EFTA00611219

154 — Compact of tato for Now York offko. commercial and mulel-funkly imattallal promos. 7.06 Ontibuled be Itiobli*cekte.Inc Pubkhei MC 10013 www blumbsrg corn CONTRACT a WE—OfVICE COMMERCIAL AND MULTI.TAAM. Y RUDY/741AL PREMISES a1001 This ken was onpaally wpm/ by the Commieco Rai hornyof*. Aso:gown &the Bar of the C ay of New York Contract of Sale —Office. Commercial and Multi-Family Residential Premises Table of Contents Section 1. Sale of Premises and Acceptable Title 1 Section 10. Seller's Closing Obligations 5 Section 2. Purchase Price, Acceptable Funds, Section 11. Purchaser's Closing Obligations 5 Existing Mortgages, Purchase Money Section 12. Apportionments 5 Mortgage, Escrow of Downpayment Section 13. Objections to Title. Failure of and Foreign Persons 1 Seller or Purchaser to Perform Section 3. The Closing 2 and Vendee's Lien 6 Section 4. Representations and Warranties Section 14. Broker 6 of Seller 2 Section 15. Notices 6 Section 5. Acknowledgments, Representations Section 16. Limitations on Survival of and Warranties of Purchaser 3 Representations, Warranties, Section 6. Seller's Obligations as to Leases 4 Covenants and other Obligations 6 Section 7. Responsibility for Violations 4 Section 17. Due Diligence Period 6 Section 8. Destruction. Damage or Condemnation 4 Section 18. Miscellaneous Provisions 7 Section 9. Covenants of Seller 4 CONTRACT dated Apr i 1 11, 2013 between 484 Greenwich Street, Inc. 484 Greenwich Street New York, New York 10013 ("Seller") and ("Purchaser"). Premises: Street Address: 484 Greenwich Street City or Town: New York County New York State of New York Seller and Purchaser hereby covenant and agree as follows: Section 1. Sale of Premises and Acceptable Title §1.01. Seller shall sell to Purchaser, and Purchaser shall pur- Res:*** g en Pon.k.kenr fnr chase from Seller, at the price and upon the terms and conditions set forth in this contract: (a) the parcel of land more particularly seeps ehni --eh --. capinr-. by P"-'hp. -ec-hati•ntional under it described in Schedule A attached hereto ("Land"); (b) all buildings er delayed. ueli reeeflrw hall ti dnmeil and improvements situated on the Land (collectively, "Building"): to hove teen givcn. (c) all right. title and interest of Seller, if any, in and to the land lying in the bed of any street or highway in front of or adjoining the Land to the center line thereof and to any unpaid award for any Section 2. Purchase Price, Acceptable Fonds, Existing taking by condemnation or any damage to the Land by reason of a Mortgages, Purchase Money Mortgage. Escrow change of grade of any street or highway;(d) the appurtenances and of Downpayment and Foreign Persons all the estate and rights of Seller in and to the Land and Building; §2.01. The purchase price ("Purchase Prior") to be paid by and (e) all right, title and interest of Seller, if any, in and to the Purchaser to Seller for the Premises as provided in Schedule C fixtures, equipment and other personal property attached or appur- attached hereto is S 11, 000, 000 . 00 tenant to the Building (collectively. "Premises"). For purposes of this contract, "appurtenances" shall include all right, title and inter- est of Seller in and to (i) the leases for space in the Building, and all guarantees thereof, as shown on Schedule E attached hereto and §2.02. All monies payable under this contract, unless other- any leases entered into by Seller between the date of this contract wise specified in this contract, shall be paid by (a) certified checks and the Closing (as hereinafter defined): (ii) the Service Contracts of Purchaser or any person making a purchase money loan to (as hereinafter defined); (iii) plans, specifications, architectural and Purchaser drawn on any bank or trust company having a banking engineering drawings. prints, surveys, soil and substrata studies office in the City of New York and which is a member of the New relating to the Land and the Building in Seller's possession: (iv) all York Clearing House Association or (b) official bank checks drawn operating manuals and books, data and records regarding the Land by any such banking institution, payable to the order of Seller, and the Building and its component systems in Seller's possession: except that uncertified checks of Purchaser payable to the order of (v) all licenses, permits, certificates ofoccupancy and other approv- Seller up to the amount of one-half of one percent of the Purchase als issued by any state, federal or local authority relating to the Price shall be acceptable for sums payable to Seller at the Closing. use, maintenance or operation of the Land and the Building to the or (e) with respect to the portion of the Purchase Price payable at extent that they may be transferred or assigned: (vi) all warranties the Closing, at Seller's election, by wire transfer of immediately or guaranties. if any, applicable to the Building, to the extent such available federal funds to an account designated by Seller not less warranties or guaranties are assignable: • (";;) "" than three business days prior to the Closing. §2.03. 44).1 0"•1 •"b- The Premises are located at or known as by Purchaser subject to one or more existing mortgages (c lively, "Existing Mortgage(s)"). the amounts specified in edule 484 Greenwich Street, New York, NY C with reference thereto may be approximate. If at t osing the Block 595, Lot 84 aggregate principal amount of the Existing M • Q. as reduced by payments required thereunder prior to the ng, is less than the aggregate amount of the Existing Mo e(s) as specified in Schedule C, the difference shall be ad o the monies payable at §1.02. Seller shall convey and Purchaser shall accept fee the Closing, unless otherwise cxpr provided herein. simple title to the Premises in accordance with the terms of this (b) If any of the meats constituting the Existing contract. subject only to: (a) the matters set forth in Schedule B Mortgage(s) or the note(s) ed thereby prohibits or restricts the attached hereto (collectively, "Permitted Exceptions"); and (b) such conveyance of the Pre ' a or any part thereof without the prior other matters as (i) the title insurer specified in Schedule D attached consent of the hol or holders thereof ("Mortgagee(s)") or con- hereto (or if none is so specified. then any title insurer licensed to do fers upon the gagee(s) the right to accelerate payment of the business by the State of New Yost) shall be willing, without special indebtednes • to change the terms of the Existing Mortgage(s) premium. to omit as exceptions to coverage or to except with insur- in the c t that a conveyance is made without consent of the ance against collection out of or enforcement against the Premises M gee(s). Seller shall notify such Mortgagee(s) of the pro- EFTA00611219 41$11244-Sbaa.baaocaptaLby-aay-loadarAssaibed4re-Sectiatait conveyance to Purchaser within 10 days after execution and §2.05. (a) If the sum paid under paragraph (a) of Schedule C thereto. Seller and Purchaser shall famish the Mortgagcrts) or any other sums paid on account of the Purchase Price prior to the such information as may reasonably be required in connecti • with Closing (collectively. "Downpayment") are paid by check or checks such request and shall otherwise cooperate with such gagee(s) drawn to the order of and delivered to Seller's attorney or another and with each other in an effort expeditiously to p re such con- escrow agent ("Escrowed. the Escrowee shall hold the proceeds sent. but neither shall be obligated to make any • ent to obtain thereof in escrow in a special bank account (or as otherwise agreed such consent. If such Mortgagecis) shall fail fuse to grant such in writing by Seller, Purchaser and Escrowee) until the Closing or consent in writing on or before the date . orth in Schedule D or sooner termination of this contract and shall pay over or apply such shall require as a condition of the g of such consent (i) that proceeds in accordance with the terms of this section. Escrowee additional consideration be paid • Mortgagerts) and neither need not hold such proceeds in an interest-bearing account, but if Seller nor Purchaser is willing ay such additional consideration any interest is earned thereon, such interest shall be paid to the same or (ii) that the terms of the xisting Mortgagt(s) be changed and party entitled to the escrowed proceeds. and the party receiving Purchaser is unwilling t ept such change, then unless Seller and such interest shall pay any income taxes thereon. The tax identifi- Purchaser mutually to extend such date or otherwise modify cation numbers of the parties are either set forth in Schedule D or the terms of this ontract. Purchaser may terminate this contract shall be furnished to Escrowee upon request. At the Closing, such in the man •rovidal in §13.02. If Schedule C provides for a proceeds and the interest thereon. ifany, shall be paid by Escrowce Purchase ey Mortgage (as defined in §2.04), Seller may also to Seller. If for any reason the Closing does not occur and either rennin this contract in the manner provided in §13.02 if any of the party makes a written demand upon Escrowee for payment of such fo • ing circumstances occur or if Seller is unwilling to accept any amount. Escrowee shall give written notice to the other party of eh change in the terms of the Existing Mortgage(s). such demand. If Escrowee does not receive a written objection from the other party to the proposed payment within 10 business days §2.04. after the giving of such notice. Escrowee is hereby authorized to of the Purchase Price by execution and delivery to Seller of make such payment. If Escrowee does receive such written objec- note secured by a purchase money mortgage ("Purchase Mont tion within such 10 day period or if for any other reason Escrowee Mortgage), such note and Purchase Money Mortgage shall in good faith shall elect not to make such payment. Escrowce shall