FILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
`NYSCEF DOC. NO. 127
`
`INDEX NO. 150855/2018
`
`RECEIVED NYSCEF: 09/17/2019
`
`SUPREME COURT OF THE STATE OF NEW YORK
`COUNTY OF RICHMOND
`
`
`
`CHAIM BABAD and
`ONE EDGEWATER EQUITIES LLC,
`
`
`Plaintiffs,
`
`
`
`-against-
`
`
`
`LLC, ONE
`LOFT
`PLAZA
`EDGEWATER
`EDGEWATER EQUITIES LLC, ONE EDGEWATER
`HOLDINGS LLC, EDGEWATER HOLDINGS LLC, SI
`FUNDING LLC, LLC, LL EDGEWATER HOLDINGS
`LLC, XYZ LLC, JANE DOE, and JOHN DOE,
`
`
`Defendants.
`
`
`
`
`)
`STATE OF NEW YORK
`: ss.:
`
`
`
`
`COUNTY OF NEW YORK )
`
`
`
`INDEX NO. 150855/2018
`
`
`SUR-REPLY
`AFFIRMATION OF
`BRENDAN C. KOMBOL
`IN FURTHER
`OPPOSITION TO
`ORDER TO
`SHOW CAUSE TO
`MODIFY THE PRIOR
`ORDER OF THIS
`COURT AND TO
`PERMIT FINANCING
`
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`)
`
`BRENDAN C. KOMBOL, an attorney duly licensed to practice law in the Courts of the
`
`State of New York, under penalties of perjury, duly affirms as follows:
`
`1.
`
`I am the Attorney for the Plaintiffs herein, each of Chaim Babad (“Babad”) and
`
`One Edgewater Equites LLC (“Owner”), and I offer the herein affirmation in further opposition to
`
`the present order to show cause seeking to modify the prior order of this Court, which acted to,
`
`inter alia, prohibit any conveyance or encumbrance of the real property located at One Edgewater
`
`Plaza, Staten Island, NY (the “Property”) without the approval of this Court (the “Order”).
`
`2.
`
`As an initial matter, since the date of the original OTSC brought the Defendants
`
`herein seeking financing (the “OTSC”), parties have literally crawled out of the woodwork with
`
`allegations substantially similar to those asserted by the Plaintiffs in the instant action, all
`
`complaining that the Defendants have (essentially) run a shell game through which they defrauded
`
`1 of 37
`
`

`

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`NYSCEF DOC. NO. 127
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`INDEX NO. 150855/2018
`
`RECEIVED NYSCEF: 09/17/2019
`
`various parties in order secure control of the Property. Examples of this have been annexed hereto
`
`as Exhibits A, B, and, C hereto, which each establish that various parties allege (in substance
`
`identically to the Plaintiffs herein) that the Defendants induced them to invest in the Property in
`
`exchange for membership interest therein.
`
`3.
`
`The Defendants do not explain how these myriad parties came to believe they were
`
`owners of the venture forming the subject hereof in their present motion.
`
`4.
`
`Instead, the Defendants argue that they should be permitted to borrower millions of
`
`more dollars from the equity of the Property, because (in essence) any of these members are (at
`
`best) non-voting assignees of former owners of the Owner.
`
`5.
`
`6.
`
`Defendants’ arguments are beyond insincere.
`
`For example, annexed hereto as Exhibit D are numerous wire requests and check
`
`deposits solicited from the Plaintiff herein (or its affiliate) which were requested as part of the
`
`Plaintiffs’ investment in the Property and Owner.
`
`7.
`
`At all relevant times, the Defendants were aware that the Plaintiffs herein were
`
`members of the Owner by assignment.
`
`8.
`
`This is why the Defendants solicited these funds, and why the Plaintiffs provided
`
`the same.
`
`9.
`
`The Defendants now attempt to disenfranchise the Plaintiffs from the Owner
`
`pursuant to the present motion (improperly by way of provisional relief) through arguments raised
`
`only on reply, which arguments allege that the limited liability company law of the State of New
`
`York invalidates the Assignments under which the Plaintiffs benefit.
`
`10.
`
`In doing so, the Defendants manifestly misrepresent the relevant law, and distort
`
`the relevant facts.
`
`
`
`2
`
`2 of 37
`
`

`

`FILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
`NYSCEF DOC. NO. 127
`
`INDEX NO. 150855/2018
`
`RECEIVED NYSCEF: 09/17/2019
`
`11.
`
`Specifically, under either of NY CLS LLC Law §§ 602 or 603, upon which the
`
`Defendants rely, an assignment of membership interest is (arguably) merely economic in nature
`
`only when an operating agreement is in place binding all such interests.
`
`12.
`
`In connection with the present matter, there can be no question that while the
`
`Plaintiffs (specifically Babad) were recognized investors in the Owner, no operating agreement
`
`was ever finalized amongst the owners of the Owner. This is fact that cannot be challenged. See,
`
`Ex.’s A - E of the Plaintiffs’ original opposition to this motion.
`
`13.
`
`As is evident thereby, even Defendants’ counsel, of the Firm, expressly
`
`acknowledged the Plaintiff Babad as a member of Owner. See, Ex. A to original opposition papers.
`
`Conclusion
`
`14.
`
`For the reasons set forth herein, Defendants’ motion must be denied, and this Court
`
`must grant such other and further relief as it deems just and proper. All rights are otherwise
`
`reserved.
`
`15.
`
`This Affirmation is offered based on the actual knowledge of the undersigned.
`
`
`Dated: New York, New York
`September 17, 2019
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`RICHARD L. YELLEN &
`ASSOCIATES, LLP
`
`
`
`
`/s
`
`
`By: Brendan C. Kombol, Esq.
`111 Broadway, 14th Floor
`New York, New York 10006
`(212) 404-6988
`Attorney for Plaintiffs
`
`
`
`
`
`3
`
`3 of 37
`
`

`

`FILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
`FILED: RICHMOND COUNTY CLERK 091-32019 08:58 ‘
`I
`NYSCEF DOC. NO. 127
`NYSCEF DOC. NO. 127
`
`INDEX NO. 150855/2018
`INDEX NO- 150855/2018
`RECEIVED NYSCEF: 09/17/2019
`RECEIVED NYSCEF: 09/17/2019
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
` EXHIBIT A
`
`EXHIBIT A
`
`4of37
`4 of 37
`
`

