Loading...
HomeMy WebLinkAboutL 13094 P 302 f l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l l[[I I I I I I I I I I I I I I I I I I SUFFOLK COUNTY CLERK RECORDS OFFICE RECORDING PAGE Type of Instrument: ASSIGNMENT OF LEASES / RENTS Recorded: 03/09/2021 Number of Pages: 17 At: 03 : 00 :28 PM Receipt Number : 21-0046723 MORTGAGE NUMBER: DLO60035 LIBER: D00013094 PAGE : 302 District: Section: Block: Lot: 1001 005 . 00 04 .00 007 . 002 EXAMINED AND CHARGED AS FOLLOWS Received the Following Fees For Above Instrument Exempt Exempt Page/Filing $85 . 00 NO Handling $20 . 00 NO COE $5 . 00 NO NYS SRCHG $15. 00 NO Affidavit $5 . 00 NO TP-584 $0 . 00 NO Notation $2 . 00 NO Cert.Copies $0 .00 NO RPT $200 . 00 NO Fees Paid $332 .00 THIS PAGE IS A PART OF THE INSTRUMENT THIS IS NOT A BILL JUDITH A. PASCALE County Clerk, Suffolk County . ❑1 0 / RECORDED Number of pages ( 2021 Ptar 09 03:00:28 PAI JUDITH R. PASCALE CLERK OF This document will be public SUFFOLK COU14TY record. Please remove all L D00013094 Social Security Numbers P 302 DL060035 prior to recording. Deed/Mortgage Instrument Deed/Mortgage Tax Stamp Recording/Filing Stamps 3 1 FEES Page/Filing Fee Mortgage Amt. 1.Basic Tax Handling 20. 00 2. Additional Tax TP-584 Sub Tota I Notation Spec./Assit. 1\J or EA-52 17(County) Sub Total Spec./Add. EA-5217(State) TOT.MTG.TAX Dual Town Dual County R.P.T.S.A. Held forAppointment Comm.of Ed. 5. 00 Transfer Tax ta Affidavit * �� Mansion Tax The property covered by this mortgage is Certified Copy or will be improved by a one or two NYS Surcharge 15. 00 OLa family dwelling only. Sub Total YES or NO Other Grand Total 33 C70, see appropriate tax clause on age# of this instrument. 4393443 1001 00500 0400 007002 4 Dist. 1001 ll 5 Community Preservation Fund Re l Property rty RP MIA l�Il�llI� Consideration Amount$ 13-FES-21 Agency CPF Tax Due $ Verification — — - -- — — — —` / pp Improved 6 Satisfactions/'Discharges ECORD Releases trope y Owners Mailing Address Vacant Land Madison Abstract Inc. 670 White Plains Road, Suite 121 TD Scarsdale, NY 10583 TD TD Mail to:Judith A. Pascale,Suffolk County Clerk 7 Title Company Information 310 Center Drive, Riverhead, NY 11901 Co.Name Madison Abstract Inc. www.suffolkcountyny.gov/clerk Title# S 20 20716 8 Suffolk County Recording &. Endorsement Page This page forms part of the attached Assignment of Leases and Rents made by: (SPECIFY TYPE OF INSTRUMENT) HF HOTEL OWNER LLC The premises herein is situated in SUFFOLK COUNTY,NEW YORK. TO In the TOWN of SOUTHOLD RCC REAL ESTATE,INC. In the VILLAGE or HAMLET of GREENPORT BOXES 6 THRU 8 MUST BE TYPED OR PRINTED IN BLACK INK ONLY PRIOR TO RECORDfNG OR FILING. over DISTRICT: 1001 SECTION: 005.00 BLOCK: 04.00 LOT: 007.002 ADDRESS: 209 Front Street Greenport, NY —T"Jra•. V;llr ye. Vfte"eOdr Go')"Mj : HF HOTEL OWNER LLC (Assignor) to RCC REAL ESTATE, INC. (Assignee) ASSIGNMENT OF LEASES AND RENTS Dated: December 11, 2020 PREPARED BY AND UPON RECORDATION RETURN TO: al & Kahn LLP 37 West treet, Suite 1100 New York, Ne rk 10019 Attention: Thomas J. B Esq. N4 prA�sON �bS+fAt1' _��-- G-70 Wh►tf— 1�1Pr�+aS RO,S�e 1� i SCAMORL.E , Ny Ios83 ASSIGNMENT OF LEASES AND RENTS THIS ASSIGNMENT OF LEASES AND RENTS ("Assignment") dated as of December 11, 2020 by HF HOTEL OWNER LLC,-4a Delaware limited liability company ("Assignor") in favor of RCC REAL ESTATE, INC.A�aDelaware corporation (together with its successors and assigns, collectively, "Assignee"). Preliminary Statements. Reference is made to (1) the Loan Agreement, dated the date of this Assignment, between Assignor and Assignee (the "Loan Agreement"), (2) the loan made by Assignee to Assignor in the aggregate amount of$9,025,000.00 pursuant to the Loan Agreement (the "Loan") evidenced by that certain Consolidated, Amended and Restated Promissory Note, dated the date of this Assignment, made by Assignor to Assignee (the "Note"), and (3) the Consolidated, Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated the date of this Assignment, by Assignor to Assignee (the "Mortgage"). The Mortgage encumbers all of the estate, right, title and interest of Assignor in and to that certain parcel of real property described in Schedule A annexed to and made a part of this Assignment, together with all other Property (as defined in the Mortgage). Any capitalized term used and not defined in this Assignment has the meaning specified for such term in the Loan Agreement. For good and valuable consideration Assignor hereby agrees as follows: Section 1. Assignment of Leases and Rents. Assignor irrevocably assigns to Assignee and its successors and assigns, all of Assignor's right, title and interest in, to and under all present and future (1) Leases, whether written or oral, now or hereafter entered into whether before or after the filing by or against Assignor of any petition for relief under the 11 U.S.C. § 101 et seq. ("Bankruptcy Code"), (2) (a) rents, royalties, issues, deposits, profits, revenue, income and other benefits, including all amounts payable and all rights and benefits accruing to Assignor under the Leases, (b) all claims and rights to the payment of damages arising from any rejection by any tenant, lessee, licensee or other party that is a party to a Lease ("Tenant") of a Lease under the Bankruptcy Code, and (c) any award or other payment which Assignor is entitled to receive with respect to any Lease as a result of or pursuant to any bankruptcy, insolvency or reorganization or similar proceeding involving a Tenant (collectively, 2(a), 2(b) and 2(c), "Rents") and all guarantees of, letters of credit covering, and cash or securities deposited to secure, performance by the Tenants of their