EFTA00611219.pdf

154 — Compact of tato for Now York offko. commercial and mulel-funkly imattallal promos. 7.06 CONTRACT a WE—Of VICE 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 Ontibuled be Itiobli*cekte.Inc Pubkhei MC 10013 www blumbsrg corn Contract of Sale —Office. Commercial and Multi-Family Residential Premises Table of Contents Section 1. Sale of Premises and Acceptable Title 1 Section 10. Section 2. Purchase Price, Acceptable Funds, Section 11. Existing Mortgages, Purchase Money Section 12. Mortgage, Escrow of Downpayment Section 13. and Foreign Persons 1 Section 3. The Closing 2 Section 4. Representations and Warranties of Seller 2 Section 5. Acknowledgments, Representations and Warranties of Purchaser 3 Section 6. Seller's Obligations as to Leases 4 Section 7. Responsibility for Violations 4 Section 8. Destruction. Damage or Condemnation 4 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 Premises: Street Address: 484 Greenwich Street City or Town: 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- chase from Seller, at the price and upon the terms and conditions set forth in this contract: (a) the parcel of land more particularly described in Schedule A attached hereto ("Land"); (b) all buildings and improvements situated on the Land (collectively, "Building"): (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 taking by condemnation or any damage to the Land by reason of a change of grade of any street or highway; (d) the appurtenances and all the estate and rights of Seller in and to the Land and Building; and (e) all right, title and interest of Seller, if any, in and to the fixtures, equipment and other personal property attached or appur- 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 any leases entered into by Seller between the date of this contract and the Closing (as hereinafter defined): (ii) the Service Contracts (as hereinafter defined); (iii) plans, specifications, architectural and engineering drawings. prints, surveys, soil and substrata studies relating to the Land and the Building in Seller's possession: (iv) all operating manuals and books, data and records regarding the Land and the Building and its component systems in Seller's possession: (v) all licenses, permits, certificates of occupancy and other approv- als issued by any state, federal or local authority relating to the use, maintenance or operation of the Land and the Building to the extent that they may be transferred or assigned: (vi) all warranties or guaranties. if any, applicable to the Building, to the extent such warranties or guaranties are assignable: • (";;) "" 0"•1 •"b- The Premises are located at or known as 484 Greenwich Street, New York, NY Block 595, Lot 84 §1.02. Seller shall convey and Purchaser shall accept fee simple title to the Premises in accordance with the terms of this contract. subject only to: (a) the matters set forth in Schedule B attached hereto (collectively, "Permitted Exceptions"); and (b) such other matters as (i) the title insurer specified in Schedule D attached hereto (or if none is so specified. then any title insurer licensed to do business by the State of New Yost) shall be willing, without special premium. to omit as exceptions to coverage or to except with insur- ance against collection out of or enforcement against the Premises 41$11244-Sbaa.baaocaptaLby-aay-loadarAssaibed4re-Sectiatait Seller's Closing Obligations 5 Purchaser's Closing Obligations 5 Apportionments 5 Objections to Title. Failure of Seller or Purchaser to Perform and Vendee's Lien 6 Section 14. Broker 6 Section 15. Notices 6 Section 16. Limitations on Survival of Representations, Warranties, Covenants and other Obligations 6 Section 17. Due Diligence Period 6 Section 18. Miscellaneous Provisions 7 County New York ("Seller") and ("Purchaser"). State of New York Res: *** g en Pon.k.kenr fnr seeps eh ni --eh --.capinr-. by P"-'hp. -ec-hati•ntional under it er delayed. ueli reeeflrw hall ti dnmeil to hove teen givcn. Section 2. Purchase Price, Acceptable Fonds, Existing Mortgages, Purchase Money Mortgage. Escrow of Downpayment and Foreign Persons §2.01. The purchase price ("Purchase Prior") to be paid by Purchaser to Seller for the Premises as provided in Schedule C attached hereto is S 11, 000, 000 . 00 §2.02. All monies payable under this contract, unless other- wise specified in this contract, shall be paid by (a) certified checks of Purchaser or any person making a purchase money loan to Purchaser drawn on any bank or trust company having a banking office in the City of New York and which is a member of the New York Clearing House Association or (b) official bank checks drawn by any such banking institution, payable to the order of Seller, except that uncertified checks of Purchaser payable to the order of Seller up to the amount of one-half of one percent of the Purchase Price shall be acceptable for sums payable to Seller at the Closing. or (e) with respect to the portion of the Purchase Price payable at the Closing, at Seller's election, by wire transfer of immediately available federal funds to an account designated by Seller not less than three business days prior to the Closing. §2.03. 44).1 by Purchaser subject to one or more existing mortgages (c lively, "Existing Mortgage(s)"). the amounts specified in edule C with reference thereto may be approximate. If at t osing the 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 the Closing, unless otherwise cxpr provided herein. (b) If any of the meats constituting the Existing Mortgage(s) or the note(s) ed thereby prohibits or restricts the conveyance of the Pre ' a or any part thereof without the prior consent of the hol or holders thereof ("Mortgagee(s)") or con- fers upon the gagee(s) the right to accelerate payment of the indebtednes • to change the terms of the Existing Mortgage(s) in the c t that a conveyance is made without consent of the M gee(s). Seller shall notify such Mortgagee(s) of the pro- conveyance to Purchaser within 10 days after execution and EFTA00611219 thereto. Seller and Purchaser shall famish the Mortgagcrts) such information as may reasonably be required in connecti • with such request and shall otherwise cooperate with such gagee(s) and with each other in an effort expeditiously to p re such con- sent. but neither shall be obligated to make any • ent to obtain such consent. If such Mortgagecis) shall fail fuse to grant such consent in writing on or before the date . orth in Schedule D or shall require as a condition of the g of such consent (i) that additional consideration be paid • Mortgagerts) and neither Seller nor Purchaser is willing ay such additional consideration or (ii) that the terms of the xisting Mortgagt(s) be changed and Purchaser is unwilling t ept such change, then unless Seller and Purchaser mutually to extend such date or otherwise modify the terms of this ontract. Purchaser may terminate this contract in the man •rovidal in §13.02. If Schedule C provides for a Purchase ey Mortgage (as defined in §2.04), Seller may also rennin this contract in the manner provided in §13.02 if any of the fo • ing circumstances occur or if Seller is unwilling to accept any eh change in the terms of the Existing Mortgage(s). §2.04. of the Purchase Price by execution and delivery to Seller of note secured by a purchase money mortgage ("Purchase Mont Mortgage), such note and Purchase Money Mortgage shall drawn by the attorney for the Seller on the most recent forms of New York Board of Title Underwriters (or its successor) for n • es and for mortgages of like lien, as modified by this contract. A the Closing. Purchaser shall pay the mortgage recording tax and re ord- ing fees therefor and the filing fees for any financing slat• ents delivered in connection therewith. (b) If Schedule C provides for the accep of title by Purchaser subject to Existing Mortgage(s) prior in li to the Purchase Money Mortgage. the Purchase Money Mort ge shall provide that it is subject and subordinate to the li s) of the Existing Mortgage(s) and shall be subject and subordi to to any extensions, modifications, renewals, consolidations, sum iitutions or replacements thereof (collectively. "Refinancing" or 'Refinanced Mortgage"), provided that (i) the rate of interest able under a Refinanced Mortgage shall not be greater than t specified in Schedule f) as the Maximum Interest Rate or, i no Maximum Interest Rate is specified in Schedule D. shall no