Russell L. Lichtenstein, Esquire (ID # 022751981) ‘Cooper Levenson, P.A. 1125 Atlantic Avenue Atlantic City, New Jersey 08401 (609) 572-7676 (609) 572-7677 (fax) rlichtenstein@cooperlevenson.com Attomey for Plaintiff BOARDWALK REGENCY CORPORATION d/b/a CAESARS ATLANTIC CITY Plaintiff v TOWER INVESTMENTS, IN PIER RENAISSANCE, LP; BART BLATSTEIN; ATLANTIC PIER ASSOCIATES, LLC.; HQ 13-1 ATLANTIC OCEAN, LLC; AND TORCHLIGHT LOAN SERVICES, LLC Defendants SUPERIOR COURT OF NEW JERSEY LAW DIVISON ATLANTIC COUNTY DOCKET NO: CIVIL ACTION CERTIFICATION OF KEVIN ORTZMAN Kevin Ortzman, pursuant to R. 1:4-4(b), hereby certifies as follows: (Caesars”). BACKGROUND I am the president of Boardwalk Regency Corporation d/b/a Caesars Atlantic City 2. I make this certification based on my personal knowledge. 3. I make this certification in support of Caesar’s application for temporary restraints as to certain defendants. 4. Effective as of February 17, 2003, Caesars entered into a lease agreement (“Lease”) wherein Caesars was the landlord and Pier Developers, Inc. (“PDI”) was the tenant. 5. The Lease is annexed as Exhibit 1 to the Certification of Russell Lichtenstein, Esq. (Lichtenstein Cert.”).6. On or about January 28, 2005, Caesars, PDI and Atlantic Pier Associates, LLC (“Pier”) entered into that certain Assignment and Assumption of Lease, Landlord's Consent and Second Amendment to Lease pursuant to which, infer alia, PDI assigned to Pier all of PDI’s right, title and interest in and to the Lease, and Pier assumed from PDI each and every covenant and obligation of PDI under the Lease. Exhibit 13, Lichtenstein Cert, 7. The property (“Property”) that is the subject of the Lease is the former Million Dollar Pier now more commonly known as the “Pier at Caesars.” 8. The Property consists of approximately 300,000 square feet of gross leasable area; same was and is utilized as a shopping/entertainmentfood and beverage complex. Exhibit 1, Lichtenstein Cert. at Recital B. 9. The Property is connected to the casino known as “Caesars” via means of a pedestrian bridge. Exhibit 1, Lichtenstein Cert. at $1.5. 10. The initial term of the Lease was from February 17, 2003 to April 30, 2078. Exhibit 1, Lichtenstein Cert. at 12. 1. Pier had the right to extend the term of the Lease for an additional twenty-five (25) years. Exhibit 1, Lichtenstein Cert. at 2.2. 12. If Pier, or any person associated in any way with Pier, is denied, found unsuitable, fails to apply for or is otherwise denied a governmental gaming approval (“Gaming Approval”), and same would have an impact on Caesars or any affiliate, then Caesars has the right to terminate the Lease, Exhibit 1, Lichtenstein Cert. at § 2.3. 13. The minimum annual rental for the Property is $1,000,000.00. Exhibit 1, Lichtenstein Cert. at 43.1. 14, Additionally, there is a percentage rent imposed by the Lease of fifteen percent (15%) of the Gross Rents paid to the Tenant, Exhibit 1, Lichtenstein Cert. at 3.2.15. All taxes as relate to the Property are the obligation of the Tenant, but subject to a cap of $1,200,000.00 effective from January 1, 2004 to December 31, 2023. Such cap is subject to an annual increase equal to the percentage increase in the CPI (as defined in the Lease). Exhibit 1, Lichtenstein Cert. at § 4. 16. The rent for the Property is “net.” Exhibit 1, Lichtenstein Cert, at 3.5. Thus, the rent is payable without abatement, unless otherwise specified. PARTIES 17. Caesars is the owner of the Property. Exhibit 1, Lichtenstein Cert. at Recital A. 18, Caesars is the landlord of the Property pursuant to the Lease. Exhibit 1, Lichtenstein Cert. 19. PDI was the original tenant occupying the Property pursuant to the Lease. Exhibit 1, Lichtenstein Cert. 20. Pier was the permitted assignee of PDI’s interest in the Lease. Exhibit 13, Lichtenstein Cert 21. Upon information and belief, Pier had financed its tenancy and fit out of the Property with a leasehold mortgage. Exhibit 14, Lichtenstein Cert, 22.Upon information and belief, Pier defaulted under the terms and