obligations under their respective Lease, whether said cash, letters of credit or securities are to be held until the expiration of the term of said Lease or applied to one or more installments of Rent coming due prior to the expiration of said term ("Tenant Security"), and (3) all proceeds from the sale or other disposition of such Leases, Rents and Tenant Security ("Assignment of Leases and Rents"). This Assignment of Leases and Rents is a present and absolute assignment, not an assignment for security purposes only, and Assignee's right to the Leases and Rents and Tenant Security and the proceeds thereof is not contingent upon, and may be exercised without possession of,the Property. Notwithstanding such Assignment of Leases and Rents, Assignee confers upon Assignor a revocable license to collect and retain the Rents as they become due and payable ("License to Collect Rent"). Assignor shall hold the Rents and all sums *G]o EflbL�F- Pbt,'r Hort- PArTNuM LLC-, 37aCoL)rrstrec:t, O1jy0 Floor, Broo"I")") 1,q i►a31 8b5 MF-e-kjc.K AsrE*wE, o1NO F1wr, LA)estbory, Ny 1 received pursuant to any Lease or Tenant Security or a portion thereof sufficient to discharge all current sums due on the Secured Obligation, in trust for the benefit of Assignee for use in the payment of such sums. Assignor and Assignee agree that the execution of this Assignment does not, in and of itself, cause Assignee to be: (1) a mortgagee in possession, (2)responsible or liable for the control, care, management or repair of the Property or for performing any of the terms, agreements, undertakings, obligations, representations, warranties, covenants and conditions of the Leases, (3) responsible or liable for any waste committed on the Property by the Tenants or by any other parties, (4) responsible for any dangerous or defective condition of the Property, (5) responsible for any negligence in the management, upkeep, repair or control of the Property resulting in loss or injury or death to any Tenant, licensee, employee, invitee or other Person, (6) responsible for or impose upon Assignee any duty to produce Rents or profits, or (7) required to exercise any of the rights, remedies or powers granted to Assignee under this Assignment, or (8) responsible to perform or discharge any obligation, duty or liability of Assignor arising under the Leases. Section 3. Secured Obligation. This Assignment and the grants, assignments and transfers made in "Assignment of Leases and Rents" Section 1 secure the payment of all of the following obligations ("Secured Obligations"): (1) the indebtedness evidenced by the Note, (2) all interest, including 'interest accruing at the Default Rate, all fees, including all charges and other payment obligations under the Note, the Mortgage and the other Loan Documents, including yield maintenance payments and prepayment premiums, (3)payment and performance of all obligations of Assignor under the Mortgage and each of the other Loan Documents, (4) all sums advanced pursuant to the Mortgage or any other Loan Documents to protect and preserve the Property and the Lien created by the Mortgage, and (5)all reasonable out-of-pocket costs and expenses incurred by Assignee that Assignor is required to pay to Assignee in accordance with the terms of the Mortgage or any other Loan Document. Section 4. Representations. Except as disclosed in writing to Assignee by Assignor prior to the date hereof, Assignor represents and warrants that as of the date hereof(1) Assignor is the sole owner of the entire lessor's interest in the Leases; (2) all existing Leases are in full force and effect and are enforceable in accordance with their respective terms and comply with applicable Law; (3)Assignor has delivered to Assignee a true,correct and complete list of all security deposits made by Tenants under the Leases which have not been applied, all of which are held by Assignor in accordance with the terms of the applicable Lease and applicable Law, (4) there is no Sale or Pledge by Assignor of landlord's interest under any of the Leases or Rents (except to Assignee), other than Permitted Encumbrances; (5) other than the collection of Rent for the first and/or last month of a Lease, none of the Rents have been collected for more than one (1) month in advance (provided that a security deposit shall not be deemed rent collected in advance); (6) all work required to be performed by Assignor under each Lease as of the date hereof has been performed as required in all material respects and the premises demised under the Leases have been accepted by the applicable Tenant and such Tenant has taken possession of the same on a rent-paying basis, subject to any customary rent-free periods; (7) to Assignor's knowledge, there exist no offsets or defenses to the payment of any portion of the Rents; (8) no Rent has been waived, released or otherwise discharged or compromised, (9) Assignor has received no notice from any Tenant challenging the validity or enforceability of any Lease; (10) all payments due under the Leases are 2 current and are consistent with the certified rent roll for the Property delivered to Assignee; (11) to Assignor's knowledge there are no material breaches or defaults, or events that with notice or the passage of time, or both, would constitute a material breach or default of any Leases by Assignor or any Tenant, and no Tenant under any Lease is a debtor in any bankruptcy, reorganization, insolvency or similar proceeding, or has demonstrated a history of payment problems which suggest financial difficulty; (12) there are no agreements with the Tenants other than expressly set forth in each Lease; (13) no Lease contains an option to