DOCKET #FST-CV-19-6044836-S SAVINGS BANK OF DANBURY : SUPERIOR COURT vs. JD OF STAMFORD FORE GROUP, INC., ET. AL. JANUARY 15 , 2020 MOTION FOR APPOINTMENT OF RECEIVER OF RENTS The Plaintiff, SAVINGS BANK OF DANBURY (‘Bank’), hereby moves the Court for the Appointment of a Receiver of Rents in the above captioned foreclosure action on one or more of the following grounds: (1) there is evidence of waste at the property as the Defendant Fore Group, Inc. and the guarantor, Fotis Dulos, have told the Plaintiff that they do not have sufficient funds to maintain the premises and are looking to the Plaintiff to advance the funds needed; (2) the mortgage loan is in default for non-payment and there is a real estate tax payment due in January, 2020 in the amount of $15,662.51 which Fore Group is unable to pay; (3) The principal of Fore Group and to the best of our knowledge and belief, its only employee, Fotis Dulos, is presently under house arrest as a result of being charged with murder and cannot leave the house except with court approval. Thus, Mr. Dulos will be unable to maintain the property on a daily basis as he was ORAL ARGUMENT REQUESTED/ TESTIMONY MAY BE REQUIREDpreviously doing FACTUAL BACKGROUND AND PROCEDURAL HISTORY Plaintiff SAVINGS BANK OF DANBURY (“Plaintiff or “Bank’) commenced this commercial foreclosure action by writ summons and complaint dated November 26, 2019 against the Borrower Fore Group, the guarantor Fotis. Dulos and six parties that have liens on the property. This action seeks to foreclose a Commercial Construction Mortgage Deed securing a Commercial Construction Mortgage Variable Rate Note in the original principal amount of $2,795.000.00. (See attached Exhibit A). The mortgage is on property known as 61 Sturbridge Hill Road, New Canaan, Ct. on which there is a high-end residential house consisting of over 9400 square feet. The Mortgage expressly provides in paragraph 21 for the Appointment of a Receiver of Rents in any action to foreclose the mortgage or in the event of a default by the Borrower (see attached Exhibit A). Said paragraph provides that the Bank is entitled to the appointment of a receiver of rents as a matter of right, without consideration of the value of the Premises.The Plaintiff previously asked for weekly access to the Premises, for a key to the Premises and for the placement of a surveillance camera on site but the Borrower has refused. The Borrower wants the Bank to continue to fund maintenance of the Premises and pay for all utilities and taxes while the loan is in default but the Bank would have no say in how the funds are being spent. The Borrower and Mr. Dulos were providing maintenance until the time of his arrest and want reimbursement. If a receiver is appointed then the Receiver will allow access to the Premises to the Borrower who can continue to market the property through its realtor. The Bank wants to make certain that all expenditures that it incurs for the property are properly incurred and that the property is properly maintained. The Bank is proposing that Luigi D'Acunto of DBI Development LLC in Norwalk, Ct. be appointed the Receiver. Mr. D’Acunto has maintained several other properties for the Bank in New Canaan, Connecticut and can be trusted to maintain the premises and its value, The Premises are not occupied and should not be occupied in order to maintain its value. The Bank wants the property to be properly maintained in order to -3-preserve its value and wants control over the vendors who maintain it as, the Bank will be funding those costs. (See attached Exhibit B-affidavit of Nicholas J. Gazetos, Senior Vice President of the Bank), The Borrower has no equity in the Property. The present balance owed by the Borrower to the Plaintiff is approximately $2,825,000.00 including principal, interest, late charges and legal fees. There are six other liens including a loannis Toutziardis mortgage of $500,000, a Harry Masiello mortgage of $600,000.00, a $500,000 attachment to Gloria Farber, Executor of the Estate of Hilliard Farber, a $19,074.45 mechanics lien to Lyon and Billard, a $16,390.00 Mechanics lien to KENCORE Construction and a $5591.47 mechanics lien to Cyclone Home Systems. Thus, there are liens which total approximately $4.5 million on a property which is listed for sale at $3,975,000.00.LEGAL ARGUMENT A. An Appointment is Proper Pursuant to the Express Terms of the Mortgage. The express terms of the Mortgage provide for the appointment of a receiver upon default. The loan is in default for non-payment and Paragraph 21 of the Mortgage which is attached as Exhibit A allows for the appointment of a receiver upon default as a matter of right, without consideration of the value of the Premises. Because there is an express provision in the mortgage allowing for the appointment of a receiver, the court should appoint the receiver in accordance with the terms of the loan documents. Antonino v. Johnson 113 Conn App. 72, 77-78 (2009) B. An appointment of a Receiver is Proper Pursuant to Connecticut Law to Secure the Property Against Waste or Loss A receiver also needs to be appointed to secure the property against waste or loss. The defendant Fore Group does not have the funds to maintain the premises and its principal and only employee Fotis Dulos is under house arrest. Unless the utility bills are paid and the premises secured and maintained, it will decrease in value and there is a risk of pipes freezing. The Connecticut Appellate Court has upheld the appointment of areceiver when unpaid taxes and water liens continue to accrue against a property secured by a mortgage. Antonino v. Johnson, 113 Conn App. 72, 77-78 (2008). “The object of appointing receivers is to secure the property in dispute from waste or loss.” Hartford Federal Savings & Loan Assoc. v. Tucker 196 Conn 172, 175, 491 A.2d 1083 cert den. 474 U.S. 920, 106 S. Ct. 250 (1985). As per the attached affidavit, Mr. Dulos has informed the Bank that neither he nor his company has funds sufficient to pay expenses, including taxes and utility bills. The Bank will fund the expenses of the Receiver and requests that no bond be obtained by the Receiver as it will not be collecting any rents. A proposed order is attachedWHEREFORE, for all the foregoing reasons, Plaintiff respectfully requests that the Court grants its Motion for Appointment of Receiver of Rents. By KESBURY, SHIPMAN & FINGOLD, LUC. Its AttorneysCERTIFICATION hereby certify that a copy of the foregoing Motion For Appointment of Receiver has been sent this 15th day of January, 2020 via First Class, U.S. Mail, postage prepaid, to the following: Gloria L. Marryatt-Romaniello 38 Gypsy Lane Meriden ,Connecticut 06451 Weinstein & Wisser 29 South Main Street Suite 207 West Hartford, Ct. 06107 Scully Nicksa & Reeve, LLP 79 Main Street PO Box 278 Unionville, Ct. 06085 Wilcutts & Habib LLC 100 Pearl Street, 14" Floor Hartford, Ct. 06103 ROSS G. FINGOLDORDER Based upon the foregoing, itis hereby ordered and adjudged: Y Acunto is appointed by this Court as receiver (“Receiver’) to take possession of the property known as 61 Sturbridge Hill Road, New Canaan, Ct. (“Property’) as described in the complaint. 2. Defendant shall surrender possession of the property to the Receiver as of at __am/pm and shall deliver to the Receiver all keys, all books, records, insurance policies and certificates, executory contracts, plans ,specifications and drawings and all other documents related to the Property. The receiver shall retain possession of the Property until the earlier of further order of the Court or judicial foreclosure of the Property by Savings Bank of Danbury or it successors or assigns (“Bank”). 3. The Receiver shall receive and take charge of the Property and all personal property, assets, accounts and all other property of any kind, character and description wherever the same may be located or found and used in connection with the operation of the Property and reduce the same to possession 4, Any persons as may be in possession thereof, be and they are hereby directed to attorn to the Receiver and until further order of this Court, Defendants are enjoined and restrained from interfering in any manner with the Property and/or actions of the Receiver. 5. The Receiver shall mange the daily operations of the Property. 6. The Receiver is authorized to employ and pay property managers, accountants and other persons and professionals as the Receiver deems appropriate to perform his duties. 7. The Receiver shall pay the normal, ordinary and necessary operating expenses of the Property from monies advanced by the Plaintiff, Savings Bank of Danbury or its successors and assigns, which advances may be added to the amounts due the Bank. 8. The Receiver shall be paid monthly fees of $, which shall include a property management fee.9. No later than the 30" day of every other month commencing in March, 2020, the Receiver shall make an accounting of all expenses paid for the previous month and shall file said accounting with the Court and shall serve upon the Bank’s counsel and Defendants’ counsel a copy of said accounting. The Receiver shall file a final report as may be ordered by the Court. 10. In the event the Receiver needs to make an emergency repair to the Property or pay any unforeseen operating expenses other than those ordinarily and normally incurred in the operation of the Property, the Receiver shall notify the parties, directly or through counsel, informing the parties of the nature and approximate cost of the desired expenditure. The Parties shall respond within three (3) business days of such notice, either authorizing the expenditure or joining with the Receiver in a request for an emergency hearing before the Court to determine whether the expenditure should be authorized. 