`

`
`FILED: RICHMOND COUNTY CLERK 09/06/2019 06:39 PMFILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
`
`NYSCEF DOC. NO. 110NYSCEF DOC. NO. 127
`
`
`
`INDEX NO. 150855/2018INDEX NO. 150855/2018
`
`
`
`RECEIVED NYSCEF: 09/06/2019RECEIVED NYSCEF: 09/17/2019
`
`OF THE STATE
`COURT
`OF RICHMOND
`----------------------------------
`BABAD
`and ONE EDGEWATER
`
`SUPREME
`COUNTY
`-----------
`CHAIM
`
`LLC,
`
`OF NEW YORK
`
`--------------X
`
`EQUITIES,
`
`Index
`
`No.:
`
`150256/2018
`
`NOTICE
`MOTION
`
`OF
`
`Plaintiffs,
`
`-against-
`
`EDGEW
`
`LLC,
`
`ONE EDGEWATER
`TER PLAZA
`LLC,
`LOFT,
`ONE EDGEWATER
`HOLDINGS,
`EQUITIES,
`EDGEWATER
`SI FUNDING
`HOLDINGS
`LLC,
`LL EDGFWATER
`XYZ
`HOLDINGS,
`DOE and OHN DOE,
`
`LLC,
`
`LLC,
`JANE
`
`LLC,
`
`LLC,
`
`-------------
`
`--
`
`Defendants.
`¬-------------------------------X
`
`PLEASE
`
`TAKE
`
`NOTICE
`
`that
`
`upon
`
`the
`
`annexed
`
`Affidavit
`
`of Abraham
`
`Lesser,
`
`duly
`
`sworn
`
`on the
`
`3001
`
`day
`
`of August,
`
`2019,
`
`and
`
`the Memorandum
`
`of Law dated
`
`August
`
`30,
`
`2019,
`
`and upon
`
`all
`
`the
`
`pleadings
`
`and
`
`proceedings
`
`heretofore
`
`had
`
`herein,
`
`the
`
`proposed
`
`intervenor
`
`Edgewater
`
`Ventures,
`
`LLC,
`
`as beneficiary
`
`of a nominee
`
`agreement
`
`with
`
`LL Edgewater
`
`Holdings,
`
`IAS
`
`Part
`
`21 of
`
`the
`
`LLC,
`
`will
`
`move
`
`this Court
`
`before
`
`the Honorable
`
`Orlando
`
`Marrazzo,
`
`Jr.,
`
`at
`
`Supreme
`
`Court
`
`of Richmond
`
`County
`
`located
`
`at 26 Central
`
`Avenue,
`
`Staten
`
`Island,
`
`New York
`
`on
`
`24th
`
`the
`
`d y of September,
`
`2019
`
`at 9:30
`
`o'clock
`
`in the
`
`forenoon
`
`of
`
`that
`
`day
`
`or as soon
`
`thereafter
`
`as counsel
`
`can
`
`be heard
`
`for
`
`an order
`
`pursuant
`
`to CPLR
`
`§ 1012(a)(2)
`
`or alternatively,
`
`§ 1013,
`
`granting
`
`leave
`
`to Edgewater
`
`Ventures,
`
`LLC,
`
`the Proposed
`
`Intervenor,
`
`to intervene
`
`as a defendant
`
`in the
`
`above-caption
`
`action,
`
`either
`
`as of
`
`right
`
`or by permission,
`
`and
`
`for
`
`such
`
`other
`
`and
`
`further
`
`relief
`
`that
`
`this Honorable
`
`Court
`
`deems
`
`just
`
`and
`
`proper.
`
`
`
`1 of 125 of 37
`
`

`

`
`FILED: RICHMOND COUNTY CLERK 09/06/2019 06:39 PMFILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
`
`NYSCEF DOC. NO. 110NYSCEF DOC. NO. 127
`
`
`
`INDEX NO. 150855/2018INDEX NO. 150855/2018
`
`
`
`RECEIVED NYSCEF: 09/06/2019RECEIVED NYSCEF: 09/17/2019
`
`PI±EASE
`
`TAKE
`
`FURTHER
`
`NOTICE,
`
`that
`
`pursuant
`
`to Rule
`
`2214(b)
`
`answering
`
`affidavits,
`
`if any,
`
`are to be served
`
`upon
`
`the
`
`undersigned
`
`at
`
`least
`
`seven
`
`days
`
`prior
`
`to the
`
`return
`
`date
`
`hereof.
`
`Dated:
`
`Staten
`Island,
`September
`
`New York
`6, 2019
`
`Yours,
`
`etc.,
`
`Decker
`
`& Decker
`
`By:
`
`T. Decker
`
`Steven
`Avenue
`NY 10305
`
`3 Kermit
`Staten
`
`(718)
`
`Island,
`979-4300
`and
`R. Seddio
`& Associates
`Avenue
`Flatlands
`NY 11236
`272-6040
`(718)
`for
`Attorneys
`EDGEWATER
`
`Frank
`Seddio
`9306
`
`Brooklyn,
`
`Intervenor
`Proposed
`LLC
`VENTURES,
`
`To:
`
`L. Yellen
`Richard
`111 Broadway,
`New York,
`
`& Associates
`1103
`Suite
`NY 10006
`
`M.
`Howard
`260 Christopher
`Staten
`
`Island,
`
`File
`
`Suite
`
`102
`
`Lane,
`NY 10314
`
`Hdll & Hall
`57 Beach
`Staten
`
`Island,
`
`Street
`
`NY 10304
`
`is & Goldberg,
`LLP
`Sa
`21"
`551 Fifth
`Avenue,
`NY 10176
`New York,
`
`Floor
`
`
`
`2 of 126 of 37
`
`

`

`
`FILED: RICHMOND COUNTY CLERK 09/06/2019 06:39 PMFILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
`
`NYSCEF DOC. NO. 110NYSCEF DOC. NO. 127
`
`
`
`INDEX NO. 150855/2018INDEX NO. 150855/2018
`
`
`
`RECEIVED NYSCEF: 09/06/2019RECEIVED NYSCEF: 09/17/2019
`
`Solomon
`Esq.
`Rubin,
`20 /7 Center
`Avenue
`07024
`t
`lee, NJ
`Fo
`
`Suite
`
`6E
`
`
`
`3 of 127 of 37
`
`