purchase, right of first refusal to purchase, or any other similar provision; (14) no Person has any possessory interest in, or right to occupy, the Property or any part thereof except under and pursuant to a Lease or in the ordinary course of business; (15) each Lease is subordinate to the Mortgage, either pursuant to its terms or a recorded subordination agreement; (16) no Lease has the benefit of a non-disturbance agreement that would be considered unacceptable to prudent institutional lenders in the reasonable opinion of Assignor; and (17) to Assignor's knowledge no brokerage commissions or finders fees are due and payable regarding any Lease. Section 5. Covenants. Assignor covenants and agrees that Assignor shall (1) perform all the material obligations of the landlord under each Lease; (2) as soon as reasonably practicable send copies to Assignee of all notices of default which Assignor sends or receives with respect to a Lease; (3) enforce in a commercially reasonable manner all of the terms, covenants and conditions contained in the Leases upon the part of each Tenant to be observed or performed; (4) other than the collection of Rent for the first and/or last month of a Lease, not collect any of the Rents more than one (1) month in advance, (provided that a security deposit shall not be deemed rent collected in advance), nor grant any Tenant any right to prepay Rent more than one (1) month in advance; (5) not execute any assignment of the landlord interest in the Leases or the Rents other than pursuant to the Loan Documents; (6) not materially change the terms of any Lease such that they would be in conflict with any of the requirements of the Loan Documents; (7) not cancel, release (except upon termination of the applicable Lease) or change the terms of any Tenant Security, except in accordance with the terms of the applicable Lease; (8) only enter into Leases that are on terms reflective of an arms-length transaction; (9) as soon as reasonably practicable upon Assignee's reasonable request, execute and record any additional assignments of landlord's interest under any Lease to Assignee and specific subordination of any Lease to the Mortgage, in form and substance reasonably satisfactory to Assignee; (10)not do,or permit to be done,anything to materially impair the value of the Leases as security for the Secured Obligation; and (11) not grant any Tenant any option, right of first refusal or right to purchase all or any portion of the Property. Upon written request, Assignor shall furnish Assignee with executed copies of all Leases. Each Lease entered into after the date hereof shall provide that, in the event of the enforcement by Assignee of the remedies provided for hereby or by Law, the Tenant thereunder will, upon request of any Person succeeding to the interest of Assignor as a result of such enforcement, automatically become the lessee of said successor in interest, without change in the terms or other provisions of the Lease, provided, however, that said successor in interest shall not be bound by(1)any payment of Rent for more than one(1)month in advance,except prepayments in the nature of security for the performance by said Tenant of its obligations under the Lease or (2) any amendment or modification of the Lease made without the consent of Assignee or such successor in interest. Each Lease entered into after the date hereof shall also provide that (1) the Lease is subordinate to the Mortgage and (2) upon request by said successor in interest, such Tenant shall execute and deliver an instrument or instruments confirming such attornment. 3 Section 6. Event of Default. The occurrence of an Event of Default under and as defined in the Loan Agreement will constitute an Event of Default under this Assignment. Section 7. Remedies. If an Event of Default occurs and is continuing, Assignee may, at its option, but without obligation, take such actions as it deems necessary to protect and enforce its rights against Assignor and in and to the Property, including, but not limited to, the exercise one or more or all of the following remedies: (1) Performance by Assignee. Subject to the terms of the Loan Agreement, Assignee may perform,or cause the performance of,any agreement Assignor fails to perform under the Mortgage or any other Loan Document. (2) Intentionally Omitted. (3) Revocation of License to Collect Rents. Assignee may revoke the License to Collect Rents. Upon such revocation Assignee may collect and apply the Rents pursuant to the terms of this Mortgage without notice and without taking possession of the Property. All Rents collect by Assignor after the revocation of the License to Collect Rent shall be held by Assignor as trustee under a constructive trust for the benefit of Assignee, shall be segregated from the other property or funds of Assignor, and shall be delivered as soon as possible to Assignee to be applied to the payment of the Secured Obligations. (4) Exercise Rights of Assignor. Assignee may exercise all rights, powers and privileges of Assignor with respect to the Property, whether in the name of Assignor or otherwise, including: (a) Possession and Operation of the Property. Taking exclusive possession, custody and control of all or any part of the Property and using, managing and operating such Property; (b) Deliveries by Assignor to Assignee. Requiring Assignor to deliver to Assignee all keys, security deposits, operating accounts, prepaid Rents, past due Rents, the books and records and all original counterparts of the Leases and the Property Agreements (as defined in the Mortgage); (c) Collect Rents. Collecting, suing for and giving receipts for the Rents and