drawn by the attorney for the Seller on the most recent forms of continue to hold such amount until otherwise directed by written New York Board of Title Underwriters (or its successor) for n • es instructions from the Estes to this contract or a final judgment and for mortgages of like lien, as modified by this contract. A the of a court. However. Escrowee shall have the right at any time to Closing. Purchaser shall pay the mortgage recording tax and re ord- deposit the escrowed proceeds and interest thereon, if any, with ing fees therefor and the filing fees for any financing slat• ents the clerk of the Supreme Court of the county in which the Land is delivered in connection therewith. located. Escrowee shall give written notice of such deposit to Seller (b) If Schedule C provides for the accep of title and Purchaser. Upon such deposit Escrowee shall be relieved and by Purchaser subject to Existing Mortgage(s) prior in li to the discharged of all further obligations and responsibilities hereunder. Purchase Money Mortgage. the Purchase Money Mort ge shall (b) The parties acknowledge that Escrowee is acting provide that it is subject and subordinate to the li s) of the solely as a stakeholder at their request and for their convenience. Existing Mortgage(s) and shall be subject and subordi to to any that Escrowee shall not be deemed to be the agent of either of the extensions, modifications, renewals, consolidations, sum iitutions or parties, and that Escrowee shall not be liable to either of the parties replacements thereof (collectively. "Refinancing" or 'Refinanced for any act or omission on its part unless taken or suffered in bad Mortgage"), provided that (i) the rate of interest able under a faith. in willful disregard of this contract or involving gross negli- Refinanced Mortgage shall not be greater than t specified in gence. Seller and Purchaser shall jointly and severally indemnify Schedule f) as the Maximum Interest Rate or, i no Maximum and hold Escrowee harmless from and against all costs. claims and Interest Rate is specified in Schedule D. shall no be greater than expenses. including reasonable attorneys' fees, incurred in connec- the rate of interest that was payable on the refine indebtedness tion with the performance of Escrowee's duties hereunder, except immediately prior to such Refinancing, and (i if the principal with respect to actions or omissions taken or suffered by Eserowee amount of the Refinanced Mortgage plus the • incipal amount of in bad faith, in willful disregard of this contract or involving gross other Existing Mortgage(s), if any, remaining fter placement of a negligence on the pan of Escrowee. Refinanced Mortgage exceeds the amount of incipal owing and (c) Escrowee has acknowledged agreement to these unpaid on all mortgages on the Premises su, rior to the Purchase provisions by signing in the place indicated on the signature page Money Mortgage immediately prior to the financing, an amount of this contract. equal to the excess shall be paid at the clo tang of the Refinancing (d) If Escrowee is Seller's attorney. Escrowee or any to the holder of the Purchase Money •rtgage in reduction of member of its firm shall be permitted to act as counsel for Seller principal payments due thereunder in i one order of maturity. in any dispute as to the disbursement of the Downpayment or any The Purchase Money Mortgage shall fu er provide that the holder other dispute between the parties whether or not Escrowee is in pos- thereof shall, on demand and withou charge therefor. execute. session of the Downpayment and continues to act as Escrowee. acknowledge and deliver any agreeme • or agreements reasonably (e) Escrowee may act or refrain from acting in respect required by the mortgagor to confirm ch subordination. of any matter referred to in this §2.05 in MI reliance upon and (c) The Purchase Mon Mortgage shall contain the with the advice of counsel which may be selected by it (including following additional provisions: any member of its firm) and shall be fully protected in so acting or (i) "The mortgagor or any owner of the mortgaged refraining from action upon the advice of such counsel. premises shall have the right to • y the entire unpaid indebted- ness together with accrued interns but without penalty, at any time §2.06. In the event that Seller is a "foreign person". as defined on or after [insert the day followi g the last day of the fiscal year of in Internal Revenue Code Section 1445 and regulations issued the mortgagee in which the C g occurs or. if a Prepayment Date thereunder (collectively, the "Code Withholding Section"). or in is specified in Schedule D. the . • cified Prepayment Date]. on not the event that Seller fails to deliver the certification of non-foreign less than 10 days' written noti to the holder hereof." status required under §10.12(e). or in the event that Purchaser is not (ii) "Notwiths •ing anything to the contrary con- entitled under the Code Withholding Section to rely on such certifi- tained herein, the obligati • of the mortgagor for the payment of cation, Purchaser shall deduct and withhold from the Purchase Price the indebtedness and fort performance of the terms, covenants a sum equal to ten percent (10%) thereof and shall at Closing remit and conditions contained rein and in the note secured hereby is the withheld amount with Forms 8288 and 8288A or any successors limited solely to recourse gainst the property secured by this mort- thereto) to the Internal Revenue Service; and if the cash balance of gage, and in no event s II the mortgagor or any principal of the the Purchase Price payable to Seller at the Closing after deduction mortgagor, disclosed or mdisclosed, be personally liable for any of net adjustments, apportionments and credits (if any) to be made breach of or default u r the note or this mortgage or for any defi- or allowed in favor of Seller at the Closing as herein provided is less ciency resulting from through any proceedings to foreclose this than ten percent (10%) of the Purchase Price. Purchaser shall have mortgage. nor shall a y deficiency judgment, money judgment or the right to terminate this contract, in which event Seller shall refund other pert.onalju be sought Of entered against the mortgagor the Downpayment to Purchaser and shall reimburse Purchaser for or any principal o t e mortgagor, disclosed or undisclosed, but the title examination and survey costs as if this contract were terminated foregoing shall not dversely affect the lien of this mortgage or the pursuant to *13.02. The nght of termination provided for in this mortgagee's right f foreclosure." §2.06 shall be in addition to and not in limitation of any other rights (iii) n addition to performing its obligations under or remedies available to Purchaser under applicable law. applicable law. mortgagee, if other than one of the institutions listed in Sarno 274-a, agrees thnt, within IC days after written Section 3. The Closing request by the • ortgagor, but not more than twice during any period of 12 consecu ve months• it will execute, acknowledge and deliver §3.01. Except as otherwise provided in this contract, the without cha a certificate of reduction in recordable form (a) closing of title pursuant to this contract ("Closing") shall take place certifying is (1) the then unpaid principal balance of the indebt- on the scheduled date and time of closing specified in Schedule D edness sec • hereby. (2) the maturity date thereof. (3) the rate of (the actual date of the Closing being herein referred to as "Closing interest. (4 the last date to which interest has been paid and (5) the Date") at the place specified in Schedule D. amount o any escrow deposits then held by the mortgagee. and (b) stating. the knowledge of the mortgagee, whether there are any a Section 4. Representations and Warranties of Seller alleged • faults hereunder and, if so. specifying the nature thereof? Seller represents and warrants to Purchaser as follows: (iv) "All notices required or desired to be given under §4.01. Unless otherwise provided in this contract. Seller is this rtgage shall be in writing and shall be delivered personally the sole owner of the Premises. or II be sent by prepaid registered or certified mail, addressed to l mortgagor and mortgagee at the addresses specified in this §4.02. If the Premises arc encumbered by an Existing mo gage or to such other parties or at such other addresses, not Mortgage(s), no written notice has been received from the ex • ceding two, as may be designated in a notice given to the other Mortgagees) asserting that a default or breach exists thereunder or parties in accordance with the provisions hereof" which remains uncured and no such notice shall have been received (v) The additional provisions, if any. specified in a and remain uncured on the Closing Date. If copies of docu- der hereto. ments constituting the Existing Mortgage(s) and note(s) secured EFTA00611220 thereby have been exhibited to and initialed by Purchaser or its representative. such copies are true copies of the originals and the has been exhibited to and initialed by Purchaser or its representa- Existing Mortgage(s) and note(s) secured thereby have not been tive. such copy is a true copy of the original and such certificate has modified or amended except as shown in such documents. not been amended, but Seller makes no representation as to compli- §4.03. The information concerning written leases (which ance with any such certificate. together with all amendments and modifications thereof are col- lectively referred to as "Leases") and any tenancies in the Premises §4.10. The assessed valuation and real estate taxes set forth not arising out of the Leases (collectively. "Tenancies") set forth in Schedule O, if any. are the assessed valuation of the Premises in Schedule E attached hereto ("Rent Schedule") is accurate as of and the taxes paid or payable with respect thereto