LETTER OF TRANSMITTAL
To Tender Participation Units of $5,000 Original Investment
in LLC Member Interests
of
250 West 57th St. Associates L.L.C.
Pursuant to the Offer to Purchase
March 8, 2007
of
Wien & Malkin 250 West 57th St. Acquisition L.L.C.
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THE OFFER, PRORATION PERIOD AND WITHDRAWAL RIGHTS WILL EXPIRE AT
12:00 MIDNIGHT, NEW YORK CITY TIME, ON
APRIL 10, 2007 (THE "EXPIRATION DATE"), UNLESS THE OFFER
IS EXTENDED.
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Holders of Units desiring to tender their Units should complete and sign this
Letter of Transmittal and forward it to the Depositary at the address or
facsimile number set forth below. Instructions for completing this Letter of
Transmittal are included herein, and a pre-addressed envelope to the Depositary
is provided herewith.
The Depositary for the Offer is:
American Stock Transfer & Trust Company
By Mail: By Facsimile By Hand or Overnight Courier:
Transmission:
6201 15th Avenue 718-765-8732 6201 15th Avenue
Brooklyn, New York 11219 Brooklyn, New York 11219
Attention: Reorg Attention: Reorg Administration
Administration For Confirmation Only Telephone:
718-921-8282
If you have any questions or need assistance in completing the Letter of
Transmittal, please call Wien & Malkin 250 West 57th St. Acquisition L.L.C.,
Attention: Alvin Silverman at (212) 687-8700.
Delivery of this Letter of Transmittal or any other required documents to an
address other than the one set forth above or transmission of instruction via
facsimile other than as set forth above does not constitute valid delivery.
PLEASE CAREFULLY READ THE ACCOMPANYING INSTRUCTIONS
CAPITALIZED TERMS USED HEREIN AND NOT DEFINED SHALL HAVE THE MEANINGS GIVEN TO
THEM IN THE OFFER TO PURCHASE PARTICIPATION UNITS OF LLC MEMBER INTERESTS OF
250 WEST 57TH ASSOCIATES L.L.C. DATED MARCH 8, 2007, AS IT MAY BE AMENDED FROM
TIME TO TIME (THE "OFFER TO PURCHASE").
Ladies and Gentlemen:
The undersigned ("Assignor" or the "undersigned") hereby tenders to Wien &
Malkin 250 West 57th St. Acquisition L.L.C., a Delaware limited liability
company ("Assignee" or "Wien & Malkin"), the number of the undersigned's
Participations of $5,000 original investment in LLC Member Interests (the
"Units") specified below in 250 West 57th St. Associates L.L.C., a New York
limited liability company ("Associates") at a price of $20,000 per Unit, net to
the seller in cash, less the amount of any distributions with respect to the
Units made or declared between March 8, 2007 and April 10, 2007 or such other
date to which the Offer may be extended (the "Expiration Date"), upon the terms
and subject to the conditions set forth in the Offer to Purchase, receipt of
which is hereby acknowledged, and in this Letter of Transmittal (which, together
with any supplements or amendments, collectively constitute the "Offer"). Wien &
Malkin reserves the right to transfer or assign, in whole or from time to time
in part, to one or more of its affiliates, the right to purchase Units tendered
pursuant to the Offer, but any such transfer or assignment will not relieve Wien
& Malkin of its obligations under the Offer or prejudice the rights of the
undersigned to receive payment for Units validly tendered and accepted for
payment pursuant to the Offer.
Holders of Units who tender their Units hereunder will not be obligated to
pay transfer fees, brokerage fees, or commissions on the sale of the Units.
Subject to and effective upon acceptance for payment of and payment for the
Units tendered hereby, the undersigned hereby sells, assigns and transfers to or
upon the order of Wien & Malkin all right, title and interest in and to all of
the Units tendered hereby, subject to the proration provisions of the Offer,
including, without limitation, all rights in, and claims to, any voting rights,
profits and losses, cash distributions made or declared with a record date after
the Expiration Date and other benefits of any nature whatsoever distributable or
allocable to such tendered Units under the Operating Agreement of Associates
(the "Operating Agreement").