11. Itis not necessary for the Receiver to post a bond. 12. The Receiver shall pay all expenses incurred with regard to the Property which were incurred in the normal and ordinary course of business of the Property and which were incurred by the Receiver on or after taking possession of the Property. Neither the Receiver nor the Bank shall be liable for any expenses incurred with regard to the Property incurred prior to the Receiver taking possession of the Property. Notwithstanding the foregoing, the Receiver may, in the Receiver's sole and absolute discretion, pay those expenses which were incurred in the normal and ordinary course of business of the Property and which were incurred prior to the Receiver taking possession of the Property, if and only if, the payment of such pre existing expenses is necessary and critical to the ongoing operation of the Property (i.e. utilities) Otherwise no pre existing expenses shall be paid by the Receiver. It shall be incumbent upon the Receiver, in the Receiver’s sole and absolute discretion, to make a determination as to which expenses, if any, incurred prior to the Receiver taking possession of the Property were incurred in the normal and ordinary course of business and the payment of which is necessary and critical to the ongoing operation of the Property and the Receiver’s determination of same shall be binding on the parties hereto and will not be overturned by the Court.13. All public utilities shall continue to provide utility services to the Receiver without a prior cash deposit and with the cost of any such utility services required following the Receiver taking possession of the Property to be a cost of administration herein and entitled to an appropriate priority of payment and until further order of the Court, all public utilities are hereby restrained and enjoined from terminating any utility services to the Property. 14. The Bank’s security interest in any rents, issues, profits and revenues of the Property shall not be impaired by the appointment of a Receiver; 15. It is ordered that the Receiver will not rent the Property under any circumstances. 16. The Receiver shall comply with all laws applicable to the operation of the Property as provided under any laws of the United States, the State of Connecticut and Town of New Canaan. 17. Without limiting any other tights or immunities the Receiver may have in law or in equity, the receiver shall have no liability for acts or omissions made by or on behalf of it in its capacity as the Receiver of the Property, so long as such acts and omissions are made in good faith, without gross negligence, and in a manner that the Receiver reasonably believes is in the best interests of the Property, BY THE COURTWLA8S POOUNS Sxbwirh RECORD AND RETURN TO: Savings Bank of Danbury ‘Attn: Commercial Banking 35 West Street Danbury, CT 06810 COMMERCIAL CONSTRUCTION MORTGAGE DEED ‘TO ALL PEOPLE TO WHOM THESE PRESENTS SHALL COME, GREETINGS: KNOW YE, THAT FORE GROUP, INC., a Connecticut corporation, having a principal place of business at 4 Jefferson Crossing, Farmington, Connecticut (hereinafter referred to as "Grantor") for the consideration of TWO MILLION SEVEN HUNDRED NINETY FIVE THOUSAND AND NO/100 DOLLARS (S2,795,000.00) and other valuable consideration, received to its full satisfaction of SAVINGS BANK OF DANBURY, a Connecticut banking corporation having a place of business at 220 Main Street in the City of Danbury, County of Fairfield and State of Connecticut (hereinafter referred to as "Grantec"), does hereby give, grant, bargain, sell and confirm unto the said Grantee and unto its successors and assigns forever, all that certain piece or parcel of land, with the buildings and improvements now or hereafter located thereon, situated in the Town of New Canaan, County of Fairfield and State of Connecticut located at 61 Sturbridge Hill Road, said premises being particularly bounded ‘and deseribed on Schedule A attached hereto and made a part hereof (hereinafter referred to as the "Premises" ‘TOGETHER with allright, title and interest of Grantor in and to any and all sidewalks, plazas and alleys, and all strips and gores of land adjoining or adjacent to said Premises, and all and singular tenements, hereditaments, privileges, easements and appurtenances belonging or in any way appertaining to said Premises, and all the estate, right, ttle interest, claim and demand whatsoever, in law or in equity, which Grantor now has or may hereafter acquire in and to such property; TOGETHER with allright, tile and interest of Grantor now ovmed or hereafter acquired, in and to any and al! building, structures and improvements now or at any time hereafter erected, constructed or situated upon said Premises or any pat thereof, and all building materials and equipment located on or off the Premises and intended for incorporation in the improvements to be constructed on the Premises, and all apparatus, fixtures, furniture, fumishings and equipment now or hereafter attached to or used or procured for use in connection with the operation or maintenance of any such building, structure or other improvements, including, bu without limiting the generality ‘of the foregoing, all engines, furnaces, boilers, pumps, heaters, tanks, antennae, motors, generators, switch boards, clerical equipment, heating, plumbing, lifting and ventilating apparatus, air cooling and airconditioning apparatus, gas and electric fixtures, reffigeating equipment, elevators, escalators, ittngs, shades and blinds, together with any and all substitutions therefor, replacements thereof and additions thereto, all of which are hereby declared and shall be deemed to be fixtures and an accession tothe fechold and a part of the realty and to be subject tothe lien of this mortgage. ‘TOGETHER with allright, title and interest, if any, of Grantor, now owned or hereafter acquired in and to ‘any land lying in the bed of any street, road or avenue, open or proposed, infront of or adjoining the Premises, o the center line thereof; TOGETHER with any and all awards or payments, including interest accrued thereon, and the right to receive the same, which may be made with respect to the Premises as a result of (a) the exercise by a ‘governmental authority of the right of eminent domain, (b) the alteration of the grade of any street, or (c) any other injury to or decrease in the value of the Premises, tothe extent of all amounts which may be secured by this mortgage at the date of receipt of any such award or payment by Grantee, and of the reasonable counsel fees, costs and disbursements incurred by Grantee, in connection with the collection of such award or payment; Grantor agrees to execute and deliver, from time to time, such further instruments as may be requested by Grantee to confirm such assignment to Grantee of any such award or payment; ‘TOGETHER with al articles of personal property of every kind and character and interest located or placed ‘upon the Premises and to be incorporated therein, including general intangibles, contract rights, and accounts all of 1 (092649100018 Type: LAN EBareggeer se =a Doe 1D: Book 945VoL985 Peouud Grantor's rights, ttle and interest in and to architects drawings, engineering drawings, or plans, governmental approvals, permits or similar items or licenses, either personal or intangible and all rights, ttle and interest in and to ‘any common elements and facilities, common profits or otherwise whether or not such right, ttle or interest is now or shall be hereafter created. All of the foregoing Premises and property are hereinafter collectively called the "Mortgaged Premises." ‘TO HAVE AND TO HOLD the above granted and bargained Mortgaged Premises, withthe appurtenances thereof, unto the said Grantee its successors and assigns forever, to its and their proper use and behoof. And also, the said Grantor does for itself, and its successors and assigns covenant with the said Grantee, its heirs, successors and assigns, that at and until the ensealing of these presents, it is well seized of the Premises as a good indefeasible state in Fee Simple; and has good right to bargain and sell the same in manner and form as is above written and that the same is free from all encumbrances whatsoever, except as herein before mentioned and as set forth on Schedule B. ‘And furthermore, the said Grantor does by these presents bind itself and its successors and assigns forever to WARRANT and DEFEND the above granted and bargained Premises to the said Grantee, its successors and assigns, against all claims and demands whatsoever, except as herein before mentioned, ‘THE CONDITION OF THIS DEED IS SUCH THAT WHEREAS, the buildings or improvements on said Premises are or will be in the process of construction or repair or to be erected or repaired; and WHEREAS, the said Grantee has agreed to make the loan herein described to be paid over to the said Grantor in installments forthe purpose of reimbursement for land acquisition and improvement costs and as the work progresses, the time and amounts of each advancement to be atthe sole discretion of Grantee and in accordance with the conditions contained in a letter of Mortgage Commitment from Grantee to Grantor dated February 20, 2018, as amended and pursuant to the terms and conditions of a Construction Loan Agreement executed by Grantor and Grantee of even date herewith, so that when all of the work on said premises shall have been completed to the satisfaction of said Grantee, and a permanent and unconditional certificate of occupancy or its equivalent has been {issued for the building at the premises said Grantee shall pay over to said Grantor any balance necessary to complete ‘the full loan of TWO MILLION SEVEN HUNDRED NINETY FIVE THOUSAND AND NO/100 DOLLARS (S2,795,000.00); and WHEREAS, Grantor agrees to complete the erection or repair of said buildings and improvements to the of said Grantee within a reasonable time from the date hereof or atthe latest on or before April 1, 2020; satis and WHEREAS, said Grantor in consideration thereof, has this date executed and delivered to Grantee, this ‘mortgage deed and # promissory note in the principal amount of TWO MILLION SEVEN HUNDRED NINETY FIVE THOUSAND AND NO/100 DOLLARS (S2,795,000.00) payable to the order of said Grantee, (the "Note"), ‘8 copy of which note is attached hereto and made a part hereof as Schedule C. Grantor warrans, represents, covenants and agrees as follows: 1, THE NOTE, To pay, subject to the terms thereof, the Note and all interest and other charges, if ‘any, as the same shall become due and payable, and also any other indebtedness that may be or become payable to Grantee by Grantor. 