`

`
`FILED: RICHMOND COUNTY CLERK 09/06/2019 06:39 PMFILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
`
`NYSCEF DOC. NO. 110NYSCEF DOC. NO. 127
`
`
`
`INDEX NO. 150855/2018INDEX NO. 150855/2018
`
`
`
`RECEIVED NYSCEF: 09/06/2019RECEIVED NYSCEF: 09/17/2019
`
`OF THE STATE
`SÙPREME
`COURT
`COUNTY
`OF RICHMOND
`--------------------------
`BABAD
`CHAIM
`
`-------------------------------X
`and ONE EDGEWATER
`
`EQUITIES,
`
`OF NEW YORK
`
`LLC,
`
`EDGEWATER
`
`LLC,
`
`EQUITIES,
`EDGEWATER
`LL EDGEWATER
`JOHN
`I)OE
`and
`
`Plaintiffs,
`
`-against-
`
`ONE EDGEWATER
`PLAZA
`LLC,
`LOFT,
`ONE EDGEWATER
`HOLDINGS,
`HOLDINGS
`SI FUNDING
`LLC,
`XYZ
`HOLDINGS,
`DOE,
`
`LLC,
`
`LLC,
`JANE
`
`LLC,
`
`LLC,
`
`Index
`
`No.:
`
`150256/2018
`
`AFFIDAVIT
`SUPPORT
`MOTION
`INTERVENE
`
`IN
`OF
`TO
`
`-1--------------------------------------
`
`----------------X
`
`Defendants.
`
`) s
`
`s:
`
`)
`
`STATE
`
`OF NEW YORK
`
`COUNTY
`
`OF
`
`k W6 C
`
`Abraham
`
`Lesser,
`
`being
`
`duly
`
`sworn,
`
`deposes
`
`and
`
`says:
`
`1.
`
`I am a Managing
`
`Member
`
`of Edgewater
`
`Ventures,
`
`LLC,
`
`the Proposed
`
`Intervenor
`
`herein
`
`of
`
`(the
`
`"PI"),
`
`and
`
`I have
`
`personal
`
`knowledge
`
`the
`
`facts
`
`contained
`
`herein.
`
`I make
`
`this
`
`affidavit
`
`in support
`
`of
`
`the motion
`
`for
`
`an order
`
`pursuant
`
`to CPLR
`
`§ 1012
`
`(a)(2)
`
`and/or
`
`§ 1013
`
`granting
`
`the Proposed
`
`Intervenor
`
`leave
`
`to intervene
`
`in the
`
`instant
`
`action.
`
`2. This
`
`is an action
`
`resulting
`
`from
`
`the
`
`purchase
`
`of
`
`the
`
`real
`
`property
`
`known
`
`as One Edgewater
`
`Islaza,
`
`Staten
`
`Island,
`
`New York
`
`(the
`
`"Real
`
`Property").
`
`
`
`4 of 128 of 37
`
`

`

`
`FILED: RICHMOND COUNTY CLERK 09/06/2019 06:39 PMFILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
`
`NYSCEF DOC. NO. 110NYSCEF DOC. NO. 127
`
`
`
`INDEX NO. 150855/2018INDEX NO. 150855/2018
`
`
`
`RECEIVED NYSCEF: 09/06/2019RECEIVED NYSCEF: 09/17/2019
`
`3.
`
`The Real
`
`Property
`
`was
`
`acquired
`
`by
`
`various
`
`entities
`
`collectively
`
`known
`
`as the
`
`"Purchaser
`
`Group."
`
`4. PI
`
`is the
`
`beneficiary
`
`of a nominee
`
`agreement
`
`with
`
`LL Edgewater
`
`Holdings,
`
`LLC.,
`
`one
`
`of
`
`numerous
`
`entities
`
`formed
`
`in anticipation
`
`of
`
`the
`
`closing
`
`of
`
`the
`
`sale
`
`of
`
`the Real
`
`Property.
`
`These
`
`entities
`
`represented
`
`the
`
`financial
`
`investors
`
`in the
`
`plaintiff
`
`One
`
`Edgewater
`
`LLC,
`
`the
`
`Equities,
`
`deed
`
`holder
`
`of
`
`the Real
`
`Property.
`
`5. Significant
`
`funding
`
`was
`
`needed
`
`by
`
`the
`
`Investor
`
`Group
`
`to close
`
`the
`
`transaction.
`
`Through
`
`various
`
`entities,
`
`I provided
`
`to Edgewater
`
`Ventures,
`
`LLC therein
`
`thirty-one
`
`(31%)
`
`percent
`
`of
`
`the
`
`funds
`
`needed
`
`to close
`
`the
`
`transaction
`
`in accordance
`
`with
`
`the Contract
`
`of Sale.
`
`I have
`
`ahached
`
`copies
`
`of a Signature
`
`Bank
`
`outgoing
`
`wire
`
`confirmation
`
`from my attorney's
`
`IOLA
`
`Account
`
`as Exhibit
`
`"A".
`
`evidence
`
`a named
`
`defendant
`
`6.
`
`Those
`
`wire
`
`confirmations
`
`payment
`
`to SI Funding,
`
`LLC,
`
`herein
`
`and
`
`reference
`
`"Edgewater".
`
`Additional
`
`funds,
`
`through
`
`numerous
`
`additional
`
`wires
`
`and
`
`checks,
`
`were
`
`provided
`
`to SI Funding,
`
`LLC.
`
`Wires
`
`were
`
`also
`
`sent
`
`to Leibel
`
`Lederman,
`
`who,
`
`upon
`
`information
`
`and
`
`belief,
`
`is the
`
`"LL"
`
`in the
`
`named
`
`defendant
`
`LL Edgewater
`
`Holdings,
`
`LLC.
`
`7.
`
`In exchange
`
`for
`
`these
`
`additional
`
`funds,
`
`the PI was
`
`to receive
`
`an ownership
`
`interest
`
`in the
`
`with
`
`Peal
`
`Property
`
`acquired
`
`the Purchaser
`
`by
`
`Group
`
`in accordance
`
`the
`
`percentage
`
`of my
`
`investment.
`
`8. Without
`
`my providing
`
`funds
`
`at
`
`the
`
`last minute,
`
`this
`
`transaction
`
`would
`
`not
`
`have
`
`closed
`
`as
`
`the Purchaser
`
`Group
`
`did
`
`not
`
`have
`
`the
`
`necessary
`
`funds
`
`to close
`
`the
`
`transaction.
`
`9. Plaintiff
`
`Chaim
`
`Babad
`
`has no legitimate
`
`claim
`
`to the Real
`
`Property
`
`as he was
`
`unable
`
`to
`
`acquire
`
`the
`
`funds
`
`necessary
`
`to close
`
`the
`
`transaction.
`
`
`
`5 of 129 of 37
`
`