The undersigned irrevocably appoints Wien & Malkin and its designees, as
the attorneys-in-fact and proxies of the undersigned, each with full power of
substitution, to exercise all voting and other rights with respect to the Units
tendered by the undersigned and accepted for payment by Wien & Malkin,
including, without limitation, to deliver such Units and transfer ownership of
such Units on Associates' books maintained by the supervisor of Associates and
to receive all benefits and otherwise exercise all rights of beneficial
ownership of such Units, all in accordance with the terms of the Offer. Such
power of attorney and proxy shall be considered coupled with an interest in the
tendered Units and is irrevocable. Such appointment is effective only upon Wien
& Malkin's acceptance for payment of such Units. Wien & Malkin and its designees
will, with respect to the Units, be empowered to exercise all the undersigned's
voting and other rights as they, in their sole discretion, may deem proper at
any meeting of the Associates' members, by written consent or otherwise. The
proxy and power granted to Wien & Malkin and its designees may be exercised by
Wien & Malkin or its designees acting alone. In addition to and without limiting
the generality of the foregoing, the undersigned, with respect to the Units
tendered by the undersigned and accepted for payment by Wien & Malkin, hereby
irrevocably: (a) appoints any person nominated by Wien & Malkin and its
designees (the "Agent"), as the undersigned's attorney-in-fact, with an
irrevocable instruction to the Agent to execute all or any instruments of
transfer and/or other documents in the Agent's discretion in relation to the
Units tendered hereby and to make all elections and do all such other acts and
things as may in the opinion of the Agent be necessary or expedient for the
purpose of, or in connection with, the undersigned's acceptance of the Offer and
to vest in Wien & Malkin, or as it may direct, those Units to Wien & Malkin or
Wien & Malkin's nominee; (b) assigns to Wien & Malkin and its assigns all of the
right, title and interest of the undersigned in and to any and all distributions
with respect to the Units made or declared by Associates with a record date
after the Expiration Date; and (c) agrees not to exercise any rights pertaining
to the Units without the prior consent of Wien & Malkin.
The undersigned hereby represents and warrants for the benefit of
Associates and Wien & Malkin that the undersigned owns the Units tendered hereby
and has full power and authority to validly tender, sell, assign and transfer
the Units tendered hereby and that when the same are accepted for payment by
Wien & Malkin, Wien & Malkin will acquire good, marketable and unencumbered
title thereto, free and clear of all liens, restrictions, charges, encumbrances,
conditional sales agreements or other obligations relating to the sale or
transfer thereof, and such Units will not be subject to any adverse claims and
that the transfer and assignment contemplated in this Letter of Transmittal are
in compliance with all applicable laws and regulations. The undersigned further
represents and warrants that the undersigned is a "United
States person," as defined in section 7701(a)(30) of the Internal Revenue Code
of 1986, as amended. Upon request, the undersigned will execute and deliver any
additional documents deemed by the Depositary or Wien & Malkin to be necessary
or desirable to complete the assignment, transfer and purchase of Units tendered
hereby and otherwise in order to complete the transactions, transfers and
admissions to Associates contemplated in this Letter of Transmittal.
The undersigned understands that a tender of Units pursuant to the
procedures described in "The Offer--Section 4" of the Offer to Purchase and in
the Instructions hereto will constitute a binding agreement between the
undersigned and Wien & Malkin upon the terms and subject to the conditions of
the Offer. All authority herein conferred or agreed to be conferred shall
survive the death or incapacity of the undersigned, and any obligation of the
undersigned under this Letter of Transmittal shall be binding upon the heirs,
personal representatives, successors and assigns of the undersigned. Except as
stated in the Offer, this tender is irrevocable.