2. TITLE, That Grantor is the lawful owner of the Mortgaged Premises and that the same is free and clear of all liens and encumbrances except as hercin otherwise set forth; that Grantor has good right, full power and lawful authority to enter into this Mortgage; thatthe execution of this Mortgage by Grantor is binding upon Grantor ‘and that Grantor will forever warrant and defend the title to the Premises and the validity and priority of this Mortgage against the claims of all persons and partes.wOLA85 PoOuSO 3. IMPOSITION. Grantor hereby agrees, upon the request of Grantee, to pay to Grantee each month (as and whenever Grantee may elect, from time to time), together with any principal and/or interest payment then due, such sum as may be estimated by Grantee to be required in order to enable Grantee to pay all taxes, assessments, water and sewer charge and other governmental impositions (except income taxes of Grantor) which ‘may be levied or assessed upon the Mortgaged Premises or any part thereof (hereinafter collectively "Impositions") atleast thirty (30) days before they become due. Such added payments shall not be, nor be deemed to be, trust funds, ‘but may be commingled with the general funds of Grantee, and no interest shall be payable in respect thereto, Upon ‘demand of Grantee, Grantor agrees to deliver to Grantee such additional sums as in the judgment of Grantee may be necessary to make up any deficiency in the amount needed to enable Grantee to pay all such Impositions. In the ‘event of default by Grantor in the performance of any of the terms, covenants or conditions of the Note or of this ‘Mortgage or any other document or instrument securing this Note, Grantee may apply against the indebtedness secured hereby, in such manner as Grantee may determine, any finds of Grantor then in Grantee's possession pursuant to this Paragraph. 4. INSURANCE. That Grantor will at all times; (2) Keep the building and improvements and personal property to be constructed on the Premises insured for the mutual benefit of Grantee and Grantor, as their respective interests may appear, in amounts sufficient to prevent Grantor or Grantee from becoming a coinsurer within the terms of the applicable policies, and in no event less than the full replacement valve thereof, against loss or damage by (1) fire lightning and such other risks and hazards as are insurable under present and future broadest forms of fire and all risk coverage insurance policies, including builders risk, during the construction period, with deductibles satisfactory to Grantee; (ii) explosion of boilers, heating apparatus and other pressure vessels; (ii) war risks (whenever such war risk insurance shall be required by Grantee and shall be obtainable through any governmental ageney of a corporation organized under any instrumentality of the United States government; (iv) loss of rent due to fire and the risks now or hereafter embraced by broadest forms of all risk coverage insurance policies, in the vacant or occupied form, for the full rental value of the Mortgaged Premises for 2 term of not less than one (1) year; (v) flood insurance for the full replacement value of the buildings and all improvements thereon, as specified in the Flood Disaster Protection Act of 1973, (as amended to date) or if such insurance is not required thereunder, Grantor shall supply appropriate evidence of such fact; and (vi) such other risks of damage, hazards, casualties and contingencies as Grantee shall from time to time reasonably require, provided that insurance against such other risks shall then be commonly carried by prudent owners or lessees of property similar in character, construction, use and occupancy to the Improvements; and (b) Maintain general accident, public liability, against all claims for bodily injury, death or property damage occurring upon, in or about any building constituting a portion of the Mortgaged Premises, such insurance to bbe maintained in reasonable amounts having regard to the circumstances and the usual practice atthe time of prudent ‘owners and lessees of comparable improvements, and Grantor will reimburse Grantee for eny premium paid o insurance maintained by Grantee upon Grantor's default in so insuring such property. Grantor may effect for its own account any insurance not required under the provisions of this Mortgage, but any insurance effected by Grantor on the Mortgaged Premises, whether or not required under this Mortgage, shal be for the mutual benefit of Grantor and Grantee and shall be subject to other provisions ofthis Mortgage. All such insurance shall be evidenced by valid and enforceable policies, in form and substance and issued by insurers of recognized responsibility, in all respects reasonably satisfactory to Grantee, naming Grantee as either the loss payee or as an additional insured. The originals of all such policies shall be delivered to Grantee concurrently with the execution and delivery hereof, and thereafter, all renewal or replacement policies or certificates shall be delivered to Grantee not less than ten (10) days prior to the expiration date of the policy to be renewed or replaced, accompanied, if requested by Grantee, by evidence satisfactory to Grantee that all premiums with respect to such policies have been paid in full by Grantor, and such policies shall contain no endorsement permitting cancellation for default in payment of a loan whereby the premium has been financed. Grantee is authorized to adjust, collect and compromise in its discretion all claims under any policy, and to execute and deliver on behalf of Grantor all necessary proofs of loss, receipts, vouchers, releases and Acquittances required by the insurance companies, and Grantor agrees to sign, upon the request of Grantee, all receipts, vouchers, and releases for such purposes.WLG85 PEOKS! In the event of loss under any policy of insurance herein referred to, the proceeds of such policy shall be paid by the insurer to Grantee, and if Grantor shall fully reconstruct, repair or restore the Mortgaged Premises to as ‘good condition as the same was in immediately prior to the damage or destruction thereof resulting in such loss, Grantee shall apply such proceeds, after deducting all costs of collection, including a reasonable attorney's fee, ‘toward such reconstruction, repair or restoration to the Mortgaged Premises: but if Grantor shall not so reconstruct, repair or restore the Mortgaged Premises, Grantee shall apply the same as payment on account of the indebtedness secured hereby, whether or not then due and payable, and in such manner as Grantee in its sole diseretion may see fit, and shall remit the excess, if any, to Grantor. 5. __ DEPOSITS FOR IMPOSITIONS AND INSURANCE PREMIUMS, Grantor will, upon notice by Grantee to Grantor, in order to provide for a timely payment of "impositions, (meaning taxes, insurance, special assessments and any other periodic charges upon the Mortgaged Premises), deposit with Grantee an additional amount sufficient to discharge such obligations when they become due. The determination of the amount so payable and of the fractional part thereof to be deposited with Grantee so thatthe aggregate of such deposit shall be sufficient for such puspose, shall be made by Grantee in its sole discretion. Such amounts shall be held by Grantee without interest and applied tothe payment of the obligation in respect to which such amounts were deposited, at or before the respective dates on which the same would become diligent. If one month prior to the due date of any of the sforementioned obligations the amounts then on deposit therefor shall be insufficient forthe payment of such obligation in fll, Grantor within ten (10) days after notice from Grantee, sbll deposit the amount of the deficiency with Grantee. Nothing herein contained shall be deemed to affect the right or emedy of Grantee under any provision of this Mortgage or of any statute or rule of law to pay such amount and to add the amount so paid together with interest atthe rate provided inthe Note to the indebtedness hereby secured, 6. DISCHARGE OF MECHANICS’ LIENS. Grantor will pay, from time to time when the same become duc, all lawful claims and demands of mechanics, materaimen, laborers, and others which, if unpaid, might result in, or permit the creation of, alien on the Mortgaged Premises, or any prt thereof, or on the revenues, and in general will, a the cost of Grantor and without expense to Grantee, do or cause to be done everything necessary 30 that the title to the Morigaged Premises shall be fully preserved and remain unimpaired; provided, however, that Grantor shall have the right to contest in good faith any such claim or demand. Grantor sball not permit any lien or encumbrance of any kind which might become superior or adverse tothe ttle of Grantor or the lien ofthis Mortgage to occur or remain upon the Mortgaged Premises or any part thereof. 7. __ ALTERATIONS, DEMOLITION, PROPER CARE AND USE. Grantor will not, now or hereafter, ‘remove or demolish the Improvements without the written consent of Grantee and will not make, authorize or permit to be made any changes or alterations in orto the buildings or improvements. Grantor will not commit any waste on the Mortgaged Premises or the security of this Mortgage, or make any change in the use of the Mortgaged Premises ‘which will in any way increase any ordinary fire or other hazard arising out of the construction or operation of the Mortgaged Premises. Grantor will, at all times, maintain the improvements in good operating order and condition ‘and will promptly make from time to time all repairs, renewals, replacements, alterations, additions and ‘improvements in connection therewith which are necessary or desirable for such end. Without the prior written consent of Grantee, any completed improvements shall not be removed, demolished or substantially altered, nor shall any personal property be removed, except where appropriate replacements free of superior title, liens and claims are ‘immediately made of a value atleast equal to the value of the personal property removed, and by such removal and replacement Grantor shall be deemed to have subjected such other equipment tothe lien of this Mortgage. 