(f) to the best of New Borrower’s knowledge, no Event of Default (as defined in the Mortgage) exists, nor does any event exist which, as a result of the passage of time or the expiration of any cure period or both, would constitute an Event of Default; and
(g) all representations and warranties referred to herein shall be true as of the date of this Agreement and Closing and shall survive Closing.
16.Inurement. The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors-in-interest and permitted assigns.
17.Governing Law/Severability. This Agreement shall in all respects be governed, construed, applied and enforced in accordance with the internal laws of the State of New York. In the event one or more provisions of this Agreement shall be invalid, illegal or unenforceable, the validity or enforceability of the remaining provisions shall not in any way be affected.
18.Modifications. Neither this Agreement, nor any term or provision hereof, may be changed, discharged or terminated except by an instrument in writing signed by the party against whom enforcement of the change, discharge or termination is sought.
19.General Release and Waiver of Claims. In consideration of Lender’s agreement to enter into this Agreement, Original Borrower and New Borrower hereby agree as follows:
(a) Original Borrower and New Borrower hereby jointly and severally release and forever discharge Lender, Master Servicer, Primary Servicer, and their respective successors, assigns, partners, directors, officers, agents, attorneys, administrators, trustees, subsidiaries, affiliates, beneficiaries, shareholders, representatives, agents, servants and employees from any and all rights, proceedings, agreements, contracts, judgments, debts, costs, expenses, promises, duties, claims, demands, cross-actions, controversies, causes of action, damages, rights, liabilities and obligations, at law or in equity whatsoever, known or unknown, suspected or unsuspected, choate or inchoate, whether past, present or future, now held, owned or possessed by Original Borrower or New Borrower, or which Original Borrower or New Borrower may hereafter hold or claim to hold from the beginning of time to the date of this Agreement under common law or statutory right, known or unknown, arising, directly or indirectly, proximately or remotely, out of the Property, the Loan or any of the Loan Documents or any of the documents, instruments or any other transactions relating thereto or the transactions contemplated thereby, including any and all rights, proceedings, agreements, contracts, judgments, debts, expenses, promises, duties, claims, demands, cross-actions, controversies, causes of action, damages, rights, liability and obligations, whether based upon tort, fraud, breach of any duty of good faith or fair dealing, breach of confidence, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, intentional or negligent infliction of mental distress, tortious interference with contractual relations, tortious interference with corporate or other governance or prospective business advantage, breach of contract, deceptive trade practices, libel, slander, defamation, conspiracy or any claim for wrongfully accelerating the Note or wrongfully attempting to foreclose on any collateral relating to the Note, contract or usury, but only to the extent that the foregoing arise in connection with events which occurred prior to the execution and delivery of this Agreement (collectively, the “Released Claims”). Without limiting the generality of the foregoing, the Released Claims shall include the following matters: (i) the origination and servicing of the Loan by Lender, Master Servicer or Primary Servicer; (ii) all aspects of the negotiations of this Agreement between or on behalf of New Borrower and/or Original Borrower and Lender including, but not limited to, the demands and requests by Lender of Original Borrower or New Borrower concerning this Agreement and the other Loan Documents, including all meetings, telephone calls, correspondence and/or other contacts among or on behalf of New Borrower and/or Original Borrower and Lender incident to the attempts of said parties to
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reach an agreement, or in connection with this Agreement or the other Loan Documents; and (iii) the attempt(s) of Lender to collect the Note and the exercise by Lender of its rights under any of the Loan Documents or any of its rights under this Agreement, any document executed contemporaneously herewith or the other Loan Documents, or at law or in equity.
(b) This release is intended to release all liability of any character claimed for damages of any type or nature, for injunctive or other relief, for attorneys’ fees, interest or any other liability whatsoever, whether statutory, or contractual or tort in character, or of any other nature or character, now or henceforth in any way related to any and all matters and dealings of any nature whatsoever asserted or assertable by or on behalf of New Borrower and/or Original Borrower against Lender, including any loss, cost or damage in connection with, or based upon, any breach of fiduciary duty, breach of any duty of good faith or fair dealing, breach of confidence, breach of funding commitment, breach of any other duty, breach of any statutory right, fraud, usury, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, violations of the Racketeer Influenced and Corrupt Organizations Act, intentional or negligent infliction of mental distress, tortious interference with corporate or other governance or prospective business advantage, breach of contract, deceptive trade practices, libel, slander, defamation, conspiracy or any other cause of action, but only to the extent that the foregoing arise in connection with events which occurred prior to the date of execution and delivery hereof.