be greater than the rate of interest that was payable on the refine indebtedness immediately prior to such Refinancing, and (i if the principal amount of the Refinanced Mortgage plus the • incipal amount of other Existing Mortgage(s), if any, remaining fter placement of a Refinanced Mortgage exceeds the amount of incipal owing and unpaid on all mortgages on the Premises su, rior to the Purchase Money Mortgage immediately prior to the financing, an amount equal to the excess shall be paid at the clo tang of the Refinancing to the holder of the Purchase Money •rtgage in reduction of principal payments due thereunder in i one order of maturity. The Purchase Money Mortgage shall fu er provide that the holder thereof shall, on demand and withou charge therefor. execute. acknowledge and deliver any agreeme • or agreements reasonably required by the mortgagor to confirm ch subordination. (c) The Purchase Mon Mortgage shall contain the following additional provisions: (i) "The mortgagor or any owner of the mortgaged premises shall have the right to • y the entire unpaid indebted- ness together with accrued interns but without penalty, at any time on or after [insert the day followi g the last day of the fiscal year of the mortgagee in which the C g occurs or. if a Prepayment Date is specified in Schedule D. the . • cified Prepayment Date]. on not less than 10 days' written noti to the holder hereof." (ii) "Notwiths •ing anything to the contrary con- tained herein, the obligati • of the mortgagor for the payment of the indebtedness and fort performance of the terms, covenants and conditions contained rein and in the note secured hereby is limited solely to recourse gainst the property secured by this mort- gage, and in no event s II the mortgagor or any principal of the mortgagor, disclosed or mdisclosed, be personally liable for any breach of or default u r the note or this mortgage or for any defi- ciency resulting from through any proceedings to foreclose this mortgage. nor shall a y deficiency judgment, money judgment or other pert.onalju be sought Of entered against the mortgagor or any principal o t e mortgagor, disclosed or undisclosed, but the foregoing shall not dversely affect the lien of this mortgage or the mortgagee's right f foreclosure." (iii) n addition to performing its obligations under applicable law. mortgagee, if other than one of the institutions listed in Sarno 274-a, agrees thnt, within IC days after written request by the • ortgagor, but not more than twice during any period of 12 consecu ve months• it will execute, acknowledge and deliver without cha a certificate of reduction in recordable form (a) certifying is (1) the then unpaid principal balance of the indebt- edness sec • hereby. (2) the maturity date thereof. (3) the rate of interest. (4 the last date to which interest has been paid and (5) the amount o any escrow deposits then held by the mortgagee. and (b) stating. the knowledge of the mortgagee, whether there are any a alleged • faults hereunder and, if so. specifying the nature thereof? (iv) "All notices required or desired to be given under this rtgage shall be in writing and shall be delivered personally or II be sent by prepaid registered or certified mail, addressed to l mortgagor and mortgagee at the addresses specified in this mo gage or to such other parties or at such other addresses, not ex • ceding two, as may be designated in a notice given to the other or parties in accordance with the provisions hereof" (v) The additional provisions, if any. specified in a der hereto. §2.05. (a) If the sum paid under paragraph (a) of Schedule C or any other sums paid on account of the Purchase Price prior to the Closing (collectively. "Downpayment") are paid by check or checks drawn to the order of and delivered to Seller's attorney or another escrow agent ("Escrowed. the Escrowee shall hold the proceeds thereof in escrow in a special bank account (or as otherwise agreed in writing by Seller, Purchaser and Escrowee) until the Closing or sooner termination of this contract and shall pay over or apply such proceeds in accordance with the terms of this section. Escrowee need not hold such proceeds in an interest-bearing account, but if any interest is earned thereon, such interest shall be paid to the same party entitled to the escrowed proceeds. and the party receiving such interest shall pay any income taxes thereon. The tax identifi- cation numbers of the parties are either set forth in Schedule D or shall be furnished to Escrowee upon request. At the Closing, such proceeds and the interest thereon. if any, shall be paid by Escrowce to Seller. If for any reason the Closing does not occur and either party makes a written demand upon Escrowee for payment of such amount. Escrowee shall give written notice to the other party of such demand. If Escrowee does not receive a written objection from the other party to the proposed payment within 10 business days after the giving of such notice. Escrowee is hereby authorized to make such payment. If Escrowee does receive such written objec- tion within such 10 day period or if for any other reason Escrowee in good faith shall elect not to make such payment. Escrowce shall continue to hold such amount until otherwise directed by written instructions from the Estes to this contract or a final judgment of a court. However. Escrowee shall have the right at any time to deposit the escrowed proceeds and interest thereon, if any, with the clerk of the Supreme Court of the county in which the Land is located. Escrowee shall give written notice of such deposit to Seller and Purchaser. Upon such deposit Escrowee shall be relieved and discharged of all further obligations and responsibilities hereunder. (b) The parties acknowledge that Escrowee is acting solely as a stakeholder at their request and for their convenience. that Escrowee shall not be deemed to be the agent of either of the parties, and that Escrowee shall not be liable to either of the parties for any act or omission on its part unless taken or suffered in bad faith. in willful disregard of this contract or involving gross negli- gence. Seller and Purchaser shall jointly and severally indemnify and hold Escrowee harmless from and against all costs. claims and expenses. including reasonable attorneys' fees, incurred in connec- tion with the performance of Escrowee's duties hereunder, except with respect to actions or omissions taken or suffered by Eserowee in bad faith, in willful disregard of this contract or involving gross negligence on the pan of Escrowee. (c) Escrowee has acknowledged agreement to these provisions by signing in the place indicated on the signature page of this contract. (d) If Escrowee is Seller's attorney. Escrowee or any member of its firm shall be permitted to act as counsel for Seller in any dispute as to the disbursement of the Downpayment or any other dispute between the parties whether or not Escrowee is in pos- session of the Downpayment and continues to act as Escrowee. (e) Escrowee may act or refrain from acting in respect of any matter referred to in this §2.05 in MI reliance upon and with the advice of counsel which may be selected by it (including any member of its firm) and shall be fully protected in so acting or refraining from action upon the advice of such counsel. §2.06. In the event that Seller is a "foreign person". as defined in Internal Revenue Code Section 1445 and regulations issued thereunder (collectively, the "Code Withholding Section"). or in the event that Seller fails to deliver the certification of non-foreign status required under §10.12(e). or in the event that Purchaser is not entitled under the Code Withholding Section to rely on such certifi- cation, Purchaser shall deduct and withhold from the Purchase Price a sum equal to ten percent (10%) thereof and shall at Closing remit the withheld amount with Forms 8288 and 8288A or any successors thereto) to the Internal Revenue Service; and if the cash balance of the Purchase Price payable to Seller at the Closing after deduction of net adjustments, apportionments and credits (if any) to be made or allowed in favor of Seller at the Closing as herein provided is less than ten percent (10%) of the Purchase Price. Purchaser shall have the right to terminate this contract, in which event Seller shall refund the Downpayment to Purchaser and shall reimburse Purchaser for title examination and survey costs as if