557 - New York Real Estate News - The Real Deal

557

relating to, this Agreement. To the extent permitted by applicable law, Owner and Developer hereby waive trial by jury in any action or proceeding, and with respect to any claim asserted in any such action or proceeding, brought by either of the parties against the other on any matter whatsoever arising out of or in any way connected with this Agreement, the relationship of Owner and Developer, any claim of injury or damage, or any emergency or other statutory remedy with respect thereto. Owner and Developer each hereby agree and consent that, in addition to any methods of service of process provided for under applicable law, all service of process in any such suit, action or proceeding in any New York State or Federal court sitting in the Borough of Manhattan, City of New Yark may be made by certified or registered mail, return receipt requested, directed to such party at the address indicated in Section 18 hereof, and service so made shall be complete three (3) days after the same shall have been mailed.

27. Non-Waiver of Performance. Any failure by a party hereto (collectively and/or individually referred to herein as the "non-waiving party") to insist upon the strict performance by the other party hereto of any of the provisions of this Agreement shall not be deemed a waiver of any of the provisions hereof, and the nonwaiving party, notwithstanding such failure, shall have the right thereafter to insist upon the strict performance by the other party of any and all of the provisions of this Agreement to be perfonned by the other party.

28. Pronouns, etc. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons may require. The terms "herein," "hereof," or "hereunder" or similar terms used in this Agreement refer to this entire Agreement and not to the particular provision in which the term is used unless a contrary intent is expressly set forth.

29. Counterparts. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original, but all of which taken together shall be construed as and shall constitute but one and the same instrument.

30. Severability. If any term of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law, with the parties hereto covenanting nonetheless to negotiate in good faith, in order to agree upon the terms of a mutually satisfactory provision to be substit:Uted for the term or provision which is void or unenforceable.

31. Captions; Headings. The captions, paragraph headings, titles and sections of this Agreement are inserted for convenience only and shall not in any way affect the meaning or construction of any provision of this Agreement.

32. Exhibits and Schedules. Each of the exhibits and schedules referred to herein and attached hereto is incorporated herein by this reference.

NY 242825382v6140751 010100

[Signature Page Follows]

21

558

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

OWNER:

TS CORP.

By: _ _L~~~'::::'::'.'4::::::_ __ _ Name: Michael Osheowitz Title: President

DEVEL() PER:

EAST 22ND ST. ACQUISITION HOLDINGS LLC

By: __________ _

Name: Ian Bruce Eichner Title: Authorized Signatory

Signature Page to 33 E 22"d Stt'eet CMEA

559

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of the day and year first above written.

OWNER:

33 EAST 22ND STREET TENANTS CORP.

By:._~~~~~~~~~~~~~ Name: Michael Osheowitz Title: President

DEVELOPER:

EAST 22ND ST.

By:.~-f.~~-,6....L.~~~Name: Ian Bruce ichner Title: Authorized Signatory

Signature Page to 33 E 22'' Street CMEA

560

STATE OF NEW YORK ) )ss.:

COUNTY OF NEW YORK ) :)

On the _/__ day of 'J.,,.0~ in the year 2012' before me, the undersigned, personally appeared f1,«:L ~1 D5Luv..'f''l , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(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 capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person or entity upon behalf of which the individual(s) acted, executed the instrument.

STATE OF NEW YORK ) )ss.:

COUNTY OF NEW YORK )

On the day of in the year 2012 before me, the undersigned, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person or entity upon behalf of which the individual acted, executed the instrument.

Notary Public

Signature Page to 33 E 22"' Street CMEA

561

STATEOFNEWYORK ) )ss.:


On the day of in the year 2012 before me, the undersigned, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(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 capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person or entity upon behalf of which the individual(s) acted, executed the instrument.

Notary Public

STATEOFNEWYORK ) )ss.:


On the }/ day of =7:::1 in the year 201,j'. before me, the undersigned, personally appeared ;fJr.-., ~,. f,'c,hv,. , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person or entity upon behalf of which the individual acted, executed the instrument.

~ tfo'iar~ SHARON H. MCCULLOCH

Notary Public. Stata of New Yorl< No 01MC6224121

Oualllleo In New York County Comm Inion Expires. June 28, 2014

Signature Page to 33 E 22"' Street CMEA

562

EXHIBIT "A"

Legal Description - Owner Land

Block 851Lot28:

ALL that certain plot, piece or parcel ofland situate, lying and being in the Borough of Manhattan, City, County and State of New York, bounded and described as follows:

BEGINNING at a point on the Northerly side of East 22nd Street, distant 175 feet Westerly from the comer formed by the intersection of the Northerly side of East 22nd Street and the Westerly side of Park Avenue South (formerly known as 4th Avenue);

RUNNING THENCE Northerly parallel to Park Avenue South, part of the way through a party wall, 98 feet 9 inches to the center line of the block;

THENCE Westerly along the center line of the block 98 feet;

THENCE Southerly again parallel with Park Avenue South and part of the distance through another party wall 98 feet 9 inches to the Northerly side of East 22nd Street; and

THENCE Easterly along the Northerly side of East 22nd Street, 98 feet to the point or place of BEGINNING.

25 NY 242825382v6 140751 010100

563

EXHIBIT "B"

Legal Description - Developer Land

Block 851 Lot 32:

ALL that certain plot, piece or parcel ofland, situate, lying and being in the Borough of Manhattan, City, County and State ofNew York, bounded and described as follows:

BEGINNING at a point on the northerly side of 22nd Street, which is distant 125 feet westerly from the comer formed by the intersection of the westerly side of Park Avenue South formerly Fourth Avenue, with the said northerly side of 22nd Street;

RUNNING THENCE northerly parallel with Park Avenue South and part of the distance through a party wall, a distance of98 feet 9 inches to the center line of the block;

RUNNING THENCE westerly along the center line of the block and parallel with 22nd Street, a distance of 50 feet to a point opposite the center line of a party wall;

RUNNING THENCE southerly and part of the distance through the center line of a party wall and parallel with Park Avenue South, a distance of 98 feet 9 inches to the northerly side of 22nd Street, and

THENCE easterly along the northerly side of 22nd Street, a distance of 50 feet to the point or place of BEGINNING.

26 NY 242825382v6 140751 010100

564

565

EXHIBIT "14"

FORMW-9

#26101445~v6

566

567

Fonn W-9 Request for Taxpayer Give Fonn to the (Rev. August 2013) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service

Name (as shown on your Income tax retum)

"' Business name/disregarded entity name, If different from above

w c. Check appropriate box for federal tax classification: Exemptions (see lnstn.Jctlons): c 0 D Individual/sole proprietor D C Corporation D s Co<poratk•n D PannO>"Shlp 0 TrusVestate !! Exempt payee code (If any)

~1 D Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnershlp) 9'> Exemption from FATCA reporting

code [rt any) 'C- D Other (see instructions) • ... u

!E Address (number, street, and apt. or suite no.) Requesters name and address (optional)

!. ., City, state, and ZiP code ll

(/)

List account number(s) here (optlonao

. Taxoayer Identification Number (TIN) I Social security number I Enter your TIN In the app~opriate box. The TIN i;>rovided must match ~he name given on the "Name" line

to avoid backup wtthhold1ng. For Individuals, this ls your social secunty number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I Instructions on page 3. For other entities, it Is your employer Identification number (EIN). lf you do not have a number, see Haw to get a TINonpage3.

[I]] -CD -I I I I I Note. If the account is in more than one name, see the chart on page 4 for guidellnes on whose number to enter.

I Employer identification number I

~ -! I I I I I I I l:tftjjll 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), and

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 fallure 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. citizen or other U.S. person (defined below), and 4. The FATCA code(s) entered on this form flf any) indicating that I am exempt from FATCA reporting is correct. Certfftcation 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. For real estate transactions, Item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 3.

Sign I Signature of Here . u.s. person• Date•

General Instructions Section references are to the Internal Revenue Code unless otherwise noted.

Future developments. The IRS has created a page on IRS.gov for information about Form W-9, at www.irs.gov/w9. lnfonnatioo about any future developments affecting Form W-9 (such as fegislatioo enacted after we release It) wm be posted on that page.

Purpose of Form A person who ls required to file an infonnation return with the tAS must obtain your correct taxpayer Identification number (TIN) to report, for example, income paid to you, payments made to you ln settlement of payment card and third party network transactions, real estate transactions, mortga{le interest you paid, acquisition or abandonment of secured property, cancellatioo of debt, or contributions you made to an IRA.

Use Form W-9 only If you are a U.S. person Qncludfng a resident alien), to provide your correct TIN to the person requesting It (the requester) and, when appltcable, to:

1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued),

2. Certify that you are not subject to backup wlthhofding, or

3. Claim exemption from backup withholding If you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the

withholding tax on foreign partners' share of effectively connected Income, and

4. Certify that FATCA code(s) entered on this form {If any) Indicating that you are exempt from the FATCA reporting, la correct.

Note. If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester's form If it ia substantially slmHar to this Form W-9.

Deflnttlon of a U.S. person. For federal tax purposes, you are considered a U.S. person lf you are: •An indMdual who is a U.S. citizen or U.S. resident alien,

•A partnership, corporaUoo, company, or association created or organized in the United States or under the laws of the United States,

• An estate (other than a foreign estate), or •A domestic trust (as defined In Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business ln the United States are generally required to pay a withholding tax under section 1446 on any foreign partners' share of effectively connected taxable Income from such business. Further, In certain cases where a Form W-9 has not been received, the rules under section 1446 require a partnership to presume that a partner is a foreign person, and pay the section 1446 withholding tax. Thefefom, if you are a U.S. person that is a partner In a partraershlp conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid section 1446 withholding on your share of partnEtf'Ship income.

Cat. No. 10231X Fonn w ... g (Rev. 8-2013)

568

569

EXHIBIT "15"

FORMW-8

#26101445_v6

570

571

Form W·BBEN Certificate of Foreign Status of Beneficial Owner IR•v. Febru""' 2006) for United States Tax Withholding Department of the Treasury ,... Section references are to the Internal Revenue Code. ,... See separate instructions. Internal Revenue sennce ,... Give this fonn to the withholding agent or payer. Do not send to the IRS.

Do not use this fonn for. • A U.S. citizen or other U.S. person, including a resident alien individual • A person claiming that income is effectively connected wlth the conduct

of a trade or business In the United States • A foreign partnership, a foreign simple trust, or a foreign grantor trust (see Instructions for exceptions) • A foreign government, international organization, foreign central bank of issue, foreign tax-exempt organization,

foreign private foundation, or government of a U.S. possession that received effectively connected income or that is claiming the applicability of section(s) 115(2), 501(c), 892, 895, or 1443(b) (see instructions)

Note: These ent;fies should use Form W-BBEN if they are cfaiming treaty benefits or are providing the fonn only to claim they are a foreign person exempt from backup withholding. • A person acting as an intermediaty Note: See instructions for additional exceptions.

Identification of Beneficial Owner See instructions.

OMB No. 1545~1621

Instead, use Fonn: W-9

W-8ECI W-BECI or W-81MY

W-BECI or W-8E.XP

W-81MY

Name of individual or organization that is the beneficial owner 2 Country of incorporation or organization

3 Type of beneficial owner: 0 Individual 0 Corporation D Disregarded entity D Partnership D Simple trust

D Grantor trust D Complex trust D Es1ate D Government D lntematlonal Ofganlzatioo

0 Central bank of issue 0 Tax-exempt organization D Private foundation

4 Permanent residence address (street, apt. or suite no., or rural route). Do not use a P.O. box or in--care--of address.

City or town, state or province. Include postal code where appropriate. Country (do not abbreviate)

5 Mailing address Qf different from above)

City or town, state or province. Include postal code where appropriate. Countiy (do not abbreviate)

6 U.S. taxpayer identlficatlon number, If required (see instructions) 7 Foreign tax Identifying number, if any (optionaij

D SSN or ITIN D EIN

8 Reference number(s) (see instructions)

1@111 Claim of Tax Treaty Benefits Qt applicable) 9 I certify that (check all that apply):

a D Tha beneficial owner is a resident of within the meaning of the income tax treaty between the United States and that country. b D If required, the U.S. taxpayer identification number is stated on line 6 (see instructions).

c 0 The beneficial owner is not an individual, derives the item (or items) of income for which the treaty benefits are claimed, and, if applicable, meets the requirements of the treaty provision dealing with !imitation on benefits (see instructions).

d D The beneficial owner is not an individual, is claiming treaty benefits for dividends received from a foreign corporation or interest from a U.S. trade or business of a foreign corporation, and meets qualified resident status (see instructions).

e 0 The beneficial owner is related to the person obligated to pay the income within the meaning of section 267(b) or 707(b), and will file Form 8833 if the amount subject to withholding received during a calendar year exceeds, in the aggregate, $500,000.