8, __ CONDEMNATION. Notwithstanding any taking of all or any part of the Mortgaged Premises by ‘eminent domain by any public or quasi-public authority or corporation or any other injury to or decrease in value of the Mortgaged Premises resulting ftom any alteration of the grade of any highway or street or any other action by any such public or quasi-public authority or corporation, the principal sum of the Note shall continue to earn interest at the rate therein provided until the amount of any award or payment resulting therefrom may have been actually received by Grantee, and any reduction in the principal sum of the Note resulting from the application by Grantee of any such award or payment as hereinafter set forth shall be deemed to take effect only on the date of such receipt by Grantee. If Grantor shall alter, restore or rebuild any part of the Mortgaged Premises wiich may be altered, damaged or destroyed as a result of any such taking or alteration of grade or other such action by any such public or 4YOQ8S PoouSs? quasi-public authority or corporation, such amount of such award or payment as may be necessary to reimburse Grantor, without interest, for the cost of any such alteration, restoration or rebuilding by Grantor shall be paid by Grantee to Grantor. The balance of aay such avard or payment and, if Grantor doesnot ater or restore or rebuild the Mortgaged Premises which may have been so altered, damaged or destroyed, the entie amount of such award ot pxyment shall be retained and applied by Grant toward the payment on account ofthe principal ofthe indebtedness Secured hereby, wheter or not then duc or payable in such tanner as Granta, init soe diereton may soe, and Grante shall remit any exces to Grantor. prior to the receipt by Grantee of such award or payment, the Preines shall have been sold on foreclosure ofthis Mortgage, Grantee hal ave tbe right to occve said award or payment to the extent of any deficiency found to be due upon such sale, with legal interest thereon, whether or aot 8 Aficeney judgment on this Mortgage shal have been sought or ecaverd or denied, and the reasonable counsel fees, costs and disbursements incumed by Grantee in connection withthe collection of such avard ot payment, 9. LEASES, SUBLEASES AND CONTRACTS. Grantor will not execute an assignment of the rents or any part thereof from any lease or leases of the Mortgaged Premises nor assign all or any part of the revenues arising out of the contracts between Grantor and others or except where the lesee is in default thereunder and after giving Grantee written notice of its intention to cancel the same and the expiration of thirty (30) days without objection from Grantee, terminate or consent to the cancellation or surrender of any lease now existing or hereafter to be made, Grantor will not execute any lease of all or a substantial portion of the Mortgaged Premises except for ‘actual occupancy by the lessee thereunder and then only with the prior written consent of Grantee and will at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all leases of the Mortgaged Premises now or hereafter existing, on the part of the Lessor thereunder to be kept and performed. If any of such lease provides for the giving by the lessee of a certificate with respect to the status of such Lease, Grantor shall exercise its right to require such certificate within five (5) days of eny demand therefor by Grantee. To the extent not so provided by applicable law, each lease of the Mortgaged Premises, or of any part thereof entered into subsequent to the date hereof, shall provide that, in the event of the enforcement by Grantee of the remedies provided for by law or by this Mortgage, any person succeeding to the interest of Grantor as a result of ech enforcement shall not be bound by any payment of rent or additional reat for more than one (1) month in advance, not be subject to any right of setoff which the lessee might have against Grantor or be responsible for any Tenant Security Deposit or any interest thereon which might be due to lessee unless such sums have actually been ‘tured over to such successor in interest, Grantor shall not collect rent more than thirty (30) days in advance of its due date under any and al leases for any part of the Premises without first obtaining the written approval thereto of the Grantee herein; and in the ‘event such approval be given, Grantor at Grantee's request agrees to deposit said rents with Grantee, Any and all tenant's Security Deposits in excess of an amount equal to two (2) month's rent under any and all leases for any part Of the Premises shall be deposited and pledged, subject to tenant's rights so that they cannot be used by Grentor ‘without the consent of Grantee, and in the event of foreclosure of this Mortgage, these deposits shall be transferred to Grantee if title is acquired by Grantee or tothe purchaser in the event of foreclosure sale 10. COMPLIANCE WITH LAWS. Grantor shall maintain the Premises in good condition and repair, shall not commit or suffer any waste of the Premises, and shall comply with, or cause to be complied with, all statutes, ordinances and requirements of any governmental authority relating to the Premises; and Grantor shall promptly repair, restore, replace or rebuild any part of the Premises now or hereafter subject to the lien of this ‘Mortgage which may be damaged or destroyed by an casualty whatsoever or which may be affected by any condemnation or eminent domain proceeding, provided Grantee makes available any insurance, condemnation of eminent domain proceeds to repair, restore, replace or rebuild the damaged, destroyed or affected portion of the Premises. Grantor shall complete and pay for, within a reasonable time, any structure at any time in the process of construction on the Premises; and Grantor shall not initiate, join in, or consent to, any change in the zoning classification for the Premises; and Grantor shall not initiate, join in or consent to, any change in the zoning swor 985 Poous3 classification for the Premises or any private restrictive covenant or private restructions limiting or defining the uses which may be made ofthe Premises or any part thereof, without the written consent of Grantee. 11. __ FURTHER ASSURANCES. Grantor will, at the cost and expense of Grantor and without any expense to Grantee, do, execute, acknowledge and deliver all and every such future acts, deeds, conveyances, ‘mortgages, assignments, notices of assignments, transfers and assurances as Grantee shall from time to time require for the better assuring, conveying, assigning, transferring, and confirming unto Grantee the property and rights hereby conveyed or assigned or intended now or hereafter to be, or which Grantor may be or may hereafter become ‘bound to convey or assign to Grantee or for carrying out the intention or facilitating the performance of the terms of this Mortgage, or for filing, registering or recording this Mortgage, 12, _ GRANTEE'S RIGHT TO CURE. Upon the failure of Grantor to pay any Imposition, atthe time ‘and in the manner provided, or if Grantor shall fail to insure the Mortgaged Premises or to pay any debts claims or other charges for repairs and/or improvements or to keep the Mortgaged Premises in good condition and repair as all provided herein, including the commencement, continuation or completion of construction on the premises in accordance with the terms of the Construction Loan Agreement, or if such construction is proceeding in a manner Which in Grantee's determination will not allow for completion in accordance with said Construction Loan Agreement, or if Grantor shall fail to perform and observe any of the terms, covenants, conditions or obligations required to be performed or observed by Grantor hereunder without limiting the generality of any other provision of this Mortgage, and without waiving or releasing Grantor from any of its obligations hereunder, Grantee shall have the right, but shall be under no obligation, to pay any such Imposition or other such payment and may perform any other act or take such action as may be appropriate to cause such other term, covenant, condition or obligation to be promptly performed or observed on behalf of Grantor, including the filing of any application in Grantee's own name or in the name of Grantor with full power of attorney to execute any such application on behalf of Grantor to obtain, preserve, protect permits or approvals necessary for the completion of the improvements on the premises. GGrante i hereby granted the right to enfer upon the Mortgaged Premises at any time and from time to time forthe purpose of taking any such action, and all monies expended by Grantee in connection therewith inciuding but ‘ot limited to legal expenses and distributions together with interest due atthe rate prescribed inthe Note, shall be paid by Grantor to Grantee forthwith upon demand and be secured by this Mortgage, and Grantee shall have, in Addition to any other right or remedy of Grantee, the same tights and remedies in the event of non-payment of any such sums by Grantor a inthe case ofa default by Grantor inthe payment of interest and principal due under the Note. Grantee shall make a good faith effort to give notice to Grantor of Grante's exercise of Grantee's rights to cure any such default as herein provided. Grante shall in no event be liable for failure to make such efforts or to give such notice, and, moreover, such notice if given, may be given simultancous or contemporaneous with such cure. If Grantee shall eleet to advance insurance premiums, taxes or assessmens, loan commitment fees or redemption for tax sale, the receipt of the insurance company, lender, or the proper tax offical shall be conclusive evidence ofthe ‘mounts, validity and the fact ofthe payment thereof. 