for the fiscal the date set forth therein or, if no date is set forth therein, as of the year indicated in such schedule. Except as otherwise set forth in date hereof, and there arc no Leases or Tenancies of any space in Schedule D. there are no tax abatements or exemptions affecting the the Premises other than those set forth therein and any subleases or Premises. subtenancies. Except as otherwise set forth in the Rent Schedule or elsewhere in this contract: §4.I I. Except as otherwise set forth in n schedule attached (a) all of the Leases arc in full force and effect and hereto, if any, if the Premises are used for residential purposes. none of them has been modified, amended or extended: each apartment contains a range and a refrigerator, and all of the (b) no renewal or extension option or options for addi- ranges and refrigerators and all of the items of personal property tional space have been granted to tenants; (or replacements thereof) listed in such schedule, if any, are and on (c) no tenant has an option to purchase the Premises the Closing Date will be owned by Seller free of liens and encum- or a right of first refusal or first offer with respect to a sale of the brances other than the heals) of the Existing Mortgage(s), if any. Premises: (d) the rents set forth are being collected on a current §4.12. Seller has no actual knowledge that any incinerator. basis and there are no antarages in excess of one month; boiler or other homing equipment on the Premises is being operated (e) no tenant is entitled to rental concessions or abate- in violation of applicable law. If copies of a certificate or certifi- ments for any period subsequent to the scheduled date of closing: cates of operation therefor have been exhibited to and initialed by (n Seller has not sent written notice to any tenant Purchaser or its representative. such copies arc true copies of the claiming that such tenant is in default, which default remains originals uncured: (g) no action or proceeding instituted against Seller by any tenant of the Premises is presently pending in any court, except §4.I3. Except as otherwise set forth in Schedule D, Seller with respect to claims involving personal injury or properly damage has no actual knowledge of any assessment payable in annual which are covered by insurance; installments, or any part thereof, which has become a lien on the (h) there are no security deposits other than those set Premises. forth in the Rent Schedule: (i) true and complete copies of the Leases have been §4.I4. Seller is not a "foreign person" as defined in the Code delivered to Purchaser or its counsel and initialed by representatives Withholding Section. of Purchaser and Seller: 0) the tenants under the Leases are in actual possession of the space demised; §4.15. Sensitise New York Corp. (k) Seller has performed all of the landlord's obliga- that has been duly organized and is validly and presently existing in tions under the Leases and no notice of any default of the landlord good standing under the laws of the state of its formation. under the Leases has been given or to the knowledge of Seller is pending; §4.16. Seller has taken all necessary action to authorize the (I) to the best of Seller's knowledge, no action or execution, delivery and performance of this contract and has the proceeding, voluntary or involuntary, is pending against any tenant power and authority to execute. deliver and perform this contract under any bankruptcy or insolvency act: and and consummate the transaction contemplated hereby. Assuming (n) no leasing commissions are due or owing with due authorization, execution and delivery by each other party here- respect to any of the Leases. to, this contract and all obligations of Seller hereunder are the legal. valid and binding obligations of Seller. enforceable in accordance If any Leases which have been exhibited to and initialed by with the terms of this contract, except as such enforcement may be Purchaser or its representative contain provisions that arc incon- limited by bankruptcy, insolvency, reorganization or other similar sistent with the foregoing representations and warranties, such laws affecting the enforcement of creditors' rights generally and by representations and warranties shall be deemed modified to the general principles of equity (regardless of whether such enforce- extent necessary to eliminate such inconsistency and to conform ability is considered in a proceeding in equity or at law). such representations and warranties to the provisions of the Leases. §4.17. The execution and delivery of this contract and the §4.04. If the Premises or any part thereof are subject to the performance of its obligations hereunder by Seller will not conflict New York City Rent Stabilization Law. Seller is and on the Closing with any provision ofany law or regulation to which Seller is subject Date will be a member in good standing of the Real Estate Industry or any agreement or instrument to which Seller is a party or by which Stabilization Association, and, except as otherwise forth in the Rent it is bound or any order or decree applicable to Seller or result in the Schedule, there are no proceedings with any tenant presently pend- creation or imposition of any lien on any of Seller's assets or prop- ing before the Conciliation and Appeals Board or the New York erty which would materially and adversely affect the ability of Seller State Division of Housing and Community Renewal in which a to carry out the terms of this contract. Seller has obtained any con tenant has alleged an overcharge of rent or diminution of services sent. approval. authorization or order of any court or governmental or similar grievance, and there are no outstanding orders of the agency or body required for the execution. delivery or performance Conciliation and Appeals Board or the New York State Division by Seller of this contract. of Housing and Community Renewal that have not been complied with by Seller. §4.I8. There are no pending proceedings or appeals to cor- rect or reduce the assessed valuation of the Premises. §4.05. If the Premises or any part thereof are subject to the New York City Emergency Rent and Rehabilitation Law, the rents For purposes of this Section, the phrase "to Seller's knowledge" shown are not in excess of the maximum collectible rents, and, shall mean the actual knowledge of Seller except as otherwise set forth in the Rent Schedule, no tenants are without any special investigation. entitled to abatements as senior citizens, there are no proceedings The representations and warranties made by Seller in this contract presently pending in which a tenant has alleged an overcharge of shall be deemed restated and shall be true and accurate on the rent or diminution of services or similar grievance, and there are no Closing Date. outstanding orders that have not been complied with by Seller. Section 5. Acknowledgments, Representations and 44.06. If an insurance schedule is attached hereto, such sched- Warranties of Purchaser ule lists all insurance policies presently affording coverage with Purchaser acknowledges that respect to the Premises. and the information contained therein is accu- §5.01. Purchaser has inspected the Premises, is fully familiar rate as of the date set forth therein or, if no date is set forth therein, as with the physical condition and state of repair thereof, and, sub- of the date hereof. ject to the provisions of §7.01. §8.01. and *9.04. shall accept the Premises "as is" and in their present condition, subject to reason §4.07. If a payroll schedule is attached hereto, such schedule able use, wear, tear and natural deterioration between now and the lists all employees presently employed at the Premises, and the Closing Date, without any reduction in the Purchase Price for any information contained therein is accurate as of the date set forth change in such condition by reason thereof subsequent to the date therein or. if no date is set forth therein, as of the date hereof, of this contract. and, except as otherwise set forth in such schedule, none of such employees is covered by a union contract and there are no retro- §5.02. Before entering into this contract. Purchaser has active increases or other accrued and unpaid sums owed to any made such examination of the Premises, the operation. income and employee. expenses thereof and all other matters affecting or relating to this transaction as Purchaser deemed necessary. In entering into this §4.08. If a schedule of service. maintenance, supply and contract. Purchaser has not been induced by and has not relied upon management contracts ("Service Contracts") is attached hereto. any representations, warranties or statements whether express or such schedule lists all such contracts affecting the Premises, and implied, made by Seller or any agent, employee or other representa- the information set forth therein is accurate as of the date set forth tive of Seller or by any broker or any other person representing or therein or. if no date is set forth therein, as of the date hereof. purporting to represent Seller, which are not expressly set forth in this contract. whether or not any such representations. warranties or EFTA00611221 §4.09. If a copy of a certificate of occupancy for the Premises statements were made in writing or orally. Purchaser represents and warrants to Seller that: of the GOL with respect to funds for which Seller was not liable. §5.03. The funds comprising the Purchase Price to be deliv- nnd (c) claims made pursuant to §7- I Oft of the GOL by tenants ered to Seller in accordance with this contract arc not derived from to whom Purchaser failed to give the written notice specified in any illegal activity. §7.108(c) of the GOL within thirty days after the Closing Date. The foregoing indemnity and agreement shall survive the Closing and §5.04. Purchaser has taken all necessary action to authorize