Register Will rely on the information provided
by you on this page for purposes of indexing
this instrument.The information on this page
will control for indexing purposes in the event

NYC DEPARTMENT OF FINANCE
OFFICE OF THE CITY REGISTER
This page is part of the instrument. The City

 

 

 

Of any con?ict With the rest ofthe document. 1  1 1 1
RECORDING AND ENDORSEMENT COVER PAGE PAGE 1 OF 16
Document ID: 2016071300114004 Document Date: 07-11-2016 Preparation Date: 07-19-2016

Document Type: ASSIGNMENT OF LEASES AND RENTS
Document Page Count: 14

 

PRESENTER: RETURN TO:

MIT NATIONAL LAND SERVICES (PICK UP IRA) STEPHEN G. HAUCK, ESQ.

ONE PENN PLAZA, 34TH FLOOR KELLEY DRYE WARREN LLP
MIT182926NY 1 JEFFERSON ROAD

NEW YORK, NY 10119 PARSIPPANY, NJ 07054

646-647-2688


 

 

PROPERTY DATA
Borough Block Lot Unit Address

MANHATTAN 1113 1201 Entire Lot COM1 1 CENTRAL PARK WEST
Property Type: OTHER

Borough Block Lot Unit Address

MANHATTAN 1113 1202 Entire Lot COM2 1 CENTRAL PARK WEST
Property Type: OTHER

 

CROSS REFERENCE DATA
Document ID: 2016071300114001
Additional Cross References on Continuation Page

 

PARTIES
ASSIGNOR: ASSIGNEE:
TIHT COMMERCIAL LLC LADDER CAPITAL FINANCE, LLC
THE TRUMP ORGANIZATION, 725 FIFTH 345 PARK AVENUE, 8TH FLOOR
AVENUE NEW YORK, NY 10154

NEW YORK, NY 10022

 

FEES AND TAXES

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Mortgage Filing Fee:
Mortgage Amount: 7,000,000.00 0.00
Taxable Mortgage Amount: 0.00 NYC Real Property Transfer Tax:
Exemption: 255 0.00
TAXES: County (Basic): 000 NYS Real Estate Transfer Tax:
City (Additional): 0.00 SE 0.00
Spec (Additional): 0.00 RECORDED OR FILED IN THE OFFICE
if}? 000 ?we eregpF THE CITY REGISTER OF THE
0'00 CITY OF NEW YORK
0'00 d/F'l 07 20 20161139
Additional MRT- 0 00 em 6 16 
City Register File 
TOTAL: 0.00 2016000246917
Recording Fee: 110.00 '5  I I
Affidavit Fee: 800  

 

   

 

 

   

   

City Register Of?cial Signature

 

 

 

 

NYC DEPARTMENT OF FINANCE
OFFICE OF THE CITY REGISTER

 

20160713001 14004002C2AA7

 

RECORDING AND ENDORSEMENT COVER PAGE (CONTINUATION)

PAGE 2 OF 16

 

Document ID: 2016071300114004
Document Type: ASSIGNMENT OF LEASES AND RENTS

Document Date: 07-11-2016

Preparation Date: 07-19-2016

 

CROSS REFERENCE DATA
Document ID: 2016071300114002
Document ID: 2016071300114003

 

 

 

LOAN NO. 

TIHT COMMERCIAL as assignor
(Borrower)
to
LADDER CAPITAL FINANCE LLC, as assignee

(Lender)

ASSIGNMENT
0F LEASES AND RENTS

Dated: As ot?July 11, 2016

Property Location: Trump International Hotel and Tower
One Central Park West
New York, New York 10023

Block: 1113
Lots: 1201 and 1202
County: New York

PREPARED BY AND UPON
RECORDATION RETURN TO:

Kelley Drye 8: Warren LLP
One Jefferson Road
Parsippany, New Jersey 07054
Attention: Stephen G. i-lauckj Esq.

Premises NOT improve? by a
one or two Family Dwelling

NM) 1 I (N If?!

ASSIGNMENT OF LEASES AND RENTS

THIS ASSIGNMENT OF LEASES AND RENTS (as amended, restated, supplemented or
otherwise modi?ed from time to time, this ?Assignment?) is made as of the 11?" day of July,
2016, by TIHT COMMERCIAL LLC, a New York limited liability company, having an
address at c/o The Trump Organization, 725 Fifth Avenue, 26*" Floor, New Yorlt, New York, as
assignor, (together with its permitted successors and assigns, collectively, ?Borrower?) to
LADDER CAPITAL FINANCE LLC, a Delaware limited liability company, having an
address at 345 Park Avenue, 8th Floor, New York, New York 10154, as assignee (together with
its successors and assigns, collectively, ?Lender?).

WITNESSETH:

A. This Assignment is given in connection with a loan in the principal sum of
SEVEN MILLION AND 00/100 DOLLARS (the ?Loan?) made by Lender to
Borrower pursuant to that certain Loan Agreement dated as of the date hereof between Borrower
and Lender (as the same may be amended, restated, replaced, supplemented or otherwise
modified from time to time, the ?Loan Agreement?) and evidenced by that certain
Consoiidated, Amended and Restated Promissory Note dated the date hereof made by Borrower
to Lender (as the same may be amended, restated, replaced, supplemented or otherwise modi?ed
from time to time, the ?Note?). Capitalized terms used but not otherwise defined herein shaii
have the meanings ascribed to such terms in the Loan Agreement.

13. The Note is secured by that certain Consolidated, Amended and Restated
Mortgage, Assignment of Leases and Rents, and Security Agreement dated the date hereof (as
the same may be amended, restated, replaced, supplemented or otherwise modi?ed from time to
time, the ?Mortgage?) made by Borrower for the benefit of Lender.

C. Borrower desires to further secure the payment of the Debt and performance ofail
of its Other Obligations under the Note, the Loan Agreement and the other Loan Documents.