Assignor hereby (i) authorizes and directs the respective Tenants upon receipt from Assignee of written notice to the effect that Assignee is then the holder of the Mortgage and that an Event of Default exists thereunder or under this Assignment, the Note or the other Loan Documents to pay over to Assignee all Rents and all other sums due under any Tenant Security and to continue so to do until otherwise notified by Assignee, (ii) agrees that each such Tenant may rely upon such written notice from Assignee to so pay the Rents and other sums without any inquiry into whether there exists an Event of Default hereunder or under the Mortgage, the Note or the other Loan Documents or whether Assignee is otherwise entitled to the Rents and other sums, and (iii) waives any right, claim or demand which Assignor may now or hereafter have against any Tenant by reason of any such payment of Rents and other sums to Assignee,and any such payment shall discharge such Tenant's obligation to make such payment to Assignor; 4 (d) Leases. Entering into, modifying, extending, enforcing, terminating, renewing or accepting surrender of Leases and evicting tenants; (e) Property Agreements. Entering into, modifying, extending, enforcing, terminating or renewing Property Agreements; (f) Proceedings. Appearing in and defending any proceeding brought in connection with the Property and bringing any proceeding to protect the Property as well as Assignor's and Assignee's respective interests in the Property; (g) Insurance. Maintaining such insurance on the Property as is required to be maintained pursuant to the Loan Agreement; (h) Alterations. Making alterations, additions, renewals, replacements and improvements to, or on, the Property; and (i) Application of Receipts. After deducting all reasonable out-of-pocket expenses incurred in connection with the Property, applying the receipts from the Property to the payment of the Secured Obligations. Assignee or any Person designated by Assignee, may operate the Property without any liability to Assignor in connection with such operations, except to use ordinary care. Except in the event of Assignee's or such person's gross negligence or willful misconduct, all reasonable out- of-pocket costs, expenses and liabilities incurred by Assignee or such Person in managing, operating, maintaining, protecting or preserving the Property, shall constitute a demand obligation owing by Assignor to Assignee and shall bear interest from date of expenditure at the Default Rate. (5) Receiver. Assignee shall be entitled, as a matter of strict right, without notice and ex parte, and without regard to the value or occupancy of the security, or the solvency of Assignor or of any Guarantor, or the adequacy of the Property as security for the Secured Obligations, to have a receiver appointed to enter upon and take possession of the Property,collect the Rents and profits therefrom and apply the same in accordance with the terms of this Assignment, such receiver to have all the rights and powers permitted under the Laws of New York. Assignor hereby waives any requirements on the receiver or Assignee to post any surety or other bond. Assignee or the receiver may also take possession of, and for these purposes use, any and all Personal Property which is a part of the Property and used by Assignor in the rental or leasing of all or any part of the Property. The reasonable out-of-pocket expenses (including the reasonable receiver's fees, counsel fees, costs and agent's compensation) incurred pursuant to the powers herein contained shall be secured by this Assignment. Assignee shall apply such Rents received by it in accordance with the terms of this Assignment. The right to enter and take possession of the Property,to manage and operate the same, and to collect the Rents thereof, whether by receiver or otherwise, shall be cumulative to any other right or remedy hereunder or afforded by Law, and may be exercised concurrently therewith or independently thereof. Assignee shall be liable to account only for such Rents actually received by Assignee. (6) Causes of Action. Assignee may appear in and defend any action or proceeding brought with respect to the Leases and bring any action or proceeding, in the name and on behalf of 5 Assignor, which Assignee, in its reasonable discretion, decides should be brought to protect its interest in any Lease. Assignee may exercise all rights and remedies under any causes of action, whether before or after any sale of the Property by foreclosure, power of sale, or otherwise and apply the proceeds of any recovery to the Secured Obligations. (7) Other Remedies. Assignee may pursue such other remedies as Assignee may have under law or otherwise. If there shall be filed by or against Assignor a petition under the Bankruptcy Code, and Assignor, as lessor under any Lease, shall determine to reject such Lease pursuant to Section 365(a) of the Bankruptcy Code, then Assignor shall give Assignee not less than ten (10) days' prior notice of the date on which Assignor shall apply to the bankruptcy court for authority to reject the Lease. Assignee shall have the right, but not the obligation, to serve upon Assignor within such ten-day period a notice stating that (1) Assignee demands that Assignor assume and assign the Lease to Assignee pursuant to Section 365 of the Bankruptcy Code,and(2) Assignee covenants to cure or provide adequate assurance of future performance under the Lease. If Assignee serves upon Assignor the notice described in the preceding sentence, Assignor shall not seek to reject the Lease and shall comply with the demand provided for in clause (1) of the preceding sentence