shall be in lieu of any escrow permitted by §7-108(d) of the GOL. the execution, delivery and performance of this contract and has the and Purchaser hereby waives any right it may have to require any power and authority to execute, deliver and perform this contract such escrow. and the transaction contemplated hereby. Assuming due authoriza- tion. execution and delivery by each other party hereto, this contract Section 7. Responsibility for Violations and all obligations of Purchaser hereunder are the legal, valid and §7.01. Except as provided in §7.02 and §7.03. all notes or binding obligations of Purchaser, enforceable in accordance with notices of violations of law or governmental ordinances, orders or the terms of this contract, except as such enforcement may be lim- requirements which were noted or issued prior to the date of this ited by bankruptcy, insolvency, reorganization or other similar laws contract by any governmental department. agency or bureau hav- affecting the enforcement of creditors' rights generally and by gen- ing jurisdiction as to conditions affecting the Premises and all liens eral principles of equity (regardless of whether such enforceability which have attached to the Premises prior to the Closing pursuant is considered in a proceeding in equity or at law). to the Administrative Code of the City of New York. if applicable. shall be removed or complied with by Seller. If such removal or §5.05. The execution and delivery of' this contract and the compliance has not been completed prior to the Closing. Seller performance of its obligations hereunder by Purchaser will not con- shall pay to Purchaser at the Closing the reasonably estimated flict with any provision of any law or regulation to which Purchaser unpaid cost to effect or complete such removal or compliance, and is subject or any agreement or instrument to which Purchaser is Purchaser shall be required to accept title to the Premises subject a party or by which it is bound or any order or decree applicable thereto, except that Purchaser shall not be required to accept such to Purchaser or result in the creation or imposition of any lien on title and may terminate this contract as provided in §13.02 if (a) any of Purchaser's assets or property which would materially and Purchaser's Institutional Lender reasonably refuses to provide adversely affect the ability of Purchaser to carry out the terms of financing by reason thereof or (b) the Building is a multiple dwell- this contract. Purchaser has obtained any consent, approval, autho- ing and either (i) such violation is rent impairing and causes rent rization or order of any court or governmental agency or body to be unrecoverable under Section 302-a of the Multiple Dwelling required for the execution, delivery or performance by Purchaser of Law or (ii) a proceeding has been validly commenced by tenants this contract. and is pending with respect to such violation for a judgment direct- ing deposit and use of rents under Article 7-A of the Real Property Section 6. Seller's Obligations as to Leases Actions and Proceedings Law. All such notes or notices of viola- tions noted or issued on or after the date of this contract shall be the §6.01. Unless otherwise provided in a schedule attached to this contract, between the date of this contract and the Closing. sole responsibility of Purchaser. Seller shall not, without Purchaser's prior written consent, which consent shall not be unreasonably withheld: (a) amend, renew or §7.02. If the reasonably estimated aggregate cost to remove extend any Lase in any respect, unless required by law: (Is) grant a or comply with any violations or liens which Seller is required to written lease to any tenant occupying space pursuant to a Tenancy: remove or comply with pursuant to the provisions of §7.01 shall or (c) terminate any lease or Tenancy except by reason of a default exceed the Maximum Amount specified in Schedule D (or ifnone is by the tenant thereunder. so specified, the Maximum Amount shall be one-half ofone percent of the Purchase Price), Seller shall have the right to cancel this con- tract, in which event the sole liability of Seller shall be as set forth §6.02. Unless otherwise provided in a schedule attached to in §13.02, unless Purchaser elects to accept title to the Premises this contract, between the date of this contract and the Closing. subject to all such violations or liens in which event Purchaser shall Seller shall not permit occupancy of,or enter into any new lease for. he entitled to a credit of an amount equal to the Maximum Amount space in the Building which is presently vacant or which may here- after become vacant without first giving Purchaser written notice of against the monies payable at the Closing. the identity of the proposed tenant, together with (a) either a copy of the proposed lease or a summary of the tams thereof in reasonable §7.03. Regardless of whether a violation has been noted or detail and (b) a statement of the amount of the brokerage commis- issued prior to the date of this contract. Seller's failure to remove sion, if any, payable in connection therewith and the terms of pay- or fully comply with any violations which a tenant is required to ment thereof. If Purchaser objects to such proposed lease. Purchaser remove or comply with pursuant to the terms of its lease by reason shall so notify Seller within 4 business days after receipt of Seller's of such tenant's use or occupancy shall not be an objection to title. notice if such notice was personally delivered to Purchaser, or Purchaser shall accept the Premises subject to all such violations within 7 business days after the mailing of such notice by Seller without any liability of Seller with respect thereto or any abatement to Purchaser, in which case Seller shall not enter into the proposed of or credit against the Purchase Price, except that if Purchaser's lease. Unless otherwise provided in a schedule attached to this Institutional Lender reasonably refuses to provide financing by rea- contract. Purchaser shall pay to Seller at the Closing, in the man- son of a violation described above. Purchaser shall not be required ner specified in §2.02. the rent and additional rent that would have to accept the Premises subject thereto and Purchaser shall have the been payable under the proposed lease from the date on which the right to terminate this contract in the manner provided in §13.02. tenant's obligation to pay rent would have commenced if Purchaser had not so objected until the Closing Date, less the amount of the §7.04. If required. Seller, upon written request by Purchaser. brokerage commission specified in Seller's notice and the reason- shall promptly furnish to Purchaser written authorizations to make able cost of decoration or other wort required to be performed by any necessary searches for the purposes of determining whether the landlord under the terms of the proposed lease to suit the prem- notes or notices of violations have been noted or issued with respect ises to the tenant's occupancy ("Reletting Expenses"), prorated in to the Premises or liens have attached thereto. each case over the term of the proposed lease and apportioned as of the Closing Date. If Purchaser does not so notify Seller of its Section 8. Destruction, Damage or Condemnation objection. Seller shall have the right to enter into the proposed lease The provisions of Section 5-1311 of the General Obligations with the tenant identified in Seller's notice and Purchaser shall pay Law shall apply to the sale and purchase provided for in this contract. to Sella, in the manner specified in §2.02, the Reletting Expenses, prorated in each case over the tam of the lease and apportioned as Section 9. Covenants of Seller of the later of the Closing Date or the rent commencement date. Seller covenants that between the date of this contract and the Such payment shall be made by Purchaser to Seller at the Closing. Closing: In no event shall the amount so payable to Seller exceed the sums §9.01. The Existing Mortgage(s) shall not be amended or actually paid by Seller on account thereof. supplemented or prepaid in whole or in part. Seller shall pay or make, as and when due and payable. all payments of principal §6.03. If any space is vacant on the Closing Date, Purchaser and interest and all deposits required to be paid or made under the shall accept the Premises subject to such vacancy, provided that Existing Mortgage(s). the vacancy was not permitted or created by Seller in violation of any restrictions contained in this contract. Seller shall not grant any §9.02. Seller shall not modify or amend any Service Contract concessions or rent abatements for any period following the Closing or enter into any new service contract unless the same is terminable without Purchaser's prior written consent. Seller shall not apply all without penalty by the then owner of the Premises upon not more or any part of the security deposit of any tenant unless such tenant than 30 days' notice. has vacated the Premises. §6.04. Seller does not warrant that any particular Lease or §9.03. If an insurance schedule is attached hereto. Seller shall Tenancy will be in force or effect at the Closing or that the tenants maintain in full force and effect until the Closing the insurance poli- will have performed their obligations thereunder. The termination ciesdescribed in such schedule or renewals thereof for no more than of any Lease or Tenancy prior to the Closing by reason of the ten- one year of those expiring before the Closing. ant's default shall not affect the obligations of Purchaser under this contract in any manner or entitle Purchaser to an abatement of or §9.04. No fixtures, equipment or personal property included credit against the Purchase Price or give rise to any other claim on in this sale shall be removed from the Premises unless the same the part of Purchaser. are replaced with similar items of at least equal quality prior to the Closing. §6.05. Seller hereby indemnifies and agrees to defend Purchaser against any claims made pursuant to § 7-107 or §7-108 of §9.05. Seller shall not withdraw, settle or otherwise compro- the General Obligations Law (the "GOL") by tenants who resided mise any protest or reduction proceeding affecting real estate taxes in the Premises on or prior to the Closing Date other than (a)claims assessed against the Premises for any fiscal period in which the with respect to tenants' security deposit paid, credited or assigned to Purchaser pursuant to §10.03, (b) claims made pursuant to §7.107 EFTA00611222 Closing is to occur or any subsequent fiscal period without the prior §10.15. Notice(s) to the Mortgagee(s). executed by Seller or written consent of Purchaser, which consent shall not be unreason- by its agent, advising of the sale of the Premises to Purchaser and ably withheld. Real estate tax refunds and credits received after the directing that future bills and other correspondence should thereaf- Closing Date which are attributable to the fiscal tax year during ter be sent to Purchaser or as Purchaser may direct. which the Closing Date occurs shall be apportioned between Seller and Purchaser. after deducting the expenses of collection thereof. §10.16. If Seller is a corporation and if required by Section which obligation shall survive the Closing. 