this contract were terminated pursuant to *13.02. The nght of termination provided for in this §2.06 shall be in addition to and not in limitation of any other rights or remedies available to Purchaser under applicable law. Section 3. The Closing §3.01. Except as otherwise provided in this contract, the closing of title pursuant to this contract ("Closing") shall take place on the scheduled date and time of closing specified in Schedule D (the actual date of the Closing being herein referred to as "Closing Date") at the place specified in Schedule D. Section 4. Representations and Warranties of Seller Seller represents and warrants to Purchaser as follows: §4.01. Unless otherwise provided in this contract. Seller is the sole owner of the Premises. §4.02. If the Premises arc encumbered by an Existing Mortgage(s), no written notice has been received from the Mortgagees) asserting that a default or breach exists thereunder which remains uncured and no such notice shall have been received and remain uncured on the Closing Date. If copies of docu- ments constituting the Existing Mortgage(s) and note(s) secured thereby have been exhibited to and initialed by Purchaser or its EFTA00611220 representative. such copies are true copies of the originals and the Existing Mortgage(s) and note(s) secured thereby have not been modified or amended except as shown in such documents. §4.03. The information concerning written leases (which together with all amendments and modifications thereof are col- lectively referred to as "Leases") and any tenancies in the Premises not arising out of the Leases (collectively. "Tenancies") set forth in Schedule E attached hereto ("Rent Schedule") is accurate as of the date set forth therein or, if no date is set forth therein, as of the date hereof, and there arc no Leases or Tenancies of any space in the Premises other than those set forth therein and any subleases or subtenancies. Except as otherwise set forth in the Rent Schedule or elsewhere in this contract: (a) all of the Leases arc in full force and effect and none of them has been modified, amended or extended: (b) no renewal or extension option or options for addi- tional space have been granted to tenants; (c) no tenant has an option to purchase the Premises or a right of first refusal or first offer with respect to a sale of the Premises: (d) the rents set forth are being collected on a current basis and there are no antarages in excess of one month; (e) no tenant is entitled to rental concessions or abate- ments for any period subsequent to the scheduled date of closing: (n Seller has not sent written notice to any tenant claiming that such tenant is in default, which default remains uncured: (g) no action or proceeding instituted against Seller by any tenant of the Premises is presently pending in any court, except with respect to claims involving personal injury or properly damage which are covered by insurance; (h) there are no security deposits other than those set forth in the Rent Schedule: (i) true and complete copies of the Leases have been delivered to Purchaser or its counsel and initialed by representatives of Purchaser and Seller: 0) the tenants under the Leases are in actual possession of the space demised; (k) Seller has performed all of the landlord's obliga- tions under the Leases and no notice of any default of the landlord under the Leases has been given or to the knowledge of Seller is pending; (I) to the best of Seller's knowledge, no action or proceeding, voluntary or involuntary, is pending against any tenant under any bankruptcy or insolvency act: and (n) no leasing commissions are due or owing with respect to any of the Leases. If any Leases which have been exhibited to and initialed by Purchaser or its representative contain provisions that arc incon- sistent with the foregoing representations and warranties, such representations and warranties shall be deemed modified to the extent necessary to eliminate such inconsistency and to conform such representations and warranties to the provisions of the Leases. §4.04. If the Premises or any part thereof are subject to the New York City Rent Stabilization Law. Seller is and on the Closing Date will be a member in good standing of the Real Estate Industry Stabilization Association, and, except as otherwise forth in the Rent Schedule, there are no proceedings with any tenant presently pend- ing before the Conciliation and Appeals Board or the New York State Division of Housing and Community Renewal in which a tenant has alleged an overcharge of rent or diminution of services or similar grievance, and there are no outstanding orders of the Conciliation and Appeals Board or the New York State Division of Housing and Community Renewal that have not been complied with by Seller. §4.05. If the Premises or any part thereof are subject to the New York City Emergency Rent and Rehabilitation Law, the rents shown are not in excess of the maximum collectible rents, and, except as otherwise set forth in the Rent Schedule, no tenants are entitled to abatements as senior citizens, there are no proceedings presently pending in which a tenant has alleged an overcharge of rent or diminution of services or similar grievance, and there are no outstanding orders that have not been complied with by Seller. 44.06. If an insurance schedule is attached hereto, such sched- ule lists all insurance policies presently affording coverage with respect to the Premises. and the information contained therein is accu- rate as of the date set forth therein or, if no date is set forth therein, as of the date hereof. §4.07. If a payroll schedule is attached hereto, such schedule lists all employees presently employed at the Premises, and the information contained therein is accurate as of the date set forth therein or. if no date is set forth therein, as of the date hereof, and, except as otherwise set forth in such schedule, none of such employees is covered by a union contract and there are no retro- active increases or other accrued and unpaid sums owed to any employee. §4.08. If a schedule of service. maintenance, supply and management contracts ("Service Contracts") is attached hereto. such schedule lists all such contracts affecting the Premises, and the information set forth therein is accurate as of the date set forth therein or. if no date is set forth therein, as of the date hereof. §4.09. If a copy of a certificate of occupancy for the Premises has been exhibited to and initialed by Purchaser or its representa- tive. such copy is a true copy of the original and such certificate has not been amended, but Seller makes no representation as to compli- ance with any such certificate. §4.10. The assessed valuation and real estate taxes set forth in Schedule O, if any. are the assessed valuation of the Premises and the taxes paid or payable with respect thereto for the fiscal year indicated in such schedule. Except as otherwise set forth in Schedule D. there are no tax abatements or exemptions affecting the Premises. §4.I I. Except as otherwise set forth in n schedule attached hereto, if any, if the Premises are used for residential purposes. each apartment contains a range and a refrigerator, and all of the ranges and refrigerators and all of the items of personal property (or replacements thereof) listed in such schedule, if any, are and on the Closing Date will be owned by Seller free of liens and encum- brances other than the heals) of the Existing Mortgage(s), if any. §4.12. Seller has no actual knowledge that any incinerator. boiler or other homing equipment on the Premises is being operated in violation of applicable law. If copies of a certificate or certifi- cates of operation therefor have been exhibited to and initialed by Purchaser or its representative. such copies arc true copies of the originals §4.I3. Except as otherwise set forth in Schedule D, Seller has no actual knowledge of any assessment payable in annual installments, or any part thereof, which has become a lien on the Premises. §4.I4. Seller is not a "foreign person" as defined in the Code Withholding Section. §4.15. Sensitise New York Corp. that has been duly organized and is validly and presently existing in good standing under the laws of the state of its formation. §4.16. Seller has taken all necessary action to authorize the execution, delivery and performance of this contract and has the power and authority to execute. deliver and