(c) New Borrower and Original Borrower each understands and agrees that this is a full, final and complete release. Each of New Borrower and Original Borrower agrees that this release may be pleaded as an absolute and final bar to any or all suits, actions or proceedings pending or which may hereafter be filed or prosecuted by New Borrower or Original Borrower, or anyone claiming by, through or under New Borrower or Original Borrower, in respect of any of the Released Claims. New Borrower and Original Borrower each understands and agrees that no recovery on account of the Released Claims may hereafter be had from anyone whomsoever, and that the consideration given for this release is no admission of liability and that neither New Borrower nor Original Borrower, nor anyone claiming under New Borrower or Original Borrower, will ever claim that the consideration for this release is an admission of liability.
(d) Intentionally Deleted.
(e) The provisions, waivers and releases set forth in thisSection 18 are binding upon Original Borrower and New Borrower and their respective agents, employees, representatives, officers, directors, general partners, limited partners, joint shareholders, beneficiaries, trustees, administrators, subsidiaries, affiliates, employees, servants and attorneys.
20.Financial Information. In accordance with the applicable provisions of the Loan Documents, New Borrower shall provide Lender with such financial or other information concerning New Borrower’s affairs and properties as Lender may request, to the extent required pursuant to the Loan Documents.
21.Notices. All notices to Lender, Original Borrower or New Borrower in connection with this Agreement shall be in writing and shall be addressed to the intended recipient thereof at its address as set forth below or in the Loan Documents (or at such other
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address as such party may designate in writing from time to time by notice given to Original Borrower, New Borrower or Lender). Additionally, the Mortgage is supplemented to include New Borrower’s address: c/o Sotheby’s, 1334 York Avenue, New York, New York 10021, Attention: Michael L. Gillis. All notices given to any party to this transaction shall be deemed effectively given (a) upon personal delivery of any such notice to the premises of the intended recipient as required above or as most recently designated by such intended recipient as provided herein, or (b) two (2) business days following the deposit of an envelope containing such notice in the United States mail, sent by certified mail, postage pre-paid and addressed to the intended recipient as set forth above or as most recently designated by the intended recipient as provided herein.
22.New Borrower’s and New Guarantor’s Specific Ratification, Reaffirmation and Confirmation of Loan Documents. New Borrower and New Guarantor have read and reviewed and agree to perform each and every obligation under the Loan Documents in accordance with their respective terms and conditions. It is expressly understood that Lender will hereafter require performance of any and all terms, conditions or requirements of all documents and agreements executed by New Borrower and/or New Guarantor, as applicable, relating to the Loan Documents. New Borrower and New Guarantor acknowledge and agree that any performance or non-performance of the Loan Documents prior to the Effective Date does not affect or diminish in any way the requirement of compliance with the Loan Documents. New Borrower and New Guarantor further acknowledge and agree that the validity and priority of the liens and security interests evidenced by the Mortgage is not diminished in any way by this Agreement and that the Mortgage continues to be a first and superior mortgage lien and security interest in and on the Property. The agreements and obligations of New Borrower and New Guarantor under the Loan Documents are hereby ratified, brought forward, renewed and extended until the Loan shall have been fully paid and discharged. New Borrower and New Guarantor hereby ratify, affirm, reaffirm, acknowledge, confirm and agree that the Loan Documents to which each is a party represent the valid, binding and enforceable obligations of New Borrower and New Guarantor. Lender, New Borrower and New Guarantor hereby agree that this Agreement and the Loan Documents are in full force and effect so that nothing contained herein shall be construed as modifying the Loan Documents in any manner, except as may be specified herein. New Borrower specifically extends the liens and security interests of the Mortgage and agrees that the Mortgage (a) shall cover the Loan, and (b) shall continue to be in full force and effect until the Loan is paid in full and all other obligations under the Loan Documents are fully performed and satisfied. New Borrower and New Guarantor hereby agree that this Agreement in no way acts as a diminution, impairment, release or relinquishment of the liens, power, title, security interest and rights securing or guaranteeing payment of the Loan. The Mortgage is hereby renewed, extended, ratified, confirmed and carried forward by New Borrower in all respects. Nothing contained herein shall be construed as a waiver of any rights, remedies or recourses available to Lender with respect to any default by New Borrower or New Guarantor under this Agreement or any of the Loan Documents to which each is a party, as applicable. Except as otherwise provided herein, Lender hereby preserves all of its rights against New Borrower and New Guarantor and all collateral, including the Property.