SIGN HERE TO TENDER YOUR UNITS
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The undersigned holder of Units (or authorized person signing on behalf of the
registered holder of Units), as Assignor, hereby tenders the number of Units
specified below pursuant to the terms of the Offer. The undersigned hereby
certifies, under penalties of perjury, that the information and representations
provided in Boxes A and B of this Letter of Transmittal, which have been duly
completed by the undersigned, are true and correct as of the date hereof.
X Address:
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X
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Signature(s) of holder of Units (Include Zip Code)
(Must be signed by registered holders
of Units exactly as name(s) appear(s) in (The address provided above must be
Associates' records. If signature is by the registered address of the
an officer of a corporation, attorney- signature holder of Units, or else
in-fact, agent, executor, administrator, a guarantee is required below.)
trustee, guardian or other person(s)
acting in fiduciary or representative
capacity, please complete the line captioned
"Capacity (Full Title)" and seeInstruction 5.)
Date:
-----------------------------------
In addition to signing your name above,
PLEASE PRINT YOUR NAME(S) in the following -------------- ------------------
space: Area Code and Social Security No.
- -------------------------------------- Telephone or Employer
Number Identification No.
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Number of Number of
Units Tendered (1 Units Owned (1
Unit per $5,000 Unit per $5,000
of Original of Original
Investment) Investment)
:_______________ :_______________
Capacity (Full [ ] SELL ALL OR NONE (check this box if
Title):_____________________ you wish to sell your Units ONLY if ALL
your Units will be purchased)
(If no indication is given, all units
owned of record by the holder of Units
will be deemed tendered.)
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GUARANTEE OF SIGNATURE(S)
(If Required-See Instruction 1)
Authorized
Signature: Name of Firm:
---------------------------- -------------------------
Name: Address:
--------------------------------- ------------------------------
Date: Area Code and Tel. No.:
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IMPORTANT!
Holders of Units must also complete both BOX A and BOX B below.
BOX A
SUBSTITUTE
Form W-9
Department of the Treasury
Internal Revenue Service
Payer's Request for Taxpayer
Identification Number ("TIN") and
Certification
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Name of Assignor
_______________________________________________________________________________
Business Name, if different from above
_______________________________________________________________________________
Check appropriate box:
[ ] Individual/Sole proprietor [ ]Corporation [ ] Partnership [ ] Other________
Address
_______________________________________________________________________________
City, state, and ZIP code
_______________________________________________________________________________
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Part 1 -- Taxpayer Identification
Number -- Please provide your TIN in the -----------------------------
box at right and certify by signing Social Security Number
and dating below.
If awaiting TIN, write "Applied For." OR
------------------------------
Employer Identification Number
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PART 2 -- For Payees Exempt from Backup Withholding -- Check the box if you are
NOT subject to backup withholding.
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PART 3 -- Certification -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct taxpayer identification number
(or I am waiting for a number to be issued to me),
(2) I am not subject to backup withholding because: (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a
failure to report all interest or dividends, or (c) the IRS has notified me
that I am no longer subject to backup withholding, and
(3) I am a U.S. person (including a U.S. resident alien).
Certification Instructions. -- You must cross out item 2 above if you have been
notified by the IRS that you are currently subject to backup withholding
because you have failed to report all interest and dividends on your tax
return.
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The Internal Revenue Service does not require your consent to any provision of
this document other than the certifications required to avoid backup
withholding.
Signature __________________________________ Date______________________
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NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 28% OF
ANY PAYMENTS MADE TO YOU PURSUANT TO THE TENDER. IN ADDITION, FAILURE TO PROVIDE
SUCH INFORMATION MAY RESULT IN A PENALTY IMPOSED BY THE INTERNAL REVENUE
SERVICE. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU WROTE "APPLIED FOR"
INSTEAD OF A TIN IN THE SUBSTITUTE FORM W-9
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CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number by the time of payment, 28% of all
reportable payments made to me will be withheld until I provide a number.