13, OBLIGATIONS SECURED. It is te intent ofthis Mortgage to secure payment of the Note, and to secure any other amount or amounts that may be added to the Mortgage indebtedness under the terms of this {instrument or the Construction Loan Agreement and further to secure performance and observance of all of the ‘terms, covenants and conditions contained or referred to in the Note, the Construction Loan Agreement and this ‘Mortgage and all other liabilities, indebtedness and obligations of Grantor to Grantee, director indirect, absolute or ‘contingent, oint or several, now or hereafter arising, 14, _ ASSIGNMENT OF RENTS AND LEASES. Grantor does hereby assign to Grantee all rents, profits and income arising out of any leases now or hereafter executed in accordance with the terms of this instrument and in the event of any default, Grantee shall have the right without notice to Grantor to demend and receive directly from any lessee ali payments then or thereafter due from the lessee to Grantor. Grantor shall, upon default, notify each lessee in writing by certified mail, registered, return receipt requested, of the existence of this instrument and the right of Grantee to require the direct payment of rent by such lessee without any concurrence by Grantor. Any separate Collateral Assignment of Leases and Rents executed by Grantor in favor of Grantee shall bein addition to and notin derogation of the rights herein granted to Grantee. 6you985 PoOuSY 15. RIGHT TO INSPECT. Grantee and any persons authorized by Grantee shall have the right to enter and inspect the Premises at all reasonable times, and Grantor shall effect whatever repairs or replacements Grantee is required to maintain said Premises in good operating condition. 16. SALE, ASSIGNMENT AND MORTGAGING PROHIBITED. Grantor will not sell, assign, transfer, mortgage, pledge or otherwise dispose of or encumber, whether by operation of law or otherwise, is interest in the Mortgaged Premises, including the land, the leases, the improvements, the revenues or the personal property; Grantor shall not dissolve or tiquidate its business, or merge into or become consolidated with any other Corporation, nor shall a controling stock interest in Grantor, or any parent, immediate or remote of Grantor, be transferred at any time, or in the aggregate, nor shall any legal or equitable interest in the entity comprising Grantor, be it a corporation, partnership or trust or other legal entity be so conveyed, transferred, pledged, assigned, encumbered, mortgaged or disposed of either directly or indirectly without the prior written consent of Grantee, except for a transfer of Borrower's stock to a trust created by and for the benefit of Borrower's sole stockholder. 17, ___ FINANCIAL STATEMENTS. Grantor, at its own cost and expense, and at no expense to Grantee, shall furnish Grantee all financial statements as set forth in the Note attached hereto, 18 DEFAULTS. The happening of any one or more of the following events shall constitute a default hhereunder on the part of Grantor: (@) The failure to make payment, within en(10) days after any Imposition shall become due and payable; (©) The failure to make payment of any installment of interest or principal under the Note ‘within ten(0) days after the due date thereof, (©) The failure, after having received notice of any default under any lease, immediately to ‘commence and thereafter proceed with all due diligence and in good faith to cure such default or otherwise to remedy the matter referred toin such notice from the Lessee of the Lease; (© The failure to perform or observe any covenant or condition contained in (j) this ‘Mortgage Deed; (i) the Note secured hereby; (i) the Collateral Assignment of Rentals; (Gv) the Commitment Letter; (v) the Construction Loan Agreement; and (vi) any other document of instrument executed in connection with theconsumumation of this mortgage loan, other than the payment of money for a period of ten (10) days unless by reason of the nature of such matte, the same cannot be reasonably cured within ten (10) days and if in such event Grantor shall commence to cure the same and proceed diligently thereafter; (©) __Ifany representation or warranty made by or on bebalf of Grantor to Grantee shall prove to have been inaccurate, incomplete or misleading in any material respeot when made; (© Grantor shall be adjudged or declared as bankrupt or insolvent, shall make anassignment of all ora substantial part of his assets forthe benefit of creditors; (@) Creation of alien or encumbrance on the Mortgaged Premises without the prior written consent of Grantee, which Grantor is not contesting in good faith. (t) The sale, assignment, transfer, mortgage, pledge disposition or encumbrance of the ‘Mortgaged Premises or another violation of any of the terms, provisions or covenants of Grantor contained in Paragraph 15 hereof, 7WOO 98S peousSs Upon the occurrence or happening of any default, ("Events of Default") then the entire remaining unpaid principal balance of this loan, together with all unpaid interest thereon, and all other amounts secured hereby, shall, atthe option of Grantee, become immediately due and payable without any demand or notice, and Grantee shall have ro obligation to make further advances under the mortgage loan. 19, TIME OF THE ESSENCE. Grantor understands, acknowledges and agrees that inthe performance of, compliance with, and observance of all of the terms, conditions, provisions, agreements and covenants contained in (a) this Mortgage Deed; (b) the Note secured hereby; (c) the Collateral Assignment of Leases and Rents; (A) the Construction Loan Agreement; and (e) all other documents and instruments executed in connection with this ‘mortgage loan transaction; that time is and shall be of the essence. 20. LEGAL EXPENSES OF GRANTEE. If Grantee in its reasonable judgment shall retain counsel to enforce any obligation of Grantor to Grantee, or if pursuant to eny request of Grantor any action or approval of Grantee shall be requested, o if there shall be any litigation to which Grantee may be made a party on account ofthis, lien or which may affect the title to the Mortgaged Premises or the validity ofthe indebtedness hereby secured, or if Grantee is required to establish or sustain the lien of the Mortgage, or its priority, or to defend against any lien, laim, right, estates, easements or restrictions asserting priority to this Mortgage; or payment, settlement, discharge, or release of any asserted lien, claim, righ, estate, easement or restriction made upon advice of counsel thatthe same is superior or adverse to the lien of this Mortgage, any reasonable attorney's fees of such counsel shall be the obligation of Grantor which, if not paid by Grantor wien due, shall be added to, and be a part of, the indebtedness hereby secured. Any costs and expenses ressonably incurred in the foreclosure of this Mortgage and/or the sale of the Mortgaged Premises securing the same and in connection with any other dispute or litigation affecting said debt ot lien, (provided Grantee prevails), including reasonably estimated amounts to conclude the transaction, sall be the obligation of Grantor and, if not paid by Grantor when due, shall be added to and be a part of the indebtedness hereby secured. All such amounts shall be payable by Grantor to the payee without formal demand, and if not paid ‘when due, shall be included as a part of the Mortgage debt and shall include interest atthe rate provided for in the Note. In the event foreclosure proceedings have been commenced and thereafter Grantor is permitted to reinstate the loan evidenced hereby or pay the entire indebtedness secured hereby, Grantee shall in addition be entitled to collect all accrued charges, costs and expenses including attorney's and other professional fees. 21, APPOINTMENT OF RECEIVER OF RENTS. Grantee in any action to foreclose this mortgage, ‘or upon the actual or threatened waste to any part of the Premises, or upon default in the observance or performance of any covenant or agreement of Grantor hereunder, shall be a liberty to apply for the appointment of a receiver of the rents and profits of the Premises without notice, and shall be entitled to the appointment of such a receiver as a mutter of right, without consideration of the value of the Premises as security for the amounts due Grantee, or the solvency of any person or corporation liable for the payment of such amounts, 22, _ FORECLOSURE. Grantee shall not be obligated to release or be prevented from foreclosing or enforcing this Mortgage upon all or any part of the property hereby mortgaged, unless and until the entire debt and all items hereby secured shall have been paid in full; a distinguished from the entire whole thereof as payment of or ‘upon the said debt to the extent of the value of each part or parts; and shall not be compelled to accept or allow any apportionment ofthe said debt to or among any separate parts of the said Premises. 