`

`
`FILED: RICHMOND COUNTY CLERK 09/06/2019 06:39 PMFILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
`
`NYSCEF DOC. NO. 110NYSCEF DOC. NO. 127
`
`
`
`INDEX NO. 150855/2018INDEX NO. 150855/2018
`
`
`
`RECEIVED NYSCEF: 09/06/2019RECEIVED NYSCEF: 09/17/2019
`
`10.
`
`Proposed
`
`Intervenor
`
`seeks
`
`to intervene
`
`as of
`
`right
`
`pursuant
`
`to CPLR
`
`§ 1012(a)(2).
`
`11.
`
`The
`
`current
`
`defendants
`
`will
`
`not
`
`adequately
`
`represent
`
`the PI's
`
`interests
`
`as numerous
`
`entities
`
`are claiming
`
`an interest
`
`in the Real
`
`Property
`
`and
`
`some
`
`of
`
`the
`
`named
`
`defendants'
`
`interests
`
`overlap.
`
`PI's
`
`interest
`
`in the Real
`
`Property
`
`may
`
`be diluted
`
`or extinguished
`
`without
`
`bping
`
`allowed
`
`to interpose
`
`a zealous
`
`defense.
`
`12. The PI will
`
`be bound
`
`judgment
`
`in this
`
`action
`
`if
`
`intervention
`
`clearly
`
`by
`
`any
`
`rendered
`
`and
`
`is
`
`not
`
`granted,
`
`the PI will
`
`be unable
`
`to defend
`
`its ownership
`
`interest
`
`in the Real
`
`Property.
`
`13.
`
`The
`
`instant
`
`motion
`
`is timely
`
`as it
`
`is made
`
`early
`
`in discovery.
`
`Also,
`
`I understand
`
`that
`
`a
`
`motion
`
`to consolidate
`
`the
`
`instant
`
`action
`
`with
`
`an action
`
`pending
`
`in the Supreme
`
`Court
`
`of
`
`Nassau
`
`County
`
`is returnable
`
`before
`
`this Honorable
`
`Court
`
`in September.
`
`14.
`
`As
`
`of
`
`June
`
`initial
`
`demands
`
`have
`
`been
`
`served
`
`but
`
`have
`
`yet
`
`4, 2019,
`
`document
`
`depositions
`
`to be held
`
`in this
`
`action.
`
`Granting
`
`this motion
`
`will
`
`not
`
`cause
`
`a delay
`
`in the
`
`proceedings
`
`or
`
`prejudice
`
`any
`
`party
`
`herein.
`
`15.
`
`Additionally,
`
`Subpoenas
`
`Duces
`
`Tecum
`
`were
`
`recently
`
`served
`
`upon
`
`the
`
`non-party
`
`individuals
`
`Samuel
`
`Sprei
`
`and Rochelle
`
`Friedman,
`
`seeking
`
`documentation
`
`regarding
`
`their
`
`purported
`
`interest
`
`in the Purchaser's
`
`Group.
`
`It
`
`is apparent
`
`that
`
`additional
`
`parties
`
`are known
`
`to
`
`plaintiffs
`
`herein
`
`the PI
`
`should
`
`be granted
`
`leave
`
`to intervene
`
`as
`
`tl)e
`
`named
`
`and
`
`defendants
`
`and
`
`of
`
`right.
`
`16.
`
`If
`
`this Honorable
`
`Court
`
`denies
`
`the PI's
`
`request
`
`for
`
`intervention
`
`as of
`
`right,
`
`PI
`
`seeks
`
`to
`
`intervene
`
`with
`
`this Court's
`
`permission
`
`pursuant
`
`to CPLR
`
`§ 1013.
`
`1 7. The PI's
`
`defense
`
`and
`
`the main
`
`action
`
`clearly
`
`have
`
`a common
`
`question
`
`of
`
`law and
`
`fact.
`
`The PI has
`
`a real
`
`and
`
`substantial
`
`interest
`
`in the
`
`outcome
`
`of
`
`the
`
`proceeding
`
`and
`
`leave
`
`to
`
`intervene
`
`should
`
`be granted.
`
`
`
`6 of 1210 of 37
`
`

`

`
`FILED: RICHMOND COUNTY CLERK 09/06/2019 06:39 PMFILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
`
`NYSCEF DOC. NO. 110NYSCEF DOC. NO. 127
`
`
`
`INDEX NO. 150855/2018INDEX NO. 150855/2018
`
`
`
`RECEIVED NYSCEF: 09/06/2019RECEIVED NYSCEF: 09/17/2019
`
`18.
`
`The PI's
`
`request
`
`to intervene
`
`will
`
`not
`
`delay
`
`the
`
`determination
`
`of
`
`this
`
`action
`
`or prejudice
`
`the
`
`rights
`
`of any
`
`party.
`
`19.
`
`Intervention
`
`would
`
`be in the
`
`interest
`
`of
`
`judicial
`
`economy
`
`since
`
`it would
`
`allow
`
`the
`
`parties
`
`tð resolve
`
`the
`
`issues
`
`relating
`
`to the
`
`ownership
`
`of
`
`the Real
`
`Property
`
`without
`
`the
`
`need
`
`for
`
`any
`
`additional
`
`proceedings.
`
`20.
`
`As no
`
`delay
`
`to the
`
`proceedings
`
`or prejudice
`
`to any
`
`party
`
`will
`
`result
`
`from
`
`granting
`
`the
`
`instant
`
`Edgewater
`
`motion,
`
`Ventures,
`
`LLC
`
`should
`
`be allowed
`
`to intervene
`
`in the
`
`action
`
`to
`
`protect
`
`its
`
`interests.
`
`WHEREFORE,
`
`it
`
`is respectfully
`
`requested
`
`that
`
`the motion
`
`for
`
`an order
`
`pursuant
`
`to
`
`CPLR
`
`§ 1012(a)(2)
`
`as of
`
`right
`
`or CPLR
`
`§ 1013
`
`granting
`
`the PI
`
`the
`
`permission
`
`to intervene
`
`in
`
`tlie
`
`above
`
`referenced
`
`action
`
`be granted
`
`in all
`
`respects,
`
`together
`
`with
`
`such
`
`other
`
`and
`
`further
`
`relief
`
`as this
`
`court
`
`may
`
`deem just
`
`and
`
`proper.
`
`20 19.
`
`ABRAHAlk
`
`LWER
`
`"'s
`
`Sworn
`
`to before me
`
`this 1 of August-,
`
`OTARY
`
`PUBLIC
`
`GEDAUA MARYL
`Notary Public, State of New Yo::c
`Reg. No. 01MA6226310
`Qua)1fied in Kings County
`My Commission Expirea Aug. 9, 2022
`
`
`
`7 of 1211 of 37
`
`