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Signature Date
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BOX B
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FIRPTA AFFIDAVIT-CERTIFICATE OF NON-FOREIGN STATUS OF ASSIGNOR
Section 1445 of the Internal Revenue Code provides that a transferee of a
U.S. real property interest must withhold tax if the
transferor is a foreign person. To inform the transferee that withholding of tax
is not required upon this disposition of a U.S. real property
interest, the undersigned hereby certifies the following on behalf of the
tendering holder of Units named below:
1. The holder of Units, if an individual, is not a nonresident alien for
purposes of U.S. income taxation, and if not an individual, is not a
foreign corporation, foreign partnership, foreign trust, or foreign estate
(as those terms are defined in the Internal Revenue Code and Income Tax
Regulations);
2. The name of the holder of Units is _______________________________________;
3. The holder of Unit's Social Security Number (for individuals) or Employer
Identification Number (for non-individuals) is
_____________________________________________________________________;and
4. The holder of Unit's home address (in the case of an individual) or office
address (in the case of an entity) is
______________________________________________________________________________.
I understand that this certification may be disclosed to the Internal
Revenue Service by the transferee and that any false statement I have made here
could be punished by fine, imprisonment, or both.
Under penalties of perjury I declare that I have examined this
certification and to the best of my knowledge and belief it is true, correct and
complete, and if the holder of Units is not an individual, I further declare
that I have authority to sign this document on behalf of the holder of Units.
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Signature Date
Title:______________________________
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INSTRUCTIONS
to
LETTER OF TRANSMITTAL
for
Wien & Malkin 250 West 57th St. Acquisition L.L.C.
Forming Part of Terms and Conditions of the Offer
1. GUARANTEE OF SIGNATURES. No signature guarantee is required if the
Letter of Transmittal is signed by the registered holder of the Units tendered
therewith and the holder has not completed either the box captioned "Special
Payment Instructions" or the box captioned "Special Delivery Instructions"
below. If a Unit certificate is registered in the name of the person other than
the person executing the Letter of Transmittal, or if payment is to be made to a
person other than the person executing the Letter of Transmittal, or if payment
is to be made to a person other than the registered holder, then the certificate
must be endorsed or accompanied by an appropriate power, in either case signed
exactly as the name of the registered holder appears on the certificate, with
the signature guaranteed by an eligible guarantor institution.
2. DELIVERY OF LETTER OF TRANSMITTAL. The Letter of Transmittal is to be
completed by all holders of Units who wish to tender Units in response to the
Offer. For a holder of Units validly to tender Units, a properly completed and
duly executed Letter of Transmittal (or a facsimile thereof), along with any
required signature guarantees and any other required documents, must be received
by the Depositary at one of its addresses set forth herein on or prior to the
Expiration Date.
THE LETTER OF TRANSMITTAL OR FACSIMILE COPY THEREOF (TOGETHER WITH ALL
OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE DEPOSITARY ON OR PRIOR TO THE
EXPIRATION DATE. THE METHOD OF DELIVERY OF THE LETTER OF TRANSMITTAL AND ALL
OTHER REQUIRED DOCUMENTS IS AT THE OPTION AND RISK OF THE TENDERING HOLDER OF
UNITS AND DELIVERY WILL BE DEEMED MADE ONLY WHEN ACTUALLY RECEIVED BY THE
DEPOSITARY. IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY
DELIVERY.
No alternative, conditional or contingent tenders will be accepted. All
tendering holders of Units, by execution of the Letter of Transmittal (or
facsimile thereof), waive any right to receive any notice of the acceptance of
their Units for payment.
3. INADEQUATE SPACE. If the space provided in this Letter of Transmittal is
inadequate, additional information may be provided on a separate signed schedule
attached hereto.
4. MINIMUM TENDERS. A holder of Units may tender any or all of his Units in
whole or in part.