perform this contract and consummate the transaction contemplated hereby. Assuming due authorization, execution and delivery by each other party here- to, this contract and all obligations of Seller hereunder are the legal. valid and binding obligations of Seller. enforceable in accordance with the terms of this contract, except as such enforcement may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by general principles of equity (regardless of whether such enforce- ability is considered in a proceeding in equity or at law). §4.17. The execution and delivery of this contract and the performance of its obligations hereunder by Seller will not conflict with any provision of any law or regulation to which Seller is subject or any agreement or instrument to which Seller is a party or by which it is bound or any order or decree applicable to Seller or result in the creation or imposition of any lien on any of Seller's assets or prop- erty which would materially and adversely affect the ability of Seller to carry out the terms of this contract. Seller has obtained any con sent. approval. authorization or order of any court or governmental agency or body required for the execution. delivery or performance by Seller of this contract. §4.I8. There are no pending proceedings or appeals to cor- rect or reduce the assessed valuation of the Premises. For purposes of this Section, the phrase "to Seller's knowledge" shall mean the actual knowledge of Seller without any special investigation. The representations and warranties made by Seller in this contract shall be deemed restated and shall be true and accurate on the Closing Date. Section 5. Acknowledgments, Representations and Warranties of Purchaser Purchaser acknowledges that §5.01. Purchaser has inspected the Premises, is fully familiar with the physical condition and state of repair thereof, and, sub- 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 able use, wear, tear and natural deterioration between now and the Closing Date, without any reduction in the Purchase Price for any change in such condition by reason thereof subsequent to the date of this contract. §5.02. Before entering into this contract. Purchaser has made such examination of the Premises, the operation. income and expenses thereof and all other matters affecting or relating to this transaction as Purchaser deemed necessary. In entering into this contract. Purchaser has not been induced by and has not relied upon any representations, warranties or statements whether express or implied, made by Seller or any agent, employee or other representa- tive of Seller or by any broker or any other person representing or purporting to represent Seller, which are not expressly set forth in this contract. whether or not any such representations. warranties or statements were made in writing or orally. EFTA00611221 Purchaser represents and warrants to Seller that: §5.03. The funds comprising the Purchase Price to be deliv- ered to Seller in accordance with this contract arc not derived from any illegal activity. §5.04. Purchaser has taken all necessary action to authorize the execution, delivery and performance of this contract and has the power and authority to execute, deliver and perform this contract and the transaction contemplated hereby. Assuming due authoriza- tion. execution and delivery by each other party hereto, this contract and all obligations of Purchaser hereunder are the legal, valid and binding obligations of Purchaser, enforceable in accordance with the terms of this contract, except as such enforcement may be lim- ited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by gen- eral principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). §5.05. The execution and delivery of' this contract and the performance of its obligations hereunder by Purchaser will not con- flict with any provision of any law or regulation to which Purchaser is subject or any agreement or instrument to which Purchaser is a party or by which it is bound or any order or decree applicable to Purchaser or result in the creation or imposition of any lien on any of Purchaser's assets or property which would materially and adversely affect the ability of Purchaser to carry out the terms of this contract. Purchaser has obtained any consent, approval, autho- rization or order of any court or governmental agency or body required for the execution, delivery or performance by Purchaser of this contract. Section 6. Seller's Obligations as to Leases §6.01. Unless otherwise provided in a schedule attached to this contract, between the date of this contract and the Closing. Seller shall not, without Purchaser's prior written consent, which consent shall not be unreasonably withheld: (a) amend, renew or extend any Lase in any respect, unless required by law: (Is) grant a written lease to any tenant occupying space pursuant to a Tenancy: or (c) terminate any lease or Tenancy except by reason of a default by the tenant thereunder. §6.02. Unless otherwise provided in a schedule attached to this contract, between the date of this contract and the Closing. Seller shall not permit occupancy of, or enter into any new lease for. space in the Building which is presently vacant or which may here- after become vacant without first giving Purchaser written notice of 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 detail and (b) a statement of the amount of the brokerage commis- sion, if any, payable in connection therewith and the terms of pay- ment thereof. If Purchaser objects to such proposed lease. Purchaser shall so notify Seller within 4 business days after receipt of Seller's notice if such notice was personally delivered to Purchaser, or within 7 business days after the mailing of such notice by Seller to Purchaser, in which case Seller shall not enter into the proposed lease. Unless otherwise provided in a schedule attached to this contract. Purchaser shall pay to Seller at the Closing, in the man- ner specified in §2.02. the rent and additional rent that would have been payable under the proposed lease from the date on which the tenant's obligation to pay rent would have commenced if Purchaser had not so objected until the Closing Date, less the amount of the brokerage commission specified in Seller's notice and the reason- able cost of decoration or other wort required to be performed by the landlord under the terms of the proposed lease to suit the prem- ises to the tenant's occupancy ("Reletting Expenses"), prorated in 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 objection. Seller shall have the right to enter into the proposed lease with the tenant identified in Seller's notice and Purchaser shall pay 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 of the later of the Closing Date or the rent commencement date. Such payment shall be made by Purchaser to Seller at the Closing. In no event shall the amount so payable to Seller exceed the sums actually paid by Seller on account thereof. §6.03. If any space is vacant on the Closing Date, Purchaser shall accept the Premises subject to such vacancy, provided that the vacancy was not permitted or created by Seller in violation of any restrictions contained in this contract. Seller shall not grant any concessions or rent abatements for any period following the Closing without Purchaser's prior written consent. Seller shall not apply all or any part of the security deposit of any tenant unless such tenant has vacated the Premises. §6.04. Seller does not warrant that any particular Lease or Tenancy will be in force or effect at the Closing or that the tenants will have performed their obligations thereunder. The termination of any Lease or Tenancy prior to the Closing by reason of the ten- ant's default shall not affect the obligations of Purchaser under this contract in any manner or entitle Purchaser to an abatement of or credit against the Purchase Price or give rise to any other claim on the part of Purchaser. §6.05. Seller hereby indemnifies and agrees to defend Purchaser against any claims made pursuant to § 7-107 or §7-108 of the General Obligations Law (the "GOL") by tenants who resided in the Premises on or prior to the Closing Date other than (a)claims with respect to tenants' security deposit paid, credited or assigned to Purchaser pursuant to §10.03, (b) claims made pursuant to §7.107 of the GOL with respect to funds for which Seller was not liable. nnd (c) claims