`

`
`FILED: RICHMOND COUNTY CLERK 09/06/2019 06:39 PMFILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
`
`NYSCEF DOC. NO. 110NYSCEF DOC. NO. 127
`
`
`
`INDEX NO. 150855/2018INDEX NO. 150855/2018
`
`
`
`RECEIVED NYSCEF: 09/06/2019RECEIVED NYSCEF: 09/17/2019
`
`EXHIBIT
`
`"A"
`
`
`
`8 of 1212 of 37
`
`

`

`
`FILED: RICHMOND COUNTY CLERK 09/06/2019 06:39 PMFILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
`
`NYSCEF DOC. NO. 110NYSCEF DOC. NO. 127
`
`
`
`INDEX NO. 150855/2018INDEX NO. 150855/2018
`
`
`
`RECEIVED NYSCEF: 09/06/2019RECEIVED NYSCEF: 09/17/2019
`
`SIGNATURE
`
`BANK
`
`LEVITIN
`& ASSOCIATES,
`IOLA ACCOUNT1
`1430 BROADWAY,
`SUITE
`NEW YORK
`NY 10018
`
`P.C
`
`1802
`
`3
`
`Date
`
`Descriotion
`
`statement Period
`From April
`01, 2D18
`To April
`30, 2018
`Page 5 of 10
`
`565 FIFTH AVENUE
`NEW YORK, NY 10017
`
`Prirnary Account:
`
`9653
`
`8
`
`Apr
`
`04 OUTGOING WIRE XFER
`20180404B6B7261F000201
`RFJ#
`SI
`TO:
`FUNDING LLC
`BANK: CAPITAL ONE WA
`OBI:
`EDGEWATER
`
`ABA:
`021407912
`ACCT# 7528355085
`
`500, 000.00
`
`
`
`9 of 1213 of 37
`
`

`

`
`FILED: RICHMOND COUNTY CLERK 09/06/2019 06:39 PMFILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
`
`NYSCEF DOC. NO. 110NYSCEF DOC. NO. 127
`
`
`
`INDEX NO. 150855/2018INDEX NO. 150855/2018
`
`
`
`RECEIVED NYSCEF: 09/06/2019RECEIVED NYSCEF: 09/17/2019
`
`SIGNATURE
`
`BANK
`
`Statement Period
`From April
`0t, 2018
`To April
`30, 2018
`Page 7 of 10
`
`566 FIFTH AVENUE
`NEW YORK, NY 10017
`
`Primary Account:
`
`53
`
`8
`
`& ASSOCIATES,
`LEVITIN
`IOLA ACCOUNT
`1430 BROADWAY,
`SUlTE
`NEW YORK
`NY 10018
`
`P.C
`
`1802
`
`Date
`
`Description
`
`o8
`
`OO
`
`Apr
`
`30
`
`ourGOING WTRE
`REF#.
`20180 430B6B72 61F001589
`To:
`SI Funding
`LLC
`BANK: CAPITAL ONE, WA
`OBI
`Edgewater
`
`ABA:
`021407912
`AC0T# 7528355085
`
`L00 , 000 . 00
`
`
`
`10 of 1214 of 37
`
`

`

`
`FILED: RICHMOND COUNTY CLERK 09/06/2019 06:39 PMFILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
`
`NYSCEF DOC. NO. 110NYSCEF DOC. NO. 127
`
`
`
`INDEX NO. 150855/2018INDEX NO. 150855/2018
`
`
`
`RECEIVED NYSCEF: 09/06/2019RECEIVED NYSCEF: 09/17/2019
`
`SIGNATURE
`
`BANK
`
`& ASSOCIATES,
`LEVITIN
`IOLA ACCOUNT
`SUITE
`1430 BROADWAY,
`NEW YOR
`NY 10018
`
`P.C
`
`1110
`
`b
`
`Data
`
`Description
`
`Statement Period
`From July
`01,2016
`To July
`31, 2018
`Page 5 of 14
`
`555 RFTH AVENUE
`NEWYORK, NY 10017
`
`Primary Account:
`
`9653
`
`26
`
`Jul
`
`Jul
`
`05 OUTGoING WIRE
`20180705B6B7261F001200
`REF§
`Leibel
`Lederman
`To:
`BANK: CAPITAL ONE, NA
`Edgewater
`payment
`03I:
`OBI:
`OBI:
`05 OUTG0ZNG WIRE XFER
`20180705B6B7261F002249
`REF#
`LEDERMAN
`LEIBEL
`Tc :
`BANK: CAPITAL ONE NA
`
`021407912
`ABA:
`ACCT# 7014179202
`
`021407912
`ABA:
`ACCT# 7014179202
`
`150,0
`
`.
`
`200, 000 .00
`
`
`
`11 of 1215 of 37
`
`