NOW THEREFORE, in consideration of the making of the Loan by Lender and the
covenants, agreements, representations and warranties set forth in this Assignment:

ARTICLE 1
ASSIGNMENT

Section 1.1 Prepertv Assigned. Subject to the provisions of Section 2.1 hereof,
Borrower herehv absolute] I and unconditionall assigns and lJrants to Lender the following
.4 

property, rights, interests and estates, now owoed, or hereafter acquired by Borrower:

Leases. existing and future Leases (including the right during the
continuance of an Event of Default, to enforce, at law, in equity or by any other means, such
Leases) affecting the use, enjoyment, or occupancy of alt or any part of the Unit andlor the Roof
Rights (as de?ned in the Mortgage) located on the land more particuiarly described in Exhibit A
annexed hereto and made a part hereof, and any portion of any land and ail or any part of the
buildings. structures, ?xtures, additions, enlargements, extensions, modifications, repairs,
replacements and improvements that are owned by Borrower and are now or herea?er located

1 LI ucoJutl-I 000-1

within or forming a part of such Unit and/or the Roof Rights (collectively, the ?Property?) and
the right, titie and interest of Borrower, its successors and assigns, therein and thereunder. The
term ?Leases? shall include all agreements, whether or not in writing, affecting the use,
enjoyment or occupancy of the Property or any portion thereof now or hereafter made, whether
made before or after the tiling by or against Borrower of any petition for relief under It U.S.C.
?10i et seq, as the same may be amended from time to time (the ?Bankruptcy Code?) together
with any extension, renewal or replacement of the same. his Assignment of other present and
future ieases and present and future agreements is effective without further or supplemental
assignment.

Rents. All Rents, which term shall include Rents paid or accruing before
or after the ?ling by or against Borrower of any petition for relief under the Bankruptcy Code.

Bankruptcy Claims. All of Borrower?s ciairns and rights (the
?Bankruptcy Claims?) to the payment of damages arising from any rejection by a lessee of any
Lease under the Bankruptcy Code.

Lease Guaranties. All of Borrower?s right, title and interest in, and claims
under, any and all lease guaranties, letters of credit and any other credit support (individually, a
?Lease Guaranty?, and collectively, the ?Lease Guaranties?) given by any guarantor in
connection with any of the Leases or leasing commissions (individually, a ?Lease Guarantor?,
and collectively, the ?Lease Guarantors?) to Borrower.

Proceeds. All proceeds from the sale or other disposition of the Leases,
the Rents, the Lease Guaranties and/or the Bankruptcy Claims (collectively, the ?Proceeds?).

m. All rights, powers, privileges, options and other benefits of
Borrower as lessor under any of the Leases and bene?ciary under any of the Lease Guaranties,
including, without limitation, the immediate and continuing right to make claim for, receive,
collect and receipt for all Rents payabie or receivable under the Leases and ail sums payable
under the Lease Guaranties or pursuant thereto (and to apply the same to the payment of the Debt
or the Other Obligations), and to do all other things which. Borrower or any lessor is or may
become entitled to do under any of the Leases or Lease Guaranties.

Entry. The right, at Lender?s option, upon and during the continuance of
revocation of the license granted herein, to enter upon the Property in person, by agent or by
court~appointed receiver, to collect the Rents. 

Power of Attorney. Upon the occurrence and during the continuance of an
Event of Default, Borrox-ver?s irrevocable power of attorney, coupled with an interest, to take any
and all of the actions set forth in Section 3.1 of this Assignment and any or all other actions
designated by Lender as necessary for the proper management and preservation of the Property.

Other Rights and Agreements. Any and all other rights of Borrower in
and to the items set forth in subsections through above, and all amendments,
modifications, replacements, renewals and substitutions thereof.

is.)

NJ [l Utilde

ARTECLE 2
TERMS OF ASSIGNMENT

Section Present Assignment and License Back. it is intended by Borrower that
this Assignment constitute a present, absolute assignment of the Leases, Rents, Lease Guaranties
and Bankruptcy Claims, and not an assignment for additional security only. Nevertheless,
subject to the terms of this Section 2.1, the Loan Agreement and the Cash Management
Agreement, Lender grants to Borrower pursuant to the terms and conditions of this Assignment,
a revocable exclusive license to collect, receive, use and enjoy the Rents, the Bankruptcy Ciaims,
all Proceeds, as well as other sums due under the Lease Guaranties and to take any and all action
with respect to the Leases subject to this Assignment and the other Loan Documents. Upon the
occurrence, and. during the continuance, of an Event of Default, Borrower shall hold the Rents,
as well as all sums received pursuant to any Lease Guaranty, or a portion thereof suf?cient to
discharge all current sums due on the Debt, in trust for the bene?t of Lender for use in the
payment of such sums.

Section 2.2 Notice to Tenants. Borrower hereby authorizes and directs the Tenants
named in the Leases or any other future lessees or occupants of the Property and all Lease
Guarantors to pay over to Lender, or to such other party as Lender directs, all Rents and all sums
due under any Lease Guaranties, upon receipt from Lender of written notice to the effect that
Lender is then the holder of this Assignment and that an Event of Default exists, and to continue
so to do until otherwise noti?ed by Lender.

Section 2.3 Incorporation bv Reference. All representations, warranties, covenants,
conditions and agreements contained in the Loan Agreement and the other Loan Documents, as
the same may be modi?ed, renewed, substituted or extended from time to time, are hereby made
a part of this Assignment to the same extent and with the same force as if fully set forth herein.