made pursuant to §7- I Oft of the GOL by tenants to whom Purchaser failed to give the written notice specified in §7.108(c) of the GOL within thirty days after the Closing Date. The foregoing indemnity and agreement shall survive the Closing and shall be in lieu of any escrow permitted by §7-108(d) of the GOL. and Purchaser hereby waives any right it may have to require any such escrow. Section 7. Responsibility for Violations §7.01. Except as provided in §7.02 and §7.03. all notes or notices of violations of law or governmental ordinances, orders or requirements which were noted or issued prior to the date of this contract by any governmental department. agency or bureau hav- ing jurisdiction as to conditions affecting the Premises and all liens which have attached to the Premises prior to the Closing pursuant to the Administrative Code of the City of New York. if applicable. shall be removed or complied with by Seller. If such removal or compliance has not been completed prior to the Closing. Seller shall pay to Purchaser at the Closing the reasonably estimated unpaid cost to effect or complete such removal or compliance, and Purchaser shall be required to accept title to the Premises subject thereto, except that Purchaser shall not be required to accept such title and may terminate this contract as provided in §13.02 if (a) Purchaser's Institutional Lender reasonably refuses to provide financing by reason thereof or (b) the Building is a multiple dwell- ing and either (i) such violation is rent impairing and causes rent to be unrecoverable under Section 302-a of the Multiple Dwelling Law or (ii) a proceeding has been validly commenced by tenants 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 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 sole responsibility of Purchaser. §7.02. If the reasonably estimated aggregate cost to remove or comply with any violations or liens which Seller is required to remove or comply with pursuant to the provisions of §7.01 shall exceed the Maximum Amount specified in Schedule D (or if none is so specified, the Maximum Amount shall be one-half of one 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 in §13.02, unless Purchaser elects to accept title to the Premises subject to all such violations or liens in which event Purchaser shall he entitled to a credit of an amount equal to the Maximum Amount against the monies payable at the Closing. §7.03. Regardless of whether a violation has been noted or issued prior to the date of this contract. Seller's failure to remove or fully comply with any violations which a tenant is required to remove or comply with pursuant to the terms of its lease by reason of such tenant's use or occupancy shall not be an objection to title. Purchaser shall accept the Premises subject to all such violations without any liability of Seller with respect thereto or any abatement of or credit against the Purchase Price, except that if Purchaser's Institutional Lender reasonably refuses to provide financing by rea- son of a violation described above. Purchaser shall not be required to accept the Premises subject thereto and Purchaser shall have the right to terminate this contract in the manner provided in §13.02. §7.04. If required. Seller, upon written request by Purchaser. shall promptly furnish to Purchaser written authorizations to make any necessary searches for the purposes of determining whether notes or notices of violations have been noted or issued with respect to the Premises or liens have attached thereto. Section 8. Destruction, Damage or Condemnation The provisions of Section 5-1311 of the General Obligations Law shall apply to the sale and purchase provided for in this contract. Section 9. Covenants of Seller Seller covenants that between the date of this contract and the Closing: §9.01. The Existing Mortgage(s) shall not be amended or supplemented or prepaid in whole or in part. Seller shall pay or make, as and when due and payable. all payments of principal and interest and all deposits required to be paid or made under the Existing Mortgage(s). §9.02. Seller shall not modify or amend any Service Contract or enter into any new service contract unless the same is terminable without penalty by the then owner of the Premises upon not more than 30 days' notice. §9.03. If an insurance schedule is attached hereto. Seller shall maintain in full force and effect until the Closing the insurance poli- ciesdescribed in such schedule or renewals thereof for no more than one year of those expiring before the Closing. §9.04. No fixtures, equipment or personal property included in this sale shall be removed from the Premises unless the same are replaced with similar items of at least equal quality prior to the Closing. §9.05. Seller shall not withdraw, settle or otherwise compro- mise any protest or reduction proceeding affecting real estate taxes assessed against the Premises for any fiscal period in which the EFTA00611222 Closing is to occur or any subsequent fiscal period without the prior written consent of Purchaser, which consent shall not be unreason- ably withheld. Real estate tax refunds and credits received after the Closing Date which are attributable to the fiscal tax year during which the Closing Date occurs shall be apportioned between Seller and Purchaser. after deducting the expenses of collection thereof. which obligation shall survive the Closing. §9.06. Seller shall allow Purchaser or Purchaser's repre- sentatives access to the Premises, the Leases and other documents required to be delivered under this contract upon reasonable prior notice at reasonable times. Section 10. Seller's Closing Obligations At the Closing. Seller shall deliver the following to Purchaser: §10.01. A statutory form of bargain and sale deed without covenant against grantor's acts, containing the covenant required by Section 13 of the Lien Law, and properly executed in proper form for recording so as to convey the title required by this contract. §10.02. All Leases initialed by Purchaser and all others in Seller's possession. ;10.03. A schedule of all security deposits ( and. if the Premises 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 to Purchaser in the amount of any cash security deposits, including 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 forth all arrears in rents and all prepayments of rents. §10,05. All Service Contracts initialed by Purchaser and all others in Seller's possession which arc in effect on the Closing Date and which are assignable by Seller. §10.06. An assignment to Purchaser. without recourse or war- ranty. of all of the interest of Seller in those Service Contracts, insur- ance policies. certificates. permits and other documents to be delivered to Purchaser at the Closing which are then in effect and are assignable by Seller. §10.07. (a) Written consents) of the Mortgagee(s). if required under §2.03(b). and (b) certificate(s) executed by the Mortgagee(s) in proper form for recording and certifying (i) the amount of the unpaid principal balance thereof. (ii) the maturity date thereof. (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 the Mortgagee(s). Seller shall pay the fees for recording such certificate(s). Any Mortgagee which is an Insitutional Lender may furnish a letter complying with Section 274-a of the Real Property Law in lieu of such certificate. §10.08. -Awanignmansogall-Salies4.4ight...sirkwuid. intewsuris- ato.iie rot Posl en-re twos, iliraCO3 eren"iists nod who,- asactuats.