23.NO JURY TRIAL. ORIGINAL BORROWER, NEW BORROWER AND LENDER HEREBY SEVERALLY, VOLUNTARILY, KNOWINGLY AND INTELLIGENTLY WAIVE ANY AND ALL RIGHTS TO TRIAL BY JURY IN ANY LEGAL
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ACTION OR PROCEEDING ARISING UNDER THE NOTE, THE MORTGAGE OR ANY OTHER LOAN DOCUMENT OR CONCERNING THE OBLIGATIONS UNDER THE LOAN DOCUMENTS AND/OR WITH REGARD TO THE PROPERTY OR PERTAINING TO ANY TRANSACTION RELATED TO OR CONTEMPLATED IN THE MORTGAGE, REGARDLESS OF WHETHER SUCH ACTION OR PROCEEDING CONCERNS ANY CONTRACTUAL OR TORTIOUS OR OTHER CLAIM. ORIGINAL BORROWER AND NEW BORROWER ACKNOWLEDGE THAT THIS WAIVER OF JURY TRIAL IS A MATERIAL INDUCEMENT TO LENDER PERMITTING THE LOAN ASSUMPTION DESCRIBED HEREIN AND THAT LENDER WOULD NOT HAVE CONSENTED TO THE LOAN ASSUMPTION BY NEW BORROWER AND THE EXTENSION OF CREDIT TO NEW BORROWER WITHOUT THIS JURY TRIAL WAIVER. ORIGINAL BORROWER AND NEW BORROWER HAVE EACH BEEN REPRESENTED BY AN ATTORNEY OR HAVE HAD AN OPPORTUNITY TO CONSULT WITH AN ATTORNEY IN CONNECTION WITH THE LOAN AND THE LOAN ASSUMPTION AND UNDERSTAND THE LEGAL EFFECT OF THIS JURY TRIAL WAIVER.
24.Bankruptcy of New Borrower. New Borrower, as a material inducement to Lender to enter into this Agreement, and in consideration of the mutual covenants contained in this Agreement, and for other good and valuable consideration, by its execution hereof covenants and agrees that in the event New Borrower shall (a) file any petition with any bankruptcy court or be the subject of any petition under the United States Bankruptcy Code (11 U.S.C. §101et seq., the “Code”), (b) file or be the subject of any petition seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal or state act or law relating to bankruptcy, insolvency or other relief for debtors, (c) have sought or consented to or acquiesced in the appointment of any trustee, receiver, conservator or liquidator, or (d) be the subject of any order, judgment or decree entered by any court of competent jurisdiction approving a petition filed against such party for any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future federal or state act or law relating to bankruptcy, insolvency or other relief for debtors, Lender shall thereupon be entitled, and New Borrower irrevocably consents, to the entry of an order by a bankruptcy court granting to Lender relief from any automatic stay imposed by Section 362 of the Code or otherwise, on or against the exercise of the rights and remedies otherwise available to Lender as provided in the Loan Documents, this Agreement or as otherwise provided by law or in equity, and New Borrower hereby irrevocably waives its right to object to, attempt to enjoin or otherwise interfere with such relief and the exercise and enforcement by Lender of its rights and remedies following entry of such order. Without limiting the generality of the immediately preceding sentence, New Borrower agrees that Lender will be entitled to and hereby consents to immediate relief from the automatic stay imposed by the Code to allow Lender to take any and all actions necessary, desirable or appropriate to enforce any rights Lender may have under the Loan Documents, including the right to possession of the Property, collection of rents, and/or the commencement or continuation of an action to foreclose Lender’s liens and security interests. New Borrower further agrees that the filing of any petition for relief under the Code which postpones, prevents, delays or otherwise hinders Lender’s efforts to collect the amounts due under the Note or to liquidate any of the collateral therefor shall be deemed to have been filed in bad faith, and shall therefore be subject to prompt dismissal or conversion to a case under Chapter 7 of the Code upon motion therefor by Lender. Further, New Borrower agrees that it will not seek, apply for or cause the entry of any order
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enjoining, staying, or otherwise prohibiting or interfering with Lender’s obtaining an order granting relief from the automatic stay and enforcement of any rights that Lender may have under the Loan Documents, including Lender’s right to possession of the Property, collection of rents and/or the commencement or continuation of an action to foreclose Lender’s liens and security interests under the Loan Documents.