ARTICLE 3
REMEDIES

Section Remedies of Lender. Upon the occurrence and during the continuance of
an Event ofDefault (provided nothing in this Assignment shall require Lender to accept a cure of
an Event of Default), the license granted to Borrower in Section 2.1 of this Assignment shall
automatically be revoked for the period of the continuance of such Event ofDefault, and Lender
shall immediately be entitled to possession of all Rents and all sums due under any Lease
Guaranties, whether or not Lender enters upon or takes control of the Property. In addition, upon
the occurrence and during the continuance of an Event of Default, Lender may, at its option,
without waiving such Event of Default, without regard to the adequacy of the security for the
Obligations, to the extent permitted by Legal Requirements, either in person or by agent,
nominee or attorney, with or without bringing any action or proceeding, or by a receiver
appointed by a court, dispossess Borrower and its agents and servants from the Property, without
liability trespass, damages or otherwise (except in the event of Lender?s gross negligence,
willful misconduct or bad faith) and exclude Borrower and its agents or servants wholly
therefrom, and take possession of the Property and all books, records and accounts relating
thereto and have, hold, manage, lease and operate the Preperty on such terms and for such period
of time as Lender may deem proper and either with or without taking possession of the Property

Lu

mom

in its own name, demand, sue for or otherwise collect and receive all Rents and all sums due
under all Lease Ouaranties, including, without limitation, those past due and unpaid with full
power to make from time to time all, repairs or replacements thereto or thereof as Lender may
reasonably deem necessary and all alterations or renovations which are required to be performed
pursuant to the terms of any existing contract, Lease or Legal Requirements, and may apply the
Rents and sums received pursuant to any Lease Guaranties to the payment of the following in
such order and proportion as Lender in its sole discretion may determine, any law, custom or use
to the contrary notwithstanding, but in accordance with the applicable provisions of the Loan
Agreement and the other Loan Documents: all expenses of managing and securing the
Property actually incurred, including, without being limited thereto, the salaries, fees and wages
of a managing agent and such other employees or agents as Lender may reasonably deem
necessary and all actually incurred expenses of operating and maintaining the Property,
including, without being limited thereto, Taxes, Common Charges, Other Charges and any other
liens, and Insurance Premiums which Lender may reasonably deem necessary, and the cost of all
repairs or replacements as Lender may reasonably deem necessary, and alterations or renovations
required to be performed pursuant to the terms of any existing contract, Lease or Legal
Requirements, and all expenses incident to taking and retaining possession of the Property; and
the Obligations, together with all costs and reasonable attorneys5 fees actually incurred. In
addition, upon the occurrence, and during the continuance, of an Event of Default, Lender, at its
option, may complete any construction on the Property required to be performed pursuant to
the terms of any contract, Lease or Legal Requirements, in such manner and form as Lender
deems advisable, (2) exercise all rights and powers of Borrower with respect to the Leases and
Lease Guaranties, including, without limitation, the right to negotiate, execute, cancel, enforce or
modify Leases, obtain and evict tenants, and demand, sue for, collect and receive all Rents from
the Property and all sums due under any Lease Guaranties, either require Borrower to pay
in advance to Lender, or any receiver appointed to collect the Rents, the fair and
reasonable rental value :for'the use and occupancy of such part of the Property as may be in the
possession of Borrower (or any of its Affiliates other titan Af?liates occupying portions of the
Property pursuant to Leases, in which event the terms of such Leases shall govern), or (4) require
Borrower (or any of its Af?liates other than Af?liates occupying portions of the Property
pursuant to Leases, in which event the terms of such Leases or any Subordination Non?
Disturbance and Attornment Agreement then in effect shall govern) to vacate and surrender
possession of the i?rOperty to Lender or to such receiver and, in default thereof, Borrower (or any
of its Af?liates) may be evicted by summary proceedings or otherwise.

Section 3.2 Other Remedies. Nothing contained in this Assignment and no act done
or omitted by Lender pursuant to the power and rights granted to Lender hereunder shall be
deemed to be a waiver by Lender of its rights and remedies under the Loan Agreement, the Note,
or the other Loan Documents and this Assignment is made and accepted without prejudice to any
of the rights and remedies possessed by Lender under the terms thereof. The right of Lender to
collect the Obligations and to enforce any other security therefor held by it may be exercised by
Lender either prior to, simultaneously with, or subsequent to any action taken by it hereunder.
Borrower hereby absolutely, unconditionally and irrevocably waives any and all rights to assert
any setoff, counterclaim or crossclaim of any nature whatsoever with respect to the obligations
of Borrower under this Assignment, the Loan Agreement, the Note, the other Loan Documents
or otherwise with respect to the Loan in any action or proceeding brought by Lender to collect
same, or any portion thereof, or to enforce and realize upon the lien and security interest created

4
Nil) neoi 41?ch Uli??'i

by this Assignment, the Loan Agreement, the Note, the Mortgage, or any of the other Loan
Documents (provided. however, that the foregoing shall not be deemed a waiver of Borrower?s
right to assert any compulsory counterclaim if such counterclaim is compelled under local iaw or
rule of procedure, nor shall the foregoing be deemed a waiver of Borrower?s right to assert any
claim which would constitute a defense, setoff, counterclaim or crossclaim of any nature
whatsoever against Lender in any separate action or proceeding).

Section 3.3 Other Securitv. Lender may take or release other security for the payment
of the Debt and performance of the Other Obligations, may release any party primarily or
secondarily liable therefor and may apply any other security held by it to the payment of the
Debt and performance of the Other Obligations Without prejudice to any of its rights under this
Assignn?ient.

Section 3.4 Non-Waiver. The exercise by Lender of the option granted it in Section
34], of this Assignment and the collection of the Rents and sums due under the Lease Guaranties
and the application thereof as herein provided shall not be considered a waiver of any Defauit or
Event of Defauit by Borrower under the Note, the Loan Agreement, the Mortgage, the Leases,
this Assignment or the other Loan Documents. The failure of Lender to insist upon strict
performance of any term hereof shall not be deemed to be a waiver of any term of this
Assignment. Borrower shall not be relieved of Borrower?s obligations hereunder by reason of
the failure of Lender to comply with any request of Borrower or any other party to take any
action to enforce any of the provisions hereof or of the Loan Agreement, the Note or the other
Loan Documents, the release regardless of consideration, of the whole or any part of the
Property, or any agreement or stipulation by Lender extending the time of payment or
otherwise modifying or supplementing the terms of this Assignment, the Loan Agreement, the
Mortgage, the Note or the other Loan Documents. Lender may resort for the payment of the
Debt and performance of the Other Obligations to any other security heid by Lender in such
order and manner as Lender, in its sole discretion, may elect. Lender may take any action to
recover the Obiigations, or any portion thereof, or to enforce any covenant hereof without
prejudice to the right of Lender thereafter to enforce its rights under this Assignment. The rights
of Lender under this Assignment shall be separate, distinct and cumuiative and none shall be
given effect to the exclusion of the others. No act of Lender shail be construed as an election to
proceed under any one provision herein to the exclusion of any other provision.