-if-aay,..than-lialst•Isy-tha-Moritgageak-ei- §10.09. All original insurance policies with respect to which premiums nrc to be apportioned or. if unobtainable. true copies or certificates thereof. §10.10. To the extent they are then in Seller's possession and not posted at the Premises. certificates, licenses, permits. authoriza- tions and approvals issued for or with respect to the Premises by governmental and quasi-governmental authorities having jurisdic- tion. §10.I I . Such affidavits as Purchaser's title company shall reasonably require in order to omit from its title insurance policy all exceptions forjudgments. bankruptc ies or other ret urns against persons or entities whose names arc the same as or similar to Seller's name. §10.12. (a) Checks to the order of the appropriate officers in payment of all applicable real property transfer taxes and cop- ies of any requited tax returns therefor executed by Seller, which checks shall be certified or official bank checks if required by the taxing authority, unless Seller elects to have Purchaser pay any of such taxes and credit Purchaser with the amount thereof, and (b) a certification of non-foreign status, in form required by the Code Withholding Section, signed under penalty of perjury. Seller under- stands that such certification will be retained by Purchaser and will be made available to the Internal Revenue Service on request. §10.13. To the extent they are then in Seller's possession, copies of current painting and payroll records. Seller shall make all other Building and tenant files and records available to Purchaser for copying, which obligation shall survive the Closing. *10.14. An original letter, executed by Seller or by its agent, advising the tenants of the sale of the Premises to Purchaser and directing that rents and other payments thereafter be sent to Purchaser or as Purchaser may direct. §10.15. Notice(s) to the Mortgagee(s). executed by Seller or by its agent, advising of the sale of the Premises to Purchaser and directing that future bills and other correspondence should thereaf- ter be sent to Purchaser or as Purchaser may direct. §10.16. If Seller is a corporation and if required by Section 909 of the Business Corporation Law, a resolution of Seller's board of directors authorizing the sale and delivery of the deed and a certificate executed by the secretary or assistant secretary of Seller certifying as to the adoption of such resolution and setting forth facts showing that the transfer complies with the requirements of such law. The deed referred to in §10.0 I shall also contain a recital sufficient to establish compliance with such law. §10.17. Possession of the Premises in the condition required by this contract. subject to the Leases and Tenancies. and keys therefor. §10.18. A blanket assignment, without recourse or representa- tion. of all Seller's right, title and interest, if any. to all contractors'. suppliers'. materialmen's and builders' guarantees and wairanties 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 each thereof. §10.19. Estoppel letters in the form attached hereto as Schedule F from the following tenants: *10.20. A certificate of Seller confirming that the warranties and representations of Seller set forth in this contract are true and complete on and as of the Closing Date (the statements made in such certificate shall be subject to the same limitations on survival as arc applicable to Seller's representations and warranties under §4). §10.21. Any other documents required by this contract to be delivered by Seller. Section 11. Purchaser's Closing Obligations At the Closing. Purchaser shall: §11.01. Deliver to Seller checks or wire transfer of immedi- ately available federal funds to Seller, in payment of the portion of the Purchase Price payable at the Closing, as adjusted for apportion- ments under Section 12, plus.shanThOURLot-owaskwdopasitc.4Cany, ossigned-pussuanuto-40.411, §11.02. any, in proper form for recording, the note secu inane- ing statements covering personal mimes and equip- ment included in this s ep acements thereof, all properly executed, i aser shall pay the mortgage recording tax and 411.03. Deliver to Seller an agreement indemnifying and agreeing to defend Seller against any claims made by tenants with respect to tenants' security deposits to the extent paid, credited or assigned to Purchaser under §10.03. §11.04. Cause the deed to be recorded. duly complete all required real property transfer tax returns and cause all such returns and checks in payment of such taxes to be delivered to the appropri- ate officers promptly after the Closing. pi 1.05. Deliver to Seller an agreement assuming, all of land- lord a obligations under the Leases from and after the Closing Date and indemnifying and agreeing to defend Seller against any claims made by tenants with respect to any failure to perform such obliga- tions. §11.06. Deliver to Seller a certificate confirming that the war- ranties and representations of Purchaser set forth in this contract are true and complete as of the Closing Date. §11.07. Deliver any other documents required by this contract to be delivered by Purchaser. Section 12. Apportionments §12.01. The following apportionments shall be made between the parties at the Closing as of the close of business on the day prior to the Closing Date: (a) prepaid rents and Additional Rents (as defined in §12.03) and revenues, if any. from telephone booths, vending machines and other income-producing agreements: (b)-iateren-on-tha-Cisieting-Mengagnolt (c) real estate taxes, water charges and sewer rents. 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 Closing shall be based on the last available reading. subject to adjustment after the Closing when the next reading is available: (d) wages. vacation pay. pension and welfare benefits 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 then charged by Seller's supplier, including any taxes; (I) charges under transferable Service Contracts or permitted renewals or replacements thereof: (g) permitted administrative charges. if any, on ten- ants' security deposits: (h) dues to rent stabilization associations, if any; (i) insurance premiums on transferable insurance poli- cies listed on a schedule hereto or permitted renewals thereof: (j) Reletting Expenses under §6.02. if any: and (k) any other items listed in Schedule D. If the Closing shall occur before a new tax rate is fixed, the apportionment of taxes at the Closing shall be upon the basis of the old tax rate for the preceding period applied to latest assessed valu- ation. Promptly after the new tax rate is fixed, the apportionment of taxes shall be recomputed. Any discrepancy resulting from such recomputation and any errors or omissions in computing apportion- ments at Closing shall be promptly corrected, which obligations shall survive the Closing. §12.02. If any tenant is in arrears in the payment of rent on the Closing Date, rents received from such tenant after the Closing shall be applied in the following order of priority: (a) first to the month preceding the month in which the Closing occurred; (b) then 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) then to the period prior to the month preceding the month in which the Closing occurred. If rents or any portion thereof received by Seller or Purchaser after the Closing are payable to the other party by reason of this allocation, the appropriate sum, less a proportion- ate share any reasonable attorneys fees, costs and expenses of collection thereof, shall be promptly paid to the other party. which obligation shall survive the Closing. 412.03. If any tenants are required to pay percentage rent, escalation charges for real estate taxes. operating expenses, cost-of- living adjustments or other charges of a similar nature ("Additional Rents") and any Additional Rents are collected by Purchaser after the Closing which arc attributable in whole or in part to any period prior to the Closing, then Purchaser shall promptly pay to Seller Seller's proportionate share thereof. less a proportionate share of any reasonable attorneys' fees. costs and expenses of collection thereof, if and when the tenant paying the same has made all pay- ments of rent and Additional Rent then due to Purchaser pursuant to the tenant's Lease, which obligation shall survive the Closing. If any tenant is or becomes entitled to a refund of overpayments of Additional Rent which are attributable in whole or in part to any period prior to the Closing. Seller shall pay to Purchaser an amount equal to the amount of such refund attnbutable to any such period within ten days after notice from Purchaser, which obligation shall survive the Closing. Section 13. Objections to Title, Failure of Seller or Purchaser to Perform and Vendee's Lieu 413.01. Purchaser shall promptly order an examination of title 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 adjournment or adjournments of the Closing for up to 60 days or until the expiration date of any written commitment of Purchaser's Institutional Lender delivered to Purchaser prior to the scheduled date of Closing, whichever occurs first, to remove any defects in or objections to title noted in such title report and any other defects or objections which may be disclosed on or prior to the Closing Date. §13.02. If Seller shall be unable to convey