5. SIGNATURES ON LETTER OF TRANSMITTAL. If the Letter of Transmittal is
signed by the registered holder(s) of the Units tendered hereby, the
signature(s) must correspond exactly with the name(s) as shown on the records of
Associates without alteration, enlargement or any change whatsoever.
If any of the Units tendered hereby are held of record by two or more joint
holders, all such holders must sign the Letter of Transmittal.
If the Letter of Transmittal is signed by trustees, executors,
administrators, guardians, attorneys-in-fact, agents, officers of corporations
or others acting in a fiduciary or representative capacity, such persons should
so indicate when signing, and proper evidence satisfactory to the Depositary of
their authority so to act must be submitted.
6. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS. Unless otherwise indicated
under "Special Payment Instructions", the check for the purchase price of any
Units purchased will be issued in the name(s) of the undersigned. Similarly,
unless otherwise indicated under "Special Delivery Instructions", the check for
the purchase price of any Units purchased will be mailed to the undersigned at
the address shown below the undersigned's signature(s). In the event that both
"Special Payment Instructions" and "Special Delivery Instructions" are
completed, the check for the purchase price of any Units purchased will be
issued in the name(s) of, and mailed to, the person(s) so indicated. The
undersigned recognizes that Wien & Malkin has no obligation, pursuant to the
"Special Payment Instructions", to transfer any Units from the name of the
registered holder(s) thereof if Wien & Malkin does not accept for payment any of
the Units so tendered. If a check is to be issued in the name(s) of a person(s)
other than the undersigned or if a check is to be mailed to someone other than
the undersigned or to an address other than that shown on the Letter of
Transmittal, signature guarantees are required. See Section 1.
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SPECIAL PAYMENT INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
To be completed ONLY if the check To be completed ONLY if the check
for the purchase price of Units for the purchase price of Units
purchased (less the amount of any purchased (less the amount of any
federal income and backup withholding federal income and backup withholding
tax required to be withheld) is to be tax required to withheld) is to be
issued in the name of someone other mailed to someone other be undersigned
than the than the undersigned. or to the undersigned at an address
other than that shown below the
undersigned's signature(s).
Issue check to: Mail check to:
- ------------------------------------ ------------------------------------
Name: Name:
(Please print) (Please print)
- ------------------------------------ ------------------------------------
Address Address
- ------------------------------------ ------------------------------------
- ------------------------------------- -------------------------------------
Taxpayer Identification Number Taxpayer Identification Number
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7. WAIVER OF CONDITIONS. Wien & Malkin expressly reserves the absolute
right, in its sole discretion, to waive any of the specified conditions of the
Offer, in whole or in part, in the case of any Units tendered.
8. REQUESTS FOR ASSISTANCE AND ADDITIONAL COPIES. Questions or requests for
assistance may be directed to Wien & Malkin, Attention: Alvin Silverman at (212)
687-8700. Copies of the Offer to Purchase and the Letter of Transmittal may be
obtained from Wien & Malkin, Attention: Melanie Boruch at 212-687-8700.
9. SUBSTITUTE FORM W-9. Each tendering holder of Units is required to
provide the Depositary with a correct taxpayer identification number ("TIN"),
generally the holder's social security or federal employer identification
number, on Substitute Form W-9, which is provided above. Each tendering holder
of Units must cross out item (2) in the Certification box on the Substitute Form
W-9 if such holder is subject to backup withholding. Failure to provide the
information on the form may subject such tendering holder of Units to 28 percent
federal income tax withholding on the payments made to the holder of Units or
other payee with respect to Units purchased pursuant to the Offer. The box in
Part 1 of the form may be completed by writing "Applied For" if the tendering
holder of Units has not been issued a TIN and has applied for a TIN or intends
to apply for a TIN in the near future. If the box in Part 1 is completed by
writing "Applied For", backup withholding, if applicable, will begin 7 days
after the Depositary receives an Awaiting TIN Certification and will continue
until such holder furnishes his TIN. If within 60 days the Depositary receives
such holder's TIN on a new Internal Revenue Service Form W-9 or copy of the
Substitute Form W-9 provided above, the Depositary will return amounts withheld
through the date such Internal Revenue Service Form W-9 or copy of the
Substitute Form W-9 is received.