Section 3.5 Bankruptcy. (3) Upon or at any time after the occurrence and during the
continuance of an Event of Default, Lender shall have the right to proceed in its own name or in
the name ofBorrower in respect of any claim, suit, action or proceeding relating to the rejection
of any Lease, including, without limitation, the right to lite and prosecute, to the exclusion of
Borrower, any proofs of claim, complaints, motions, applications, notices and other documents,
in any case in respect of'the lessee under such Lease under the Bankruptcy Code.

if there shall he filed by or against Borrower a petition under the
Bankruptcy Code, and Borrower, as lessor under any Lease, shall determine to reject such Lease
pursuant to Section 365(a) of the Bankruptcy Code, then Borrower shall give Lender not less
than ten (10) days? prior notice of the date on which Borrower shall apply to the bankruptcy
court for authority to reject such Lease. Lender shall have the right, but not the obligation, to
Serve upon Borrower within such ten (l0) day period a notice stating that Lender demands



NJU ancu.lu\24 1006.4

that Borrower assume and assign the Lease to Lender pursuant to Section 365 of the Bankruptcy
Code and (ii) Lender covenants to cure or provide adequate assurance of future performance
under the Lease. If Lender serves upon Borrower the notice described in the preceding sentence,
Borrower shall not seek to reject the Lease and shall comply with the demand provided for in
clause of the preceding sentence within thirty (3 days after Lender?s notice shall have been
given, subject to the performance by Lender of the covenant provided for in clause (ii) of the
preceding sentence.

ARTICLE 4
N0 LIABILITY, FURTHER ASSURANCES

Section 4.1 No Liability of Lender. This Assignment shall not be construed to bind
Lender to the performance of any of the covenants, conditions or provisions contained in any
Lease or Lease Guaranty or otherwise impose any obligation upon Lender. Lender shall not be
liable for any loss sustained by Borrower resulting from Lender?s failure to let the Preperty alter
an Event of Default or from any other not or omission of Lender in managing the Property after
an Event of Default unless such loss is caused by the willful misconduct, gross negligence or bad
faith of Lender or any Indemnified Party. Lender shall not be obligated to perform or discharge
any obligation, duty or liability under the Leases or any Lease Guaranties or under or by reason
of this Assignment and Borrower shall indemnify the Indemni?ed Parties for, and hold the
Indemni?ed Parties harmless from, any and all, in each case, actual, liability, loss or damage
which is incurred under the Leases, any Lease Guaranties or under or by reason of this
Assignment and from any and all claims and demands whatsoever, including the defense of any
such claims or demands which may be asserted against any Indemni?ed Parties by reason of any
alleged obligations and undertakings on its part to perform or discharge any of the terms,
covenants or agreements contained in the Leases or any Lease Guaranties, unless Such liability,
loss or damage is caused by the willful misconduct, CIross' negligence or bad faith of Lender or
any Indemni?ed Party. the inclusion of damages in the indemni?cation
covered by this Section 4.1, Lender and Indemnified Parties agree that any such indemnification
shall only include indirect, consequential (including, without limitation, lost pro?ts), punitive or
special damages, in each case to the extent that any of the same are actually awarded against, or
otherwise actually imposed on, Lender or any other Indemnified Party, to the extent arising out
of any of the matters indemni?ed pursuant to this Section 4.1. Should indemni?ed Parties incur
any such liability for which Borrower is responsible under the terms of this Assignment, the
amount thereof, including costs, expenses and reasonable attorneys? fees, shall be secured by this
Assignment and by the Mortgage and the other Loan Documents and Borrower shall reimburse
such Indemni?ed Parties therefor upon demand. This Assignment shall not operate to
place any obligation or liability for the control, care, management or repair of the Property upon
Lender, nor for the carrying out of any of the terms and conditions of the Leases or any Lease
Guaranties, nor shall it operate to I'nakc Lender re3ponsible or liable for any waste committed on
the Property by the tenants or any other parties, or for any dangerous or defective condition of
the Property including, without limitation. the presence of any l-lazardous Substances (as deiined
in the Environmental Indemnity), or for any negligence in the management, upkeep, repair or
control of the Property resulting in loss or injury or death to any tenant, licensee, employee or
stranger, unless such loss is caused by the \rvillful misconduct, gross negligence or bad faith of
Lender or any Indemni?ed Party. or purposes of this Article 4, the term ?Indemnified
Parties? means Lender and any director. of?cer, shareholder, partner. member, employee, agent,

6
Nil) 1 ncoJ all-'1 1006.4

servant, representative, contractor, subcontractor, Af?liate, participant, successor and/or assign
of Lender. The provisions of this Section 4.1 shall survive any payment or prepayment of the
Loan and any .lrbreclosure or satisfaction of the Mortgage. Notwithstanding the foregoing in no
event shall Borrower be obligated for any cost or expense, or incur any obligations or liability
under this Section 4.1 for any matter, the facts or circumstances giving rise to which first
occurred after either Lender or its nominee becomes a mortgagee in possession of the
Property, or (ii) Lender or its nominee acquires title to the Property, whether by exercise of the
power of sale, acceptance of a deed in lieu of foreclosure, foreclosure sate or otherwise.

Section 4.2 No Mortgaaee In Possession. Nothing herein contained shall be construed
as constituting Lender a ?mortgagee in possession? in the absence of the taking of actual
possession of the Property by Lender. in the exercise of the powers herein granted Lender, no
liability shall be asserted or enforced against Lender, all such liability being expressly waived
and released by Borrower.