10 Special rates and conditions (If applicabl~ instructions): The beneficial owner is claiming the provisions of Article of the

treaty Identified on line 9a above to claim a % rate of withholding on (specify type of income):

Explain the reasons the beneficial owner meets the terms of the treaty article:

l@illl Notional Principal Contracts 11 D I have provided or will provide a statement that identifies those notional principal contracts from which the income is not effectively

connected with the conduct of a trade or business in the United States. I agree to update this statement as required.

lilffll(!ji Certification Under penalties of perjury, I declare that I have examined the /nfonnatlon on this fonn and to the best of my knowledge and belief it Is true, correct, and complete. I further certify under penalties of perjury that 1 I am the beneficial owner (or am authorized to sign for the beneficial owner) of all the income to which this form relates, 2 The beneficial owner Is not a U.S. person, 3 The income to which this form relates is (a) not effectively connected with the conduct of a trade or business In the United States, (b) effectively connected but Is not subject to tax under an income tax treaty, or (c) the partner's share of a partnership's effectively connected income, and 4 For broker transactions or barter exchanges, the beneficial owner is an exempt foreign person as defined in the instructions. Furthermore, I authorize this form to be provided to any withholding agent that has control, receipt, or custody of the income of which I am the beneficial owner or any withholding agent that can disburse or make payments of the income of which I am the beneficial owner.

Sign Here llir. ,, Signature of beneficial owner (or individual authorized to sign for beneficial owner) Date (MMwQDwYYYY) Capacity in which acting

For Paperwork Reduction Act Notice, see separate instructions. Cat. No. 25047Z Fann W-SBEN (Rev. 2w2006)

@ Printed on Recycled Paper

572

573

EXHIBIT "16"

ZONING LOT DEVELOPMENT AND EASEMENT AGREEMENT

#26101445_v6

574

NYC DEPARTMENT OF FINANCE OFFICE OF THE CITY REGISTER

This page is part of the instrument. The City Register will rely on the infonnation provided by you on this page for purposes of indexing this instnunent.111e information on this page will control for indexing purposes in the event of any conflict with the rest of the document.

575

2013061201469022002E5F8D RECORDING AND ENDORSEMENT COVER PAGE PAGE 1 OF41

Document ID: 2013061201469022 Document Date: 06-07-2013 Preparation Date: 07-26-2013 Document Type: AGREEMENT Document Pa e Count: 39

PRESENTER: KENSINGTON VANGUARD 39 WEST 37TH STREET, TITLE N0.811722 HOLD/ PICKUP SEARCH NY NEW YORK, NY I 0018 212-532-8686 [email protected]

RETURN TO: KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 A VENUE OF THE AMERICAS ATTENTION: NEILR. TUCKER, ESQ. NEW YORK, NY 10036

PROPERTY DATA Borough Block Lot Unit Address MANHA TT AN 851 180 l Entire Lot COM 29 EAST 22ND STREET

Property Type: COMMERCIAL REAL ESTATE Air Rights Borough Block Lot Unit Address MANHA TI AN 851 1802 Entire Lot RES 29 EAST 22ND STREET

Property Type: COMMERCIAL REAL ESTA TE Air Righi. C&I Additional Pro erties otl Continuation Pa e

CROSS REFERENCE DATA CRFN __ _ or DocumentID ___ or ___ Year __ Reel __ Page__ or File Number ___ _

PARTY 1: BOARD OF MANAGERS OF THE GRAMERCY 29 CONDOMINIUM CONDOMINIUM, 29 EAST 22ND STREET NEW YORK, NY 10010

PARTIES PARTY2: EAST 22ND ST. ACQUISITION HOLDINGS LLC CIO THE CONTINUUM COMPANY, LLC, 30 WEST 21 ST STREET, l l TH FLOOR NEW YORK, NY 10010

FEES AND TAXES

Filing Fee: 0.00 $ 100.00

33 805.08

1-----"'====='-1-"'-------"o"'.o"'o---l RECORDED OR FILED IN THE OFFICE ._ __ _!.!="----......J._:L ____ --'o~.o;!;o!........--1 OF THE CITY REGISTER OF THE

238.00

0.00 CITY OF NEW YORK Recorded/Filed 07-26-2013 15:41 City Register File No.(CRPN): ~000295163

0.00 0.00 000

Recordin Fee: Affidavit Fee: $ 0.00

City Register Official Sig11at11re

NYC DEPARTMENT 01' FINANCE OFFICE 01' THE CITY REGISTER

576

201306120 l 469022002CSDOD RECORDING AND ENDORSEMENT COVER PAGE CONTINUATIO PAGE2 OF41

Document ID: 2013061201469022 Document Date: 06-07-2013 Document Type: AGREEMENT

Preparation Date: 07-26-2013

PROPERTY DATA Borough Block Lot Unit Address

MANHA TIAN 8SI 32 Entire Lot 41-43 EAST 22ND STREET Property Type: APARTMENT BUILDING

.-

KLl 191 I IS0,4

577

ZONING LOT DEVELOPMENT AGREEMENT

NEW YORK COUNTY . BLOCKll51

LOTS J801, 1802 and 32

RECORD AND RETURN TO: ·

. KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 AVENUE OF THE AMERICAS

NEW YORK, NEW YORK 10036 ATTENTION: NEIL R. TUCKER, ESQ.

578

ZONING LOT DEVELOPMENT AGREEMENT

THIS ZONING LOT DEVELOPMENT AGREEMENT (this "Agreement"), made as of the ~ day of ....>sv...., < , 2013, by and between ,BOARD OF MANAGERS OF THE GRAMERCY 29 CONDOMINIUM <'pwner"), having an address at 29 East 22•d Street, New York, New York I 00 I 0 and EAST 22" ST. ACQUISITION HOLDINGS LLC ("Developer"), a New York limited liability company, having an address at 30 West 21 81 Street, 1 lih Floor, New

·York, New York 10010.

WHEREAS, the land, with the building and improvements thereon, loeated in the Borough of Manhattan, City, County and State of New York, known as Lots 1801 and 1802 in Block 851 on the Tax Map of the City of New York, and as and by the street address 29 East 22nd· Street, New York, New York, and more particularly described on Exhibit "A" annexed

· hereto and made a part hereof were submitted to a condominium regime pursuant to that certain ·Declaration of Condominium dated January 31, 2008 pursuant to Article 9-B of the Real Property Law of the State of New Yori<; such condominium is known as the Gramercy 29 Condominium (the "Condominium"); and said land, building and improvements being herein called the "Owner Parcel");

WHEREAS, Residential Owner is the owner in fee of the residential unit (the "Residential Unit") located in the Condominium, known as Lot 1801 in Block 851 on the Tax Map; 1

WHEREAS, Commercial Owner is the owner in fee of th.e commercial unit (the "Commercial Unit") located in the Condominium, known as Lot I 802 in Block 851 on the Tax Map;

WHEREAS, Owner is the governing body of the Condominium and is authorized to execute this Agreement on behalf of the Residential Owner and Commercial Owner;

, WHEREAS, Developer is the fee oWller of certain land, with the buildings and improvements thereon, located in the Borough of Manhattan, City, County and State of New York, known as Lot 32 in Block 851 on the Tax Map, and as and by the street address 43 East 22•• Street, New York, New York, and more particularly described on Exhibit "B" annexed hereto and made a part hereof (the "Developer Land"; the building and improvements thereon are herein referred to as the "Existing Deyelooer Building");

WHEREAS, Developer has combined or simultaneously herewith will combine into a single zoning lot with the Developer Parcel (the "Existing Merged Zoning Lot") one or more of the following parcels of land by one or more declarations of the zoning lot restrictions, to be recorded in the Office of the City Register, New York County: (i) the land located in the

, Borough of Manhattan, City, County and State of New York, known as Lot 28 in Block 851 on 2

KL3 29111 S0.4

579

the Tax Map, and as and by the street address 33·39 East 22nd Street, New York, New York (the "33 East 22 Parcel"), (ii) the land located in the Borough of Manhattan, City, County and State of New York, known as Lots 1501·1511 in Block 851 on the Tax Map, and as and by the street address 27 East 22nd Street, New York, New .York (the "27 East 22 Parcel"), (iii) the land located in the Borough of Manhattan, City, County and State of New York, known as Lot 22 in Block 851 on the Tax Map, and as and by the street address 25 East 22•d Street, New York, New York

• (the "25 East 22 Parcel"), (iv) the land located in the Borough of Manhattan, City, County and · State of New York, known as Lot 34 in Block 85.1 on·the Tax Map, and as and by the street

address 45 East 22nd Street, New York, New York (the "45 East 22 Parcel"), and (v) the land located in the Borough of Manhattan, City, County and State of New York, known as Lot 49 in Block 851 on the Tax Map, and as and by the street address 40 East 23•d Street, New York, New York (the "40 East 23 Parcel");

WHEREAS, Developer may demolish the Existing Developer Building and construct a new building, all or a portion of which will be on the Developer Land, and construct other improvements associated with such new building (the new building and improvements, together with any additions thereto or future alterations thereto or replacements, repairs or rebuilding thereof not prohibited by the provisions of this Agreement, are herein collectively referred to as the "Developer Building"; and the Developer Land and the Existing Developer Building or the Developer Building, as the case may be, are herein ·collectively referred to as the

· "Developer Parcel");

WHEREAS, Developer is the contract vendee of or is simultaneously herewith acquiring, inter alia, certain excess Development Rights (as hereinafter defined) appurtenant to (i) the 25 East 22 Parcel and the 27 East 22 Parcel (collectively, the ''Non-Contiguous Air Rights Parcels"), and (iii) the 33 East 22 Parcet, the 45 East 22 Parcel and the 40 East 23 Parcel; all of the foregoing, colleetively, the "Air Rlgh!s Parcels"; such excess Development Rlghts, the "Air Rights Parcels Excess Development Rights");

WHEREAS, the Developer Parcel is not contiguous as required for the transfer of the Air Rlghts Parcels Excess Development Rights from the Non-Contiguous Air Rights Parcels and certain Additional Parcels (as hereinafter defined) to the Developer Parcel;

WHEREAS, the Owner Building contains more floor area, as defined in the Zoning Resolution (as hereinafter defined) than is now available for use on the Owner Parcel pursuant to the Zoning Resolution and the Parties have agreed that Owner may retain such floor area, subject to the terms and conditions of this Agreement;

WHEREAS,· the parties hereto are simultaneously herewith executing (i) a Declaration of Zoning Lot Restrictions (the "Declaration") .in accordance with certain provisions set forth in a definition of the term "zoning lot" in Section 12-10 of the Zoning Resolution in order to create a single zoning lot of the Existing Merged Zoning Lot, and the Owner Parcel (such zoning lot, as the same may be enlarged in accordance with the Declaration and the terms of this Agreement, is herein referred to as the "Merged Zoning Lot"), and (ii) such other

· agreements, easements and licenses as are necessary to effectuate the intent of the parties in

3 . KLl 29J I JJQ,4

580

. connection with this Agreement (the Declaration and such other agreements, easements ·and licenses are herein collectively referred to as the "Zoning Documents");

. WHEREAS, the Developer Parcel and/or the Merged Zoning Lot may be the receiving site of a transfer of certain Additional Development Rights (as hereinafter defined) and Developer may acquire such Additional Development Rights for utilization on Developer Parcel or the Merged Zoning Lot (other than the Owner Parcel);

WHEREAS, all parties in interest (as defined in the Zoning Resolution) to the Merged Zoning Lot as shown on the Zoning Lot Certification of Kensington Vanguard National Land Services ofN. Y., as agent for Stewart Title Insurance Company {"Certification"), annexed

. hereto as Exhibit "C", have joined in the Declaration or have waived or have previously waived their right to do so and have either executed this Agreement, or subordinated or previously subordinated thereto; and

WHEREAS, the P1lrlies hereto wish to set forth certain agreements with respect to their rights and obligations in and to the Merged Zoning Lot and other matters.

NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby conclusively acknowledged, the parties hereto hereby covenant and agree as follows:

1. Certain Definitions. As used herein:

(a) "Additional Development Rights" shall mean any additional Development Rights that may become available to the Developer Parcel or the Merged Zoning Lot, (either by expansion of the Merged Zoning Lot by adding Additional Parcels, by special permit, variance, by acquiring bonus floor area and other development rights which may be available for inclusion in a building constructed on the Developer Parcel either (i) by reason of the provision of an amenity or public benefit whether or not such amenity or public benefit is located on the Merged Zoning Lot, or (ii) as the result of a transfer of Development Rights pursuant to Section 23-90 or .any other applicable section of the Zoning Resolution or by any other procedure or transfer allowed Under the provisions of the Zoning Resolution, including, without limitation, Sections 34-223, 35-35; 74-711; 74-79 et seq. and 23-90 et seq. thereof). Notwithstanding anything in the foregoing that may be deemed to be to the contrary, the Additional Development Rights shall not include any increased Development Rights that may become appurtenant to the Merged Zoning that are allocated to Owner pursuant to Section 2(k) hereof.

(b) hereof.

"Additional Parcel(s)" shall have the meaning set forth in Section 9{a)

(c) "Agency(ies\" shall mean the New York City Planning Commission, the Department of City Planning of the City of New York, the City Council of the City of New York, the New York City Department of Buildings, the Board of Standards and

4 KL3 2911150-4

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Appeals of the City of New York, the New York City Landmarks Preservation Commission, the Manhattan Borough President, any community board, any other municipal agencies, court or department, or any department, court or agency of the State of New York or the United States of America or any successor entity to any of the foregoing.