within thirty (30) days after the notice shall have been given, subject to the performance by Assignee of the covenant provided for in clause (2) of the preceding sentence. Section S. Remedies Cumulative and Not Concurrent. The rights and remedies of Assignee as provided in this Assignment shall be cumulative and concurrent and may be pursued separately, successively or together against Assignor or against other obligors or against the Property, or any one or more of them, at the sole discretion of Assignee, and may be exercised as often as occasion therefor shall arise. The failure to exercise any such right or remedy shall in no event be construed as a waiver or release thereof,nor shall the choice of one remedy be deemed an election of remedies to the exclusion of other remedies. Assignee may take or release other security for the payment of the Secured Obligation, may release any party primarily or secondarily liable therefor, may grant extensions, renewals or indulgences with respect thereto and may apply any other security held by it to the reduction or satisfaction of the Secured Obligation without prejudice to any of its rights under this Assignment. Nothing contained in this Assignment and no act done or omitted by Assignee pursuant to the power and rights granted to Assignee hereunder shall be deemed to be a waiver by Assignee of its rights and remedies under the Note, the Mortgage, or the other Loan Documents and this Assignment is made and accepted without prejudice to any of the rights and remedies possessed by Assignee under the terms thereof. The right of Assignee to collect the Secured Obligation and to enforce any other security therefor held by it may be exercised by Assignee either prior to, simultaneously with, or subsequent to any action taken by it hereunder. Section 9. No Cure or Waiver. Assignee shall not by any act, delay, omission or otherwise be deemed to have waived any of its rights or remedies under this Assignment. Any failure by Assignee to insist upon strict performance by Assignor of any of the terms and provisions of this Assignment, shall not be deemed to be a waiver of any of the terms or provisions of this 6 Assignment and Assignee shall have the right thereafter to insist upon strict performance by Assignor of any and all of them. A waiver by Assignee of any right or remedy under this Assignment on any one occasion, shall not be construed as a bar to or waiver of any such right or remedy which Assignee would have had on any future occasion nor shall Assignee be liable for exercising or failing to exercise any such right or remedy. Assignee shall have the right from time to time to take action to recover any sum or sums which constitute a part of the Secured Obligations as the same become due, without regard to whether or not the balance of the Secured Obligations .shall be due, and without prejudice to the right of Assignee thereafter to bring an action of foreclosure, or any other action, for a default or defaults by Assignor existing at the time such earlier action was commenced. The exercise by Assignee of the option granted it in this Section and the collection of the Rents and all sums received pursuant to any Tenant Security and the application thereof as herein provided shall not be considered a waiver of any default by Assignor under the Note,the Mortgage, the Leases, this Assignment or the other Loan Documents. Neither Assignee's nor any receiver's entry upon and taking possession of all or any part of the Property nor any collection of Rents, insurance proceeds, condemnation proceeds or damages, other security or proceeds of other security,or other sums,nor the application of any collected sum to any Secured Obligations, nor the exercise of any other right or remedy by Assignee or any receiver, shall impair the status of the security, or cure or waive any default or notice of default under this Assignment, or nullify the effect of any notice of default or sale (unless all Secured Obligations and obligations which are then due have been paid and performed and Assignor has cured all other defaults), or prejudice Assignee in the exercise of any right or remedy, or be construed as an affirmation by Assignee of any tenancy, lease or option or a subordination of the lien of this Assignment. Section 10. Proceeds. All cash proceeds received by Assignee in respect of any sale of, collection from, or other realization upon all or any part of the Property may, to the extent permitted by applicable Law, in the discretion of Assignee, be applied, first, to pay all reasonable out-of-pocket costs and expenses incurred by Assignee in connection with or incident to the custody, preservation, use or operation of, or the sale of,collection from, or other realization upon, any and all of the Property, second, to pay all reasonable attorney's fees and legal expenses incurred by Assignee in connection with or incident to the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any and all of the Property, third, to pay all unpaid Secured Obligations, in whole or in part by Assignee against, all or any part of the Secured Obligations in such order as Assignee shall elect, fourth, if and to the extent any of the Secured Obligations are unmatured or contingent, to provide cash collateral for all such Secured Obligations, and fifth, in accordance with applicable Law. If the proceeds of the sale of the Collateral are insufficient to pay all of the Secured Obligations, Assignor agrees to pay upon demand any deficiency to Assignee. Section 11. Waivers. To the extent permitted by Law, Assignor waives: (1) the right to assert a counterclaim, other than a mandatory or compulsory