`

`
`FILED: RICHMOND COUNTY CLERK 09/06/2019 06:39 PMFILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
`
`NYSCEF DOC. NO. 110NYSCEF DOC. NO. 127
`
`
`
`INDEX NO. 150855/2018INDEX NO. 150855/2018
`
`
`
`RECEIVED NYSCEF: 09/06/2019RECEIVED NYSCEF: 09/17/2019
`
`OF THE
`COURT
`OF RICHMOND
`
`STATE
`
`OF NEW YORK
`
`BABAD
`
`------------------------------X
`and ONE EDGEWATER
`
`EQUITIES,
`
`SUPREME
`COUNTY
`----------
`CHAIM
`
`LLC,
`
`Index
`
`No.:
`
`150256/2018
`
`Plaintiffs,
`
`-against-
`
`EDGEWATER
`
`EQUITIES,
`EDGEWATFR
`LL EDGEWATER
`DOE and
`JOHN
`
`ONE EDGEWATER
`PLAZA
`LOFT,
`LLC,
`I LC, ONE EDGEWATER
`HOLDINGS,
`HOLDINGS
`SI FUND1NG
`LLC,
`XYZ
`HOLDINGS,
`DOE,
`
`LLC,
`
`LLC,
`JANE
`
`LLC,
`
`LLC,
`
`----------------
`
`Defendants.
`--------------------------------------------------X
`
`TICE
`
`OF MOTION
`
`3 KERMIT
`AVENUE,
`T: 718-979-4300
`
`DECKER
`STATEN
`Email:
`
`& DECKER
`NEW YORK
`ISLAND,
`sdecke @deckerlawsi.com
`
`10304
`
`
`
`12 of 1216 of 37
`
`

`

`FILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
`FILED: RICHMOND COUNTY CLERK 091-32019 08:58 ‘
`I
`NYSCEF DOC. NO. 127
`NYSCEF DOC. NO. 127
`
`INDEX NO. 150855/2018
`INDEX NO- 150855/2018
`RECEIVED NYSCEF: 09/17/2019
`RECEIVED NYSCEF: 09/17/2019
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
`
` EXHIBIT B
`
`EXHIBIT B
`
`17 of 37
`17 of 37
`
`

`

`
`FILED: RICHMOND COUNTY CLERK 08/26/2019 02:03 PMFILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
`
`NYSCEF DOC. NO. 94NYSCEF DOC. NO. 127
`
`
`
`INDEX NO. 150855/2018INDEX NO. 150855/2018
`
`
`
`RECEIVED NYSCEF: 08/26/2019RECEIVED NYSCEF: 09/17/2019
`
`SUPREME COURT OF THE STATE OF NEW YORK
`COUNTY OF RICHMOND
`____________________________________
`
`CHAIM BABAD and ONE EDGEWATER
`EQUITIES LLC,
`
`
`
`
`
`
`
`
`Plaintiffs,
`
`
`
`v.
`
`
`
`
`
`
`
`EDGEWATER PLAZA LOFT LLC,
`ONE EDGEWATER EQUITIES LLC,
`ONE EDGEWATER HOLDINGS LLC,
`EDGEWATER HOLDINGS LLC,
`SI FUNDING LLC,
`LL EDGEWATER HOLDINGS LLC,
`XYZ LLC, JANE DOE, and JOHN DOE,
`
`
`Index No. 150855/2018
`
`AFFIDAVIT OF JONATHAN RUBIN IN
`OPPOSITION TO ORDER TO SHOW CAUSE
`
`
`
`
`
`
`
`
`
`Defendants.
`____________________________________
`
`I, Jonathan Rubin, affirm, under penalties of perjury as follows:
`
`1.
`
`I am the manager of Edgewater Holdings LLC (“Edgewater Holdings,”) a
`
`defendant in this action.
`
`2.
`
`I submit this affidavit, based on firsthand knowledge, in opposition the order to
`
`show cause (the “OSC”) that the defendant, One Edgewater Equities, LLC (“OEE”), filed on July
`
`29, 2019, which seeks to have the Court modify its prior order, dated August 31, 2018, so as to
`
`allow OEE to obtain financing which will encumber One Edgewater Plaza, in Richmond County,
`
`New York (a/k/a Block 2820, Lot 95 and Block 2823, Lot 31) (the “Property”).
`
`3.
`
`OEE claims that it needs to take out more financing, in the amount of $7.65 million,
`
`purportedly “to maintain and improve the Property.” Katz Aff., ¶ 7.1
`
`
`1 References to “Katz Aff.” refer to the Affidavit of Scott J. Katz filed on July 1, 2019 as NYSCEF Doc. 60 is support
`of OEE’s OSC.
`
`
`
`1 of 518 of 37
`
`

`

`
`FILED: RICHMOND COUNTY CLERK 08/26/2019 02:03 PMFILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
`
`NYSCEF DOC. NO. 94NYSCEF DOC. NO. 127
`
`
`
`INDEX NO. 150855/2018INDEX NO. 150855/2018
`
`
`
`RECEIVED NYSCEF: 08/26/2019RECEIVED NYSCEF: 09/17/2019
`
`4.
`
`As will be explained below, Edgewater Holdings opposes the OSC, because OEE is
`
`depriving its minority member, Edgewater Holdings of the information necessary to ascertain how
`
`the Property is being managed and how the funds are being used.
`
`5.
`
`Edgewater Holdings previously asked OEE for this information and indicated that
`
`if OEE provides this information, Edgewater Holdings may consent to the Court granting the relief
`
`sought. However, OEE responded that it would not give Edgewater Holdings with any information
`
`outside of discovery. As such, Edgewater Holdings is forced to oppose this OSC.
`
`6.
`
`7.
`
`By way of background, OEE is the entity that owns the Property.
`
`Edgewater Holdings has a 19% ownership interest in OEE through an entity One
`
`Edgewater Owner LLC. A copy of the organizational chart that Edgewater Holdings received
`
`when the purchase of the Property closed is attached as Exhibit A.
`
`8.
`
`Sadis & Goldberg LLP previously represented Edgewater Holdings in this action.
`
`However, by letter dated June 7, 2019, Sadis & Goldberg informed Edgewater Holdings that it
`
`could no longer represent it, because of a conflict between OEE and Edgewater Holdings. A copy
`
`of this letter is attached as Exhibit B. Sadis & Goldberg refused to state the basis of this conflict.
`
`9.
`
`When the closing on the Property occurred, Soft Stone Development &
`
`Management Group (“Soft Stone”) was hired to manage it. Soft Stone sent Edgewater Holdings
`
`me monthly statements that contained (a) rents rolls, (b) tenant balances, (c) balance sheets on both
`
`cash and accrual basis, (d) monthly profit and loss statements on a cash and accrual basis, and (e) a
`
`statement of all deposits and disbursements. The most received statement that Edgewater Holdings
`
`received was for November 2018.
`
`
`
`2 of 519 of 37
`
`