25.Compliance with Interest Law. It is the intention of Original Borrower, New Borrower and Lender to conform strictly to the Interest Law (as hereinafter defined). Accordingly, New Borrower and Lender agree that any provisions contained in the Note or in any of the other Loan Documents to the contrary notwithstanding, the aggregate of all interest or consideration constituting interest under the Interest Law that is taken, reserved, contracted for, charged or received under the Note or under any of the Loan Documents or otherwise in connection with this Loan transaction shall under no circumstances exceed the maximum amount of interest allowed by the Interest Law. If any excess interest is provided for in the Note or in any of the other Loan Documents, then (a) the provisions of thisSection 25 shall govern and control, (b) neither New Borrower nor the successors or assigns of New Borrower shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount of interest allowed by the Interest Law, (c) any such excess shall be deemed a mistake and canceled automatically and, if theretofore paid, shall be credited against the indebtedness (or if the Note shall have been paid in full, refunded to New Borrower), and (d) the effective rate of interest shall be automatically subject to reduction to the Maximum Legal Rate of Interest (as hereinafter defined). To the extent permitted by the Interest Law, all sums paid or agreed to be paid to Lender for the use, forbearance or detention of the indebtedness shall be amortized, prorated, allocated and spread throughout the full term of the Note. For purposes of the Note, “Interest Law” shall mean any present or future law of the State of New York (meaning the internal laws of said State and not the laws of said State relating to choice of law), the United States of America or any other jurisdiction which has application to the interest and other charges under the Note or under any of the other Loan Documents and to the classification of New Borrower under such law. For purposes of the Note, the “Maximum Legal Rate of Interest” shall mean the maximum effective contract rate of interest that Lender may from time to time, by agreement with New Borrower, legally charge New Borrower and in regard to which New Borrower would be prevented from successfully raising the claim or defense of usury under the Interest Law as now or hereafter construed by courts of appropriate jurisdiction.
26.Terms Generally. (a) Each definition contained in this or any other Section of this Agreement shall apply equally to both the singular and plural form of the term defined. Each pronoun shall include the masculine, the feminine and the neuter form, whichever is appropriate to the context. The words “included,” “includes” and “including” shall each be deemed to be followed by the phrase “without limitation.” The words “herein,” “hereby,” “hereof” and “hereunder” shall each be deemed to refer to this entire Agreement and not to any particular Article or Section hereof. Notwithstanding the foregoing, if any law is amended so as to broaden the meaning of any term defined in it, such broader meaning shall apply subsequent to the effective date of such amendment. Where a defined term derives its meaning from a statutory reference, any regulatory definition is broader than the statutory reference and any reference or citation to a statute or regulation shall be deemed to include any amendments to that statute or regulation and judicial and administrative interpretations of it, and (b) any term used or defined in the New York Uniform Commercial Code, as in effect from time to time, which is not defined
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in this Agreement has the meaning given to that term in the New York Uniform Commercial Code, as in effect from time to time, when used in this Agreement.
27.Securities Act of 1933. Neither New Borrower nor any agent acting for New Borrower has offered the Note or any similar obligation of New Borrower for sale to, or solicited any offers to buy the Note or any similar obligation of New Borrower from, any person or party other than Lender, and neither New Borrower nor any agent acting for New Borrower will take any action which would subject the sale of the Note to the provisions of Section 5 of the Securities Act of 1933, as amended.