Section 4.3 Further Assurances. Borrower will, at the cost of Borrower, and without
expense to Lender, do, execute, acknowledge and deliver all and every such further acts,
conveyances, assignments, notices of assignments, transfers and assurances as Lender shall, from
time to time, reasonably require for the better assuring, conveying, assigning, transferring and
con?rming unto Lender the property and rights hereby assigned or intended now or hereafter so
to be, or which Borrower may be or may hereafter become bound to convey or assign to Lender,
or for carrying out the intention or facilitating the performance of the terms of this Assignment or
for ?ling, registering or recording this Assignment and, after written demand therefor,
will execute and deliver and hereby authorizes Lender to execute in the name of Borrower to the
extent Lender may lawfully do so, one or more .linancing statements, chattel mortgages or
comparable security instruments, to evidence more effectively the lien and security interest
hereof in and upon the Leases.

 

ARTICLE 5
MISCELLANEOUS PROVISIONS

Section 5.1 Conflict of Terms. In case of any con?ict between the terms of this
Assignment and the terms of the Loan Agreement, the terms of the Loan Agreement shall,
prevail.

Section 5.2 No Oral Change. This Assignment and any provisions hereof may not be
modi?ed, amended, waived, extended, changed, discharged or terminated orally, or by any act or
failure to act on the part ofBorrower or Lender, but only by an agreement in writing signed by
the party against whom the of any modi?cation, amendment, waiver. extension,
change, discharge or termination is sought.

Section 5 .3 General De?nitions. Unless the context cl early indicates a contrary intent
or unless otherwise speci?cally provided herein, words used in this Assigmnent may be used
interchangeably in singular or plural form and the word ?Borrower? shall mean ?Borrower and
any subsequent owner or owners of the Property or any part thereof or interest therein.? the word
?Lender? shall mean ?Lender and any subsequent holder of the Note permitted under the Loan
Agreement?, the word ?Note? shall mean ?the Note and any other evidence of indebtedness

 

N10 1 [106.4

secured by the Loan Agreement,? the word ?Property? shall include any portion of the Property
and any interest therein, the phrases ?attorneys? fees?, ?legal fees? and ?counsel fees? shall
include any and all attorney?s, paralegal and law clerk slices and disbursements, including, but not
limited to, fees and disbursements at the pie?trial, trial and appellate levels actually incurred or
paid by Lender in protecting its interest in the Property, the Leases and the Rents and enforcing
its rights hereunder, and whenever the context may require, any pronouns used herein shall
include the corresponding masculine, feminine or neuter forms, and the singular of nouns
and pronouns shall include the plural and vice versa.

Section 5.4 Inannlicable Provisions. If any provision of this Assignment is held to be
illegal, invalid, or unenli'orceable under present or future Legal Requirements effective during the
term of this Assignment, such provision shall be fully severable and this Assignment shall be
construed and enforced as if such illegal, invalid or unenforceable provision had never comprised
a part of this Assignment, and the remaining provisions of this Assignment shall remain in full
force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by
its severance from this Assignment, unless such continued effectiveness of this Assignment, as
modi?ed, would be contrary to the basic understandings and intentions of the parties as
expressed herein,

Section 5.5 Governing Law.

THIS ASSIGNMENT WAS NEGOTIATED IN THE STATE OF NEW
YORK, AND MADE BY BORROWER AND ACCEPTED BY LENDER IN THE STATE OF
NEW YORK, AND THE PROCEEDS OF THE NOTE WERE DISBURSED FROM THE
STATE OF NEW YORK, WHICH STATE THE PARTIES AGREE HAS A SUBSTANTIAL
RELATIONSHIP TO THE PARTIES AND 0 THE UNDERLYING TRANSACTION
EMBODIED HEREBY, AND IN ALL RESPECTS, INCLUDING, WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, THIS ASSIGNMENT AND THE OBLIGATIONS ARISING
HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND
PERFORIVIED IN SUCH STATE (WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF
LAWS) AND ANY APPLICABLE LAW OF THE UNITED STATES OF AMERICA.
BORROWER AND LENDER EACH HEREBY UNCONDITIONALLY AND
IRREVOCABLY WAIVES ANY CLAIM TO ASSERT THAT THE LAW OF ANY OTHER
JURISDICTION GOVERNS THIS ASSIGNMENT AND THIS ASSIGNMENT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK PURSUANT TO SECTION 5?140] OF THE NEW YORK
GENERAL OBLIGATIONS LAW.

ANY LEGAL SUIT, ACTION OR PROCEEDING AGAINST LENDER
OR BORROWER ARISING OUT OF OR RELATING TO THIS ASSIGNMENT MAY AT
OPTION BE IN ANY FEDERAL OR STATE COURT IN THE
CITY OF NEW YORK. COUNTY OF NEW YORK, PURSUANT TO SECTION 5?1402 OF
THE NEW YORK GENERAL OBLIGATIONS LAW AND BORROWER AND LENDER
EACH WAIVES ANY OBJECTIONS WHICH IT MAY NOW OR HAVE
BASED ON VENUE FORUM NON CONVENIENS OF ANY SUCH SUIT,

NIH Llacola?x?ld I title's]

ACTION OR PROCEEDING, AND BORROWER AND LENDER EACH HEREBY
IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY SUCH COURT IN ANY
SUIT, ACTION OR PROCEEDING. BORROWER DOES HEREBY DESIGNATE AND
APPOINT:

DAVID L. COHEN, ESQ.
THE TRUMP ORGANIZATION
725 FIFTH AVENUE, 26?" FLOOR
NEW YORK, NEW YORK 10022

AS ITS AUTHORIZED AGENT TO ACCEPT AND ACKNOWLEDGE ON ITS BEHALF
SERVICE OF ANY AND ALL PROCESS WHICH MAY BE SERVED IN ANY SUCH SUIT,
ACTION OR PROCEEDING IN ANY FEDERAL OR STATE COURT IN NEW YORK, NEW
YORK, AND BORROWER AGREES THAT SERVICE OF PROCESS UPON SAID AGENT
AT SAID ADDRESS AND WRITTEN NOTICE OF SAID SERVICE MAILED OR
DELIVERED TO BORROWER IN THE MANNER PROVIDED HEREIN SHALL BE
DEEMED IN EVERY RESPECT EFFECTIVE SERVICE OF PROCESS UPON BORROWER,
IN ANY SUCH SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW YORK.
BORROWER (I) SHALL GIVE PROMPT NOTICE TO LENDER OF ANY CHANGED
ADDRESS OF ITS AUTHORIZED AGENT HEREUNDER, (II) MAY AT ANY TIME AND
FROM TIME TO TIME DESIGNATE A SUBSTITUTE AUTHORIZED AGENT WITH AN
OFFICE IN NEW YORK, NEW YORK (WHICH SUBSTITUTE AGENT AND OFFICE
SHALL BE DESIGNATED AS THE PERSON AND ADDRESS FOR SERVICE OF
PROCESS), AND SHALL PROMPT LY DESIGNATE SUCH A SUBSTITUTE IF ITS
AUTHORIZED AGENT CEASES TO HAVE AN OFFICE IN NEW YORK, NEW YORK OR
IS DISSOLVED WITHOUT LEAVING A SUCCESSOR.

Section 5.6 Termination of Assienn'ien't. Upon payment in full of the Debt, this
Assignment shali automatically become and be void and of no effect. Provided no Event of
Default then exists, il?Borrower shall fully pay the Debt, then Lender shaIl execute and
deliver to Borrower such documents as may be required to release this Assignment of record, so
long as Borrower shall pay any filing fees and :?easonabie third party out-Of-poeltet expenses of
Lender in connection with such release.

Section 5.7 Notices. notices or other written communications hereunder shall be
delivered in accordance with Section 1 1.6 OIthe Loan Agreement.

Section 5.8 WAIVER OF TRIAL BY JURY. BORROWER AND LENDER
EACH HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE
TRIABLE OF RIGHT BY JURY, AND FOREVER ANY RIGHT TO TRIAL
BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW 0R
HEREAFTER EXIST, WITH REGARD TO THIS ASSIGNMENT OR ANY CLAIM,
COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION HEREWITH.
THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND
VOLUNTARILY BY BORROWER AND LENDER AND IS INTENDED TO
ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH
THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. BORROWER

NJU 1006.4!

AND LENDER ARE EACH HEREBY AUTHORIZED TO FILE A COPY OF THIS
PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS
WAIVER BY THE OTHER PARTY.

Section 5.9 Excuipation. The provisions of Section 11.22 of the Loan Agreement are
hereby incorporated by reference into this Assignment to the same extent and with the same
force as if fully set forth herein.

Section 5.10 Successors and Assigns. This Assignment shall be binding upon, and
shall inure to the benefit of, Borrower and Lender and their reSpective successors and permitted
assigns. Subject to Sections 9.1, 11.1 and 11.24 of the Loan Agreement, Lender shall have the
right to sell, assign, pledge, participate, transfer or delegate, as applicable, to one or more
Persons, all or any portion of its rights and obligations under this Assignment and the other Loan
Documents. Subject to Sections 9.1 and 1 1.1 of the Loan Agreement, any assignee or transferee
of Lender shalt be entitled to all the benefits afforded to Lender under this Assignment. Except
as otherwise expressly provided in the Loan Agreement, Borrower shall not have the right to
assign, delegate or transfer its rights or obligations under this Assignment without the prior
written consent of Lender and any attempted assignment, delegation or transfer without such
consent shall be null and void.

Section 5.11 Headings. Etc. The headings and captions of the various paragraphs of
this Assignment are for convenience of reference only and are not to be construed as de?ning or
limiting, in any way, the scope or intent of the provisions hereof.

 

ARTICLE 6
STATE-SPECIFIC PROVISIONS

Section 6.1 in the event of any inconsistencies between the terms and conditions of
this Article 6 and the other terms and provisions of this Assignment, the terms and conditions of"
Article 6 shall control and be binding.

Section 6.2 Section 291-1? Agreement. This Assignment is intended to be, and shall
operate as, the agreement described in Section 291?1" of the Real Property Law of the State of
New York and shall be entitled to the benefits afforded thereby. Borrower shall (unless such
notice is contained in the applicable Tenant?s Lease) deliver notice of this Assignment in form
and substance reasonably acceptable to Lender, to all present and future Tenants under any
Lease, by assignment or otherwise, and shall take such other action as may now or hereafter be
reasonably required to afford Lender the full protections and benefits of Section 2914?. Borrower
shall reasonably request the recipient of any such notice to acknowledge the receipt thereof.

FURTHER TEXT ON THIS 

1U steal an}: I {mo-I

IN WITNESS WHEREOF: Borrower has executed this Assignment of Leases and
Rents the day and year ?rst above written.

BORROWER:

TIHT COMMERCIAL LLC,

    

Tm I 3/
Title: \h UL try?

 

ACKNOWLEDGMENT

STATE OF NEW YORK. 
:ss.
COUNTY OF NEW YORK 

On the (hwday of July in the year 20E6, before me, the undersigned, a Notary Public
in and for said State, personally appeared Donald Trump Jr personaliy
known to me or proved to me on the basis of satisfactory evidence td be the individual whose
name is subscribed to the within instrument and acknowledged to me that he executed the same
in his capacity, and that by his signature on the instrument, the individual, or the person upon
behail?of? which the individual acted, executed the instrument.

IN Wl'lN ESS WHEREOF, I hereunto set my hand and of?cial seal.