`

`
`FILED: RICHMOND COUNTY CLERK 08/26/2019 02:03 PMFILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
`
`NYSCEF DOC. NO. 94NYSCEF DOC. NO. 127
`
`
`
`INDEX NO. 150855/2018INDEX NO. 150855/2018
`
`
`
`RECEIVED NYSCEF: 08/26/2019RECEIVED NYSCEF: 09/17/2019
`
`10.
`
`Subsequently, Knightstone Management LLC (“Knightstone”) took over managing
`
`the Property. Katz Aff., ¶ 1. Knightstone refused to provide Edgewater Holdings with any
`
`information about management of the Property.
`
`11.
`
`Edgewater Holdings is in a particularly precarious position because Knightstone
`
`and OEE are related entities. Katz Aff., ¶ 1. As such, without obtaining information about the
`
`operations of the Property, Edgewater Holdings has substantial concerns. This is particularly so
`
`since some of OEE’s claims are doubtful.
`
`12.
`
`OEE claims to need funds to operate because “[m]aterial funds were not held back
`
`for purposes of managing the office building post-closing.” Katz Aff., ¶ 13. However, at closing, I
`
`was given a closing statement that showed that $2 million was held back post-closing. A copy of
`
`this closing statement is attached as Exhibit C.
`
`13. Moreover, OEE is incredibly vague as to both why there is a need for financing and
`
`how it will use the funds.
`
`14.
`
`OEE claims that an unspecified amount of “funds will be used to pay construction
`
`costs … relating to new leases for approximately 10 units… The Property Owner has already
`
`identified and communicated with qualified vendors and contractors that are ready, willing, and
`
`able to proceed with these construction projects.” Katz Aff., ¶ 16. OEE never identifies who are
`
`these vendors, what work they are doing, or whether these vendors are related to Knightstone or its
`
`affiliates.
`
`15.
`
` OEE further claims that an unspecified amount of funds will be used to pay broker
`
`commissions relating to new leases for approximately 10 units.” Katz Aff., ¶ 16. Hereto, OEE does
`
`not say who are these brokers, how much OEE will pay them, or whether the brokers are related to
`
`Knightstone or its affiliates.
`
`
`
`3 of 520 of 37
`
`