title to the Premises at the Closing in accordance with the provisions of this contract or if Purchaser shall have any other grounds under this contract for refusing to consummate the purchase provided for herein. Purchaser, nevertheless, may elect to accept such title as Seller may be able to convey with a credit against the monies payable at the Closing equal to the reasonably estimated cost to cure the same (up to the Maximum Expense described below), but without any other credit or liability on the part of Seller. If Purchaser shall not 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 to exceed the net amount charged by Purchaser's title company therefor without issuance of a policy, and the net cost of updating the existing survey of the Premises or the net cost of a new survey of the Premises if there was no existing survey or the existing survey was not capable of being updated and a new survey was required by Purchaser's Institutional Lender. Upon such refund and reimbursement, this contract shall be null and void and the par- ties hereto shall be relieved of all further obligations and liability other than any arising wider Section 14. Seller shall not be required to bring any action or proceeding or to incur any expense in excess of the Maximum Expense specified in Schedule D (or if none is so specified, the Maximum Expense shall be one-half of one percent of the Purchase Price) to cure any title defect or to enable Seller otherwise to comply with the provisions of this contract, but the foregoing shall not permit Seller to refuse to pay off at the Closing. to the extent of the monies payable at the Closing, mortgages or other liens on the Premises which can be satisfied or discharged by payment of a sum certain, other than Existing Mortgages, of which lIer has actual knowledge. 413.03. Any unpaid taxes, assessments. water charges and sewer rents, together with the interest and penalties thereon to a date not less than two days following the Closing Date. and any other liens and encumbrances which Seller is obligated to pay and discharge or which arc against corporations, estates or other persons in the chain of title. together with the cost of recording or filing any instruments necessary to discharge such liens and encumbrances of record. may be paid out of the proceeds of the monies payable at the Closing if Seller delivers to Purchaser on the Closing Date official bills for such taxes, assessments, water charges, sewer rents, interest and penalties and instruments in recordable form sufficient to dis- charge any other liens and encumbrances of record. Upon request made a reasonable time before the Closing, Purchaser shall provide at the Closing separate checks for the foregoing payable to the order of the holder of any such lien, charge or encumbrance and other- wise complying with §2.02. If Purchaser's title insurance company is willing to insure both Purchaser and Purchaser's Institutional Lender, if any. that such charges, liens and encumbrances will not be collected out of or enforced against the Premises, then, unless Purchaser's Institutional Lender reasonably realms to accept such insurance in lieu of actual payment and discharge. Seller shall have the right, in lieu of payment and discharge to deposit with the title insurance company. such funds or assurances or to pay such special or additional premiums as the title insurance company may require in order to so insure. In such case the charges, liens and encum- brances with respect to which the title insurance company has agreed so to insure shall not be considered objections to title. §13.04. If Purchaser shall default in the performance of its obligation under this contract to purchase the Premises, the sole remedy of Seller shall be to retain the Downpayrnent as liqui- dated damages for all loss, damage and expense suffered by Seller. including without limitation the loss of its bargain. §13.05. Purchaser shall have a vendee's lien against the Premises for the amount of the Downpayment, but such lien shall not continue after default by Purchaser under this contract. Section 14. Broker §14.01. If a broker is specified in Schedule D. Seller and Purchaser mutually represent and warrant that such broker is the only broker with whom they have dealt in connection with this contract and that neither Seller nor Purchaser knows of any other broker who has claimed or may have the right to claim a commis- sion in connection with this transaction, unless otherwise indicated in Schedule D. The commission of such broker shall be paid pur- suant to separate agreement by the party specified in Schedule D. If no broker is specified in Schedule D. the parties acknowledge that this contract was brought about by direct negotiation between Seller and Purchaser and that neither Seller nor Purchaser knows of any broker entitled to a commission in connection with this transaction. Unless otherwise provided in Schedule D. Seller and Purchaser shall indemnify and defend cach other against any costs. claims or expenses, including attorneys' fees. arising out of the breach on their respective parts of any representations, warranties or agreements contained in this paragraph. The representations and obligations under this paragraph shall survive the Closing or. if the Closing does not occur. the termination of this contract. Section 15. Notices §15.01. All notices under this contract shall be in writing and shall be delivered personally or shall be sent by prepaid registered or certified mail, or by prepaid overnight courier with receipt acknowledged, addressed as set forth in Schedule D. or as Seller or Purchaser shall otherwise have given notice as herein provided. Section 16. Limitations on Survival of Representations, Warranties, Covenants and other Obligations §16.01. Except as otherwise provided in this contract, no rep- resentations, warranties, covenants or other obligations of Seller set forth in this contract shall survive the Closing, and no action based thereon shall be commenced after the Closing. The representations. warranties, covenants and other obligations of Seller set forth in §4.03, §6.01 and §6.02 shall survive until the Limitation Date speci- fied in Schedule D (or if none is so specified. the Limitation Date shall be the date which is six months after the Closing Date), and no action based thereon shall be commenced after the Limitation Date. §16.02. The delivery of the deed by Seller, and the acceptance thereof by Purchaser, shall be deemed the full performance and discharge of every obligation on the part of Seller to be performed hereunder, except those obligations of Seller which are expressly stated in this contract to survive the Closing. SMil01147,DutDillewesiteried mcncing on the date hereof and ending at 5:00 . tem Standard Time on the 30th day following the date herco chaser shall have the right to have the Premises inspected du reasonable hours after reasonable notice to Seller, and to o n the following inspection reports with respect to the Prem. at Purchaser's sole cost anal • : (a) An inspection and port (the "Environmental Report") from a licensed environ tal inspection laboratory or a licensed engineer (the "I Company") with respect to the presence or absence of h ous or toxic substances or conditions at the Premises inch g, without limitation, asbestos, polychlo- rinated biphenyl& rolcum products and those ha rd sub- stances defin the Comprehensive Environmental Response. Compensa , and Liability Act. 42 U.S.C. § 9601 ct seq. and all amend nts thereto, including, without limitation, the Superfund menu and Reauthorization Act. 42 U.S.C. § 9601 0 seq., the rules and regulations promulgated thereunder New York EFTA00611224 Conservation Law (ECL) 6 8-0101 z Kg.: and the New York S Water Pollution Control Act. ECL §§ 17-0101 et mi.. (colleen ly. "Hazardous Substances") . on the Premises: and (b) An inspection and report (the "Engineering from a licensed engineer and other appropriate proles:. s (col- lectively. the "Engineer") with li.bp-4.3 to the structural > i physical condition of the Premises. all mechanical systems and ilitics ser- vicing the Premises, curtain walls, roofs, wells, septic drainage systems, and compliance with the Americans with r mobilities Act (collectively. "Building Condit lore). §17.02. Purchaser shall cause copies of e Environmental Report and Engineering Report (collectivel the "Reports") to be delivered to Seller