(d) "Datum Level" shall mean the Datum level used by the Topographical Bureau, Borough of Manhattan, which is 2.75 feet above the United States Coast and Geodetic Survey Datum, mean sea level, Sandy Hook, New Jersey.

(e) "Developer Development Rights" shall mean the aggregate of (i) the Development Rights appurtenant to the Developer Parcel (considered as if the Developer Parcel were a separate zoning lot), (ii) the Air Rights Parcels Excess Development Rights, and (iii) any Additional Development Rights.

(f) "Development Rights" shall mean the rights, as determined in accordance with the Zoning Resolution, which are appurtenant to a zoning lot, to develop the zoning lot by erecting or adding thereon a structure or structures with a total floor area determined by (i) multiplying the area of the zoning lot by the floor area ratio established for the zoning district or districts in which the zoning lot is located, (ii) the inclusion of any bonus floor area available to the zoning lot pursuant to the Zoning Resolution, and (iii) the further inclusion of any use, bulk, density, and other development rights permitted under the Zoning Resolution and which may be authorized to be developed by the appropriate agency of the City of New York from time to time.

(g) "DOB" shall mean the Department of Buildings of the City of New York or any successor to its jurisdiction.

(h) "Rebuilding" shall mean any construction, addition, reconstruction, replacement, repair or rebuilding of the Owner Building or the Developer Building, as the case may be, whether following a casualty or otherwise.

(i) "Utilized DevelQpment Rights" shall mean the Development Rights appurtenant to the Owner Parcel utilized by the building and improvements located thereon as of the date of this Agreement.

(j) "Violation" shall mean any violation of the Zoning Resolution or any building .code, fire code, or other law, ordinance or regulation as evidenced by a writing, such as an objection or letter, issued by the DOB or any other agency having jurisdiction, that prevents the issuance or maintenance of a temporary or permanent Certificate of Occupancy for any building located on the Merged Zoning Lot or prevents the issuance or maintenance of a building permit or any other permits or approvals required by law to build on any parcel that is part of the Merged Zoning Lot or create a new or increase an existing non-compliance or nonconformance by any building located on the Merged

·Zoning Lot with the Zoning Resolution.

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(k) "Zoning Resolution" shall mean the Zoning Resolution of the ·City of New York, as in effect as of the date hereof and as amended or restated from time to time hereafter.

(1) Undefined terms used in this Agreement which are defined in the Zoning Resolution·· such as, without limitation, the terms "bulk," "community facility," "curb level"j 0dwelling unit", "height," "floor area/' Hf1oor area ratio,1' '~lot area," "lot coverage," "party in interest," "rooms" and "zoning lot" •• shall be defined and construed as those terms are defined in and construed pursuant to Section 12· Hi of the Zoning Resolution.

2. DevelQPment Limitations.

(a) Owner hereby grants and conveys to Developer and its successors and assigns the right to enable the transfer of (i) the Air Rights Parcels Excess Development Rights to the Developer Parcel, and (ii) any Additional Development Rights from any Additional Parcels to the Developer Parcel, which right shall specifically include the right to expand the Merged Zoning Lot from time to time without the further need of Owner's consent, provided such expansion shall be in accordance with the provisions of this Agreement.

(b) Owner covenants and agrees that no Rebuilding of the Owner Building shall be made so as to create or increase the degree of a non-compliance by the Developer Building with any requirement of the Zoning Resolution at the time of such Rebuilding if such non-compliance would affect Developer's right to obtain or maintain a Certificate of Occupancy for the Developer Building, or would affect .Developer's right to construct, maintain, alter or occupy the Developer Building. ~otwithstanding the foregoing, it is acknowledged and agreed that the Utilized Development Rights as of the date hereof exceed the floor area now available to the Owner Parcel and accordingly, the Owner Building is a non-complying building under the Zoning Resolution and that any Rebuilding of the Owner Building may incorporate all of the Utilized Development Rights, as the same may be increased or decreased by a validly enacted amendment to the Zoning Resolution or variance thereof or pursuant to the terms hereof, provided that no

. Rebuilding of the Owner Building shall be made so as to utilize any Development Rights allowed to the Developer Parcel· or the Merged Zoning Lot pursuant to the Zoning Resolution other than the Utilized Development Rights, as the same may be increased or decreased by a validly enacted amendment to the Zoning Resolution or variance thereof or pursuant to the terms hereof.

(c) Developer covenants and agrees that no Rebuilding of the· Developer Building shall be made (i) so as to create or increase the degree of a non-compliance by the Owner Building with any requirement of the Zoning Resolution at the time of such Rebuilding when the· effect of such Rebuilding is considered together with the Development Rights utilized by the Owner Building and the other buildings on the Merged Zoning Lot and/or the effect of any pending Rebuilding of the other buildings on the Merged Zoning Lot, if such noncompliance would affect Owner's right to obtain or

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"

maintain a Certificate of Occupancy for the Owner Building, or would adversely affect Owner's right to construct, maintain, alter. or occupy the Owner Building, or (ii) so as to utilize any Utilized Development Rights as the .same may be increased or decreased by a validly enacted amendment to the Zoning Resolution or variance thereof or pursuant to the terms hereof.

( d) Notwithstanding anything to the contrary contained in Section 2M. Owner covenants and agrees that, in the event any applicable law, rule, regulation or ordinance hereafter limits or restricts the Rebuilding of the Owner Building to a manner· more restrictive than that provided in Section 2(b), any such Rebuilding shall be accomplished in compliance with such limitation or restriction, subject to Owner's right to obtain permits, variances, special permits or other discretionary land use approvals (provided that the foregoing shall not have any adverse effect on the Developer Development Rights or the Developer Parcel as limited by the Declaration, this Agreement and the Zoning Documents).

(e) Notwithstanding anything to the contrary contained in Section 2(cl, Developer covenants and agrees that, in the event any applicable law, rule, regulation or ordinance hereafter limits or restricts the Rebuilding of the Developer Building to a manner more restrictive than that provided in Section 21c). any such Rebuilding shall be accomplished in compliance with such limitation or restriction, subject to. Devefoper's right to obtain permits, variances, special permits or other discretionary land use approvals (provided that the foregoing shall not have any adverse effect on the Utilized Development Rights or the Owner Parcel as limited by the Declaration, this. Agreement

. and the Zoning Documents).

(t) If, following a validly enacted amendment of the Zoning Resolution reducing the Development Rights appurtenant to the Merged Zoning Lot, the Owner Building (but not the Developer Building) suffers a casualty to the extent that it cannot be rebuilt as it presently exists as of the date hereof pursuant to the provisions of Section 54-41 of the Zoning Resolution (or any subsequent amendment thereto), then, subject to the provisions of· Section 2M, the amount of Rebuilding on the Owner Parcel shall be limited by such downzoning to ·an amount which allows the Developer Parcel the full benefit, and no reduction, of the Developer Development Rights. Notwithstanding anything in the foregoing that may be deemed to be to the contrary, Developer shall have no right, title or interest in the Utilized Development Rights.

(g) If, following a validly enacted amendment of the Zoning Resolution reducing the Development Rights appurtenant to the Merged Zoning Lot, the Developer Building (but not the Owner Building) suffers a casualty to the extent that it cannot be rebuilt pursuant to the provisions of Section 54'4 I of the Zoning Resolution (or any subsequent amendment thereto), then, subject to the provisions of Section 2Cc), the total amount of Rebuilding on the Developer Parcel shall be limited by such downzoning to an amount which allows the Owner Parcel the full benefit, and no reduction, of the Utilized Development Rights.·

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(h) If, following a validly enacted amendment of the Zoning Resolution reducing the Development Rights appurtenant ·to the Merged Zoning Lot, the Owner Building and the Developer Building simultaneously suffer a casualty, then their Rebuilding shall be subject to the provisions of Section 54-41 of the Zoning Resolution (or any subsequent amendment thereto) as well as the following, and subject to the provisions of Section 2()>.). Section 2(c), Section 2(d), and Section 2(e}, respectively, any Rebuilding of the Owner Building undertaken by Owner and any Rebuilding of the Developer Building undertaken by Developer shall be limited by such downzoning to such amounts as would allow: {A) the Owner Land the utilization of: one-hundred percent (100%) of the Development Rights appurtenant to the Merged Zoning Lot as of the date of such casualty (which percentage is equivalent to the ratio of (x) the Utilized Development Rights to (y) the total Development Rights available with respect to the Merged Zoning Lot as of the date hereof), and (B) the Developer Land the utilization of the aggregate of: (I) zero percent (0%) of the Development Rights appurtenant to the Merged Zoning Lot as of the date of such casualty (which percentage is equivalent to the ratio of (x) the Developer Development Rights to (y) the total Development Rights available with respect to the Merged Zoning Lot as of the date hereof); and (2) any Additional Development Rights acquired by Developer (as may have been reduced by such downzoning), irrespective of whether construction of the Developer Building has commenced or the Developer Building has been fully constructed).

. (i) Developer and Owner agree that following a validly enacted amendment of the Zoning Resolution increasing the Development Rights appurtenant to the Merged Zoning Lot, (A) the Owner Parcel shall be entitled to the portion thereof attributable to the Owner Land as of the date of such amendment (based on the lot area of the Owner Parcel), and (B) the Developer Parcel shall be entitled to the portion thereof attributable to the Developer Land as ·of the date of such amendment (based on the lot area of the Developer Parcel), together with any other increased Development Rights attributable to the balance of the Merged Zoning Lot.

OJ Owner acknowledges and agrees that Developer and the Developer Parcel shall at all times have the exclusive right to and benefit of any and all Additional Development Rights available to the Merged Zoning Lot acquired by Developer and Owner. shall have no rights therein. Notwithstanding the foregoing, it is expressly acknowledged and agreed by Owner that Developer desires to acquire Additional Development Rights from parties other than Owner. Jn connection therewith, Developer may include the lot area of the Owner Parcel in any application to any Agency in connection with Developer's acquisition of any such Additional Development Rights for purposes of calculating the maximum number of Additional Development Rights that Developer is allowed to utilize pursuant to the Zoning Resolution and subject to the tenns of this Agreement. Owner shall cooperate with Developer in all reasonable respects, but at the sole cost and expense of Developer, in connection with Developer's acquisition of any Additional Development Rights (including, without limitation, any bonus floor area), such cooperation to include, to the extent necessary, the execution and delivery of any documents or consents in connection with the foregoing, provid!:d that Developer shall

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reimburse Owner for any reasonable out-of-pocket eKpenses {including, without limitation, any reasonable legal fees incurred by Owner in connection with Owner's review of such documents or consents).

(k) Owner covenants and agrees not lo enter'into any agreement effecting, or· purporting to effect, any further merger of the Merged Zoning Lot, with any parcel of land not, as of the date of this Agreement, contained in the Merged Zoning Lot, without the eKpress approval of Developer.

(I) Developer covenants and agrees not to enter into any agreement effecting, or purporting to effect, any further merger of the Merged Zoning Lot with any parcel of land not, as of the date of this Agreement, contained in the Merged Zoning Lot, if such agreement would, in and of itself, (i) create or increase the degree of a non-compliance by any building on the Merged Zoning . Lot with any requirement of the Zoning Resolution, (ii) adversely affect the maintenance of a permanent Certificate of Occupancy for the Owner Building, or (iii) constitute a Violation.

(m) Owner covenants and agrees lo cooperate with Developer in all reasonable respects, but at the sole cost and expense of Developer, in connection with. any applications, approvals, permits, variances, special permits or other discretionary land use approvals related to the construction of, any Rebuilding of, or any alteration or improvement to, the Developer Building, including, without limitation, the eKecution and delivery of any such applications, documents or consents in connection with the foregoing documents, provided the same complies with this Agreement, do not materially, adversely affect Owner's right to utilize the Utilized Development Rights or the Owner Parcel, as utilized on the date hereof, and to the extent pennitted under and limited by the Declaration and this Agreement, and Developer 'shall reimburse Owner for any reasonable out-of-pocket expenses incurred by Owner in connection therewith.

{n) Developer covenants and agrees to cooperate with Owner in all reasonable respects, but at the sole cost and eKpense of Owner, in connection with any applications, approvals, permits, variances, special permits or other discretionary land use approvals related to the construction of, any Rebuilding of, or any alteration or improvement to, the Owner Building, including, without limitation, the execution and delivery of any such applications, documents or consents in connection with the foregoing documents, provided the same complies with this Agreement, do not materially, adversely affect Developer's right to utilize the Developer Development Rights or the Developer Parcel, as utilized on the date hereof, and to the extent permitted under and limited by the Declaration and this Agreement, and Owner shall reimburse Developer for any reasonable out-of-pocket expenses incurred by Developer in connectioll therewilh.

{ o) Owner acknowledges that the owners of other properties, whether now a part of or which may hereafter be merged into the Merged Zoning Lot, may have reserved or retained certain Development Rights attributable lo. their properties, and Owner covenants and agrees not to (i) utilize, or attempt to utilize, in the Owner Parcel all or any portion of any such reserved or retained Development Rights or (ii) make any

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application to DOB to incorporate all or any portion of any such Development Rights into the Owner Parcel.