`

`
`FILED: RICHMOND COUNTY CLERK 08/26/2019 02:03 PMFILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
`
`NYSCEF DOC. NO. 94NYSCEF DOC. NO. 127
`
`
`
`INDEX NO. 150855/2018INDEX NO. 150855/2018
`
`
`
`RECEIVED NYSCEF: 08/26/2019RECEIVED NYSCEF: 09/17/2019
`
`16.
`
`OEE indicates that it will spend $4 million to retain unspecified vendors to renovate
`
`the common areas. Katz Aff., ¶ 18. OEE does not say who it will hire or what work they will do. Id.
`
`OEE claims that “brokers have advised Knightstone that they will be able to obtain a better roster
`
`of tenants and that rents could be higher if this work is completed.” Id. However, it provides no
`
`affidavit from these unidentified brokers. The Court should disregard this hearsay claim.
`
`17.
`
`OEE further claims that some HVAC units are non-functional, and “[a]fter
`
`consulting with appropriate vendors, the Property Owner anticipates that $650,000.00 is needed to
`
`replace these non-functional HVAC units.” Katz Aff., ¶ 19. Once again, OEE fails to provide a
`
`proposal for work that will be done or who will be hired to do the job.
`
`18.
`
`Additionally, OEE claims that all “of the capital obtained through any additional
`
`financing will be used to fund building maintenance and improvement needs.” Katz Aff., ¶ 8. Even
`
`if this were true, that would not mean that no one will take money out of the Property as a result of
`
`this transaction. This is because paying for improvements out of new financing will free up cash
`
`from the positive cash flow to be distributed.
`
`19. When Soft Stone managed the Property, it renovated more than 18 thousand square
`
`feet of the Property without obtaining financing by using the positive cash flow.
`
`20.
`
`Finally, not only does OEE fail to disclose from whom it will seek financing, it fails
`
`to disclose the type of financing it seeks. Instead it claims that the “additional financing may be in
`
`the form of a commercial loan, mezzanine financing, or a capital investment from the issuance
`
`of preferred equity.” (Emphasis added.) Katz Aff., ¶ 25. The prospect of additional equity is
`
`particularly alarming to Edgewater Holdings because it could dilute its share in the Property.
`
`21.
`
`OEE provides a particularly implausible explanation for why it cannot tell the
`
`Court the type of financing it seeks. It claims that it cannot do so because of “the existence of the
`
`
`
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`FILED: RICHMOND COUNTY CLERK 08/26/2019 02:03 PMFILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
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`FILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
`FILED: RICHMOND COUNTY CLERK 091-32019 08:58 ‘
`I
`NYSCEF DOC. NO. 127
`NYSCEF DOC. NO. 127
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`INDEX NO. 150855/2018
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`RECEIVED NYSCEF: 09/17/2019
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`FILED: RICHMOND COUNTY CLERK 09/13/2019 04:00 PMFILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
`
`NYSCEF DOC. NO. 124NYSCEF DOC. NO. 127
`
`
`
`INDEX NO. 150855/2018INDEX NO. 150855/2018
`
`
`
`RECEIVED NYSCEF: 09/13/2019RECEIVED NYSCEF: 09/17/2019
`
`SUPREME
`COUNTY
`
`OF THE STATE
`COURT
`OF RICHMOND
`
`OF NEW YORK
`
`CHAIM
`EQUITIES
`
`BABAD
`
`and ONE EDGEWATER
`
`LLC,
`
`Plaintiffs,
`
`V.
`
`Index
`
`No.
`
`150855/2018
`
`OF JONATHAN
`AFFIDAVIT
`RUBIN
`PRIOR OPPOSITION
`WITHDRAWING
`TO ORDER
`TO SHOW CAUSE
`AND JOINING
`IN REQUEST
`IN OSC
`FOR RELIEF
`STATED
`
`LOFT
`
`LLC,
`LLC,
`LLC,
`
`EDGEWATER
`PLAZA
`ONE EDGEWATER
`EQUITIES
`ONE EDGEWATER
`HOLDINGs
`LLC
`EDGEWATER
`HOLDINGS
`SI FUNDING
`LLC,.
`LL EDGEWATER
`HOLDINGS
`XYZ LLC,
`JANE DOE,
`and
`
`LLC,
`JOHN DOE,
`
`Defendants.
`
`I, Jonathan
`
`Rubin,
`
`affirm,
`
`under
`
`penalties
`
`of perjury
`
`as follows:
`
`1.
`
`am the m ñager
`
`I
`
`of
`
`Edgewater
`
`Holdings
`
`LLC
`
`("Edgewater
`
`Holdings,")
`
`a
`
`defendant
`
`in this
`
`action.
`
`2.
`
`On August
`
`26,
`
`2019,
`
`Edgewater
`
`Holdings
`
`filed
`
`opposition
`
`to
`
`the
`
`order
`
`to
`
`show
`
`cause
`
`(the
`
`that
`
`the
`
`One
`
`Edgewater
`
`Equities,
`
`LLC
`
`("OEE"),
`
`filed
`
`on
`
`29,
`
`"OSC")
`
`defendant,
`
`July
`
`2019,
`
`which
`
`seeks
`
`to have
`
`the Court
`
`modify
`
`its prior
`
`order,
`
`dated
`
`August
`
`31,
`
`2018,
`
`so as to allow
`
`OEE to obtain
`
`finhñciñg
`
`which
`
`will
`
`encumber
`
`One
`
`Edgewater
`
`Plaza,
`
`in Richmond
`
`County,
`
`New
`
`York
`
`(a/k/a
`
`Block
`
`2820,
`
`Lot
`
`95 and Block
`
`2823,
`
`Lot
`
`31)
`
`(the
`
`"Property").
`
`Doc.
`
`94.
`
`3.
`
`For
`
`reasons
`
`that will
`
`be explained
`
`below,
`
`Edgewater
`
`Holdings
`
`is withdrawing
`
`its
`
`previous
`
`opposition
`
`to
`
`the OSC and
`
`joins
`
`in OEE's
`
`request
`
`for
`
`an
`
`order
`
`allowing
`
`it
`
`to
`
`obtain
`
`additional
`
`financing.
`
`
`
`1 of 324 of 37
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`FILED: RICHMOND COUNTY CLERK 09/13/2019 04:00 PMFILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
`
`NYSCEF DOC. NO. 124NYSCEF DOC. NO. 127
`
`
`
`INDEX NO. 150855/2018INDEX NO. 150855/2018
`
`
`
`RECEIVED NYSCEF: 09/13/2019RECEIVED NYSCEF: 09/17/2019
`
`4.
`
`Edgewater
`
`Holdings
`
`filed
`
`its
`
`opposition,
`
`because
`
`it has
`
`a minority
`
`interest
`
`in the
`
`Property,
`
`and
`
`it was
`
`concerned
`
`about
`
`not
`
`having
`
`received
`
`sufficient
`
`information
`
`to ascertaiñ
`
`what
`
`was
`
`happening
`
`with
`
`the Property.
`
`Doc.
`
`94.
`
`5.
`
`However,
`
`as
`
`I stated
`
`in Edgewater
`
`Holdiñgs'
`
`prior
`
`opposition,
`
`"If OEE
`
`were
`
`to
`
`provide
`
`details
`
`about
`
`the Property,
`
`Edgewater
`
`Holdings
`
`may
`
`withdraw
`
`its
`
`opposition."
`
`Doc.
`
`94,
`
`¶
`
`7.
`
`6.
`
`The OSC was
`
`previously
`
`returnable
`
`on September
`
`3, 2019.
`
`At
`
`that
`
`time,
`
`the Court
`
`it
`
`for
`
`two
`
`weeks
`
`for
`
`the
`
`parties
`
`to work
`
`out
`
`their
`
`differences.
`
`agreed
`
`to adjourn
`
`7.
`
`.
`
`In
`
`the
`
`interim,
`
`I met
`
`with
`
`managemeñt
`
`of OEE
`
`to
`
`discuss
`
`mañagêment
`
`of
`
`the
`
`Property
`
`and
`
`the
`
`need
`
`for
`
`additional
`
`financing.
`
`the OSC
`
`8.
`
`9.
`
`Based
`
`on our
`
`discussions,
`
`Edgewater
`
`Holdings
`
`withdraws
`
`its previous
`
`objection
`
`to
`
`I believe
`
`that
`
`additional
`
`financing
`
`is necessary
`
`for
`
`the
`
`iinprovements
`
`necessary
`
`to
`
`maximize
`
`profitability
`
`of
`
`th
`
`Property.
`
`10.
`
`In light
`
`of
`
`the
`
`above,
`
`Edgewater
`
`Holdings
`
`joins
`
`in the
`
`request
`
`for
`
`the Court
`
`to allow
`
`for
`
`additional
`
`financing.
`
`Sworn
`13th
`
`me this
`before
`of September,
`
`day
`
`201
`
`Nétary
`
`NOTARY
`
`I
`
`blic
`DINA SCHWAB
`PUSLIC OF NEW
`
`Y
`
`onathan
`
`Rubin
`
`
`
`2 of 325 of 37
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`

`
`FILED: RICHMOND COUNTY CLERK 09/13/2019 04:00 PMFILED: RICHMOND COUNTY CLERK 09/17/2019 08:58 AM
`
`NYSCEF DOC. NO. 124NYSCEF DOC. NO. 127
`
`
`
`INDEX NO. 150855/2018INDEX NO. 150855/2018
`
`
`
`RECEIVED NYSCEF: 09/13/2019RECEIVED NYSCEF: 09/17/2019
`
`Certificate
`
`of Conformity
`
`The
`
`undersigned
`
`does
`
`hereby
`
`certify
`
`I am an attorney
`
`at
`
`law duly
`
`admitted
`
`to practice
`
`in the
`
`States
`
`of New York
`
`and New Jersey
`
`and
`
`I am a resident
`
`of
`
`the State
`
`of New Jersey.
`
`I make
`
`this
`
`certificate
`
`to acknowledge
`
`that
`
`the
`
`annexed
`
`affidavit
`
`was
`
`taken
`
`and
`
`acknowledged
`
`before
`
`a Notary
`
`Public
`
`in the State
`
`of New Jersey
`
`and
`
`based
`
`upon my review
`
`thereof,
`
`conforms
`
`with
`
`the
`
`Laws
`
`of
`
`the State
`
`of New Jersey
`
`as to the
`
`purpose
`
`for which
`
`it
`
`is submitted
`
`and
`
`filed
`
`and
`
`is in all
`
`respects
`
`valid
`
`a