28.Compliance with ERISA. New Borrower is not an “employee benefit plan,” as defined in Section 3(3) of ERISA, subject to Title I of ERISA, and none of the assets of New Borrower constitutes or will constitute “plan assets” of one or more such plans within the meaning of 29 C.F.R. Section 2510.3-101. In addition, (a) New Borrower is not a “governmental plan” within the meaning of Section 3(32) of ERISA and (b) transactions by or with New Borrower are not subject to state statutes regulating investment of, and fiduciary obligations with respect to, governmental plans similar to the provisions of Section 406 of ERISA or Section 4975 of the Internal Revenue Code currently in effect, which prohibit or otherwise restrict the transactions contemplated by the Loan Documents.
29.Documentation Requirements, Sufficiency of Consents and Approvals. Each written instrument required by this Agreement or any of the other Loan Documents to be furnished to Lender shall be duly executed by the person or party specified (or where no particular person or party is specified, by such person or party as Lender shall require), duly acknowledged where required by Lender and, in the case of affidavits and similar sworn instruments, duly sworn to and subscribed before a notary public duly authorized to act in the premises by governmental authority; shall be furnished to Lender in one or more copies as required by Lender; and shall in all respects be in form and substance satisfactory to Lender and its legal counsel in their sole and absolute discretion. All title policies, surveys, appraisals and other evidence, information or documentation required by Lender shall be in form and substance satisfactory to Lender and its legal counsel in all respects in their sole and absolute discretion.
30.Evidentiary Requirements. Where evidence of the existence or non-existence of any circumstance or condition is required by this Agreement or any of the other Loan Documents to be furnished to Lender, such evidence shall in all respects be in form and substance reasonably satisfactory to Lender, and the duty to furnish such evidence shall not be considered satisfied until Lender shall have acknowledged in writing that it is satisfied therewith.
31.Number, Order and Captions Immaterial. The numbering, order and captions or headings of the several articles, sections and paragraphs of this Agreement, the Note and the other Loan Documents are for convenience of reference only and shall not be considered in construing such instruments.
32.ENTIRE AGREEMENT; COUNTERPARTS. THIS AGREEMENT AND THE LOAN DOCUMENTS CONTAIN THE ENTIRE AGREEMENT OF THE PARTIES HERETO WITH RESPECT TO THE ASSUMPTION OF THE LOAN BY NEW BORROWER AND LENDER’S CONSENT TO THE TRANSFER OF THE PROPERTY TO NEW BORROWER,
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AND SUPERSEDE ANY PRIOR WRITTEN OR ORAL AGREEMENTS BETWEEN OR AMONG THEM CONCERNING SAID SUBJECT MATTER. THERE ARE NO REPRESENTATIONS, AGREEMENTS, ARRANGEMENTS OR UNDERSTANDINGS, ORAL OR WRITTEN, BETWEEN OR AMONG THE PARTIES HERETO, RELATING TO THE SUBJECT MATTER CONTAINED IN THIS AGREEMENT, WHICH ARE NOT FULLY EXPRESSED HEREIN OR IN THE LOAN DOCUMENTS. THIS AGREEMENT MAY BE EXECUTED AND ACKNOWLEDGED IN MULTIPLE COUNTERPARTS FOR THE CONVENIENCE OF THE PARTIES, WHICH TOGETHER SHALL CONSTITUTE ONE AGREEMENT, AND THE COUNTERPART SIGNATURE AND ACKNOWLEDGMENT PAGES MAY BE DETACHED FROM THE VARIOUS COUNTERPARTS AND ATTACHED TO ONE COPY OF THIS AGREEMENT TO SIMPLIFY THE RECORDATION OF THIS AGREEMENT. THE REPRESENTATIONS, WARRANTIES, AND COVENANTS OF THIS AGREEMENT SHALL CONTINUE AND SURVIVE THE TRANSFER OF THE PROPERTY TO NEW BORROWER.
33.NO ORAL AGREEMENTS. THE WRITTEN LOAN DOCUMENTS, INCLUDING THIS AGREEMENT, REPRESENT THE FINAL AGREEMENT BETWEEN AND AMONG THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.