10. FIRPTA AFFIDAVIT. To avoid potential withholding of tax pursuant to
Section 1445 of the Internal Revenue Code in an amount equal to 10% of the
purchase price for Units purchased pursuant to the Offer, plus the amount of any
liabilities of Associates allocable to such Units, each holder of Units who or
which is a United States person must complete the FIRPTA Affidavit contained in
the Letter of Transmittal stating, under penalties of perjury, such holder's TIN
and address, and that such holder is not a foreign person. Tax withheld under
Section 1445 of the Internal Revenue Code is not an additional tax. If
withholding results in an overpayment of tax, a refund may be obtained from the
Internal Revenue Service.
11. VALIDITY OF THE LETTER OF TRANSMITTAL. Wien & Malkin will determine, in
its sole discretion, all questions as to the form of documents and the validity,
eligibility (including time of receipt) and acceptance for payment of any tender
of Units, and Wien & Malkin's determination shall be final and binding. Wien &
Malkin reserves the absolute right to reject any or all tenders of Units that it
determine not to be in proper form or the acceptance for payment of or payment
for which may, in the opinion of its counsel, be unlawful. Wien & Malkin also
reserves the absolute right to waive any defect or irregularity in any tender of
Units. None of Wien & Malkin, the Depositary or any other person will be under
any duty to give notification of any defect or irregularity in tenders or waiver
of any such defect or irregularity or incur any liability for failure to give
any such notification.
12. TRANSFER DOCUMENT REQUIRED BY ASSOCIATES. Each tendering holder of
Units is also required to execute as Assignor, and insert the date, on the
signature page of the Transfer Agreement, attached hereto as Exhibit A, which is
required by Associates in connection with the transfer of Units and which shall
be countersigned by Wien & Malkin or its designee upon completion of the
purchase of such Units pursuant to the Offer.
QUESTIONS AND REQUESTS FOR ASSISTANCE MAY BE DIRECTED TO WIEN & MALKIN AT
ITS ADDRESS AND TELEPHONE NUMBER LISTED BELOW. ADDITIONAL COPIES OF THE OFFER TO
PURCHASE, THE LETTER OF TRANSMITTAL AND OTHER TENDER OFFER MATERIALS MAY BE
OBTAINED BY CALLING MELANIE BORUCH AT 212-687-8700 AT WIEN & Malkin LLC and will
BE FURNISHED PROMPTLY AT WIEN & Malkin's expense. You may also contact your own
ADVISOR FOR ASSISTANCE CONCERNING THIS OFFER.
THE ASSIGNEE IS:
Wien & Malkin 250 West 57th St. Acquisition L.L.C. or its designee
c/o Wien & Malkin LLC
60 East 42nd Street
New York, NY 10165
Attention: Alvin Silverman
Phone: (212) 687-8700
Exhibit A
A S S I G N M E N T
Pursuant to the Letter of Transmittal (capitalized terms used herein as
therein) and subject to and effective upon acceptance for payment of, and
payment for, the Units tendered thereunder, the undersigned Assignor hereby
assigns, transfers, grants and releases unto the undersigned Assignee, with an
address at 60 East 42nd Street, New York, New York 10165, an interest in the
number of Units so tendered, subject to the proration provisions of the Letter
of Transmittal (it being understood that each whole Unit represents an original
capital contribution of $5,000) as a Participant, in and to the premises known
as the Fisk Building, located at 1767-69 Broadway, 250 West 57th Street and
956-962 Eighth Avenue, New York, New York, and in and to its interest in 250
WEST 57TH ST. ASSOCIATES L.L.C. (the "LLC"), together with all rights to overage
rent, if any, for the portion of the current calendar year which is prior to the
date of this assignment, and in and to that certain joint venture agreement,
dated as of September 30, 1953.