conditions of its leasehold financing. Exhibit 14, Lichtenstein Cert. 23. As a result of Pier’s default under its leasehold financing, Pier’s leasehold mortgagee instituted foreclosure proceedings against Pier in the United States District Court for the District of New Jersey in a matter captioned Bank of America, N.A., as successor trustee to Wells Fargo Bank, N.A., as Trustee for the Registered Holders of Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-HQI3 ¥. Atlantic Pier Associates, LLC, docket number 1:10-cv-01755-IHR-JS (the “Federal Suit”). Exhibit 14, Lichtenstein Cert.24, After entry of a Consent Judgment in Mortgage Foreclosure, Pier’s leasehold interest was sold to HQI3-1 Atlantic Ocean, LLC. (“HQ13”) by that certain Receiver’s Assignment of Leasehold Interest dated as of November 9, 2011. Exhibits 15 & 16, Lichtenstein Cert, 25. HQI3 appears to be a single purpose entity established by the leasehold mortgagee to be the assignee of the Lease. 26. HQI3 is a Delaware limited liability company. It is an entity controlled by U.S. Bank National Association, as successor in interest to Bank of America, National Association, as successor to Wells Fargo Bank, National Association, as Trustee for Morgan Stanley Capital I Inc., Commercial Mortgage Pass-Through Certificates, Series 2007-HQI3, its sole member. Exhibit 7, Lichtenstein Cert, 27. Torchlight Loan Services, LLC (“Torchlight”) is a Delaware limited liability company, as successor Special Servicer pursuant to a certain Pooling and Servicing Agreement dated December '1, 2007. Exhibit 7, Lichtenstein Cert. Torchlight is the servicing agent for HQU3. 28, HQI3 executed and delivered to Pier Renaissance LP (“Renaissance”), a Quitclaim Deed and Assignment of Ground Lease by the terms of which document, HQ13 purported to transfer to Renaissance all of HQ’s interest in the Property. Exhibit 8, Lichtenstein Cert 29. HQI3 also executed a general assignment to Renaissance of any interest in the Property, including rights relating to pending or threatened or potential litigation, claims or judgments, not transferred as detailed in the preceding paragraph. Exhibit 9, Lichtenstein Cert. 30, Renaissance is controlled by Bart Blatstein (“Blatstein”). Exhibit 10, Lichtenstein Cert, 31.Blatstein also does business as Tower Investments, Inc. (“Tower”). Exhibit 11, Lichtenstein Cert. Blatstein, Renaissance and Tower will be collectively referred to as the “Blatstein Defendants”FACTS 32, The foreclosure of Pier’s leaschold interest under the Lease, and the resulting assignment of the Lease to HQ13 was as a result of a default under the terms and conditions of the leaschold mortgage. 33. The transfer was permitted, without the permission of Caesars, as specifically required in §10.2.2.4(i)-Gii) of the Lease. Exhibit 1, Lichtenstein Cert. 34, The assignment detailed in Paragraph 32 above either leaves the assignor responsible for any obligations under the Lease or requires the assignee to cure any defaults. See reference in the previous paragraph, 35, An assignment from an assignee delineated in §10.2.2.4 cannot be made except in accordance with § 12 of the Lease. Exhibit 1, Lichtenstein Cert. 36. Section 12.4 of the Lease requires that Caesars must consent to any assignment from HQI3 to the Blatstein Defendants. Exhibit 1, Lichtenstein Cert. No such consent was ever sought by the Blatstein Defendants, and was certainly never granted by Caesars. 37. Additionally, there are numerous continuing defaults extant in the terms of the Lease which have not been cured by HQI3 or the Blatstein Defendants, including defaults in the obligation to pay rent and taxes (Exhibit 2, Lichtenstein Cert.) 38. Caesars and HQI3, through its servicing agent Torchlight Loan Services, LLC (“Torchlight”) entered into a pre-negotiation agreement dated June 19, 2014 (Exhibit 7, Lichtenstein Cert.) This agreement provided that although the Lease was still in effect there was tio forbearance, waiver, or estoppel. 