23, WAIVER BY GRANTEE, Any failure by Grante to insist upon the stict performance by Grantor of any of the terms and provisions thereof shall not be deemed to be a waiver of any of the terms and provisions hereof, and Grantee, notwithstanding any such failure, shall ave the right thereafter to insist upon the provisions of this Mortgage or the Note secured hereby to be performed by Grantor; and neither Grantor nor any other person now or hereafter obligated for the payment of the whole or any part of the sums now or hereafer secured by this “Mortgage shall be relieved of such obligation by reason of the failure of Grantee to comply with any request of Grantor or of any other person so obligated to take action to foreclose this Mortgage or of any obligation secured by this Mortgage, or by reason of the release, regardless of consideration, ofthe whole or any part ofthe security held for the indebtedness secured by this Mortgage, or by reason of any agreement or stipulation between any subsequent 'YO 85 PoouSb ‘owner or owners of the Premises and Grantee extending the time of payment or modifying the terms of the Note or ‘Mortgage without first having obtained the consent of Grantor or such other persons shall continue to be liable to ‘make such payments according to the terms of any such agreement of extension or modification unless expressly released and discharged in writing by Grantee; and regardless of consideration, and without the necessity for any notice to or consent by the holder of any subordinate lien on the Premises, Grantee may release the obligation of ‘anyone at any time liable for any of the indebtedness secured by this Mortgage or any part ofthe security held forthe indebtedness and may extend the time of payment or otherwise modify the terms of the Note and/or Mortgage without, as to the security or the remainder affecting the lien of this Mortgage, of the priority of such len, as security for the payment of the indebtedness as it may be so extended or modified, over any subordinate lien; and the holder ‘of any subordinate lien shall have no right to terminate any lease affecting the Premises whether or not such lease be subordinate to this Mortgage. ‘The Note secured hereby shall also become due and payable forthwith at the option of Grantee if there shall ‘ceur any beach or violation of any ofthe terms, covenants, conditions or provisions of any Security Agreement to Which Grantor isa debtor now or hereafter affecting any personal property or fixtures now or hereafer owned by Grantor or any person, frm, or corporation controlled by Grantor in connection with the Premises or any business conducted onthe Premises. 24, NOTICES. All notices hereunder shall be in writing and shall be deemed to have been sufficiently «given or served for all purposes when presented personally or sent by registered or certified mail to any party hereto at its address stated above or at such other address of which it shall have notified the party giving such notice in writing 25. MISCELLANEOUS. This Mortgage may not be modified, amended, discharged or waived orally, but only by an agreement in writing and signed by the party against whom enforcement of any such modification, amendment, discharge or wavier is sought. If there is more than one Grantor, the covenants and warranties hereof shall be joint and several. ‘The covenants of this Mortgage shall run withthe land and bind Grantor, the heis, distributees, executors, ‘administrators, legal representatives, successors and assigns of Grantor and all subsequent owners, encumbrancers and tenants of the Mortgaged Premises or any part thereof and shall inure to the benefit of Grantee, its successors and assigns, In the event title to the Mortgaged Premises, or any portion thereof, becomes vested in a person other than Grantor, Grantee may, without notice to Grantor, deal with such successor or successors in interest with reference to this Mortgage and the indebtedness secured hereby in the same manner as with Grantor, without in any way affecting the liability of Grantor hereunder or under the Note, and notwithstanding that such occurrence isa default hereunder. ‘The Article headings in this instrument are used for convenience in finding the subject matters, and are not to be taken as part of this instrument or to be used in determining the intent of the parties or otherwise interpreting this Mortgage. In the event any one or more ofthe provisions contained in this Mortgage or in the Note shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shal, at the option of Grantee, not affect any other provision or this Mortgage, but this Mortgage shall be construed as if such invalid, illegal or unenforceable provision has never been contained herein or therein. All pronouns or any variation thereof shall be deemed to refer to masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require. This Mortgage may be executed in any number of ‘counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument, 26. COMMERCIAL TRANSACTION. GRANTOR HEREBY ACKNOWLEDGES THAT THE TRANSACTION OF WHICH THIS OPEN-END MORTGAGE IS A PART IS A COMMERCIAL TRANSACTION, AS THAT TERM IS DEFINED IN SECTION 52-2781 OF THE CONNECTICUT °vOd85 P60uS) GENERAL STATUTES, AS AMENDED, AND GRANTOR HEREBY VOLUNTARILY AND KNOWINGLY WAIVES AND RELINQUISHES ANY AND ALL RIGHTS WHICH HE OR IT MAY HAVE, PURSUANT TO ANY LAW OR CONSTITUTIONAL PROVISION, INCLUDING, WITHOUT LIMITATION, CHAPTER 903(a) OF THE CONNECTICUT GENERAL STATUTES, TO ANY NOTICE OR HEARING PRIOR TO ANY ATTEMPT BY GRANTEE TO OBTAIN A PREJUDGMENT REMEDY AGAINST GRANTOR IN CONNECTION WITH SUCH TRANSACTIONS NOW, THEREFORE, if said Note shall be well and truly paid according to its tenor and all of the terms and conditions of said Note and this Mortgage are duly and fully performed, then this Deed shall be void; otherwise, to be and remain in full force and effect. IN WITNESS WHEREOF, Grantor has hereunto set its hand and seal this 14* day of March, 2018. Signed, Sealed and Delivered Stephani Hyes ‘STATE OF CONNECTICUT Bloomfield March 14, 2018 ‘COUNTY OF HARTFORD Personally appeared Fotis Dulos, as President of FORE GROUP, INC., a Connecticut sorporation, duly authorized signer and sealer of the foregoing instrument, and acknowledged the same to be his free act and deed and the free act and deed of said corporation, before me. 0WOL985 Poouss SCHEDULE A ALL THAT CERTAIN tract of land, together with the buildings and improvements thereon, situated in the ‘Town of New Canaan, County of Fairfield and State of Connecticut, shown and designated as Parcel #15, 2.434 ‘acres on a certain map entitled “Map Prepared for John Cretella, New Canaan, Connecticut Two Acres Residence Zone Total Area = 35.166 Ac.” Certified “Substantially Correct” Henricis’ New Canaan, Ridgefield & Bethel, Conn, Class A-1 survey dated Apr. 19, 1967 Robert M. Henrici L.S. #6089, which map is on file in the New Canaan Town Clerk's Office as Map No. 5105, reference to ssid map being expressly made for a more particular description of said premises ‘Said premises are bounded as follows: ‘NORTHERLY: 409.76 feet by Parcel 14, as shown on said map; EASTERLY: 229.18 feet by Sturbridge Hill Road; SOUTHERLY: 515.53 feet by Parcel 16, as shown on said map; WESTERLY: 252.41 feet by Parcel 10, as shown on said map.VoL985 pcous9 SCHEDULE B ‘Said Premises are subject to: 1 ‘Any and all provisions of any ordinance, municipal regulation, private or public law including, but not limited to, planning and zoning rules and regulations ofthe Town of New Canean. ‘Taxes to the Town of New Canaan as they become due and payable. ‘Water and Sewer Use charges as they become due and payable Restrictive Covenants and agreements contained in an Executor's Deed dated August 8, 1906 and recorded. August 17, 1906 in Volumne 27 at Page 39 of the New Canaan Land Records. Restrictive Covenants and agreements contained in an Agreement dated August 8, 1906 and recorded ‘August 17, 1906 in Volume 27 at Page 42 of the New Canaan Land Records. Inspection and Installation Grant tothe Town of New Canaan dated October 11, 1967 and recorded October 25, 1967 in Volume 190, Page 340 of the New Canaan Land Records. Easement to The Southem New England Telephone Company dated November 20, 1967 and recorded December 1, 1967 in Volume 191 at Page 47 of the New Canaan Land Records. Easement to The Connecticut Light and Power Company dated November 27, 1967 and recorded December 19, 1967 in Volume 191 at Page 292 of the New Canaan Land Records. 10" Wide Slope Rights Easement as shown on Map No, 5105 on file in the New Canaan Town Cletk’s Officce. 2YL S8S PoOuDo SCHEDULE C ‘SAVINGS BANK OF DANBURY Commercial Construction Mortgage Variable Rate Note 32,795,000.00 Mareh 14, 2018 Bloomfield, Connecticut 1. OBLIGATION To Pay. FOR VALUE RECEIVED, FORE GROUP, INC., a corporation organized and existing under the laws of the State of Connecticut, having its principal office at 4 Jefferson Crossing, Farmington, Connecticut, its successors and assigns (hereinafter "Borrower"), acting herein by Fotis Dulos, as President, duly authorized, promises to pay to the order of SAVINGS BANK OF DANBURY, a Connecticut banking corporation having an office and place of business at 220 Main Street, Danbury, Connecticut, its successors and assigns (hereinafter "Bank"), the principal sum of TWO MILLION SEVEN HUNDRED NINETY FIVE THOUSAND AND NO/100 DOLLARS (S2,795,000.00), or so nmch thereof as may be advanced in accordance with the terms of a certain Commitment Letter dated February 20, 2018, as amended from the Bank to the Borrower (hereinafter “Commitment Letter’) and ‘a Commercial Construction Loan Agreement between Borrower and Bank, executed simultaneously herewith (hereinafter "Loan Agreement"), plus interest payable atthe rate or rates provided in Paragraph 3 of this Note and in ‘the manner provided in Paragraph 4 of this Note, all taxes assessed upon said sums against the holder hereof, and any costs and expenses incurred in the enforcement of this Note as provided in Paragraph 7 of this Note. The Borrower shall maintain a depository account at Bank into which construction advances will be deposited. 2. CONSTRUCTION LOAN, ‘The proceeds of this Note constitute a commercial construction loan. ‘The construction period commences as of the date hereof and is scheduled to end April 1, 2020. 