909 of the Business Corporation Law, a resolution of Seller's board of directors authorizing the sale and delivery of the deed and a §9.06. Seller shall allow Purchaser or Purchaser's repre- certificate executed by the secretary or assistant secretary of Seller sentatives access to the Premises, the Leases and other documents certifying as to the adoption of such resolution and setting forth required to be delivered under this contract upon reasonable prior facts showing that the transfer complies with the requirements of notice at reasonable times. such law. The deed referred to in §10.0 I shall also contain a recital sufficient to establish compliance with such law. Section 10. Seller's Closing Obligations At the Closing. Seller shall deliver the following to Purchaser: §10.17. Possession of the Premises in the condition required §10.01. A statutory form of bargain and sale deed without by this contract. subject to the Leases and Tenancies. and keys covenant against grantor's acts, containing the covenant required by therefor. Section 13 of the Lien Law, and properly executed in proper form for recording so as to convey the title required by this contract. §10.18. A blanket assignment, without recourse or representa- tion. ofall Seller's right, title and interest, if any. to all contractors'. §10.02. All Leases initialed by Purchaser and all others in suppliers'. materialmen's and builders' guarantees and wairanties Seller's possession. of workmanship and/or materials in force and effect with respect to the Premises on the Closing Date and a true and complete copy of ;10.03. A schedule ofall security deposits ( and. if the Premises each thereof. contains six or more family dwelling units, the most recent reports with respect thereto issued by each banking organization in which they are deposited pursuant to GOL §7-103) and a cheek or credit §10.19. Estoppel letters in the form attached hereto as to Purchaser in the amount of any cash security deposits, including Schedule F from the following tenants: any interest thereon, held by Seller on the Closing Date or. if held by an Institutional Lender, an assignment to Purchaser and written instructions to the holder of such deposits to transfer the same to Purchaser, and appropriate instruments of transfer or assignment with respect to any security deposits which are other than cash. §10.04. A schedule updating the Rent Schedule and setting *10.20. A certificate of Seller confirming that the warranties forth all arrears in rents and all prepayments of rents. and representations of Seller set forth in this contract are true and complete on and as of the Closing Date (the statements made in §10,05. All Service Contracts initialed by Purchaser and all such certificate shall be subject to the same limitations on survival others in Seller's possession which arc in effect on the Closing Date as arc applicable to Seller's representations and warranties under and which are assignable by Seller. §4). §10.06. An assignment to Purchaser. without recourse or war- §10.21. Any other documents required by this contract to be ranty. ofall of the interest of Seller in those Service Contracts, insur- delivered by Seller. ance policies. certificates. permits and other documents to be delivered to Purchaser at the Closing which are then in effect and are assignable Section 11. Purchaser's Closing Obligations by Seller. At the Closing. Purchaser shall: §11.01. Deliver to Seller checks or wire transfer of immedi- §10.07. (a) Written consents) of the Mortgagee(s). if required ately available federal funds to Seller, in payment of the portion of under §2.03(b). and (b) certificate(s) executed by the Mortgagee(s) the Purchase Price payable at the Closing, as adjusted for apportion- in proper form for recording and certifying (i) the amount of the ments under Section 12, plus.shanThOURLot-owaskwdopasitc.4Cany, unpaid principal balance thereof. (ii) the maturity date thereof. ossigned-pussuanuto-40.411, (iii) the interest rate. (iv) the last date to which interest has been paid thereon and (v) the amount of any escrow deposits held by §11.02. the Mortgagee(s). Seller shall pay the fees for recording such any, in proper form for recording, the note secu inane- certificate(s). Any Mortgagee which is an Insitutional Lender may ing statements covering personal mimes and equip- furnish a letter complying with Section 274-a of the Real Property ment included in this s ep acements thereof, all properly Law in lieu of such certificate. executed, i aser shall pay the mortgage recording tax and §10.08. -Awanignmansogall-Salies4.4ight...sirkwuid.intewsuris- ato.iie rot Posl en-re twos, iliraCO3 eren"iists nod who,- 411.03. Deliver to Seller an agreement indemnifying and asactuats.-if-aay,..than-lialst•Isy-tha-Moritgageak-ei- agreeing to defend Seller against any claims made by tenants with respect to tenants' security deposits to the extent paid, credited or §10.09. All original insurance policies with respect to which assigned to Purchaser under §10.03. premiums nrc to be apportioned or. if unobtainable. true copies or certificates thereof. §11.04. Cause the deed to be recorded. duly complete all required real property transfer tax returns and cause all such returns §10.10. To the extent they are then in Seller's possession and and checks in payment of such taxes to be delivered to the appropri- not posted at the Premises. certificates, licenses, permits. authoriza- ate officers promptly after the Closing. tions and approvals issued for or with respect to the Premises by governmental and quasi-governmental authorities having jurisdic- pi 1.05. Deliver to Seller an agreement assuming, all of land- tion. lord a obligations under the Leases from and after the Closing Date and indemnifying and agreeing to defend Seller against any claims §10.I I . Such affidavits as Purchaser's title company shall made by tenants with respect to any failure to perform such obliga- reasonably require in order to omit from its title insurance policy all tions. exceptions forjudgments. bankruptc ies or other ret urns against persons or entities whose names arc the same as or similar to Seller's name. §11.06. Deliver to Seller a certificate confirming that the war- ranties and representations of Purchaser set forth in this contract are §10.12. (a) Checks to the order of the appropriate officers true and complete as of the Closing Date. in payment of all applicable real property transfer taxes and cop- ies of any requited tax returns therefor executed by Seller, which §11.07. Deliver any other documents required by this contract checks shall be certified or official bank checks if required by the to be delivered by Purchaser. taxing authority, unless Seller elects to have Purchaser pay any of such taxes and credit Purchaser with the amount thereof, and (b) a Section 12. Apportionments certification of non-foreign status, in form required by the Code §12.01. The following apportionments shall be made between Withholding Section, signed under penalty of perjury. Seller under- the parties at the Closing as of the close of business on the day prior stands that such certification will be retained by Purchaser and will to the Closing Date: be made available to the Internal Revenue Service on request. (a) prepaid rents and Additional Rents (as defined in §12.03) and revenues, if any. from telephone booths, vending §10.13. To the extent they are then in Seller's possession, machines and other income-producing agreements: copies ofcurrent painting and payroll records. Seller shall make all (b)-iateren-on-tha-Cisieting-Mengagnolt other Building and tenant files and records available to Purchaser (c) real estate taxes, water charges and sewer rents. for copying, which obligation shall survive the Closing. if any. on the basis of the fiscal period for which assessed. except that if there is a water meter on the Premise. apportionment at the *10.14. An original letter, executed by Seller or by its agent, Closing shall be based on the last available reading. subject to advising the tenants of the sale of the Premises to Purchaser adjustment after the Closing when the next reading is available: and directing that rents and other payments thereafter be sent to (d) wages. vacation pay. pension and welfare benefits Purchaser or as Purchaser may direct. and other fringe benefits of all persons employed at the Premises. whose employment was not terminated at or prior to the Closing: EFTA00611223 (c) value of fuel stored on the Premises, at