1 
I tart. i. Lani Witt     
?19 lit" title?s, 
Afar a . testis; 771 
5N all-ital? ?Rafi/ca" lt 
Carin l-gsz?aii??lte; 

  
 



[Signature Page to Assignment of Leases and Rents]



EXHIBIT A
LEGAL DESCRIPTION

The Condominium Units (hereinafter called the ??Units?) in the building (hereinafter cailed
the "Building?) known as Trump international Hotel and Tower Condominium and by the street
address One Central Park West, Borough of Manhattan, City, County and State of New York,
said Units being designated and described as Commercial Unit 1 and Commercial Unit 2 in that
certain declaration, dated as of September 18, 1996, made by One Central Park West PT
Associates Limited Partnership pursuant to Artiste 9B of the Real Property Law of the State of
New York (hereinafter calied the ?Condominium Act?) establishing condominium ownership of
the Building and the land (hereinafter catied the ?Land?) upon which the Building is situate
(which Land is more particulariy described below and by this reference made a part hereof),
which deciaration was recorded in the New York County Office of the Register of The City of
New York (the ?City Register?s Office") on December 2, 1996, in Reel 2398, at Page 561, as
amended by Amendment to Declaration recorded March 17, 1997' in Reel 2434 page 668 as
further amended by Second Amendment to Declaration recorded May 14, 1998 in Reei 2570
page 2484 and further amended by Third Amendment to Declaration recorded February 24,
2003 under CRFN 2003000025754, Fourth Amendment to Declaration recorded March 1, 2006
under CRFN 2006000117510 and further amended by Fifth Amendment to Declaration
recorded June 3, 2011 under CRFN 2011000197502 (which declaration, and any amendments
thereto, are hereinafter collectively called the ?Declaration"). The Units are also designated as
Tax Lot Nos. 1201 and 1202, reapectiyely, in Stock 1113 of Section 4 of the Borough of
Manhattan on the Tax Map of the Reai Property Assessment Bureau of The City of New York
and on the Floor Plans of the Building certified by CK Architect PC. on November 11, 1996, and
filed with the Rest Property Assessment Bureau of The City of New York on December 2, 1996
as Condominium Plan No. 953 and also filed in the City Register's Office of New York County
on December 2, 1996 as Condominium Map No. 5406.

TOGETHER with an undivided 1.9918% and 1.5831 interest, reapectiyely, in the Common
Elements (as such term is defined in the Declaration) of Trump Internationai Hotei and Tower
Condominium;

TOGETHER with an easement over a portion of the roof and the 51st Floor mechanical closet
as set forth in the Amendment to Declaration of Trump international Hotel and Town
Condominium recorded in Reel 2434 page 668, as assigned by Assignment of Easement Rights
made by and between One Central Park West PT Associates Limited Partnership and TIHT
Commercial LLC recorded in Reel 2817' page 2484.

The Land area of the Condominium is more particulariy described as follows:

Ali that certain plot, piece or parcel of land, situate, lying and being in the Borough of
Manhattan, City, County and State of New York, bounded and described as follows:

BEGENNING at the intersection of the easterly side of Broadway and the southerly side of 61St
Street;

RUNNING THENCE easterly along the southeriy side of 61st Street, 195 feet;

NM) 1 1100.] 006.4

THENCE southerly parallel with the westerly side of Central Park West, 261.54 feet;
THENCE westerly along the northerly side of Grand Circle (Columbus Circle), 37.96 feet;

THENCE northerly along the easterly side of Broadway, 316.37 feet to the point or place of
BEGINNING.

NJU M14 I 006.4

 

NYC DEPARTMENT OF FINANCE
OFFICE OF THE CITY REGISTER 

2016071300114004OOZSE6A6

SUPPORTING DOCUMENT COVER PAGE PAGE 1 OF 1

Document ID: 2016071300114004 Document Date: 07-11-2016 Preparation Date: 07-19-2016
Document Type: ASSIGNMENT OF LEASES AND RENTS

 

 

 

 

SUPPORTING DOCUMENTS SUBMITTED:
Page Count

255 MORTGAGE TAX EXEMPT AFFIDAVIT 5

 

 

 

LOAN NO. 

AFFIDAWT PURSUANT TO
TAX LAW SECTION 255

(Assignment of Leases and Rents)

STATE OF NEW YORK



COUNTY OF NEW YORK 

The undersigned, being duly sworn, deposes and says:

I am the President of COMMERCIAL LLC, a New York limited liability company
(?Mortgagor?), the owner of those certain condominium units more particularly described in
Exhibit A attached hereto and made a part hereof and that certain easement over a portion of
the roof of the Improvements and the mechanical equipment room as set forth in the Amendment
to Declaration of Trump International Hotel and Tower Condominium recorded in Reel 2434,
page 668, more particularly described in Exhibit A attached hereto and made a part hereof
(collectively, the "Property"). I am familiar with the facts and circumstances set forth herein.

1. That Ladder Capitai Finance LLC, a Delaware limited liability company
(?Mortgagee?), is the owner and holder of those certain mortgages described on Schedule I
attached hereto and made a part hereof, in the aggregate principal sum of $7,000,000.00 and
interest (collectively, the ?Existing Mortgages?), upon which all applicable mortgage recording
taxes due were paid at the time each of such Existing Mortgages were recorded or such tax will
be paid simultaneously with the recording of such Existing Mortgages.

2. That the Assignment of Leases and Rents herewith offered for recording is
given for the purpose of further securing the same principal indebtedness of $7,000,000.00 and
such Assignment of Leases and Rents does not create or secure any new or ?nther indebtedness
or obligation other than the aggregate principal indebtedness of $7,000,000.00 secured by the
Existing Mortgages.

[No Further Text on This Page}

N30 \iacola?cl 0] 7.3

 deponent I'espeetfutly requests that the Assignment of Leases and
Rents tendered herewith for recording be deciared exempt from taxation pursuant to the
provisions of Section 255 of Article 1 I ofthe Tax Law ofthe State of New York.