3. Utilization of Development Rights: Cooperation.

(A) Pursuant to the Declaration, Owner and Developer have consented to the creation of the Merged Zoning Lot.

(B) Owner agrees with Developer that, subject to the tenns of this Agreement, Developer may incorporate into the Developer Building all of the Developer Development Rights and otherwise utilize the Developer Development Rights at any time hereafter to develop the Developer Parcel. Owner covenants and agrees to take all appropriate steps reasonably requested by Developer to implement the foregoing and the development of the Developer Parcel (provided the same are without liability to Owner and do not conflict with the tenns of this Agreement or the Declaration, and Developer shall promptly reimburse Owner for any reasonable out-of-pocket expenses incurred by Owner in connection therewith; and provided, further, that the same do not materially, adversely affect Owner's right lo utilize the Utilized Development Rights or the Owner Parcel, as utilized on the date hereof, and to the extent pennitted under and limited by the Declaration and this Agreement), and, in furtherance thereof, Owner covenants and agrees that:

(a) Owner shall cooperate, at Developer's sole cost and expense, with Developer in connection with Developer's development of the Developer Parcel and the transfer of the Air Rights Parcels Excess .Development Rights and any Additional Development Rights to Developer and the incorporation of the same into Developer Building and any Rebuilding of the Developer Building, including, without limitation, the prosecution of all applications, approvals, permits, varianceS, special permits or modifications thereof or other discretionary land use approvals of any Agency requested by Developer relating to the development of the Developer Parcel ancl/or the incorporation in the Developer Building (encl/or any Rebuilding thereof) of the Developer Development Rights, any application by Developer to increase or decrease the size of the Merged Zoning Lot, and/or any application by Developer to transfer any Development Rights to any other parcel of land, subject to . the provisions of this Agreement. Developer shall have the right at any time to make application in its own name, unless otherwise required, to any governmental authority for such licenses, pennits, approvals, certificates of occupancy or other certificates, rulings, variances, special permits or amendments, as shall be deemed necessary or appropriate by Developer (i) as a condition to, or to implement the transfer of the Air Rights Parcels Excess Development Rights and any Additional Development Rights, or the utilization by Developer of the Developer Development Rights, including a building pennit or permits for the construction of the Developer Building allowing utilization of the Developer Development Rights, ancl/or (ii)° in connection with any Rebuilding, reconfiguration or other changes to the Developer Building (in accordance with the provisions of this Agreement), including, without limitation, any change of use or operation, and/or (iii) the submission of the Developer

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Parcel to condominiwn ownership, and/or (iv) in connection with the development of the Developer Parcel, and/or (v) the transfer of any Development Rights to any other parcel. of land (all of the foregoing, collectively, the "Developer Approvals"). Owner agrees, at Developer's sole cost and expense, to cooperate with Developer in connection with the filing and prosecution of applications for the Developer Approvals by giving all necessary consents in connection with the filing and prosecution of applications for the Developer Approvals, if requested, and promptly (and in any event within ten (10) days of receipt) to execute such appropriate docwnents and applications (including, without limitation, a Plan Work Approval Application (Form PWI) and Form PWIA - Schedule A, all as promulgated by the DOB from time to time) and to furnish such information within the possession or control of, or which can reasonably be obtained by, Owner (and cannot be obtained by Developer) as may be reasonably requested by Developer for pursuing and obtaining any such Developer Approvals, and Developer shall reimburse Owner for any reasonable out-of-pocket expenses incurred by Owner in connection therewith;

(b) Owner agrees, if required by the DOB, to cause the Certificate of Occupancy for the Owner Building or other records of the Department of Buildings to be amended so as to indicate the existence of the Merged Zoning Lot. The application therefor shall be prepared by Developer at Developer's sole cost and expense and shall be forwarded to Owner for Owner's execution (if execution by Owner is required by any Agency). Developer shall pay any permit or application fee Imposed on such application. Owner shall, at Developer's sole cost and expense, execute and deliver to Developer upon Developer's request, an application, in proper form for filing, for an alteration permit (including a Plan Work Approval Application required by the DOB (Form PW I and Form PW IA - Schedule A) prerequisite to the filing of an application for an amended Certificate of Occupancy for the building located on the Owner Parcel and an application for an amended Certificate of Occupancy for the building located on the Owner Parcel showing that the Owner Parcel is a part of a zoning lot, including the Developer Parcel, in proper form for filing, and all related docwnents necessary or reasonably requested by Developer to obtain said amended Certificate of Occupancy and Developer, at its sole cost and expense, shall diligently prosecute and close out said application thereafter. Owner hereby authorizes Developer as its agent to use such efforts as reasonably necessary to obtain such amended Certificate of Occupancy;

(c) Provided that .Developer is not in material default of this Agreement, Owner agrees not to appear in opposition to Developer in any action or hearing brought, sought or defended by Developer before any Agencies arising out of or in connection with any zoning or variance applications relating to the Developer Building or the Merged Zoning Lot and/or the incorporation of the Developer Development Rights therein or any other application for or proceeding with respect to a Developer Approval that, in the reasonable judgment of Developer, affects or may affect the ability of Developer to construct the Developer Building or effect any Rebuilding thereof and/or to incorporate the Developer Development Rights into the Developer Building or other

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improvements on the Merged Zoning Lot, provided Owner may oppose any action which is inconsistent with the Declaration, this Agreement or the Zoning Documents; and

(d) Owner shall furnish to Developer, upon request, copies of all plans, applications and submissions hereafter submitted by Owner to the DOB or any other city, state or federal agency or authority relating to any proposed Rebuilding or demolition of the Owner Building.

(C) Developer agrees· with Owner that, subject to the terms of this Agreement, Owner may Rebuild or maintain, subject to Section 2 hereof, in the Owner Building all of the Utilized Development Rights. Developer covenants and agrees to take all appropriate steps reasonably requested by Owner to implement the foregoing (provided the same are without liability to Developer, and Owner shall promptly

. reimburse to Developer any reasonable out-of-pocket expenses incurred by Developer in connection therewith; and provided, further, that the same do not materially, adversely affect Developer's right to utilize the Developer Development Rights or the Developer Parcel to the extent permitted under and limited by the Declaration and this Agreement}, and ~ provjded that the same do not adversely affect, hinder, delay or interfere with Developer's ability to obtain or maintain a building pennit or temporary or permanent certificate of occupancy, and, in furtherance thereof, Developer covenants and agrees that: .

(a) Developer shall cooperate, at Owner's sole cost and expense, with Owner in connection with the use and maintenance of the Utilized Development Rights into the Owner Building, subject to the provisions of this Agreement. Owner shall have the right at any time to make application in its own name, unless otherwise required, to any Agencies for such licenses, permits, approvals, certificates of occupancy or other certificates, rulings, variances, special permits or amendments, as shall be necessary or required by Owner in connection with any Rebuilding, reconfiguration or other changes to the Owner Building, including, without limitation, any change of use or operation (in accordance with the provisions of this Agreement) of the Owner Building (all of the foregoing, collectively, the "Owner Approvals"). Developer agrees, at Owner's sole cost and expense, to cooperate with Owner in connection with the filing and prosecution of applications for the Owner Approvals by giving all necessary consents in connection with the filing and prosecution of applications for the Owner Approvals, if requested, and promptly (and in any event within ten (10) days of receipt) to execute such appropriate documents and applications (including, without limitation, a Plan Work Approval Application (Form PW!) and Form PWtA ·Schedule A, all as promulgated by the DOB from time to time) and to furnish such information within the possession or control of, or which can reasonably be obtained by, Developer as may be reasonably requested by Owner for pursuing and obtaining 'any such Owner Approvals, and Owner shall reimburse to Developer any reasonable out-of-pocket expenses incurred by Developer in connection therewith;

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(b) Developer agrees, if required by the Department of Buildings, to cause the Certificate of Occupancy for the Developer Building or other records of the Department of Buildings to indicate the existence of the Merged Zoning Lot;

(c) Developer agrees not to appear in opposition to Owner in any action or hearing brought, sought or defended by Owner before any Agencies arising out of or in connection with any zoning or variance applications relating to the Owner Building and the maintenance of the Utilized Development Rights therein (subject to Section 2 of this Agreement) or any other application for or proceeding with respect to an Owner Approval that, in the reasonable judgment of Owner, affects or may affect the ability of Owner to effect any Rebuilding of the Owner Building, provided Developer may oppose any action which is inconsistent with the Declaration, this Agreement or the Zoning Documents; and

(d) Developer shall furnish to Owner, upon request, copies of all plans, applications and submissions hereafter submitted by Owner to the DOB or any other city, state or federal agency or authority relating to any proposed Rebuilding or demolition of the Developer Building.

4. Floor Area Notice. Notice is hereby given that this Agreement restricts the Owner Parcel, and benefits the Developer Parcel, by allowing the Developer Parcel the eicclusive right to and benefit of the Developer Development Rights (including all Additional Development Rights available to the Merged Zoning Lot), but the foregoing shall in no way be deemed to supersede or forego the Development Rights that may be allocated to Owner pursuant to Section 2(k) hereof.

5. Separate Building Plans. The parties hereto agree that all construction plans and specifications for, and applications for a Certificate of Occupancy or any building, alteration, demolition or other permits for any building on the Owner Parcel shall be separate and independent from those for any building on the Developer Parcel and vice versa and shall be filed with DOB so as to obtain separate "new building" and "alteration" numbers, as appropriate, so long as permitted by applicable law.

6. Set)arate Tax Lots.

(a) The parties acknowledge that the separate interests of each of them require that the Residential Unit, the Commercial Unit and the Developer Parcel and any other parcels now or hereafter merged into the Merged Zoning Lot be treated for real property \ax purposes as separate and· independent tax lots. Owner and Developer shall talce such actions, with respect to the Residential Unit, the Commercial Unit and the Developer Parcel, respectively, as may be reasonably required to maintain the Parcels which comprise the Merged Zoning Lot as separate and independent tax lots. Neither Owner nor Developer shall object to, or otherwise oppose, the Parcels being treated as separate tax lots, and neither party shall be precluded from contesting tax assessments on its own Parcel. Developer and Owner each agrees to cooperate With the other in connection with any application, filings or proceedings relating to the assessed valuation of the

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Residential Unit, the Commercial Unit and/or the Developer Parcel which may be filed or instituted by the owner of such Parcel in furtherance of the foregoing provisions of this Section 6.

{b) Developer shall have the right to subdivide the tax lot of Developer Parcel, provided that such tax lot subdivision shall be subject to this Agreement and shall not adversely diminish Owner's right to utilize the Utilized Development Rights or the Owner Parcel, as utilized on the date hereof, subject to the tenns of this Agreement. Owner shall cooperate with Developer in connection with any such subdivision, and, if requested, shall execute such documents, consents or applications as may be reasonably requested by Developer in connection therewith, providec! Developer shall pay any reasonable out-of-pocket fees and expenses incurred by Owner (inchiding, but not limited to, attorneys' and Gther professionals' fees and expenses) in·connection therewith.

(c) Owner shall have the right to subdivide the tax lot of Owner Parcel, provided that such tax lot subdivision shall be subject to this Agreement and shall not adversely diminish Developer's right to utilize the Developer Development Rights or the Developer Parcel, as utilized on the date hereof, subject to the terms of this Agreement. Developer shall cooperate with Owner in connection with any such subdivision, and, if requested, shall execute such documents, consents or applications as may be reasonably requested by Owner in connection therewith, provided Owner shall pay any reasonable .out-of-pocket fees and expenses incurred by Developer (including, but not limited to, attorneys' and other professionals' fees and expenses) in connection therewith.

7. Violation Cure Rights.

(a) . In the event that at any time hereafter there exists any Violation with respect to the Owner Parcel, Owner shall commence to cure such Violation within' twenty (! 5) business days after receiving notice of the same from Developer, or, if the cure, · removal and discharge cannot with due diligence be completed.in such twenty (15) business day period, Owner shall commence the cure, removal and discharge within such twenty (15) business day period and diligently prosecute to compl~tion, the cure, removal and discharge of any Violation. In the event that Owner does not commence such cure and proceed diligently and continuously with such cure as required by the immediately preceding sentence, Developer shall, upon written notice to Owner of its intent to do so, have the right to cure such Violation at the expense and for the account of Owner (and if necessary, in the name of Owner), and Owner will execute and deliver such documents as may be required in connection therewith. In no event may Developer enter upon the Owner Parcel to cure such Violation. In addition, Developer may, at its option, maintain any action permitted at law or in equity or by statute against Owner with respect to such Violation, including an action for injunctive relief to compel Owner to cure such Violation and/or a suit for damages arising from the failure by Owner to cure such Violation.

(b) If Developer is compelled or elects to expend any swn of money or do any acts which require the payment of money by reason of complying with, remedying or

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curing a Violation on the Owner Parcel, as provided in this Section 7, Owner shall, upon demand, promptly reimburse Developer all such sums. Developer shall have a lien on Owner's property in the amouni of all such sums and interest not reimbursed by Owner in aecordance wfth this Section 7(bl. .