3. INTEREST RATE. ‘The inital interest rate payable under this note is Six Percent (6.00%) per annum. ‘The interest rate payable hereunder shall increase or decrease, from time to time as and when the Prime Rate (as hereinafter defined) changes, which interest rate shall be based on The Wall Street Journal “Prime Rate” plus one and one-half percent (1.50%) per annum, except that in no event shall the interest rate be Tess than six percent (6.00%) per annum, Any change in the Prime Rate shall be effective immediately as of the date of such change, whether or not Bank gives Borrower notice of the change. The Prime Rate is a reference rate and does not necessarily represent the lowest or best rate being charged to any borrower. The Wall Street Journal Prime Rate (the “Prime Rate”) is the rate published in The Wall Street Journal, Eastem Edition, under the designation “Money Rates” and shown as “prime rate” of “base rate on corporate loans posted by at least 70% of the nation’s 10 largest banks”, or similar words used by The Wall Street Journal or its successors. If there is more than one Prime Rate, the highest of such rates shall be the ate applicable hereunder. Interest shall be payable at the rate(s) described above on the unpaid principal due under this Note until the principal shall have been paid in full, whether before or after maturity, by acceleration or otherwise and whether or not judgment shall have been obtained, If the Prime Rate is no longer available, for any reason, the Bank or the holder hereof, shall choose an interest index to replace the Prime Rate, which index shall be based upon comparable information for the greater ‘New York Federal Reserve District. Notice of such index selection shall be given to the Borrower in writing, Page 1 of 6VOLGS5 PEOubT Interest shall be calculated daily on the basis of the actual number of days elapsed over a 360 day year and shall be payable in arrears. 4. PAYMENTS. Interest shall be due and payable on the first day of each month commencing May 1, 2018 and on the same day of each and every month thereafter until the Final Maturity Date. Interest may, at the option of the holder hereof, be deducted from the amount of the proceeds of any disbursement hereunder. Unless sooner paid, the final maturity date of this Note shall be April 1, 2020 (“Final Maturity Date”) on ‘which date the entire indebtedness evidenced by this Note, including without limitation, the unpaid principal balance , unpaid interest accrued thereon and any and all fees and other costs, shall be due and payable. All sums received ‘by Bank hereunder shall be applied first to the payment of interest, then to the payment of all other amounts due under this Note and the balance to principal. PREPAYMENT. Borrower shall have the right to prepay this Note in full or in part at any time, without payment of any premium or penalty of any kind, 6 LATE CHARGE AND DEFAULT RATE OF INTEREST. If any monthly installment of interest or principal and interest is not received by Bank or any other holder hereof within ten (10) days of the date it is due, there will be imposed upon Borrower a late charge equal to five percent (5%) of such overdue payment. From and after the Finel Maturity Date or from and after the occurrence of an Event of Default hereunder, inrespective of any declaration of maturity or acceleration of maturity, all amounts remaining unpaid and thereafter accruing hereunder (and notwithstanding the above stated interest rates) shall, atthe option of the holder hereof, bear interest at the default rate of four percent (4%) per annum above the interest rate then in effect as set forth in Paragraph 3 above (the “Default Rate”). In no event shall the Default Rate be in excess of the highest permissible rate under applicable law. Such Default Rate shall be payable on demand, but in no event later than when scheduled interest payments are due and payable, and the same shall also be due and payable on all amounts owed by the Borrower to Bank pursuant to any judgment entered in favor of Bank with respect to this Note and shall continue to accrue after judgment until such judgment shall have been paid in fll. All sums due or to become due to the Bank under Sections 1, 3, 4 and 6 are hereinafter referred to as “Liabilities”, 7. EVENTS OF DEFAULT, ENFORCEMENT, AND ACCELERATION. ‘An Event of Default is defined as any one of the following: ) failure by the Borrower to make any payment required under this Note within ten (10) days of the date it is due; or b) failure by the Borrower to perform any other obligation to the Bank under this Note, under the Construction Loan Agreement, under any mortgage or security agreement securing this Note or tunder any other document or agreement with the Bank relating to this Note or the debt evidenced hereby beyond the expiration of any applicable grace periods; ot ©) the institution of any proceedings by or against the Borrower under any laws relating to Dankruptey, insolvency, receivership or arrangements with creditors and, if against the Borrower, not dismissed or stayed within sixty (60) days thereafter; ot Page 2 of 6WOL985 PoOubZ 4) the occurrence of any default or Event of Default under the terms or provisions of any other note, Joan, or obligation ofthe Borrower to the Bank. Upon the occurrence of an Event of Default, the Bank may, without demand or notice, declare the entire unpaid balance of the Liabilities to be immediately due and payable, and the Borrower shall pay all collection and legal expenses incurred by Bank or holder hereof, including reasonable attorney's fees incurred in collection hereof ‘or in foreclosure of any mortgage securing this Note or in protecting or sustaining the lien of such mortgage. Presentment, demand, protest, and notice of dishonor are hereby waived by the Borrower 8 PURPOSE OF LOAN. ‘Borrower represents thatthe transaction herein described is a commercial transaction, and that the proceeds of this Loan are to be used for business purposes and not for agricultural, personal, family, or household purposes. 9. BUSINESS DAYS. Whenever any payment to be made hereunder shall be stated to be due on a Saturday, Sunday, or public hholiday under the laws of the State of Connecticut, such payment shall be made on the next succeeding business day. 10. COMPLIANCE. Borrower will comply with all applicable laws, rules, regulations, and orders including, without limitation, those conceming the environment, employer pension or benefit funds and the payment of taxes, assessments and other governmental charges. All such charges shall be paid before becoming delinquent, except to the extent that they are contested in good faith by appropriate proceedings, and a reserve for the payment of such charge has been set up on Borrower's books as may be required by generally accepted accounting principles, 1, ERISA. Borrower further agrees to immediately notify Bank, in writing, of any of the following events: (a) the existence of any reportable event creating liability of Borrower under ERISA. (Public Law 94-306, as amended); and (b) the occurrence or existence of any event, condition, or fact which may materially affect the financial condition of Borrower 12. DISCLOSURE. ‘Bank is hereby authorized to disclose any financial or other information about Borrower to any regulatory body or agency having jurisdiction over Bank or to any present, future, or prospective participant or successor in interest inthis loan or other financial accommodation made by Bank to Borrower. 13. PREJUDGMENT REMEDY WAIVER. THE BORROWER ACKNOWLEDGES THAT THIS TRANSACTION IS A COMMERCIAL TRANSACTION AND HEREBY WAIVES THE RIGHT TO PRIOR NOTICE OR A HEARING ON THE RIGHT OF BANK TO A PREJUDGMENT REMEDY. A PREJUDGMENT REMEDY ENABLES THE BANK, BY WAY OF ATTACHMENT, FOREIGN ATTACHMENT, GARNISHMENT, OR REPLEVIN TO DEPRIVE THE BORROWER OF, OR AFFECT THE USE, POSSESSION, OR ENJOYMENT BY THE BORROWER OF, ANY OF ITS PROPERTY AT ANY TIME PRIOR TO JUDGMENT IN ANY LITIGATION INSTITUTED IN CONNECTION WITH THIS NOTE. 14, WAIVER OF JURY TRIAL. THE BORROWER HEREBY WAIVES TRIAL BY JURY IN ANY SUIT, ACTION OR Page 3 of 6VOLO85 PoOub3 PROCEEDING OR ANY MATTER ARISING IN CONNECTION WITH, OR RELATED TO, THE FINANCIAL TRANSACTION OF WHICH THIS NOTE IS A PART OF OR THE ENFORCEMENT OF THE BANK'S RIGHTS AND REMEDIES WITH REGARD TO SUCH TRANSACTION. THE BORROWER EXPRESSLY ACKNOWLEDGES THAT THE BORROWER IS MAKING THIS WAIVER KNOWINGLY AND WILLINGLY. 15. PARTIAL INVALIDITY. In the event any one or more of the provisions contained in this Note shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, ilegality or unenforceability shall, at the option of holder, not affect any other provision of this Note, but this Note shall be construed as if such invalid, illegal or ‘enforceable provision had never been contained herein or therein. 16, _ FINANCIAL STATEMENTS, TAX RETURNS AND FINANCIAL REPORTING. The Borrower shall furnish, or cause to be furnished, to the Bank the following financial information in ‘each instance prepared in accordance with generally accepted accounting principles consistently applied and otherwise in form and substance satisfactory to the Bank in its sole diseretion 8) Within thirty (30) days of filing with the Internal Revenue Service, a true and complete copy of the federal tax returns, including all schedules and copies of Schedule K-I for any entities reported on Schedule E Part Il, of Borrower and Fotis Dulos. >) Within thirty (30) days of the annual due date as indicated by the Bank, annual personal financial statements of Fotis Dulos including, without limitation, statements of financial condition, a listing of real estate holdings (including percentage of ownership and ownership status), and any other information reasonably requested by Bank. ©) Such other information as Bank may from time to time reasonably request. 17. GOVERNING LAW, BANK, JOINT, AND SEVERAL OBLIGATIONS. ‘This Note shall be governed by the laws of the State of Connecticut ‘This Note, and all obligations hereunder shall be the joint and several obligations of all makers, guarantors, endorsers, in accordance with their respective guarantees, and other accommodation parties, and each provision hereof shall apply to each and all jointly and severally. No extension of time for payment, or delay in enforcement hereof, nor any renewal of this Note or substitution or release of any collateral or mortgage, without notice, shall release the obligation of any maker, guarantor, endorser or other accommodation party to Bank or holder hereof or shall operate as a waiver of any of its rights. 