RF 
  

 

 

 
      
 

 

ame:

g2, 37:}
reg. per/emf

Swom to before me this

day ofJuiy, 2016

 

{We  LEAN
My Pueiicamm mat/Ma
No.5 ?e net-1519;? 771
a eat-(M1ng M: an MA .
060% fewer; Emits? 0 i? [by 52131] 7

 

[Signature Page to Af?davit Pursuant to Tax Law Section 255]

NJO I \JueoJu\24 7

EXHIBIT A
PROPERTY DESCRIPTION

The Condominium Units (hereinafter called the ?Units") in the building (hereinafter called
the ?Building?) known as Trump international Hotel and Tower Condominium and by the street
address One Central Park West, Borough of Manhattan, City, County and State of New York,
said Units being designated and described as Commercial Unit 1 and Commercial Unit 2 in that
certain declaration, dated as of September 18, 1996, made by One Central Park West PT
Associates Limited Partnership pursuant to Article 9?8 of the Real Property Law of the State of
New York (hereinafter called the "Condominium Act") establishing condominium ownership of
the Building and the land (hereinafter called the ?Land") upon which the Building is situate
(which Land is more particularly described below and by this reference made a part hereof),
which declaration was recorded in the New York County Office of the Register of The City of
New York (the ?City Register's Office?) on December 2, 1996, in Reel 2398, at Page 561, as
amended by Amendment to Declaration recorded March 17, 1997 in Reel 2434 page 668 as
further amended by Second Amendment to Declaration recorded May 14, 1998 in Reel 2570
page 2484 and further amended by Third Amendment to Declaration recorded February 24,
2003 under CRFN 2003000025754, Fourth Amendment to Declaration recorded March 1, 2006
under CRFN 2006000117510 and further amended by Fifth Amendment to Declaration
recorded June 3, 2011 under CRFN 2011000197502 (which declaration, and any amendments
thereto, are hereinafter collectively called the ?Declaration?). The Units are also designated as
Tax Lot Nos. 1201 and 1202, respectively, in Block 1113 of Section 4 of the Borough of
Manhattan on the Tax Map of the Real Property Assessment Bureau of The City of New York
and on the Floor Plans of the Building certified by CK Architect PC. on November 11, 1996, and
filed with the Real Property Assessment Bureau of The City of New York on December 2, 1996
as Condominium Plan No. 953 and also filed in the City Register's Office of New York County
on December 2, ?i996 as Condominium Map No. 5406.

TOGETHER with an undivided 1.9918% and 1.5831 interest, respectively, in the Common
Elements (as such term is defined in the Declaration) of Trump International Hotel and Tower
Condominium;

TOGETHER with an easement over a portion of the roof and the Floor mechanical closet
as set forth in the Amendment to Declaration of Trump international Hotel and Town
Condominium recorded in Reel 2434 page 668, as assigned by Assignment of Easement Rights
made by and between One Central Park West PT Associates Limited Partnership and 
Commercial LLC recorded in Reel 2817 page 2484.

The Land area of the Condominium is more particularly described as follows:

All that certain plot, piece or parcel of land, situate, lying and being in the Borough of
Manhattan, City, County and State of New York, bounded and described as follows:

BEGINNING at the intersection of the easterly side of Broadway and the southerly side of 6131
Street;

RUNNING THENCE easterly along the southerly side of Stet Street, 195 feet;

THENCE southerly parallel with the westerly side of Central Park West, 261.54 feet;



THENCE westerly anng the northerly side of Grand Circle (Columbus Circle), 37.96 feet;

THENCE northerly along the easterly side of Broadway, 316.37 feet to the point or place of
BEGINNING.

N301Unco?nl2410173

SCHEDULE I
EXISTING MORTGAGES

1. Mortgage dated as of February 1, 1999, made by Commercial LLC (?Borrower?) to
Interaudi Bank f/lda Bank Audi (USA), in the original principal amount of $5,600,000.00
recorded in the Of?ce of the Register, New York County, New York 7Elie ?City
Register?s Office?) on February 10, 1999 in Reel 2818, Page 1.  ege  Diff?!

a 2: iff @C?gra?ad
The above Mortgage was assigned to UBS Real Estate Investments Inc. from Interaudi
Bank dated July 19, 2006 and recorded on August 18, 2006 as CRFN: 200600046915 in
the City Register?s Of?ce.

2. Gap Mortgage dated as of July 21, 2006, made by TIHT Commercial LLC to UBS Real
Estate Investments Inc., in the original principal amount of $3,127,995.36 and recorded
on August 18, 2006 as CRFN: 2006000469116 in the City Re ister?s Office.

Heater/tar. Tat/tr? a ?rst it; if 7 if yard
The above Mortgages were consolidated, amended rid restated to form a single lien in
the principal amount of $7,000,000.00 by Consolidated, Amended and Restated
Mortgage, made by TIHT Commercial to UBS Real Estate Investments Inc, dated July
21, 2006 and recorded August 18, 2006 as CRFN: 20060004691?7 in the City Register?s
Of?ce.

The above Mortgage was assigned to LaSalle Bank National Association, in its capacity
as trustee for the registered holders of LB-UBS Commerciai Mortgage Trust 2006-C6,
Commercial Mortgage Pass-Tin'ough Certi?cates, Series 2006-C6, by Assignment of
Mortgage dated July 25, 2006 and recorded April 18, 2007 as CRFN: 2007000200844 in
the City Register?s Of?ce.

As assigned by Assignment of Mortgage from Bank of America, N.A., as Trustee,
successor by merger to LaSalle Bank National Association, as Trustee for the registered
holders of LB-UBS Commercial Mortgage Trust 2006-C6, Commercial Mortgage Pass?
Through Certi?cates, Series to US. Bank Nationai Association, as Trustee,
successor-iu-interest to Bank of America, NA, as Trustee, successor by merger to
LaSalle Bank National Association, as Trustee for the registered holders of LBHUBS
Commercial Mortgage Trust 2006-C6, Commercial Mortgage Pass-Through Certi?cates,
Series 2006-C6, recorded immediately prior hereto in the City Register?s Of?ce.

As assigned by Assignment of Mortgage from US, Nationai Association, as Trustee,
successor-in?interest to Bank of America, NA, as Trustee, successor by merger to
LaSalle Bank National Association, as Trustee for the registered holders of LB-UBS
Commercial Mortgage Trust 2006-C6, Commercial Mortgage PassuThrough Certi?cates,
Series to Ladder Capital Finance LLC, recorded immediately prior hereto in the
City Register?s Of?ce.