(c) In the event that at.any time hereafter there exists any Violation with respect to the Developer Parcel, Developer shall cure such Violation within twenty (IS) business days after receiving notice of the same. from Owner, or, if the cure, removal and discharge cannot with due diligence be completed in such twenty {IS). business day period, Developer shall commence the cure, removal and discharge within such twenty (15) business day period and diligently prosecute to completion, the cure, removal and discharge of any Violation. In the event that Developer does not commence such cure and proceed diligently and continuously with such cure as required by the immediately preceding sentence, Owner shall, upon written notice to Developer of its intent to do so, have the right to cure such Violation at the expense and for the account of Developer (and if necessary, in .the name of Developer), and Developer will execute and deliver such documents as may be required in connection therewith. In no event may Owner enter upon the Developer Parcel to cure such Violation. In addition, Owner may, at its option, maintain any action permitted at law or in equity or by statute against Developer with respect to such Violation, including an action for injunctive relief to compel Developer to cure such Viol.ation and/or a suit for damages arising from the failure by Developer to cure such Violation.

(d) If Owner is compelled or elects to expend any sum of money or do any acts which require the payment of money by reason of complying with, remedying or curing a Violation on the Developer Parcel, as provided in this Section 7, Developer shall, upon demand, promptly re!mburse Owner all such sums. Owner shall have a lien on Developer's property in the amount of all such sums and interest not reimbursed by Developer in accordance with this Section 7(d).

8. Zoning Lot Subdivision. (a) Developer shall have the right to subdivide the Developer Parcel or the Merged Zoning Lot to the extent permitted by the Zoning Resolution and other applicable law, provided that such subdivision shall be subject to this Agreement and shall not adversely diminish Owner's right to utilize the Utilized Development Rights or.the Owner Parcel, as utilized on the date hereof, and as limited by the Declaration and this Agreement. Owner shall not have the right to subdivide the Merged Zoning Lot. Developer shall not apply for any such subdivision without first obtaining Owner's consent thereto (which Owner shall not unreasonably withhold, condition or delay). In such event, Developer shall furnish Owner with: (i) a copy of the application, and (ii) the opinion of an architect licensed in New York State, familiar with New York City zoning requirements, addressed to Owner, stating the zoning consequences of the subdivision and concluding that the subdivision will not (x) create a zoning ·non-compliance, or (y) diminish Owner's right to utilize the Utilized Development Rights or the Owner Parcel, as utilized on the date hereof, and as limited by the Declaration and this Agreement.

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(b) Subject to subsection (a) above, Owner shall cooperate with Developer In connection With any such subdivision, and, if requested, shall execute such documents, consents or applications as may be reasonably requested by Developer in connection therewith, provided Developer shall pay any reasonable out-of-pocket fees and expenses incurred by Owner (including, but not limited to, attorneys' and other professionals' fees and expenses) in connection therewith. AU present and future "parties in interest" to the Merged Zoning Lot, including Owner, are hereby deemed to have (i) consented to, and waived objection to subdividing the Merged Zoning Lot into two or more separate zoning lots, (ii)° consented to or waived their respective right to declare that the Merged Zoning Lot is to be treated as two or more separate zoning lots for the· purpose and in accordance with the provisions of the Zoning Resolution, and (iii) consented to or waived their right to execute, now or in the future, and

. subordinated their right to, any declaration of zoning lot subdivision or any other form or instrument effectuating such subdivision.

9. Additional Parcels: Additional Development Rights.

(a) AU present and future "parties in interest" to the Merged Zoning Lot, including Owner, are hereby deemed to have (i) consented to, and waived objection to enlarging the Merged Zoning Lot covered by the Declaration to include one or more additional parcels (each an "Additional Parcel", and collectively, "Additional Parcels") to be brought into the Merged Zoning Lot, (ii) consented to or waived their respective right to declare that the Merged . Zoning Lot and any Additional Parcels are to be treated as one zoning lot for the purpose and in accordance with the provisions of \he Zoning Resolution, (iii) consented to or waived their right to execute, now or in the future, and subordinated their right to, the Declaration and any and all declarations of zoning lot restrictions and any and all modifications, amendments, additions, replacements, restatements or consolidations (each individually, an "Amendment", and collectively, "Amendments") thereof that relate to the Merged Zoning Lot and any Additional Parcels, (iv) consented to and subordinated their rights to this Agreement, and any and all Amendments thereof that relate to the Merged Zoning Lot and any Additional Parcels, (v) consented to and waived objection to the transfer of the Air Rights Parcels Excess Development Rights and any Additional Development Rights to the Developer Parcel and/or the Merged Zoning Lot, and (vi) consented, to, waived objection to, waived their right to execute, if any, and subordinated their respective interest to, any Transfer of Development Rights and Notice of Restrictions or similar documents required by the Zoning Resolution, including, without limitation, Sections 34-223, 35-35, 23-90 et seq. and 74-79 et seq. in connection with· the transfer 'of any Additional Development Rights; such consent, subordination and waiver shall be effective · whether or not such parties sign such consent, subordination and waiver or the documents to which such consent, subordination and waiver apply. Notwithstanding the foregoing, if requested by Developer, Owner shall, within twenty (20) business days after such request, execute, acknowledge and deliver one or more Amendments to the Declaration and/or this

· Agreement, or execute a waiver of Declaration and subordination to this Agreement or Transfer of Development Rights and Notice of Restrictions or similar document, and shall execute, acknowledge and deliver, or cause the execution, acknowledgement and delivery of, such other instruments as may reasonably be required, for the purposes of such enlargement of the Merged

16 KL329111S0.4

593

Zoning Lot or the transfer of the Air Rights Parcels. Excess Development Rights and any Additional Development Rights.

I 0. Third Partv Beneficiaries. No covenant or agreement contained herein shall inure to the benefit of any party, including, without limitation, any occupant of either the Developer Parcel or the Owner Parcel, other than to Owner and Developer, their respective heirs,

·. distributecs, successors and assigns, and any mortgagee of either the Developer Parcel or the Owner Parcel which may become a "mortgagee-in-possession," a purchaser who acquires title to

· the Developer Parcel or the Owner Parcel through a foreclosure proceeding or a "deed in lieu of foreclosure" or their respective heirs, distributees, successors and assigns, except as otherwise specifically provided herein. The parties hereto further acknowledge and agree that notl11ng herein contained grants to any party the right or easement of access upon or over the land of any other party, or the right to perfonn any construction upon the land of any other party, except as specifically provided herein or in any separate agreement that may be entered into by or among any of the parties hereto. ·

11. Binding Effect. All of the grants, interests, covenants, agreements and conditions contained in Uris Agreement:

(a) shall run with the lands and buildings affected and the parties' respective interests therein;

(b) shall inure to the benefit of and be binding upon every party having any right, title or interest therein or any part thereof and the heirs, distributees, successors and assigns of any such party, and any mortgagee of such party 'which may become a "mortgagee-in-possession", a purchaser who acquires title to the Developer Parcel or the Owner Parcel through a foreclosure proceeding or a "deed in lieu of foreclosure" or their respective heirs, distributees, successors and assigns;

(c) shall, to the extent rights hereunder are assigned to the holder of any mortgage encumbering any of the properties affected by this Agreement or any interest therein, be. enforceable by any such assignee as provided under any such mortgage or documents ancilllll)' thereto; and

( d) shall bind any third party who shall acquire any interest whatsoever in the Owner Parcel or the ·Developer Parcel, whether from a PartY hereto or its heirs, legal representatives, successors or assigns, and such third party's interest shall be subordinate to the provisions of this Agreement as if such third party had been a signatory to this Agreement.

12. Effect of Breach. No breach by any party to this Agreement of this Agreement or any of the Zoning Documents shall have any effect on the treatment of the Merged Zoning Lot as one zoning lot for purposes of the Zoning Resolution, and the Merged Zoning Lot shall be treated as one zoning lot.

17 KLJ 2911150-4

594

13. Breach Shall Not Defeat Mortgage. A breach of any of the terms, conditions, covenants, or restrictions of this Agreement or any of the Zoning Documents shall not defeat or render invalid the lien of any mortgage made for value which encumbers either the Developer Parcel or the Owner Parcel, but such terms, conditions, covenants or restrictions shall be binding upon and effective against any person who becomes an owner of either the Developer Parcel or the Owner Parcel by acquiring title thereto or any portion thereof by foreclosure, trustee's sale or otherwise.

14. Further Assurances. Owner and Developer each agree to execute, acknowledge and deliver such further instruments, and take such other or further actions as may be reasonably

· .. required in order to carry out and effectuate the intent and purpose of the Declaration, this . Agreement or any of the Zoning Documents, or to confirm or perfect any right to be· created or

transferred hereunder, all at the sole cost and expense of the party requesting such further assurances.

15. Remedies. In the event of any breach or threatened breach of this Agreement by any party hereto, the other party shall have the right to any remedy available at law or in equity, including but not limited to injunctive relief and specific performance.

16. Limitation of Liability. Notwithstanding anything to the contrary contained herein, each party hereto shall look only to the other party's then estate in the Owner Parcel or the Developer Parcel, as . the case may be, including insurance proceeds if applicable, for ihe satisfaction of their respective remedies, and no other property or assets. of the other party or its principals, officers, directors, trustees, members and partners disclosed or undisclosed, shall be subject to levy, execution or other enforcement procedure for the satisfaction of the first party's remedies hereunder. ·

· 17. Notices. Except as may be otherwise expressly provided in this Agreement, any bills, statements, notices, demands, requests, approvals, consents or other communications given or required to be given under or in connection with this Agreement ("Notices") shall be effective only if (a) in writing, (b) (i) sent by United States registered or certified mail, return receipt requested, postage prepaid; or (ii) delivered· by hand; or (iii) sent by nationally recognized overnight courier services, and (c) addressed as follows:

To Owner:

With a copy to:

K!.J29111.50.4

Gramercy 29 Apartments, Inc. c/o The Argo Corp. 50 West 17"' Street, 61h Floor New York, New York 10011 Attention: Jonathan Oblak Telephone: (212) 849-7000

Schechter & Brucker, P.C. 350 Fifth Avenue, Suite 4510 New York, New York 10118 Attention: Howard Schechter, Esq.

18

with a copy to:

With a copy to:

To Developer;

with a copy to:

595

Telephone; (212) 244-6600

The Pen & Brush, Inc. 29 East 22nd Street New York, New York Telephone: (212) 794-2928

Schechter & Brucker, P.C. 350 Fifth Avenue, Suite 45 I 0 New York, New York 10118 Attention: Howard Schechter, Esq. Telephone: (212) 244-6600

East 22nd St. Acquisition Holdings LLC c/o The Continuum Company 30 West 21" Street New York, New York 10036 Attention; Ian Bruce Eichner Telephone: (212) 554-3700

Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americas New York, New York 10036 Attention; Neil R. Tucker Telephone: (212) 715-9259

Each Notice shall be deemed to have been rendered or given (i) on the date delivered, if delivered by hand, (ii) on the next business day, if sent by nationally recognized overni'ght

· courier, or (iii) on the date which is three (3) business days after mailing;if mailed as provided in this Section I 7. Either party may at any time change the address for Notices to such party by giving a Notice as aforesaid. A Notice may be given by either party or such party's attorney.

18. Mortgagee Notice. All notices, demands, consents, approvals, requests or other communications which may be given by any party (the ''Notifying Party") pursuant to, under or by virtue of this Agreement shall, in the event either the Owner Parcel or the Developer Parcel is encumbered by a mortgage (a "Mortgage"), also be sent to the mortgagee thereunder (the "Mortgagee"), provided the Notifying Party has been previously given notice that either the Owner Parcel or the Developer Parcel, as the case may be, is encumbered by a Mortgage and the address for notices to such Mortgagee. All notices under this Section 18 shall be given in the same manner as provided in Section 17 hereof. In the event that any Notice shall be given by a Notifying Party of a Violation a Mortgagee of the Owner Parcel or the Developer Parcel, as the case may be, shall have .the same rights to remedy or cure such Violation as the Notifying Party.

19 Kl.l 29111 S0.4

596

Such remedy or cure perfonned by a Mortgagee shall be perfonned in accordance with, and pursuant to, the provisions of Section 7 hereof.

19. No Oral Awements; Integration. Except as stated in this Agreement and the exhibits and schedules annei<ed hereto, this Agreement contains all the promises, agreements, conditions, inducements and understandings between the parties relative to the matters stated herein and therein, and there are no promises, agreements, conditions, understandings, inducements, warranties or representations, expressed or implied, between the parties other t.han as set forth herein and therein. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all prior agreements and understandings of the parties in connection herewith, other than with respect to any agreement between the parties hereto either (i) executed and delivered simultaneously with this Agreement, and/or (ii) which, implicitly or explicitly, by its tenns survives the execution of this Agreement and/or the closing thereof. This Agreement may not be modified, amended or tenninated except by an instrument in writing signed by the parties hereto, except that any party in interest to any other parcels merged with the Merged Zoning Lot in accordance with the Declaration or an Amendment, thereto, shall be deemed to be bound by the provisions of this Agreement upon the execution of a document to that effect between Developer and such party only; provided, however, in the event the Owner Parcel or the Developer Parcel or any other parcel merged with the Merged Zoning Lot is encumbered by a mortgage, and the mortgagee thereunder reasonably requests a modification or amendment to this Agreement which does not materially increase the obligations or decrease the rights of the parties hereunder, the parties agree to amend or modify this Agreement accordingly.