prior to the expiratio of the Due Diligence Period. Purchaser may elect to cancel s contract, by written notice (the "Termination Notice") to Sel r delivered on or before the last day of the Due Diligence Pen ., if (i) the Environmental Report states that there are Hazardous ubstancos on the Premises or (ii) the Engineering Report stet that there are defects in the Building Conditions (a "Defectiv Condition") and, in the best professional judgment of the Engi er. such Defective Condition(s) will cost in excess of S to correct. §17.03. During the Du. Diligence Period. Seller agrees to cooperate in all reasonable spects with Purchaser and agrees to make available to Purchas and its agents all of the books, files and records relating to the ises which are in the possession or under the control of Seller. §17.04. Pu hold Seller harm reasonable attcrn of the Premises r hereby indemnifies and agrees to defend and from all loss. cost (including, without limitation. fees). claim or damage caused by the inspection Purchaser, its agents. consultants or representatives. §17.05. IME SHALL BE OF THE ESSENCE WITH RESPE TO PURCHASER'S ACTIONS PURSUANT TO THIS S ION 17. In the event Purchaser shall (i) fail to have 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 Te ination Notice prior to the expiration of the Due Diligence P . Purchaser shall be deemed to have waived the right to can- this contract as provided in §17.02. Section 18. Miscellaneous Provisions §18.01. If consent of the Existing Mortgagee(s) is required under §2.03(b), Purchaser shall not assign this contract or its rights hereunder without the prior written consent of Seller. No permit- ted assignment of Purchaser's rights under this contract shall be effective against Seller unless and until an executed counterpart of the instrument of assignment shall have been delivered to Seller and Seller shall have been furnished with the name and address of' the assignee. The term "Purchaser" shall be deemed to include the assignee under any such effective assignment. *18.02. This contract embodies and constitutes the entire understanding between the panics with respect to the transaction contemplated herein, and all prior agreements, understandings. representations and statements. oral or written. are merged into this contract. Neither this contract nor any provision hereof may be waived, modified. amended, discharged or terminated except by an instrument signed by the party against whom the enforcement of such waiver, modification, amendment, discharge or termination is sought. and then only to the extent set forth in such instrument. §18.03. This contract shall be governed by. and construed in accordance with, the law of the State of Ncw York. §l8.04. The captions in this contract are inserted for conve- nience of reference only and in no way define. describe or limit the scope or intent of this contract or any of the provisions hereof. §18.05. This contract shall be binding upon and shall inure to the benefit of the parties hereto and their respective heirs or succes- sors and permitted assigns. §18.06. This contract shall not be binding or effective until properly executed and delivered by Seller and Purchaser. §18.07. As used in this contract, the masculine shall include the feminine and neuter, the singular shall include the plural and the plural shall include the singular. as the context may require. §18.08. If the provisions of any schedule or rider to this con- tract arc inconsistent with the provisions of this contract, the provi- sions of such schedule or rider shall prevail. Set forth in Schedule is a list of any 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. Receipt by Escrowee Seller. Purchaser: 484 QREENWICH STREET, INC. 484 Greenwich Street New York, New York 10013 The undersigned Escrowee hereby acknowledges receipt of $1, 100, 0 00 . 00 escrow pursuant to §2.05. . by check subject to collection, to be held in EFTA00611225 Schedule A DESCRIPTION OF PREMISES Schedule]) MISCELLANEOUS (to be attached separately and to include tax map designation) Schedule B PERMITTED EXCEPTIONS I. Zoning regulations and ordinances which are not violated by the existing structures or present use thereof and which do not render title uninsurable. 2. Consents by the Seller or any former, OWTMT of die Premises for the erection of any structure or structures on. under or above any street or streets on which the Premises may abut. 3. The Existing Mortgagels) and financing statements. assign- ments of leases and other collateral assignments ancillary thereto. 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 before the Closing Date. 6. Financing statements, chattel mortgages and liens on personal- 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 or owned by Tenants. 7. (a) Rights of utility companies to lay, maintain, install and repair pipes, lines, poles. conduits. cable boxes and related equipment on. over and under the Premises, provided that none of such rights imposes any monetary obligation on the owner of the Premises. (b) Encroachments of stoops, areas, cellar steps, trim cornices. lintels. window sills, awnings, canopies. ledges. fences. hedges. cop- ing and retaining walls projecting from the Premises over any street or highway or over any adjoining property and encroachments of similar elements projecting from adjoining property over the Premises. (c) Revocability or lack of right to maintain vaults, coal chutes. excavations or sub-sur e equipment beyond the line of the Premises. (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 Purchaser shall accept title subject thereto: Schedule C PURCHASE PRICE The Purchase Price shall be paid as follows: (a) By check subject to collection. the receipt of which is hereby acknowledged by Seller (b) By check or checks delivered to Seller at the Closing in accordance with the provisions of §2.02: (c) By acceptance of title subject to the following Existing Mortgage(s): (d) By execution and delivery to Seller by Purchaser or its assignee of a note secured by a Purchase Money Mortgage on the Premises, payable as follows: 1,100,000.00 9,900,000.00 I. Title insurer designed by the parties (§1.02): Stewart Title Insurance Co. Kensington Vanguard, by Marc Israel, VP 2. Last date for consent by Existing Mortgagee(s) (§2.03(b)): N/A 3. Maximum Interest Rate of any Refinanced Mortgage (*2.04(b)): N/A 4. Prepayment Date on or after which Purchase Money Mortgage may be prepaid (§2.04(c)). N/A 5. Seller's tax identification number (§2.05): 6. Purchaser's tax identification number (§2.05): 7. Scheduled time and date of Closing (§3.0l): June 11, 2013 at 10:00 8. Place of Closing (§3.01): Ferrante, PLLC 5 W.19th Street, 10th Floor, NY, NY 9. Assessed valuation of Premises (§4.10): Actual Assessment: See Attached Transition Assessment: See Attached 10. Fiscal year and annual real estate taxes on Premises (64.10): See Attached 11. Tax abatements or exemptions affecting Premises (§4.10): None known 12. Assessments on Premises (§4.13): None known 13. Maximum Amount which Seller must spend to cure viola- tions, etc. (§7.02): $5, 000 . 00 14. Maximum Expense of Seller to cure title defects. etc. (§13.02). $25, 00 0.00 15. Broker, if any (§14.01): Steve Gold / Douglas Elliman Real Estate 16. Party to pay broker's commission (§14.01): 17. Address for notices (§15.01): If to Seller. 484 Greenwich Street New York, New York 10013 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: lit Limitation Date for actions based on Seller's surviving re resentations and other obligations (§16.01): 6 months after Closing Date 19. Additional Schedules or Riders (§17.08): Seller's Rider, attached hereto. 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 Non001 Home • t•;"' •:-..14#7014061&4≥1ires.1444lirs •V• • • 'StittI,E%, Account History City of New York DISCLAIMER Profile Report Date 04/11/2013 Borough: Block: Lot: Property Address: 484 GREENWICH STREET MANKATIAN 595 84 Click here to to hack to the summery listing, Account Period Due Date Period End/ In Date IntereSI Trans Troe/I0 tern Liability Collection Ikstit/ anion Date Type Account!) Begin Date or Note Ind 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 NYCPcoporlo Nome • Off; ,/, f I Cr 9 Mk WON e.4 odes) lrlormatuu FM18999011 Payments Thru: 04/02/2013 Building Class: O9 Codes Tax Class: 4 In Rem: Exemption. Unused SCRIE credit: .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