[NO FURTHER TEXT ON THIS PAGE - SIGNATURES TO FOLLOW]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their duly authorized representatives, all as of the day and year first above written.
| | | |
| NEW BORROWER: |
| | |
| 1334 YORK, LLC, |
| a Delaware limited liability company |
| | |
| By: | Sotheby’s, a Delaware corporation, |
| | its sole member |
| | |
| | By: | |
| | |
|
| | Name: |
| | Title: |
| | |
| ORIGINAL BORROWER: |
| | |
| 1334 YORK AVENUE L.P., a Delaware limited partnership |
| | |
| By: | 1334 GP II LLC, a Delaware limited liability company, its general partner |
| | |
| | By: | |
| | |
|
| | Name: |
| | Title: |
[SIGNATURES FOLLOW ON THE NEXT PAGE]
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| | | |
| LENDER: |
| | |
| WELLS FARGO BANK N.A., as Trustee for the Registered Holders of Banc of America Commercial Mortgage Inc., Commercial Mortgage Pass-Through Certificates, Series 2005-4 |
| | |
| By: | Bank of America, N.A., a national banking association, its authorized agent |
| | |
| | By: | |
| | |
|
| | Name: |
| | Title: |
| | |
| MERS: |
| | |
| MORTGAGE ELECTRONIC |
| REGISTRATION SYSTEMS, |
| a Delaware corporation |
| | |
| By: | |
| |
|
| Name |
| Title: |
| |
| ORIGINAL GUARANTOR: |
| | |
|
|
| Aby Rosen, an individual |
| | |
|
|
| Michael Fuchs, an individual |
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| | |
| NEW GUARANTOR: |
| | |
| SOTHEBY’S, a Delaware corporation |
| |
| By: | |
| |
|
| Name: |
| Title: |
Capital Markets Servicing Group
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ACKNOWLEDGMENT
| |
State of ____________________) | |
) | |
County of __________________) | |
On _______________________ before me, ______________________________________, personally appeared ______________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
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ACKNOWLEDGMENT
| |
State of ____________________) | |
) | |
County of __________________) | |
On _______________________ before me, ______________________________________, personally appeared ______________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
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ACKNOWLEDGMENT
| |
State of ____________________) | |
) | |
County of __________________) | |
On _______________________ before me, ______________________________________, personally appeared ______________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
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ACKNOWLEDGMENT
| |
State of ____________________) | |
) | |
County of __________________) | |
On _______________________ before me, ______________________________________, personally appeared ______________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
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ACKNOWLEDGMENT
| |
State of ____________________) | |
) | |
County of __________________) | |
On _______________________ before me, ______________________________________, personally appeared ______________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
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ACKNOWLEDGMENT
| |
State of ____________________) | |
) | |
County of __________________) | |
On _______________________ before me, ______________________________________, personally appeared ______________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
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ACKNOWLEDGMENT
| |
State of ____________________) | |
) | |
County of __________________) | |
On _______________________ before me, ______________________________________, personally appeared ______________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
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ACKNOWLEDGMENT
| |
State of ____________________) | |
) | |
County of __________________) | |
On _______________________ before me, ______________________________________, personally appeared ______________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
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ACKNOWLEDGMENT
| |
State of ____________________) | |
) | |
County of __________________) | |
On _______________________ before me, ______________________________________, personally appeared ______________________________, personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.
WITNESS my hand and official seal.
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EXHIBIT A
LEGAL DESCRIPTION
ALL that certain plot, piece or parcel of land, situate, lying and being in the Borough of Manhattan, City, County and State of New York, bounded and described as follows:
BEGINNING at the corner formed by the intersection of the easterly side of York Avenue (formerly Avenue A) and the southerly side of 72nd Street;
RUNNING THENCE in a southerly direction along the easterly side of York Avenue 204 feet 4 inches to the corner formed by the intersection of the easterly side of York Avenue and the northerly side of 71st Street;
RUNNING THENCE in a easterly direction along the northerly side of 71st Street 198 feet;
THENCE in a northerly direction and parallel with York Avenue 204 feet 4 inches to the southerly side of 72nd Street; and
THENCE in a westerly direction along the southerly side of 72nd Street 198 feet to the point or place of BEGINNING.
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Schedule 2.2(b)
(Amortization Schedule)
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