20. Estoppel Certjficajes. Whenever requested by a party, the other party shall within ten (I 0) business days thereafter furnish to the requesting party a written certificate setting forth: (i) whether this Agreement is in fuU force and effect; (ii) the extent to which this Agreement has been assigned, modified or amended by any instrument, whether or not of record (and if it has, then stating the nature thereof); (iii) whether the other party has served any written notice of default under this Agreement, which default remains uncured; (iv) that the certificate may be relied upon by the requesting party; and (v) that, to the best of its knowledge, there exists no state of facts which, with the giving of notice, the passage of time, or both, would constitute a default by the requesting party under this Agreement. Such certificate shall act as a waiver of any claim by the party furnishing such certificate to the extent such claim is based upon facts which are

. contrary to those asserted in the certificate. but only to the extent the claim is asserted against a bona fide encumbrancer or purchaser for value without knowledge of facts contrary to those contained in the certificate and who has acted in reasonable reliance upon the certificate. Such .certificate shall in no event subject the party furnishing it to any liability whatsoever (except for fraud), notwithstanding the negligent or inadvertent failure of such party to disclose correct or relevant infonnation. ·

21. Recording. This Agreement shall be recorded. in the Office of the City Register for New York County.

20 KL3 2911150.4

597

22. Lien Law Covenant. Any consideration received by any of the parties hereto will be received subject to the provisions of Section 13 of the Lien Law.

23. Governing Law: Jurisdiction.

(a) This Agreement shall be governed by, and constru~ in all respects In accordance with, the internal· laws of the State of New York (without giving effect to New York's principles of conflicts oflaw).

(b) Each party hereby irrevocably submits to the exclusive jurisdiction of any New York State or Federal court sitting in the Borough of Manhattan, City of New York over any suit, action or proceeding commenced by or on behalf of any party hereto arising out of, or relating to, this Agreement. To the extent permitted by applicable law, Owner and Oeveloper hereby waive trial by jury in any action or proceeding, and with respect to any claim asserted in any such action or proceeding, brought by either of the parties against the other on any matter whatsoever·arising out of or in any way connected with this Agreement, the relationship of Owner and Oeveloper, any claim of injury or damage, or any emergency or other.statutory remedy with respect thereto ..

24. Non-Waiver of Performance. Any failure by a party hereto (collectively and/or individually referred to herein as the "non-wajving party") to insist upon the strict performance by the other party hereto of any of the provisions of this Agreement shall not be deemed a waiver of any of the provisions hereof, and the nonwaiving party, notwithstanding such failure, shall have the right thereafter to insist upon the strict performance by the other party of any and all of the provisions of this Agreement to be performed by the other party.

25. Pronouns. etc. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural as the identity of the person or persons may require. The terms "herein," "hereof," or "hereunder" or similar terms used in this Agreement refer to this entire Agreement and not to the particular provision in which the term is used unless a contrary intent is expressly set forth.

26. Counternarts. This Agreement may be executed in one or more counterparts, each of which when so executed and delivered shall be deemed an original, but all of which taken together shall be construed as and shall constituie but one and the same instrument.

27. Severability. If any term of this Agreement or the application thereof to any person or circumstance shall to any extent be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision·to persons or circumstances other than those as to which it is invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law, with the parties hereto covenanting nonetheless to negotiate in good faith, in order to agree upon the terms of a mutually satisfactory provision to be substituted for the term or provision which is void or unenforceable.

21 K.L) 29111,0.4

598

28. C!\l)tions; Headings. The captions, paragraph headings, titles and seciions of this . Agreement are inserted for convenience only and shall not in any way affect the meaning or . eonstruction of any provision of this Agreement.

29. Exhibits and Schedules. Each of the exhibits and schedules referred to herein and attached hereto is incorporated herein by this reference. ·

(Signature Page Follows!

22 KLJ29111~0.4

599

IN WITNESS WHEREOF, the parties hereto have executed and delivered this Agreement as of . the day and year first above written.

OWNER:

THE BOARD OF MANAGERS OF GRAMERCY 29 /\,f!,.lr APAR'FMill4<f:S CONDOMINUM

DEVELOPER:

Signature Page 10 29 E 22'' Streel ZLDA

600

STA TE OF N,EW YORK ) )ss.:


On the ~ day of ~.Jn the year 2013 befor1: me, the undersigned, personally appeared . ~:.>~ ~t-&4- , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(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 capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person or entity upon behalf of which the individual(s) acted,

-zl?' Not p . KENNETH R. WONG Notary ~CJblic, State or New York

No. 01W04967932 Quanfied In Naw Votk County

Commission Expire& June 11, 2014 STA TE OF NEW YORK ) )ss.:


On the J/ ~of ~ in the year 2013 befo~r~e:Jll>:'::"'~m::~~::::__ personally appeared :J.Lv. ~/U& C'c:h.+"'7 , p nally known to me . proved to me on the basis of satisfactory evidence to be the indivt ua w ose name ts su sen

· to the within instrument and acknowledged ·to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person or entity upon behalf of which the individu cuted the instrument.

8HARON H. McCUU.OCH Ndary Pul>llc. Sl8!8 of New YO<I<

No. 01MC6:124121 Quallfed In NewYOlkCOU11Y

COlftm188lan Erplm: June 28, 20'14

SEAL

Signature Page lo 29 E 22'' Street ZLDA

601

EXHIBIT "A"

Legal Description - Owner Land

Lot 1801 & 1802 (part of29 E 22•d Street)

The Condominium Units (hereinafter referred to as the "Units") in the building (hereinafter referred to as the "Building") known as Gramercy 29 Condominium and by the Street Number 29 East 22nd Street, County of New York, State of New York, said Units being designated and described in a Declaration dated January 31, 2008, made by Gramercy 29 Apts., Inc., pursuant to Article 9-B of the Real Property Law of the State ofNew·York (hereinafter referred to as the ~·condominium Act") establishing a plan for condominium ownership of the Building and Land (hereinafter referred to as the "Land") upon which the Building is situated (which Land is more particularly described as below), which Declaration was recorded in the City Register's Office on April I 0, 2008 as CRFN 2008000144962, (which Declaration and Amendments (if applicable) thereto are hereinafter collectively referred to as the "Declaration"). The Units are also designated as Tax Lots 180 l and 1802 in Block 851, Section 3 of the County of New York on the Tax Map of the Real Property Assessment Department and on the Floor Plans of the Buildings, certified to Margaret F. Salamone, Registered Architect and filed with the Real Property Assessment Department as Condominium Plan No. 1850 and also filed in the City

·Register's Office on April 10, 2008 as Map No. CRFN 2008000144963.

Together With 190% of the Common Elements (as such term is defined in the Declaration).

The Land area on which the building containing the unit is erected is described as follows:

ALL that certain plot, piece or parcel ofland, situate, lying and being in the Borough of Manhattan, City, County and State ofNew York, bounded and described as follows:

BEGINNING at a point on the northerly side of 22nd Street distant 273 feet per Tax Map and Deed in Reel 472, Page 119 (Certificate of Occupancy 80060 dated February 29, 1980 shows 272 feet 8 inches) westerly from the comer formed by the intersection of the northerly side of 22nd Street with the westerly side of 4th Avenue;

RUNNING THENCE northerly parallel With the westerly side of 4th Avenue and part of the distance through a party wall, 98 feet 9 inches to the center line of the block;

· · THENCE westerly along said center line and parallel With the northerly side of 22nd Street, 52 · feet;

THENCE southerly again parallel With the westerly side of 4th Avenue and part of the distance through another party wall, 98 feet 9 inches to the northerly side of 22nd Street;

THENCE easterly along the northerly side of 22nd Street, 52 feet to the point or place of BEGINNING.

602

EXHIBIT "B"

Legal Description - Developer Land

Block 851. Lot 32:

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 ai a point on the northerly side of 22nd Street, which is distant 125 feet westerly from the comer formed by the intersection of the westerly side of Park Avenue South formerly Fourth Avenue, with the said northerly side of 22nd Street;

.RUNNING THENCE northerly parallel with Park Avenue South and part of the distance through a party wall, a distance of98 feet 9 inches to the center line of the block;

RUNNING THENCE westerly along the center line of the block -and parallel with 22nd Street, a distance of 50 feet to a point opposite the center line of a party wall;

RUNNING THENCE southerly and part of the distance through the center line of a party wall and parallel with Park Avenue South, a distance of 98 feet 9 inches to the northerly side of 22nd Street, and


·Said premises being known as 41-43 East 22"4 Street, New York, New York

KL3291llSO.<i

• . '

603

EXHIBIT "C" Parties In Interest Certification

604

' . '·' ·

N.B.# ______ _

or ALT.#._'--------

EXtilBITll

CERT!F1CATION PURSUANT TO ZONING LOT SUBDIVISION D OF SECTION 12-10

OF THE ZONING RESOLUTION OF DECEMBER 15, 1961 OF THE CITY OF NEW YORK - AS AMENDED

EfFECTIYE AUGUST 18. 1977

Kensington Vanguard National Land Services of N.Y., as agent for Stewart Title Insurance Company, a title Insurance company authorized 10 do business in the State of New York and having its principal office at 39 West 37•h Street, New York, New York, 10018, hereby certifies that as to the land hereafter described being a tract of land, either unsubdivided or consisting of two or more lots of record, contiguous for a minimum of ten linear feet, located within a single block, that all the parties in interest constituting a party as defined in Section 12-10, subdivision ( d) of the Zoning Resolution of the City of New York, effective December 15, 1961, are the following:

Name & Address

East 22ND St. Acquisition Fee Owner, Lot 32 Holdings LLC . 30 West 21" Street, 111

• Floor New York, NY 10010

Gemini Funding LLC Mortgage Holder, Lot 32 c/o Davidson Kempner Capital Management LLC 65 East55th Strei, 19'" Floor New York, NY 10022

45 E 22 LLC Fee Owner, Lot 34 c/o Walter & Samuels, Inc. 419 Park Avenue South New York, NY 10016

Coach House Net Lessee, Lot 34 Restaurant, Inc, 234 West 56'" Street New York, NY 10019

Declaration or Waiver

Declaration

Waiver

Waived, by lenns of Declaration of Zoning Lot Restrictions and ZLDA, siinultaneously herewith

Waiver

Country Bank 655 Third Avenue,9'h Fl. New York, NY 10017

33 East 22N° Street Tenants Corp. . 33 East 22•• Street New York, NY 10010

The Dime Savings Bank of Williamsburgh 209 Havemeyer Street Brooklyn, NY 11211

Fannie Mae 3900 Wisconsin Avenue, N.W. Washington, D.C. 20016

605

Mortgage Holder on Net Lease, Lot 34

Fee Owner, Lot 28

.Mortgage Holder, Lot28

Mortgage Holder, Lot28

CEECEE Associates LLC Fee Owner, Lot 49 40 'East 23'" Street, New York, NY 10010

JP Morgan Chase Mortgage Holder, Lot 49 Bank, N.A. 3929 West Carpenter Freeway Irving, TX 75063

Waiver

Waived, by tenns of Declaration of Zoning Lot Restrictions and

ZLDA, simultaneously herewith

Waiver

Waiver

Declaration

Waiver

The Board of Managers of Gramercy 29 Condominium

on behalf of the individual Declaration

29 East 22•d Street New York, NY 10010

unit owners, pursuant to the Declaration of Condominium, Base Lot 26, Unit Lots 1801 & 1802

606

The subject tract of land with respect to which the foregoing parties are the parties in interest as aforesaid is known as Tax Lot Numbers 32, 34, 28, 49 and (Base Lot 26) Unit Tax Lots 1801 & 1802 in Block No. 851, as shown on the Tax Map of the City of New York for the Borough of Manhattan and more particularly described as follows:

(See Exhibit A annexed hereto)

That the said premises are known as and by the street address: 29 - 45 East 22•d Street a.nd 40 East 23•• Street, New York, New York, as shown on the following diagram:

Block 851

(See Exhibit B annexed hereto)

NOTE: A Zoning Lot may or may not coincide with a lot as shown on the Official Tax Map of the City of New York or on any recorded subdivision plot or deed. A Zoning Lot may be subdivided into two or more zoning lots provided all the resulting zoning lots and all the buildings thereon shall comply with the applicable provisions of the zoning lot resolution.

607

IN W,JTNESS WHERE OF THIS CERTIFICATION HAS BEEN EXECUTED THIS 7~AYOFJune,2013 .

Kensington Vanguard National Land Services of N. Y.

By: _ __..A;"--=---'~=~~:::::::::::::-_ Robert Audette, Executive Vice President

State of New York ) ) ss.:

County of New York ) 1J,...-

On the 7 day of June in the year 2013 before me, the undersigned, personally appeared Robert Audette personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

{)Jk~ Notary Public

ROBERT GILMAN Notary Public ·State of New Vor:

No. 02Gt6103384 Qualliled In New l'ork County

MyCommlsslo1<Explres-..]/.3' q (~1<;.