counterclaim, in any action or proceeding brought against it by Assignee arising out of or in any way connected with this Assignment,(2)the benefit of all laws now or hereafter in force regarding appraisement,valuation, 7 stay, extension, reinstatement and redemption, (3) all rights of marshalling in the event of any sale hereunder of the Property or any part thereof or any interest therein, (4) any and all rights of redemption from sale under any order or decree of foreclosure of this Assignment on behalf of Assignor, and on behalf of each and every Person acquiring any interest in or title to the Property subsequent to the date of this Assignment and on behalf of all Persons, (5) except as otherwise provided in the Loan Documents,any notices of any nature whatsoever from Assignee except with respect to matters for which this Assignment specifically and expressly provides for the giving of notice by Assignee to Assignor and except with respect to matters for which Assignee is required by applicable law to give notice, (6) the pleading of any statute of limitations as a defense to payment of the Secured Obligations. Section 12. Further Acts, Etc. Assignor will, at the cost of Assignor, and without expense to Assignee, do, execute, acknowledge and deliver all and every such further acts, deeds, conveyances, mortgages, assignments, notices of assignments, transfers and assurances as Assignee shall, from time to time,reasonably require, for the better assuring,conveying,assigning, transferring, and confirming unto Assignee, the property and rights hereby mortgaged, granted, bargained, sold, conveyed, confirmed, pledged, assigned, warranted and transferred or intended now or hereafter so to be, or which Assignor may be or may hereafter become bound to convey or assign to Assignee, or for carrying out the intention or facilitating the performance of the terms of this Assignment or for filing, registering or recording this Assignment, or for complying with all applicable Laws,provided, however,that Assignor shall have no obligation to take any such action which increases or modifies Assignor's liabilities or obligations in the Loan Documents. Assignor, on demand, will execute and deliver and hereby authorizes Assignee to execute in the name of Assignor or without the signature of Assignor to the extent Assignee may lawfully do so, one or more financing statements, chattel mortgages or other instruments, to evidence or perfect more effectively the security interest of Assignee in the Leases. Following the occurrence and during the continuance of an Event of Default, Assignor grants to Assignee an irrevocable power of attorney coupled with an interest for the purpose of exercising and perfecting any and all rights and remedies available to Assignee pursuant to this Section. Section 13. Assignor Remains Liable. In all events, including the exercise by Assignee of any of the rights under this Assignment, Assignor remains liable to perform all of its duties and obligations under the Leases to which it is a party to the same extent as if this Assignment had not been executed. Assignee shall not have any obligation or liability under any such Leases by reason of this Assignment, nor shall Assignee be obligated to perform any of the obligations or duties of Assignor under, or to take any action to collect or enforce any claim or rights under, any such Leases. The powers conferred on Assignee under this Assignment are solely to protect its interest in the Property and shall not impose any duty upon it to exercise any such powers. Except for the safe custody of any Property in its possession and the accounting for moneys actually received by it under this Assignment, Assignee shall not have any duty as to any such Property or as to the taking of any necessary steps to preserve rights against prior parties or any other rights pertaining to any such Property; provided that Assignee shall be liable for any loss, injury or death caused by the gross negligence or willful misconduct of Mortgagee, its agents, employees, representatives or contractors.. 8 Section 14. Appointment of Attorney-in-Fact. Assignor hereby irrevocably appoints Assignee attorney-in-fact, with full authority in the place and stead of Assignor and in the name of Assignor, Assignee or otherwise (1) to take any and all action and exercise all rights and remedies granted to Assignee under this Assignment, and (2) to execute any instrument which Assignee may reasonably deem necessary to accomplish the purpose of this Assignment; provided, however, that such power of attorney shall only be effective during the continuance of an Event of Default. Assignor hereby ratifies and approves all acts of Assignee as its attorney-in-fact pursuant to this Section, and Assignee, as its attorney-in-fact, will not be liable for any acts of commission or omission, nor for any error of judgment or mistake of fact or law, other than those which result from Assignee's gross negligence or willful misconduct. This power, being coupled with an interest, is irrevocable so long as this Assignment remains in effect. Section 15. Expenses. Assignor will upon demand pay to Assignee the amount of any and all costs and expenses, including the reasonable fees and out of pocket disbursements of its counsel and of any experts and agents, which Assignee may incur in connection with (1) any amendment to this Assignment, (2) filing or recording fees incurred with respect to or in connection with this Assignment, (3) the custody, preservation, use or operation of, or the sale of, collection from, or other realization upon, any of the Property, (4) the exercise or enforcement of any of the rights of