39. Thus, there have been numerous defaults by the tenant/occupant of the Property pursuant to the Lease including the Blatstein Defendants. 40.There have been numerous public pronouncements from the Blatstein Defendants suggesting ‘that is the are in control of the Property and setting forth their plans for same. 5al. 42, 43. 45. 46. 41. However, and as detailed above, the Blatstein Defendants have no right to occupy, or assert dominion or control over the Property. ‘These pronouncements essentially impede Caesars’ title to the Property, preventing Caesars from selling, disposing, obtaining financing for, or otherwise utilizing the Property in addition to slandering the ttle to the Property. ‘These pronouncements are currently ongoing. Exhibit 17, Lichtenstein Cert. Further, the Blatstein Defendants have occupied and continue to occupy the Property and are proceeding as if they have the legal authority to occupy and control the Property. . I personally met with Blatstein on February 10, 2015 as a follow-up to my email to him dated February 6, 2015. (Exhibit 12, Lichtenstein Cert.) In that meeting Blatstein made clear his intentions conceming his illegal use and occupancy of the Property. Among other comments, Blatstein stated to me, “you can’t win and I can’t lose.” Blatstein went on to threaten, “I'll drag this out in court and suck all of the money dry from the Pier and you'll be left with nothing.” Blatstein further threatened that “I’ll get my money back and you'll still end up with nothing.” Additionally, Blatstein stated “I'll blast you in the Press as uncooperative to a “hero” trying to save Atlantic City — (Caesars will) lose in the court of public opinion.” These cominents and others make it clear to me that Blatstein and the entities he controls are acting in bad faith in their illegal and rogue occupancy and purported control_of the Property. The Blatstéin Defendants have made no payments whatsoever to Caesars related to their use, occupancy and control of the Property. It is unknown what type of damage the Blatstein Defendants’ occupancy and purported control of the Property may be causing, and any objective assessment of whethermonetary damages can make Caesars whole, or whether the harm caused by the actions of Blatstein Defendants is irreparable, is virtually impossible under the circumstances. 48. The Blatstein Defendants occupy the Property illegally as trespassers as a result of an improper assignment.| i T certify that the foregoing statements made by me are trup, I am aware that if the foregoing statements made by me are willfully false, Iam subject to pani Dated: 2/20//Russell L, Lichtenstein, Esquire (ID # 022751981) Cooper Levenson, P.A. 1125 Atlantic Avenue Atlantic City, New Jersey 08401 (609) 572-7676 (609) $72-77677 rlichtenstein@cooperlevenson.com Attomey for Plaintiff BOARDWALK REGENCY CORPORATION d/b/a CAESARS c ATLANTIC CITY i SUPERIOR COURT OF NEW JERSEY z LAW DIVISON Plaintiff % ATLANTIC COUNTY v : DOCKET NO: ATL-L-6123-14 TOWER INVESTMENTS, INC.; CIVIL ACTION PIER RENAISSANCE, LP; BART : BLATSTEIN; ATLANTIC PIER 5 CERTIFICATION OF FACSIMILE ASSOCIATES, LLC.; HQ 13-1 3 SIGNAURE ATLANTIC OCEAN, LLC; and TORCHLIGHT LOAN SERVICES, PURSUANT TO R. 1:4-4(C) LLC : Defendants 1, Russell L. Lichtenstein, Esquire, of full age, hereby certifies as follows: 1. Tam anattomey with the law firm of Cooper Levenson, P.A., counsel for Plaintiff in the above-captioned matter. I am the attorney entrusted with the handling of this matter and am, therefore, familiar with the facts surrounding this action, 2. certify that the signature appearing on the Certification of Kevin Ortzman, is the genuine signature of Kevin Ortzman and that the original Certification or a copy with an original signature affixed will be filed if requested by the Court or any party. I certify that the foregoing statements made by me are true. I am aware that if any of the foregoing statements made by me are willfully false, I am subject to punishment. COOPER PEVENSO! By: Dated: February 20, 2015 {.. Lichtenstein, Esquire CLAC 2889628.1 57191000015