Assignor warrants and represents that the interest assigned hereby has not
been previously assigned, transferred, pledged or otherwise disposed of, and
that said interest is owned by Assignor free and clear of any liens or
encumbrances.
Assignor hereby confirms and Assignee hereby agrees that no claim by any
holder of the aforesaid interest has arisen or now exists against the aforesaid
joint venture, LLC, its Agents, or its supervisor (or their predecessors or
affiliates) for breach of any agreement or duty at any time prior the date of
this assignment.
Assignee hereby accepts this assignment and transfer, and agrees to be
bound by the aforesaid joint venture agreement and any amendments thereto, by
all established prior practices of the aforesaid joint venture, LLC, Agent, and
supervisor (and their predecessors and affiliates), and by all consents
heretofore given by Participants thereunder.
IF AND ONLY IF ASSIGNEE IS AN INDIVIDUAL AND IS OR BECOMES A NON-RESIDENT
OF NEW YORK STATE: Assignee (i) agrees that the LLC will pay on behalf of
Assignee New York State estimated income tax attributable to the aforesaid
interest, as required by applicable law, and Assignee will reimburse the LLC on
demand for any such payment and (ii) authorizes Agent and the LLC to withhold
from Assignee's future distributions on the aforesaid interest any such
unreimbursed estimated tax paid by the LLC on behalf of Assignee. WHETHER OR NOT
ASSIGNEE IS AN INDIVIDUAL OR IS OR BECOMES A NON-RESIDENT Of NEW YORK STATE,
Assignee (iii) acknowledges that any unreimbursed New York State estimated
income tax which may be payable by Assignor to the LLC, will be withheld from
future distributions to Assignee in order that the LLC may recoup such payment
in full.
Each of Assignor and Assignee represent and warrants as to itself that (i)
it does not own any direct or indirect beneficial interest in the other, (ii) it
is not listed on the current list maintained and published by the United States
Department of the Treasury, Office of Foreign Assets Control (commonly known as
the OFAC List) or otherwise qualifies as a person with whom business by a United
States citizen or resident is prohibited (a "specifically designated national
and blocked person"), and (iii) neither it nor any person who owns any direct or
indirect beneficial interest in it or in whom it has an interest is in violation
of any anti-money laundering or anti-terrorism statute, including, without
limitation, the Uniting and Strengthening America by Providing Appropriate Tools
Required to Intercept and Obstruct Terrorism Act of 2001, U.S. Public Law 107-56
(commonly known as the USA PATRIOT Act), and the related regulations issued
thereunder, including temporary regulations, all as amended from time to time.
The representations and covenants being made in this paragraph shall inure to
the benefit of all parties hereto and any person who now or shall in the future
prepare this or any other instrument of assignment and/or facilitate the
transfer of the interest being transferred hereby.
Assignee agrees that it shall not further sell, assign, convey or otherwise
dispose of the interest being assigned hereby or any interest therein to any
specifically designated national and blocked person who may hereafter from time
to time be so designated.
Assignor and Assignee hereby agree to indemnify and hold harmless the LLC,
its Agents and its supervisor against any claim or liability, including
reasonable attorneys' fees, relating to or arising out of this assignment.
All terms of this assignment shall be enforceable by and for the benefit of
each of Assignor, Assignee, and the aforesaid joint venture, LLC, Agent, and
supervisor (and their predecessors, successors, and affiliates), it being
understood that each of them is relying upon such terms in accepting and
effecting the assignment hereunder.
Dated: ________________,
Witnesses:
- -------------------------- --------------------------------
Assignor
- -------------------------- --------------------------------
Assignee Social Security or Tax
Identification Number#________________