the price other liens and encumbrances which Seller is obligated to pay and then charged by Seller's supplier, including any taxes; discharge or which arc against corporations, estates or other persons (I) charges under transferable Service Contracts or in the chain of title. together with the cost ofrecording or filing any permitted renewals or replacements thereof: instruments necessary to discharge such liens and encumbrances of (g) permitted administrative charges. if any, on ten- record. may be paid out of the proceeds of the monies payable at the ants' security deposits: Closing if Seller delivers to Purchaser on the Closing Date official (h) dues to rent stabilization associations, if any; bills for such taxes, assessments, water charges, sewer rents, interest (i) insurance premiums on transferable insurance poli- and penalties and instruments in recordable form sufficient to dis- cies listed on a schedule hereto or permitted renewals thereof: charge any other liens and encumbrances of record. Upon request (j) Reletting Expenses under §6.02. if any: and made a reasonable time before the Closing, Purchaser shall provide (k) any other items listed in Schedule D. at the Closing separate checks for the foregoing payable to the order If the Closing shall occur before a new tax rate is fixed, the of the holder of any such lien, charge or encumbrance and other- apportionment of taxes at the Closing shall be upon the basis of the wise complying with §2.02. If Purchaser's title insurance company old tax rate for the preceding period applied to latest assessed valu- is willing to insure both Purchaser and Purchaser's Institutional ation. Promptly after the new tax rate is fixed, the apportionment Lender, if any. that such charges, liens and encumbrances will not of taxes shall be recomputed. Any discrepancy resulting from such be collected out of or enforced against the Premises, then, unless recomputation and any errors or omissions in computing apportion- Purchaser's Institutional Lender reasonably realms to accept such ments at Closing shall be promptly corrected, which obligations insurance in lieu of actual payment and discharge. Seller shall have shall survive the Closing. the right, in lieu of payment and discharge to deposit with the title insurance company. such funds or assurances or to pay such special §12.02. If any tenant is in arrears in the payment of rent on or additional premiums as the title insurance company may require the Closing Date, rents received from such tenant after the Closing in order to so insure. In such case the charges, liens and encum- shall be applied in the following order of priority: (a) first to the brances with respect to which the title insurance company has month preceding the month in which the Closing occurred; (b) then agreed so to insure shall not be considered objections to title. to the month in which the Closing occurred (c) then to any month or months following the month in which the Closing occurred; and (d) §13.04. If Purchaser shall default in the performance of its then to the period prior to the month preceding the month in which obligation under this contract to purchase the Premises, the sole the Closing occurred. If rents or any portion thereof received by remedy of Seller shall be to retain the Downpayrnent as liqui- Seller or Purchaser after the Closing are payable to the other party dated damages for all loss, damage and expense suffered by Seller. by reason of this allocation, the appropriate sum, less a proportion- including without limitation the loss of its bargain. ate share any reasonable attorneys fees, costs and expenses of collection thereof, shall be promptly paid to the other party. which §13.05. Purchaser shall have a vendee's lien against the obligation shall survive the Closing. Premises for the amount of the Downpayment, but such lien shall not continue after default by Purchaser under this contract. 412.03. If any tenants are required to pay percentage rent, escalation charges for real estate taxes. operating expenses, cost-of- Section 14. Broker living adjustments or other charges of a similar nature ("Additional §14.01. If a broker is specified in Schedule D. Seller and Rents") and any Additional Rents are collected by Purchaser after Purchaser mutually represent and warrant that such broker is the the Closing which arc attributable in whole or in part to any period only broker with whom they have dealt in connection with this prior to the Closing, then Purchaser shall promptly pay to Seller contract and that neither Seller nor Purchaser knows of any other Seller's proportionate share thereof. less a proportionate share of broker who has claimed or may have the right to claim a commis- any reasonable attorneys' fees. costs and expenses of collection sion in connection with this transaction, unless otherwise indicated thereof, if and when the tenant paying the same has made all pay- in Schedule D. The commission of such broker shall be paid pur- ments of rent and Additional Rent then due to Purchaser pursuant suant to separate agreement by the party specified in Schedule D. to the tenant's Lease, which obligation shall survive the Closing. If no broker is specified in Schedule D. the parties acknowledge If any tenant is or becomes entitled to a refund of overpayments of that this contract was brought about by direct negotiation between Additional Rent which are attributable in whole or in part to any Seller and Purchaser and that neither Seller nor Purchaser knows period prior to the Closing. Seller shall pay to Purchaser an amount of any broker entitled to a commission in connection with this equal to the amount of such refund attnbutable to any such period transaction. Unless otherwise provided in Schedule D. Seller and within ten days after notice from Purchaser, which obligation shall Purchaser shall indemnify and defend cach other against any costs. survive the Closing. claims or expenses, including attorneys' fees. arising out of the breach on their respective parts of any representations, warranties Section 13. Objections to Title, Failure of Seller or Purchaser or agreements contained in this paragraph. The representations and to Perform and Vendee's Lieu obligations under this paragraph shall survive the Closing or. if the 413.01. Purchaser shall promptly order an examination of title Closing does not occur. the termination of this contract. and shall cause a copy of the title report to be forwarded to Seller's attorney upon receipt. Seller shall be entitled to a reasonable Section 15. Notices adjournment or adjournments of the Closing for up to 60 days or §15.01. All notices under this contract shall be in writing and until the expiration date of any written commitment of Purchaser's shall be delivered personally or shall be sent by prepaid registered Institutional Lender delivered to Purchaser prior to the scheduled or certified mail, or by prepaid overnight courier with receipt date of Closing, whichever occurs first, to remove any defects in or acknowledged, addressed as set forth in Schedule D. or as Seller or objections to title noted in such title report and any other defects or Purchaser shall otherwise have given notice as herein provided. objections which may be disclosed on or prior to the Closing Date. Section 16. Limitations on Survival of Representations, Warranties, Covenants and other Obligations §13.02. If Seller shall be unable to convey title to the Premises §16.01. Except as otherwise provided in this contract, no rep- at the Closing in accordance with the provisions of this contract resentations, warranties, covenants or other obligations of Seller set or if Purchaser shall have any other grounds under this contract forth in this contract shall survive the Closing, and no action based for refusing to consummate the purchase provided for herein. thereon shall be commenced after the Closing. The representations. Purchaser, nevertheless, may elect to accept such title as Seller warranties, covenants and other obligations of Seller set forth in may be able to convey with a credit against the monies payable at §4.03, §6.01 and §6.02 shall survive until the Limitation Date speci- the Closing equal to the reasonably estimated cost to cure the same fied in Schedule D (or if none is so specified. the Limitation Date (up to the Maximum Expense described below), but without any shall be the date which is six months after the Closing Date), and no other credit or liability on the part of Seller. If Purchaser shall not action based thereon shall be commenced after the Limitation Date. so elect. Purchaser may terminate this contract and the sole liability of Seller shall be to refund the Downpayment to Purchaser and to reimburse Purchaser for the net cost of title examination, but not §16.02. The delivery of the deed by Seller, and the acceptance to exceed the net amount charged by Purchaser's title company thereof by Purchaser, shall be deemed the full performance and therefor without issuance of a policy, and the net cost of updating discharge of every obligation on the part of Seller to be performed the existing survey of the Premises or the net cost of a new survey hereunder, except those obligations of Seller which are expressly of the Premises if there was no existing survey or the existing stated in this contract to survive the Closing. survey was not capable of being updated and a new survey was required by Purchaser's Institutional Lender. Upon such refund SMil01147,DutDillewesiteried and reimbursement, this contract shall be null and void and the par- ties hereto shall be relieved of all further obligations and liability mcncing on the date hereof and ending at 5:00 . tem other than any arising wider Section 14. Seller shall not be required Standard Time on the 30th day following the date herco chaser to bring any action or proceeding or to incur any expense in excess shall have the right to have the Premises inspected du reasonable of the Maximum Expense specified in Schedule D (or if none is so hours after reasonable notice to Seller, and to o n the following specified, the Maximum Expense shall be one-half of one percent inspection reports with respect to the Prem. at Purchaser's sole of the Purchase Price) to cure any title defect or to enable Seller cost anal • : otherwise to comply with the provisions of this contract, but the (a) An inspection and port (the "Environmental foregoing shall not permit Seller to refuse to pay offat the Closing. Report") from a licensed environ tal inspection laboratory or a to the extent of the monies payable at the Closing, mortgages or licensed engineer (the "I Company") with respect to the other liens on the Premises which can be satisfied or discharged by presence or absence of h ous or toxic substances or conditions payment of a sum certain, other than Existing Mortgages, of which at the Premises inch g, without limitation, asbestos, polychlo- lIer has actual knowledge. rinated biphenyl& rolcum products and those ha rd sub- stances defin the Comprehensive Environmental Response. 