608

Exhibit A

609

Lot 32

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 a point on the northerly side of 22nd Street, which Is distant 125 feet westerly from the corner formed by the Intersection of the westerly side of Park Avenue South, formerly Fourth Avenue, with the northerly side of 22nd Street;

RUNNING THENCE northerly parallel with Park Avenue South and part of the distance through a party wall, a distance of 98 feet 9 Inches to the center line of the block;

RUNNING THENCE westerly along the center line of the block and parallel with 22nd Street, a distance of SO feet to a point opposite the center line of a party wall;

RUNNING THENCE southerly and part ofthe distance through the center line of a party wall and parallel with Park Avenue South, a distance of 98 feet 9 Inches to the northerly side of 22nd Street; and


Lot 34

ALL that certain plot, piece or parcel of land, situate, lying and being In the Borough of Manhattan, · County, City and State of New York, bounded and described as follows:

BEGINNING at a point In the northeny side of East Twenty-Second Street, distant one hundred feet westerly from the northwesterly corner of Park Avenue South, f/k/a Fourth Avenue and East Twentv· Second Street;

RUNNING THENCE northerly parallel with Park Avenue South, ninety-eight feet, nine inches;

THENCE westerly parallel with the northerly side of East Twenty-Second Street, twenty-five feet;

THENCE so·utherly parallel with Park Avenue South and part of the way through a party wall, ninety. eight feet, nine Inches to the northerly side of East Twenty-Second Street;

THENCE easterly along the northerly side of East Twenty-Second Street, twenty-five feet to the point or place of BEGINNING.

610

Lot 28

ALL that certain plot, piece or parcel of land, situate, lying and being In the Borough of Manhattan, County, City and State of New York, bounded and described as follows:

SEGINNING at a point on the northerly side of East 22nd Street, distant 175 feet westerly from the

corner formed by the intersection of the northerly side of East 22nd Street, and the westerly side of Park Avenue South (formerly known as 4th Avenue);

RUNNING THENCE northerly parallel to Park Avenue South, part of the way through a party wall, 98 feet 9 Inches to the center line of the block;

THENCE westerly along the center line of the block, 98 feet;

THENCE southerly again parallel to Park Avenue South and part of the distance through another party wali, 98 feet 9 Inches to the northerly side of East 22nd Street; and

THENCE easterly along the northerly side of East 22nd Street, 98 feet to the point or place of BEGINNiNG.

Lot 49

ALL that certain plot, piece or parcel of land, situate, lying and being In the Borough of Manhattan, County, City and State of New York, bounded and described as follows:

BEGINNING at a point on the southerly side of 23rd Street, distant 200 feet westerly from the corner formed by the Intersection of the westerly side of 4th Avenue, with the southerly side of 23rd Street;

RUNNING THENCE southerly parallel with Park Avenue South, formerly known as 4th Avenue, 98 feet 9 inches;

THENCE westerly parallel with 23rd Street, 23 feet;

THENCE northerly parallel with Park Avenue South, formerly known as 4th Avenue, up to and through the middle of party wall, 98 feet 9 Inches to the southerly side of 23rd Street;

THENCE easterly along the southerly side of 23rd Street, 23 feet to the point or place of BEGINNING.

611

Base Lot 26, Unit lots 1801 & 1802

The Condominium Units (hereinafter referred to as the "Units") In the building (hereinafter referred to as the" Buifdlng") known as Gramercy 29 Condominium and by the Street Number 29 East 22nd Street, County of New York, State of New York, said Units being designated and described In a Declaration dated January 31, 2008, made by Gramercy 29 Apts., Inc., pursuant to Article 9-B of the Real Property Law of the State of New York (hereinafter referred to as the "Condominium Act") establishing a plan for condominium ownership of the Building and land (hereinafter referred to as the "land") upon which the Building Is situated (which Land Is more particularly described as below), which Declaration was recorded In the City Register's Office on Aprll 10, 2008 as CRFN 2008000144962, (which Declaration and Amendments (If applicable) thereto are hereinafter collectively referred to as the "Declaration"). The Units are also designated as Tax lots 1801 and 1802 In Block 851, Section 3 of the County of New York on the Tax Map of the Real Property Assessment Department and on the Floor Plans of the Buildings, cert!Red to Margaret F. Salamone, Registered Architect and flied with the Real Property Assessment Department as Condominium Plan No. 1850 and also filed In the City Register's Office on April 10, 2008 as Map No. CRFN 2008000144963.

Together with 100% of the Common Elements (as such term Is defined in the Declaration).

The land area on which the building containing the unit Is erected is described as follows:

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 a point on the northerly side of 22nd Street distant 723 feet per Tax Map and Deed In Reel 472, Page 119 (Certificate of Occupancy 80060 dated February 29, 1980 shows 272 feet 8 lnches) westerly from the corner formed by the Intersection of the northerly side of 22nd Street with the westerly side of 4th Avenue;

RUNNING THENCE northerly parallel with the westerly side of 4th Avenue and part of the distance through a party wall, 98 feet 9 Inches to the center line of the block;

THENCE westerly along said center line and parallel with the northerly side of22nd Street, 52 feet;

THENCE southerly again parallel with the westerly side of 4th Avenue and part of the distance through another party wail, 98 feet 9 Inches to the northerly ~Ide of 22nd Street;

THENCE easterly along the northerly side of 22nd Street, 52 feet to the point or. place of BEGINNING.

612

Exhibit B

613

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Sl.OCK 851 LOT :26

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614

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.. ... 24'

29 EAST 22ND STREK'/' MANHA lTAN-SURVE'\'INCl 505 &th Awnu9, Sillto '°'

Nou YG01<. NY 10010

615

EXHIBIT "17"

PROPERTY DEED

#26101445_v6

616


This page is part of the instrument. The City Register will rely on the infonnation provided by you on this page for purposes of indexing this instrument.The iufonnation on this page will control for indexing purposes in the event of any conflict with the rest of the document.

617

201306120146900 I 002EBDC8 RECORDING AND ENDORSEMENT COVER PAGE PAGE10F4

Document ID: 2013061201469001 Document Date: 06-07-2013 Preparation Date: 06-12-2013 Document Type: DEED Document Pa e Count: 3

PRESENTER: RETURN TO: KENSINGTON VANGUARD 39 WEST 37TH STREET, TITLE N0.811722 HOLD/ PICKUP SEARCH NY NEW YORK, NY 10018 2 I 2-532-8686 [email protected]

DANIEL BERMAN, ESQ. KRAMER LEVIN NAFT ALIS & FRANKEL LLP 1177 A VENUE OF THE AMERICAS NEW YORK, NY 10036

PROPERTY DATA Borough Block Lot Unit Address MANHA TT AN 851 32 Entire Lot 41-43 EAST 22ND STREET

Property Type: COMMERCIAL REAL ESTATE

CROSS REFERENCE DATA

CRFN ___ or DocumentlD ___ or ___ Year_._ Reel __ Page __ or File Number ___ _

PARTIES GRANTOR/SELLER: GRANTEE/BUYER: ONE HAND REAL TY, LLC CIO ELMADANI SAD EK, 829 SIXTH A VENUE,, 2ND FLOOR

EAST 22ND ST. ACQUISITION HOLDINGS LLC 30 WEST 21ST STREET, 1 lTH FLOOR NEW YORK, NY 10010

NEW YORK, NY 10001

FEES AND TAXES

· Filing Fee: $ 0,00 250.00

925,312.50

0.00 RECORDED OR FILED IN THE OFFICE 0.00 O.F THE CITY REGISTER OF THE 0.00 CITY OF NEW YORK 0.00 Recorded/Filed 07-26-2013 15:40

Affidavit Fee: $

0.00 City Register File No.(CRFN):

S~~~ /)_ . _,,_ AY.J~.:~000295142 0.00 ~/~

City Register Official Signature

618

NY~ 1005 Bargain and Sale Deed, with Covenant against Grantor's Acts-Individual or Corporation (Single Sheet)

. \.&Sb/! THIS INDENTURE, mad.j,tho t!4ay of Juno, 2013

BETWEEN

One Hand Realty, LLC, with an address at c/o Elrnadani Sadek, 829 Sixth Avenue, 2nd Floor, New York, NY 10001

party of !he first part, and

Eaat 22'' St. Acquisition Holdings LLC, with an address at 30 West 21" Street, I l"Floor, New York, NY 10010

party of the second part,

W!TNESSETH, that the party of the first part, inconsideration of Ten and no/100 (SI0.00) Dollars paid by the party of the second part, does hereby grant and release unto the party of the second part, the heirs or successors and assigns of the party of the second part forever,

ALL that certain plot, piece or parcel of land, with the buildings ~d improvements thereon erected, situate, lying and being in !he Borough of MBl'lhattan, City of New York and State of New York bowided and described as follows:

Exhibit "A" attached hereto

BEING the swne premises previously conveyed by deed dated January 17, 2006 and recorded March 14, 2006 as CRFN 2006000142800, as con finned by Confinnatory Deed made by One Hand Realty, LLC dated February 2, 2012 and recorded February 10, 2012 as CRFN 2012000057432.

TOGETHER with all right, title and interest, if any, of!he party of the first part in and to any streets and roads abutting the above described premises to the center lines thereof;

TOGETHER with the appurtenances and all !he estate rights of!he party of the first part in and to said premises; TO HA VE AND TO HOLD the premises herein granted unto the party of the second part. the heirs or successors and assigns of the party of the second part forever.

AND the part)' of the first part covenants that !he party of tho fi"t part has not done or suffered anything whereby the said premises have been encumbered ln any way whatever, except as aforesaid.

AND the party of the fust part, in compliance with Section 13 of the Lien Law, covenants that the party of the first part will receive the consideration for this conveyance and will hold the right to receive such consideration as a trust fund to be applled first for the purpose of paying !he cost of the improvement and will apply the same first to !he payment of the cost of the Improvement before using any part of!he total of the same for any Other purpose. The word "party" shall be construed as if it read "parties" ~henever the sense of this indenture so requires. · IN WITNESS WHEREOF, tho party of !he first part has duly executed this deed the day and year first above Wliltr:n.

IN PRESENCE OF: Realty, LLC

a4~ madani Sadek, Managing Member

~ \

STA TE OF NEW YORK, COUNTY OF NEW YORK ss.: .

On thesi_the day of~ 2013 before me personally appeared Blmadani Sadek, personally known to me or proved to me on the basis of satisfactory evidence to be the individuaJ whose" name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, e.nd that by his signature on the instnunent. the individual, or the person upon behalfofwhlch the individual acted, executed the instrument.

Notary Public

BARGAIN AND SALE DEED WITH COVENANT AGAINST GRANTOR'S ACTS

ONE HAND REALTY, LLC

TO

EAST 22"° ST. ACQUISITION HOLDINGS LLC

Reserve this space for Office Use

619

SEAL

Section: 3 Block: Lot: County or Town: Street Address:

851 32

New York 41-43 E. 22"" Street

RETURN BY MAIL TO Daniel Bennan, Esq. Kramer Levin Naftalis & Frankel LLP 1177 Avenue of the Americaa New York, NY 10036

620

Exhibit A

ALL that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in the Borough of Manhattan;

BEGINNING at a point on the northerly side of22"d Street, which is distant J 25 feet westerly from the comer formed by the intersection of the westerly side of Park Avenue South formerly Fourth Avenue, with the said northerly side of22"0 Street;


RUNNING THENCE westerly along the center line of the block and parallel with 22"d Street, a distance of 50 feet to a point opposite the center line of a party wall; ·

RUNNING THENCE southerly and part of the distance through the center line of a party wall and parallel with Park Avenue South, a distance of98 feet 9 inches to the northerly side of22"d Street, and

1•1 ••

THENCE easterly along the northerly side of22"d Street, a distance of 50 feet to the point or place of BEGINNING.

COMMONLY KNOWN AS 41-43 E. 22•d Street, New York, NY 10010.

NYC DEPARTMENT OF FlNANCE OFFICE OF THE CITY REGISTER

621

2013061201469001002S7349 SUPPORTING DOCUMENT COVER PAGE

Document ID: 2013061201469001 Document Date: 06-07-2013 Document Type: DEED

ASSOCIATED TAX FORM ID: 2013051500366

SUPPORTING DOCUMENTS SUBMITTED:

DEP CUSTOMER REGJSTRA T!ON FORM FOR WATER AND SEWER BILLING RP· 5217 REAL PROPERTY TRANSFER REPORT

PAGE l OFl. Preparation Dute: .06· 12-2013

Page Count 2 3

622

FOR CITY USE! ONLY

C1. County Cod• ._1 _.__,! ca. Oat. O..d I I I * Reconfed ~"UDlitll=-"-.bij"""-"'""'"""-' I

.__,__,~....__...__. C4. Pago t...I _._ ....... _.__.._,1

Rl!ALPROPERTYTRANSFERREPORY ITATIOJ'N!WYORK

STA'YeEIOAROOPRVU .. PRCPER'fYSl!fMOE!I

RP =5217NYC

1. PL"' ... "!,rfY00

I 4143 u ii+RlliTlfJLiDli'.R

I !!AST 22ND STREET iilldtiWIC

2.Buyor L 1!.AST22NO ST. ACQUISITION HOLDINGS LLC Name u.s1 iWi5 1 60ffii!W'r'

WYA:iliS1iS&ihM'

8.Chlad

,iii!jfiWli!