Assignee under this Assignment, or (5) the failure by Assignor to perform or observe any of the provisions of this Assignment. Section 16. Indemnification. The provisions of Section 14.13(b) of the Loan Agreement are hereby incorporated by reference into this Assignment to the same extent and with the same force as if fully set forth herein. Section 17. Amendments. No amendment or waiver of any provision of this Assignment, nor consent to any departure by Assignor from this Assignment, shall in any event be effective unless the same shall be in writing and signed by Assignee and Assignor, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. Section 18. Notices. Any demand, notice or request by either party to the other shall be given in the manner provided therefor in the Loan Agreement. Section 19. Transfer of Secured Obligations. This Assignment shall be binding upon Assignor and its successors, transferees and assigns and shall inure to the benefit of Assignee and its successors, transferees and assigns. Assignor may not transfer or assign its obligations under this Assignment, except as permitted pursuant to the Loan Agreement. To the extent permitted under the Loan Agreement, Assignee may assign or otherwise transfer all or a portion of its rights or obligations with respect to the Secured Obligations to any other party, and such other party shall then become vested with all the benefits in respect of such transferred Secured Obligations and the Lien granted to Assignee, pursuant to this Assignment or otherwise. 9 Section 20. Choice of Law. This Assignment and any determination of deficiency judgments shall be governed, construed, applied and enforced in accordance with the laws of the state in which the Property is located, without regard to its conflict of laws provisions. Section 21. Submission to Jurisdiction. Assignor hereby irrevocably submits to the jurisdiction of any federal or state court sitting in New York over any action or proceeding arising out of or related to this Assignment and agrees with Assignee that personal jurisdiction over Assignor rests with such courts for purposes of any action on or related to this Assignment. Assignor hereby waives personal service by manual delivery and agrees that service of process may be made by prepaid certified mail directed to Assignor at the address of Assignor for notices under this Assignment at such other address as may be designated in writing by Assignor to Assignee, and that upon mailing of such process such service will be effective as if Assignor was personally served. Assignor agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any manner provided by law. Assignor further waives any objection to venue in any such action or proceeding on the basis of inconvenient forum. Assignor agrees that any action on or proceeding brought against Assignee shall only be brought in such courts. Section 22. Duplicate Originals. This Assignment may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. Section 23. Intentionally Omitted. Section 24. Intentionally Omitted. Section 25. Miscellaneous. This Assignment is in addition to and not in limitation of any other rights and remedies Assignee may have by virtue of any other instrument or agreement heretofore, contemporaneously herewith or hereafter executed by Assignor or by law or otherwise. If any provision of this Assignment is contrary to applicable Law, such provision shall be deemed ineffective without invalidating the remaining provisions of this Assignment. The headings in this Assignment are for convenience of reference only, and shall not affect the interpretation or construction of this Assignment. Section 26. Termination of Assignment. Upon recording in the public records of the state and county in which the Property is located of a satisfaction or discharge of the Mortgage duly executed by Assignee, this Assignment shall thereupon be terminated and released and thereby become and be void and of no effect. Section 27. WAIVER OF JURY TRIAL.ASSIGNOR EXPRESSLY WAIVES ANY AND EVERY RIGHT TO A TRIAL BY JURY IN ANY ACTION ON OR RELATED TO THIS ASSIGNMENT. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 10 IN WITNESS WHEREOF, Assignor has executed this Assignment the date first above written. HF HOTEL OWNER LLC, a Delaware limited liability company E KI K A.WACNM Name: Title: -...��-C STATE OF lC ) ss: COUNTY OF �FG�- ) On the 10 day of December in the year 2020 before me, the undersigned, personally appearedhElk P• y-JAe P.:n personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual ac , executed the instrument. Notary BETSY A. PERKINS Notary Public,State of New York No.01PE6130636 aualified in Suffolk Corm Commission Expires July 18, MADISON ABSTRACT, INC. As agent for Fidelity National Title MORTGAGE SCHEDULE (1A) MORTGAGE, ASSIGNMENT OF LEASES AND RENTS, SECURITY AGREEMENT AND FIXTURE FILING Mortgagor: HF Hotel Owner LLC Mortgagee: ACRES Loan Origination, LLC, as Administrative Agent Amount: $8,750,000.00 (mortgage tax paid $91,875.00) Dated: 11/12/19 Recorded: 01/03/20 Recording ID: Liber 23093 page 985 Assignment of Mortgage Assignor: ACRES Loan Origination, LLC, as Administrative Agent Assignee: RCC Real Estate, Inc. Dated: as of 12/11/20 Recorded: TO BE RECORDED Remarks: Which mortgage has a current principal balance of $8,750,000.00 (1 B) GAP MORTGAGE Mortgagor: HF Hotel Owner LLC Mortgagee: RCC Real Estate, Inc. Amount: $275,000.00 (mortgage tax paid $2,887.50) Dated: as of 12/11/20 Recorded: TO BE RECORDED Consolidated. Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing Mortgagor: HF Hotel Owner LLC Mortgagee: RCC Real Estate, Inc. Dated: as of 12/11/20 Recorded: TO BE RECORDED Remarks: Consolidates mortgages 1A and 1 B to form a new single lien of $9,025,000.00. The attached mortgage covers real property improved by a one or two family dwelling only. The attached mortgage covers real property principally improved or to ❑ be improved by one or more structures containing in the aggregate not more than six residential dwelling units, each having their own separate cooking facilities. The attached mortgage does not cover real property improved as iiiJJJ described above. SCHEDULE A Property Description ALL that certain plot, piece or parcel of land, situate, lying and being in the Village of Greenport, Town of Southold, County of Suffolk, State of New York, bounded and described as follows: BEGINNING at a point on the southerly line of Front Street at the northeasterly corner of land of (formerly of) Greenport Playhouse, Inc., said point being 134.50 feet easterly from the easterly line of Third Street; RUNNING THENCE along the southerly line of Front Street, North 84 degrees 33 minutes 30 seconds East, 102.66 feet to land of United States Postal Service; THENCE along said land, South 5 degrees 03 minutes 20 seconds East, 214.20 feet to land of (formerly of) ARC Enterprises Co.; THENCE along said land, South 84 degrees 33 minutes 30 seconds West, 10 1.11 feet to land of (formerly of) Burton Potter Club; THENCE along said land, North 6 degrees 40 minutes 00 seconds West, 73.89 feet to land of (formerly of) Greenport Playhouse Inc., THENCE along said land, North 4 degrees 50 minutes 20 seconds West, 140.33 feet to the point or place of BEGINNING. AFFIDAVIT PURSUANT TO SECTION 255 OF THE TAX LAW OF THE STATE OF NEW YORK (Consolidated, Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing) STATE OF NEW YORK ) ) ss.: COUNTY OF KINGS } Erik Warner(the "Deponent"), being duly sworn, deposes and says, in his capacity as Authorized Signatory of Mortgagor(as hereinafter defined) and not individually, that: 1. I am an Authorized Signatory of HF Hotel Owner LLC, a Delaware limited liability company having an office c/o Eagle Point Hotel Partners, LLC, 372 Court Street, 2nd Floor, Brooklyn, New York 11231 ("Mortgagor"), owner of the real property and improvements located at 209 Front Street, Greenport,New York (the "Premises"). 2. The Premises are encumbered by the mortgage (the "Existing Mortgage"), described on Exhibit A annexed hereto and made a part hereof. 3. RCC Real Estate, Inc., a Delaware corporation ("Mortgagee") is the owner and holder of the Existing Mortgage and the obligations secured thereby. 4. The mortgages set forth on Exhibit A hereto securing the aggregate principal amount of 59,025,000.00 were duly recorded as set forth in Exhibit A, and that all mortgage recording tax payable thereon has been paid. 5. That a Consolidated, Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing, dated as of December 11, 2020, by and between Mortgagor and Mortgagee is being tendered herewith for recording in the Office of the County Clerk, Suffolk County, New York, and that no mortgage recording tax is payable thereon. 6. That the Consolidated, Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing herewith submitted for recording secures the same principal indebtedness of 59,025,000.00 as the Existing Mortgage and does not create or secure any new or further indebtedness other than the principal indebtedness or obligations secured by, or which under any contingency may be secured by the Existing Mortgage described in Paragraph 2 hereof. 7. That this affidavit is being made pursuant to Section 255 of Article 11 of the Tax Law of the State of New York for the purpose of claiming exemption from any additional tax on recording of the Consolidated, Amended and Restated Mortgage, Assignment of Leases and Rents,Security Agreement and Fixture Filing being submitted herewith. 8. There have been no readvances on the Consolidated,Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing. [REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] [SIGNATURE PAGE FOLLOWS] t, Y. WHEREFORE, Deponent respectfully requests that the Agreement herewith tendered for recording be declared exempt from taxation pursuant to the provisions of Section 255 of Article 11 of the New York Tax Law. A. Erik'Warner, as Authorized Signatory of HF Hotel Owner LLC, and not individually worn to before me this day of December, 2020. &�" a otary Public BETSY A. PERKINS Notary Public,State of New York No. 01PE6130636 oualified in Suffolk Coun Commission Expires,July 18 MADISONABSTRACT, INC. �. As agent for Fidelity National Title MORTGAGE SCHEDULE FXHt6ff A (1A) MORTGAGE ASSIGNMENT OF LEASES AND RENTS SECURITY AGREEMENT AND FIXTURE FILING Mortgagor: HF Hotel Owner LLC Mortgagee: ACRES Loan Origination, LLC, as Administrative Agent Amount: $8,750,000.00 (mortgage tax paid $91,875.00) Dated: 11/12/19 Recorded: 01/03/20 Recording ID: Liber 23093 page 985 Assignment of Mortgage Assignor: ACRES Loan Origination, LLC, as Administrative Agent Assignee: RCC Real Estate, Inc. Dated: as of 12/11/20 Recorded: TO BE RECORDED Remarks: Which mortgage has a current principal balance of $8,750,000.00 (11B) GAP MORTGAGE Mortgagor: HF Hotel Owner LLC Mortgagee: RCC Real Estate, Inc. Amount: $275,000.00 (mortgage tax paid $2,887.50) Dated: as of 12/11/20 Recorded: TO BE RECORDED Consolidated, Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing Mortgagor: HF Hotel Owner LLC Mortgagee: RCC Real Estate, Inc. Dated: as of 12/11/20 Recorded: TO BE RECORDED Remarks: Consolidates mortgages 1A and 1B to form a new single lien of $9,025,000.00. � � P 8 � r n — ov n P 24 as � ID oa � ,n �, C4 CD 0-) o cnr,) nCDa3 V cry, C.) M CO 'o 3