413.03. Any unpaid taxes, assessments. water charges and Compensa , and Liability Act. 42 U.S.C. § 9601 ct seq. and all sewer rents, together with the interest and penalties thereon to a amend nts thereto, including, without limitation, the Superfund date not less than two days following the Closing Date. and any menu and Reauthorization Act. 42 U.S.C. § 9601 0 seq., the rules and regulations promulgated thereunder New York EFTA00611224 Section 18. Miscellaneous Provisions Conservation Law (ECL) 6 8-0101 z Kg.: and the New York S §18.01. If consent of the Existing Mortgagee(s) is required Water Pollution Control Act. ECL §§ 17-0101 et mi.. (colleen ly. under §2.03(b), Purchaser shall not assign this contract or its rights "Hazardous Substances") . on the Premises: and hereunder without the prior written consent of Seller. No permit- (b) An inspection and report (the "Engineering ted assignment of Purchaser's rights under this contract shall be from a licensed engineer and other appropriate proles:. s (col- effective against Seller unless and until an executed counterpart of lectively. the "Engineer") with li.bp-4.3 to the structural > i physical the instrument of assignment shall have been delivered to Seller condition of the Premises. all mechanical systems and ilitics ser- and Seller shall have been furnished with the name and address of' vicing the Premises, curtain walls, roofs, wells, septic drainage the assignee. The term "Purchaser" shall be deemed to include the systems, and compliance with the Americans with r mobilities Act assignee under any such effective assignment. (collectively. "Building Conditlore). *18.02. This contract embodies and constitutes the entire §17.02. Purchaser shall cause copies of e Environmental understanding between the panics with respect to the transaction Report and Engineering Report (collectivel the "Reports") to contemplated herein, and all prior agreements, understandings. be delivered to Seller prior to the expiratio of the Due Diligence representations and statements. oral or written. are merged into Period. Purchaser may elect to cancel s contract, by written this contract. Neither this contract nor any provision hereof may be notice (the "Termination Notice") to Sel r delivered on or before waived, modified. amended, discharged or terminated except by an the last day of the Due Diligence Pen ., if (i) the Environmental instrument signed by the party against whom the enforcement of Report states that there are Hazardous ubstancos on the Premises such waiver, modification, amendment, discharge or termination is or (ii) the Engineering Report stet that there are defects in the sought. and then only to the extent set forth in such instrument. Building Conditions (a "Defectiv Condition") and, in the best professional judgment of the Engi er. such Defective Condition(s) §18.03. This contract shall be governed by. and construed in will cost in excess of S to correct. accordance with, the law of the State of Ncw York. §17.03. During the Du. Diligence Period. Seller agrees to §l8.04. The captions in this contract are inserted for conve- cooperate in all reasonable spects with Purchaser and agrees to nience of reference only and in no way define. describe or limit the make available to Purchas and its agents all of the books, files and scope or intent of this contract or any of the provisions hereof. records relating to the ises which are in the possession or under the control of Seller. §18.05. This contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs or succes- §17.04. Pu r hereby indemnifies and agrees to defend and sors and permitted assigns. hold Seller harm from all loss. cost (including, without limitation. reasonable attcrn fees). claim or damage caused by the inspection of the Premises Purchaser, its agents. consultants or representatives. §18.06. This contract shall not be binding or effective until properly executed and delivered by Seller and Purchaser. §17.05. IME SHALL BE OF THE ESSENCE WITH §18.07. As used in this contract, the masculine shall include RESPE TO PURCHASER'S ACTIONS PURSUANT TO the feminine and neuter, the singular shall include the plural and the THIS S ION 17. In the event Purchaser shall (i) fail to have plural shall include the singular. as the context may require. the ises inspected prior to the expiration of the Due Diligence Pe (ii) fail to deliver a copy of the Reports to Seller poor to the piration of the Duo Diligence Period or (iii) fail to dive the §18.08. If the provisions of any schedule or rider to this con- Te ination Notice prior to the expiration of the Due Diligence tract arc inconsistent with the provisions of this contract, the provi- P . Purchaser shall be deemed to have waived the right to can- sions of such schedule or rider shall prevail. Set forth in Schedule this contract as provided in §17.02. is a list ofany and all schedules and riders which are attached hereto but which are not listed in the Table of Contents. 3Itt Witness Whereof, the parties hereto have executed this contract as of the date first above written. Seller. 484 QREENWICH STREET, INC. 484 Greenwich Street New York, New York 10013 Purchaser: Receipt by Escrowee The undersigned Escrowee hereby acknowledges receipt of $1, 100, 0 00 . 00 . by check subject to collection, to be held in escrow pursuant to §2.05. EFTA00611225 Schedule A Schedule]) DESCRIPTION OF PREMISES MISCELLANEOUS (to be attached separately and to include tax map designation) I. Title insurer designed by the parties (§1.02): Stewart Title Insurance Co. Kensington Vanguard, by Marc Israel, VP Schedule B PERMITTED EXCEPTIONS 2. Last date for consent by Existing Mortgagee(s) (§2.03(b)): N/A I. Zoning regulations and ordinances which are not violated by the existing structures or present use thereof and which do not render 3. Maximum Interest Rate of any Refinanced Mortgage title uninsurable. (*2.04(b)): N/A 2. Consents by the Seller or any former, OWTMT of die Premises for 4. Prepayment Date on or after which Purchase Money the erection of any structure or structures on. under or above any street Mortgage may be prepaid (§2.04(c)). or streets on which the Premises may abut. 3. The Existing Mortgagels) and financing statements. assign- N/A ments of leases and other collateral assignments ancillary thereto. 5. Seller's tax identification number (§2.05): 4. Leases and Tenancies specified in the Rent Schedule and any new leases or tenancies not prohibited by this contract. 5. Unpaid installments of assessments not due and payable on or 6. Purchaser's tax identification number (§2.05): before the Closing Date. 6. Financing statements, chattel mortgages and liens on personal- 7. Scheduled time and date of Closing (§3.0l): ty filed more than 5 years prior to the Closing Date and not renewed, or filed against property or equipment no longer located on the Premises June 11, 2013 at 10:00 or owned by Tenants. 8. Place of Closing (§3.01): 7. (a) Rights of utility companies to lay, maintain, install and repair pipes, lines, poles. conduits. cable boxes and related equipment Ferrante, PLLC on. over and under the Premises, provided that none of such rights 5 W.19th Street, 10th Floor, NY, NY imposes any monetary obligation on the owner of the Premises. (b) Encroachments of stoops, areas, cellar steps, trim cornices. 9. Assessed valuation of Premises (§4.10): lintels. window sills, awnings, canopies. ledges. fences. hedges. cop- ing and retaining walls projecting from the Premises over any street or Actual Assessment: See Attached highway or over any adjoining property and encroachments of similar Transition Assessment: See Attached elements projecting from adjoining property over the Premises. 10. Fiscal year and annual real estate taxes on Premises (c) Revocability or lack of right to maintain vaults, coal chutes. excavations or sub-sur e equipment beyond the line of the Premises. (64.10): See Attached (d) Any state of facts that an accurate survey would disclose, provided that such facts do not render title unmarketable. For the pur- poses of this connect, none of the facts shown on the survey, if any. identified below shall be deemed to render title unmarketable. and 11. Tax abatements or exemptions affecting Premises (§4.10): Purchaser shall accept title subject thereto: None known 12. Assessments on Premises (§4.13): None known Schedule C 13. Maximum Amount which Seller must spend to cure viola- PURCHASE PRICE tions, etc. (§7.02): $5, 000 . 