18 LIEN AND SET OFF. @) The Borrower hereby grants to the Bank a lien, security interest and right of set off a security for all of the Borrower's liabilities and obligations, whether now existing or hereafter arising, upon and against all the deposits, credits, collateral and property of the Borrower, now or hereafter in the possession, custody or control of the Bank or any entity under the contol of the Bank or in transit t9 any of them. Upon an Event of Default, without demand or notice, the Bank may set off the same or any part thereof and apply the same to any liability or obligation of the Borrower even though un-matured and regardiess of the adequacy of any other collateral securing the loan evidenced hereby, TO THE EXTENT PERMITTED BY LAW, ANY AND ALL RIGHTS TO REQUIRE THE BANK TO EXERCISE ITS REMEDIES WITH RESPECT TO ANY OTHER COLLATERAL WHICH SECURES THE LIABILITIES PRIOR TO EXERCISING ITS RIGHTS OF SET OFF Page 4 of 6YoLG8S PEOubY WITH RESPECT TO SUCH DEPOSITS, CREDITS OR OTHER PROPERTY OF THE BORROWER, ARE HEREBY VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVED. 1b) This Note is also secured by a Mortgage on the real property and improvements known as 61 Sturbridge Hill Road, New Canaan, Connecticut (the “Mortgeged Premises”). 19, PLEDGE TO THE FEDERAL RESERVE. ‘The Bank may at any time pledge all or any portion of its rights under the loan documents including any portion of this Note to any of the twelve (12) Federal Reserve Banks orgenized under Section 4 of the Federal Reserve Act, 12 U.S.C. Section 341. No pledge or enforcement thereof shall release the Bank from its obligations ‘under any of the loan documents, 20. RIGHT TO SELL. ‘The Bank sball have the unrestricted right at any time and from time to time, and without the consent of or notice to the Borrower, to grant to one or more banks or other financial institutions (each a “Participant”) ‘participating interests in the Bank’s obligation to lend hereunder and/or any ot all of the loans held by the Bani hereunder. In the event of any such grant by the Bank of a participating interest to a participant whether or not upon notice to Borrower, the Bank shall remain responsible for the performance of its obligations hereunder and the Borrower shall continue to deal solely and directly with the Bank in connection with the Bank’s rights and obligations hereunder. ‘The Bank may furnish eny information concerning the Borrower in its possession, ftom time to time, to prospective assignees and Participants, provided that the Bank shall require any such prospective assignee or Participant to agree, in writing, to maintain the confidentiality of such information. 21, SPECIAL COVENANTS, ‘The Borrower covenants and agrees that until payment is made in fll ofthe liabilities and the performance ofall of ts obligations hereunder, unless the Bank otherwise consents in writing, the Borrower shall comply with the following special covenants: 8) Negative Pledge. Borrower shall not pledge, grant a security interest in, mortgage, assign, ‘encumber, or otherwise create a lien on any of the Morigaged Premises in favor of any person or ) Debt Restrictions, Borrower shall not create, incur, or assume any additional indebtedness for ‘business or commercial purposes other than existing indebtedness previously disclosed to and approved by Bank. ©) Loan Restrictions. Borrower shall not make any loans or advances to any other person or entity, including without limitation, officers, directors, shareholders, principals, partners, members, o affiliates of Borrower or Guarantors. 4) Guaranty Restrictions. Borrower shall not assume, guarantee, endorse, or otherwise become irectly oF contingently liable for the obligations of any other person or entity except by ‘endorsement of negotiable instruments for deposi or collection in the ordinary course of business. ©) Ownership Transfer Restrictions. Borrower shall not, whether voluntarily, involuntarily or by operation of law, sell, transfer, convey, assign, pledge, encumber or grant a security interest in, Page 5 of8) h) YOL985 Poouys any ownership interests in Borrower to or in favor of any person or entity without the consent of the Bank. wnership, May Accounting ‘There shall be no change in the ownership of the Borrower, nor any material change in the management, structure or tax classification of the Borrower or in the manner in which the business of the Borrower is conducted or in its method of accounting, unless previously disclosed to Bank in writing and approved by Bank. Financing Sign. Subject to local ordinances and statutes, the Borrower shall have installed on the Mortgaged Premises, at no expense to Bank, a sign to be furnished by Bank stating that financing. ‘on the Mortgaged Premises is being provided by the Savings Bank of Danbury. Such sign shall be located with Borrower's approval so as to be clearly visible and readable from the main street adjoining the mortgaged premises. Number of Projects, Borrower and Guarantor shall have no more than one (1) speculative ‘house/building project under construction at any time financed by Bank, ‘The Borrower has caused this Note to be duly executed and delivered by its proper member as of the day and year first above written. FORE GROUP, INC. By. Fotis Dalos Its President, Duly Authorized | Received for record on 3-15-19 at 12:15 9m and recorded by Chandan A Wetoer TOWN CLERK Page 6 of 6Exhh¢ B. Docket. No. FST-CV-19-6044836-S : SUPERIOR COURT SAVINGS BANK OF DANBURY : J.D. OF STAMFORD. VS. FORE GROUP, INC. : JANUARY 13, 2020 ETAL. FIDAVIT STATE OF CONNECTICUT ) ) ss. Danbury January 13, 2020 COUNTY OF FAIRIFELD ) The undersigned, being duly sworn, hereby deposes and says that: 1. Heis over the age of eighteen (18) years and believes in the obligations of an oath 2. He is an Executive Vice President of Savings Bank of Danbury and as such is familiar with the facts set forth herein 3. Pursuant to a Commercial Construction Mortgage Variable Rate Note dated May 14, 2018 (“Note”), FORE GROUP, INC. (“Borrower" or "Maker") promised to pay to the order of SAVINGS BANK OF DANBURY ("Bank") the principal sum of TWO MILLION SEVEN HUNDRED NINETY FIVE THOUSAND DOLLARS ($2,795,000.00) with interest thereon as provided in the Note, together with all costs and expenses including reasonable attomey's fees in the collection of any payment due thereunder. ‘The Note has a present principal balance of $2,733,313.52 in addition to interest, costs and attorney's fees which brings the Note balance to the approximate amount of $2,825,817.72.4. By a Commercial Construction Mortgage Deed ("Mortgage") dated May14, 2018 and recorded May 15, 2018 in Volume 985 at page 447 of the New Canaan Land Records, the Defendant Fore Group, to secure repayment and performance of the obligations under the Note, granted a mortgage deed to the Bank upon property known as 61 Sturbridge Hill Road, New Canaan, Connecticut (‘Premises’) on which sits a residence of over 9400 square feet. Said house is unoccupied and is listed for sale at $3,975,000.00. 5. The Defendant FOTIS DULOS (‘Dulos") guaranteed payment of the Note and Mortgage by virtue of a Guaranty Agreement dated May 14, 2018. 6. To the best of my knowledge and belief, Mr, Dulos is the sole remaining employee of the Borrower and has been solely in charge of maintaining the Premises. Mr Dulos has been charged with murder and is presently under house arrest and cannot leave his home in Farmington without court approval. 7. Mr. Dulos is unable to maintain the Premises while under house arrest. Furthermore, Mr. Dulos has informed the Bank that he does not have sufficient funds to maintain the Premises and pay for such things as snowplowing and lawn maintenance. He has previously requested that the Bank pay for utilities to keep the electricity and heat operating as he did not have the funds to do so. The Bank recently has not made those advances to him. 8. The Bank is concerned that the utilities will be turned off which will result in significant damage if the pipes freeze in the winter months. 9. There is a real estate tax payment of $15,662.51 due in January, 2020 to the Town of New Canaan which the Borrower is unable to pay.10. The Mortgage expressly provides in paragraph 21 for the Appointment of a Receiver of Rents in any action to foreciose the mortgage or in the event of a default by the Borrower. Said Section also provides that the Bank is entitled to the appointment of a Receiver of Rents as a matter of fight without consideration of the value of the Premises. A copy of the Mortgage is attached to the Motion. 11. The Borrower and Mr, Dulos have stated that they do not have the funds to maintain the Premises and that the Bank needs to provide those funds even though the loan is in default. The Bank will only advance funds if it has confidence that any expenditures are properly incurred and are handled by third party. Thus, a receiver needs to be appointed. The Bank is proposing that Luig D’Acunto of DBI Development in Norwalk, Ct. be appointed the Receiver. Mr. D’Acunto previously has maintained several other properties for the Bank in New Canaan. The utlities need to be paid, the house maintained and gardening and snow plowing need to be completed, among other things. A security system may need to be installed. 12. The Borrower has no equity in the Premises. The present balance owed by the Borrower is approximately $2,825,817.72. The amount is increasing due to interest, legal fees and taxes that are being incurred. There are six other liens on the Premises including a $500,000 loannis Toutziardis mortgage, a $600,000 Harry Masiello mortgage, a $500,000 attachment to Gloria Farber, Executor of the Estate of Hilliard Farber, and thee mechanics liens which total over $41,000.00, The liens total almost $4.5 million on a property that is presently listed for sale at $3,975,000.00.13. The appointment of a receiver protects the Premises and the interests of all lienholders in the Premises. It does not harm the Borrower which can still market the Premises and it helps preserve its value. Without a Receiver, bills, including utility bills will not be paid and there could be pipes which freeze and cause damage and a deterioration to the value of the Premises. Dated at Danbury, Connecticut this 13" Gay of January, 2020. UN azetos Cy Subscribed and sworn to before me this |3 day of January, 2020. Linpaqusrens Ewer salah pare