00 14. Maximum Expense of Seller to cure title defects. etc. The Purchase Price shall be paid as follows: (§13.02). $25, 00 0.00 (a) By check subject to 15. Broker, if any (§14.01): collection. the receipt of Steve Gold / Douglas Elliman Real Estate which is hereby acknowledged by Seller 1,100,000.00 (b) By check or checks delivered 16. Party to pay broker's commission (§14.01): to Seller at the Closing in accordance with the provisions 17. Address for notices (§15.01): If to Seller. of §2.02: 9,900,000.00 (c) By acceptance of title subject 484 Greenwich Street to the following Existing New York, New York 10013 Mortgage(s): with a copy to Seller's anorney: Ferrante, PLLC 5 W. 19th Streeth 10th Fl., NY, NY 10011 If to Pitrchit<er: with a copy to Purchaser's attorney: (d) By execution and delivery to lit Limitation Date for actions based on Seller's surviving re Seller by Purchaser or its resentations and other obligations (§16.01): assignee of a note secured by 6 months after Closing Date a Purchase Money Mortgage 19. Additional Schedules or Riders (§17.08): on the Premises, payable Seller's Rider, attached hereto. as follows: Schedule E RENT SCHEDULE (to be attached separately) Schedule F FORM OF ESTOPPEL LETTER Purchase Price 11,000,000.00 (to be attached separately) EFTA00611226 SELLER'S RIDER TO CONTRACT OF SALE SELLER: 484 Greenwich Street, Inc. PURCHASER: PREMISES: 484 Greenwich Street, New York, New York DATE: April 11, 2013 1. AU defined terms used herein shall have the same meanings as set forth in the Contract, unless otherwise defined herein. 2. In addition to those representations set forth in the Contract, the Seller represents the following: (a) The Premises shall be delivered vacant, without any tenancies, licensees, or occupants in the Premises. There shall be no effective leases to be assigned or assumed by Purchaser. (b) To Seller's knowledge, there have not now nor ever have been any underground fuel storage takes at the Premises. (c) There are no service contracts or service agreements in place that are assignable to Purchaser or that cannot be terminated prior to the Closing Date. (d) The Seller does not employ anyone with respect to the operation, maintenance or repair of the Premises. 3. The Purchaser represents and agrees that this transaction is an all cash deal, and that no financing shall be permitted as a contingency to close. The Purchaser represents that his/its net worth, income and overall financial profile, or if Purchaser is a limited liability company or corporation, that the net worth and overall financial profile of its members or shareholders, is sufficient, liquid and in immediately available funds necessary to pay the Purchase Price on the Closing Date, and that there have been no bankruptcy proceedings, bankruptcy filings, judgments, tax liens, or other credit problems that shall prove an impediment to Purchaser's ability to close on the Closing Date. 4. The Purchaser represents and agrees that he/it has examined the Premises and that the Premises shall be accepted in its "as-is", "where-is" condition, except that Seller shall make all necessary and reasonable repairs to the existing passenger elevator in the Premises and restore it to operating condition. The Purchaser acknowledges that any insurance proceeds related to the repair of the passenger elevator shall not be assignable to Purchaser, and Purchaser further acknowledges that it shall allow reasonable access to the Premises after the Closing Date in the event Seller's insurance company requires inspection of the passenger elevator systems in furtherance of Seller's insurance claim. 5. All personal property, artwork, furnishings and fixtures (except for any household appliances such as refrigerators, stoves, and dishwashers) are not included or are part of this transaction and shall be removed by Seller prior to the Closing Date at its sole cost and expense. Any household appliances that shall remain in the Premises shall be delivered in "as is", "where is" condition without any duty or obligation of Seller to repair or replace on the Closing Date. 6. All representations and warranties of the parties set forth in the Contract shall be true and complete on and as of the Closing Date. 1 EFTA00611227 7. Acceptance of the deed by the Purchaser shall be deemed to be a MI performance and discharge of every agreement, representation, warranty, and obligation by the Seller to be performed hereunder except as otherwise specifically provided for in the Contract. 8. The Closing Date specified in the Contract shall be TIME OF THE ESSENCE as an against the Purchaser to close, notwithstanding Seller's obligation to remove any defects that may exist in any title report delivered by Purchaser pursuant to Section 13 of the Contract. 9. Neither party shall be permitted to assign the Contract without the other party's prior written approval. 10. In the event of any inconsistency between this Purchaser's Rider and any other provision of the Contract or Seller's Rider thereto, this Seller's Rider shall govern and control. 11. The Contract, together with this Seller's Rider, may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute a single Contract, and further that "PDF' signature copies of the signatures of the Parties shall be deemed to be originals. 12. It is understood that the Contract shall not be effective until said Contract has been countersigned by Seller and the deposit funds received and deposited in Escrowee's account. 13. The parties represent and warrant that the signatories to said Contract are fully empowered and authorized to execute this Contract, and to bind its respective party to the terms, conditions, and obligations to the Contract hereof. 14. Copies of all notices upon the Seller shall be copied upon the following person(s) pursuant to the same method of delivery as set forth in the Contract: Lorenzo V. DeLillo, Esq. Ferrante, PLLC 5 West 191h Street, 10th Floor New York, New York 10011 tel. (212) 308-4440 SELLER: PURCHASER: 484 Greenwich Street, Inc. By: '1 II, Title: 2 EFTA00611228 SCHEDULE A Description of Premises (See Attached) EFTA00611229 BEGINNING at a point on the westerly side of Greenwich Street at a point distant 59 feet 3 inches northerly form the corner formed by the intersection of the westerly side of Greenwich Street with the northerly side of Canal Street; RUNNING THENCE westerly along a lot of land formerly of John G. Rohr and now or formerly belonging to the Estate of Robert I. Brown. deceased, 29 feet; THENCE northerly 7 feet, more or less, to a point distant 31 feet northeasterly from Canal Street on a line drawn at right angles to Canal Street; THENCE northerly in a continuous straight line 30 feet, more or less to the northeasterly corner of land heretofore conveyed by Mary Murray to Robert I. Brown; RUNNING THENCE easterly at right angles to Greenwich Street, 48 feet more or less to Greenwich Street; RUNNING THENCE southerly along Greenwich Street, 30 feet to the point or place of BEGINNING. EFTA00611230 SCHEDULE B Permitted Exceptions (See Form Contract) EFTA00611231 SCHEDULE C Purchase Price (Sec Form Contract) EFTA00611232 SCHEDULE D Miscellaneous — Premises Real Estate Taxes (See Attached) EFTA00611233 NYCProperty - Account History Report http://webapps.nye.gov:8084/cics4704/f403001i1DET-=1-00595-0084- NYC:Property, stotemrntetirt sestet • ea L OVC.GOV Hone OLP Non001Home NYCPcoporlo Nome • t•;"' •:-..14#7014061&4≥1ires.1444lirs •V• • • 'StittI,E%, • Off; ,/, f Account History City of New York I Cr 9 Mk WON e.4 odes) DISCLAIMER lrlormatuu FM18999011 Profile Report Date 04/11/2013 Payments Thru: 04/02/2013 Borough: MANKATIAN Building Class: O9 Codes Block: 595 Tax Class: 4 Lot: 84 In Rem: Property Address: 484 GREENWICH STREET Exemption. Unused SCRIE credit: .00 Click here to to hack to the summery listing, IntereSI Ikstit/ Account Period Period End/ anion Trans Troe/I0 tern Type Account!) Begin Date Due Date In Date Date or Note Ind Liability Collection ELEV 05/25/2012 10/01/2012 05/25/2012 10/01/2012 06/26/2012 08/27/2012 001 0301208202802 C1 100.00 00 10/09/2012 11/30/2012 172 0931256295825 P1 .00 40 10/09/2012 10116/2012 202 0411250944189 P1 .00 100.00 10/09/2012 10/16/2012 202 0411250944189 It .40 .00 Period Balance: .00 PROP 07/01/2011 07/01/2011 12/31/2011 07/01/2011 Assessed Value: 401,601.00 10/0512010 08/10/2011 223 0931102127122 P1 .00 413.30 06/10/2011 08110/2011 001 0921197201136 Cl 20,708.54 .00 07/07/2011 07/07/2011 202 0491100318442 P1 .00 20,293.24 07/07/2011 07/07/2011 202 0491100318442 11 60.12 .00 06/26/2011 0826/2011 722 0931117237153 II 260 .00 10/01/2011 09/28/2011 202 0401150855488 P1 .00 82.72 Period Balance: .00 PROP 01/01/2012 01/01/2012 06/3012012 01/01/2012 Assessed Value: 401,601.00 06/102011 06/10/2011 001 0921197201137 Cl 20,706.54 .00 10/04/2011 10/05/2011 202 0491100474391 P1 .00 20.706.54 10/0412011 06/08/2012 224 0931239325257 PI .00 -642.56 11/18/2011 11/18/2011 876 0931123444225 C1 -642.56 .00 Period Balance: .00 PROP 07/01/2012 07/01/2012 12131/2012 07/01/2012 Assessed Value: 461,070.00 10/04/2011 06108/2012 223 0931239325258 P1 .00 842.58 06/08/2012 06/08/2012 001 0931234860504 C1 23,403.00 .00 07/12/2012 07/12/2012 202 0481200381277 P1 .00 22,885.12 07/12/2012 07/12/2012 202 0481200381277 11 123.78 .00 Period Balance: .00 PROP 01/01/2013 01/01/2013 06/3012013 01/01/2013 Assessed Value: 461,070.00 06/08/2012 06/08/2012 001 0931234860505 Cl 23,403.90 .00 11/30/2012 11/30/2012 677 0931253981214 Cl 627.04 00 01/15/2013 01/23/2013 202 0411350081723 P1 .00 24.137 81 01/15/2013 01/23/2013 202 0411350081723 I1 166.68 00 02/22/2013 02/22/2013 722 0931362697955 It 2.03 .00 04/02/2013 04/03/2013 202 0481300126467 P1 .00 61.87 04/02/2013 04/03/2013 202 0481300126467 It 03 00 Period Balance: .00 I of 2 4/11/2013 1:21 PM EFTA00611234 NYCProperty - Account History Report lutpillwebapps nyc.gov:8084kiesit704/f4030011?DET=1-00595-0084- iieprom 2005 n,e Cey el Naw This account history statement Is for Information pwposes oily. Please read the cijactairnig, Slitenenk I at IISe1cta 8-1. I ikeitizmi 2 of 2 4/11/2013 1:21 PM EFTA00611235 SCHEDULE E Rent Schedule (Not Applicable) EFTA00611236 SCHEDULE F Form of Estoppel Letter (Not Applicable) EFTA00611237