I MANHATIAN - I 10010 ii1'606i

I riXTii ! iiP &l6i

4A. Planning Boaf'd A.Wrovul. NIA tar NYC 46, J'Grtaaturaf OSfRd NO&:e - NIA far NVC

ctlselt th• IK111.n btlow u tflovapp~:

,, ... ,., ._I -==~_,! X ~I --..--~! o• ~I -~~-=,_~·~~~ Stu FRONT l'ili!T bl!Pil4 au u. Ovmmnrp Type b CondOl'l'llnWm B f, New conitruefloo on Vacant Lant!

a, a.aner I ONl!HANDRBA.LTY,LLC Name w1Hiii11C&i1>::WV

e. Chtek the bo" balow wfllch mo&l IC4ur.mtv do scribes the uso of the propenv at the time of tale: AB one Faml!y ReskSen11a1 c E3 RIE!Jldvntl81Yaelmt LUIW E [!] comnwdal O E3 Enterurinment1 AmUliemenl B 2 <lf :t Fumlty Re"Sfdentlal D Non-Rwlden11111 Vaeanl land F O AplUtrnell! H COmmUl'llt'/ BelVlc:e

I E3 lndu~llfal J Pub!IC 8eNtce

I SALE INFORMATION I 10. &•I• contract Date 8 I 8 I 2012 I

Miiiiifi thiY y..,

11. Date ot h!e I Tntmrftr 6 t 7 I 2013 I Mllilill 6111 ..,_

"""""""""'$ j ,3,512.$,010 0 01 ( Fuh Sale Price I& UM lotat amounl paid ror Ille PfUpelty ~Ing personal property. TN& payment may be In 11\e fom\Of cash, otNlr property or;oo:fs, or tM auumpUon ol 11'\0rtaaoes or oltter abllg3tlClns.) P/taMJ round fo flle 11ta~1rW11ae dcJlar amount.

13. lru:llcale th• valu• Of parsonal property 1n"ud1d Jn \he Pl•

Safe Between RelaWes or Fortmlf RNIJVes 8&1e Between Rallted Cornpa•le$ or Partners In BusJna&s

Ontt of the Buyers ts aJso a Selklr euyeror seuer IS Government Agency Of Lending lflstlluUoo Deoa Typu l'lot Warranty Cf hl'galn and Sale (Spic:l't 8etJw)

sate offtaCUonal 01 LCM Ullm Fee lnterm l SpeC:l1'y BeiOW)

signl!!Qlnt crmnge 1n PtOpeny eetween Tax8b!e 8"11.1usand sate oate:s Siie of Bu$1rte$$" lnckrlfed tn $8Je PrlQI

other unusual Factors MeettRg saie Pnte (Specify aeiow)

None

ASSESSMENT INFORMATION - Oats should ronact Iha letosl FlnolAssessmonl Roll and T•• Bih

11. Bui/ding Class L.£..1.J 1&. Totail Aas.ess•d Value 101 all parct11 an tnin•f'ifJ 1.I -~~-1-~-"-"2_,,1 .o.O~"'-~O"-ll-6"--''--'-0~, .o.O~f 17. eorough, BloelC and t.01 / RoR ldeftttfl11r(1J) ( ff more than dlree, attacih sheei Wllft 1d<1ttlonal llfentlttel'(SJ I

MANHATIAN 851 32 J

-~·

201305150036620105

CERTIFICATION ,

623

I CltttfytNt 1U of 11!1 Item• Of lntonnauonenterH Oii lltll form er. tnll 1nd correct etoU11 Hft _cll my tnowte4'111nd llilllef) l:ml P.Htdlf111M thl'I the m1ttn11 ot any WUlfUlflJM •t1t11n1ntormicma1 tad t11Nlft wm •DJ•ctmt to 1tlt provlllont otUt• p1T11l 11Wftlrt!W to Gil mlklftl 11\CI filing. af ft.1N lnstnltn.ntl,

BUYER BUYER'& ATIORNEY •

30 WESTllST ST. llTII FLOOR

NEW YORK

' 2013051500366201

l<Ll l9'Ul04.I

624

SIGNATURE l'AGE ATTACHED TO

REALPROl'ERTYTRANSFERREPORT STATE OF NEW YORK

STATE BOARD OF REAL PROPERTY SERVlCBS Form RP· 5217NYC

ACRISFORM

IHJYER:

/

625

The City of New York Department of Environmental Protection Bureau of Customer Services 59·17 Junction Boulevard Flushing, NY 11373·5108

Customer Registration Form for Water and Sewer Billing

Property and Owner Information:

(1) Property receiving service: BOROUGH: MANHATTAN BLOCK: 851 LOT: 32

(2) Property Addreaa: 41-43 EAST 22NO STREET, NEW YORK, NY 10010

(3) Owner's Name: EAST 22ND ST. ACQUISITION HOLDINGS LLC

Additional Name:

11.ffirmation:

I ./ I Your water & sewer bills will be sent to the property address shown above.

::ustomer Billing Information: Please Note:

A. Water and sewer charges are the legal responsiblllty of the owner of a property receiving water and/or sewer service. The owner's responsibility to pay such charges is not affected by any lease, license or

. other arrangernent, or any assignment of responsibility for payrnent of such charges. Water and sewer charges consUtute a lien on the property until paid. In add!Uon to legal action against the owner, a failure to pay such charges. when due may result In foreclosure of the lien by the City of New York, the property being placed In a lien sale by the City or Service Te""inatton.

B. Original bills for water and/or sewer service will be malled to the owner, at the property address or to an alternate malling address. DEP will provide a duplicate copy of bills to one other party (such as a managing agent), however, any failure or delay by DEP In providing duplicate copies of bills shall In no way relieve the owner from his/her llablllty to pay all outstanding water and sewer charges. Contact DEP at (716) 595·7000 during business hours or visit www.nyc.gov/dep to provide us with the other party's information.

:>wner's Approval:

The undersigned certifies that he/she/It Is the owner of the property receiving service referenoed above; that he/she/It has read and understands Paragraphs A & B under the section captioned 'Customer Billlng Information'; end that the information supplied by the undersigned on this form Is true and complete to the best of his/her/its knowledge.

Print Narne o~er:

Signature: ~ft/~ Date (mrnlddlyyyy)

Name and Title of Person Signing for Owner, If applicable:

ICS-7CRF-ACRIS REV. 8106

2

2013051500366101

626

. SIGNATURE PAGE ATTACHED TO

CUSTOMER REGISTRATION FORM FOR WATER AND SEWER BILLING

QWNER;

By:

627


This page is part of the instrnment. The City Register wilt rely on ~he information provided by you on this page for purposes of indexing this instrument.The information on this page will control for indexing purposes in the event of any conflict with the rest of the document.

201306120146900 I 002EBDC8 RECORDING AND ENDORSEMENT COVER PAGE PAGE 1 OF4


Preparation Date: 06-12-2013

Document Pa e Count: 3

PRESENTER: RETURN TO: KENSINGTON VANGUARD DANIEL BERMAN, ESQ. 39 WEST 37TH STREET, TITLE NO.SJ 1722 HOLD/ PICKUP SEARCH NY

KRAMER LEVIN NAFTALIS & FRANKEL LLP 1177 A VENUE OF THE AMERICAS

NEW YORK, NY 10018 212-532-8686

NEW YORK, NY I 0036

[email protected]

PROPERTY DATA Borough Block Lot Unit Address MANHA IT AN 851 32 Entire Lot 41-43 EAST 22ND STREET

Property Type: COMMERCIAL REAL ESTATE

CROSS REFERENCE DA TA CRFN___ "r DocumentlD ___ or ___ Year __ Reel __ Page __ or File Number ___ _

PARTIES GRANTOR/SELLER: GRANTEE/BUYER: ONE HAND REAL TY, LLC CIO ELM ADAN! SADEK, 829 SIXTH A VENUE,, 2ND FLOOR

EAST 22ND ST. ACQUISITION HOLDINGS LLC 30 WEST 21ST STREET, I ITH FLOOR NEWYORK,NY 10010

NEW YORK, NY 10001

TOTAL: Recordin Fee: Affidavit Fee:

FEES AND TAXES

Filing Fee: $ 0.00

0.00 0.00 0.00 0.00

52.00 0.00

$ 250.00

925 312.50

City Register Official Signature

628

NY • I 005 Bargain and Sale Deed, with Covenant against Grantor's Acts·lndividual or Corporation (Single Sheet)

THIS INDENTURE, madSi:e t!Aay of Jnne, 2013

BETWEEN

One Hand Realty. LLC, with an address at c/o Elmadani Sadek1 829 Sixth Avenue, t 1ct Floor, New York, NY 10001

party of the firs< part, and

East 22"" St, Acquisition Holdings LLC, with an address at 30 West 21" Street, I l"' Floor, New York, NY 10010

party of the second part,

WITNESSETH, that the party of the first part, in consideration of Ten and no/100 ($10.00) Dollars paid by the party of the second part, does hereby grant and release tmto the party of lhe second part, the heirs or successors and assigns of the party of the second part forever,

ALL that certain plot, piece or parcel of land, with the buildings arid improvements thereon erected, situate, lying and being in the Borough of Manhattan, City ofNew York and State of New York bQunded and described as follows:

Exhibit 0 A" attached hereto

BEING the same premises previously conveyed by deed dated January 17, 2006 and recorded March 14, 2006 as CRFN 2006000142800, as continued by Confirmatory Deed made by One Hand Realty, LLC dated February 2, 2012 and recorded February 10, 2012 as CRFN 2012000057432.

TOGETHER with all right, title and interesl, if any, of the party of the first part in and to any streets and roads abutting the above described premises to the center lines thereof;

TOGETHER with the appurtenances and all the estate rights of the party of the first part in and to said premises: TO HA VE AND TO HOLD the premises herein granted unto the party of the second part, the heirs or successors and assigns of the party of the se<:ond part forever.

AND the party of the first part covenants that the party of the first part has not done or suffered anything whereby the said premises have been encumbered in any way whatever, except as aforesaid.

AND the party of the first part, in compliance with Section 13 of the Lien Law, covenants that the party of the first part will receive the consideration for this conveyance and will hold lhe right to receive such consideration as a trust fund to be applied first for the purpose of paying the cost of the improvement and will apply the same first to the payment of the cost of the improvement before using any part of the total of the same for any other purpose. The word 11party" shall be construed as if it read 11parties" ~he never the sense of this indenture so requires. · IN WITNESS WHEREOF, the party ofthe first port has duly executed this deed the day and year first above written.

fN PRESENCE OF:

~ \

STATE OF NEW YORK, COUNTY OF NEW YORK ss.:

On the!i_the day of~ 2013 before me personally appeared Elmadani Sadek, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within Instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notfll)' Public

BARGAIN AND SALE DEED WITH COVENANT AGAINST GRANTOR'S ACTS

ONE HAND REALTY, LLC

TO

629

EAST 22ND ST. ACQUIS!TlON HOLDINGS LLC ·

Reserve this space for Office Use

SEAL

Section: 3 Block: Lot: County or Town: Street Address:

8SI 32

New York 41-43 E. 22"' Street

RETURN BY MAIL TO Daniel Berman, Eaq. Kramer Levin Naftalis & Frankel LLP 1177 A venue of the Americas New York, NY I 0036

630

Exhibit A

ALL that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in the Borough of Manhattan;

BEGINNING at a point on the northerly side of22"d Street, which is distant 125 feet westerly from the comer formed by the intersection of the westerly side of Park Avenue South formerly Fourth Avenue, with the said northerly side of22"d Street;


. RUNNING THENCE westerly along the center line of the block and parallel with 22"d Street, a distance of 50 feet to a point opposite the center line of a party wall;

RUNNING THENCE southerly and part of the distance through the center line ofa party wall and parallel with Park Avenue South, a distance of 98 feet 9 inches to the northerly side of 22"d Street, and ,., .. THENCE easterly along the northerly side of22"d Street, a distance of 50 feet to the point or place of BEGINNING.

COMMONLY KNOWN AS 41-43 E. 22"d Street, New York, NY 10010.


63 l

201306120146900100287349 SUPPORTING DOCUMENT COVER PAGE


ASSOCIATED TAX FORM ID: 2013051500366

SUPPORTING DOCUMENTS SUBMITTED:

DEP CUSTOMER REOISTRA TION FORM FOR WATER AND SEWER BILLING RP-5217 REAL PROPERTY TRANSFER REPORT

PAGE I OF I . Preparation Oate:.06-12-2013

Page Count 2 3

632

FOR CITY USE: ONl V

C1. County Code Li.....J e2. Dot. Dmod LI --·'-~.J.'~--'1 Recorded - MOlilii WY Yeat

C3. Book OR

C6.CRFN

1 , , I C4. Page LI _._..__,__,__,1

I

OPERTY!NFQRMI\' ""'N 1

""'"P'"Y I 41-43 Location stRlltTtiAiiiili

I EAST22NDSTREET iiiiUTNlMI

Uuv•r [ l!AST22NDST.ACQUISl'l10NHOLDINGSLLC Name Wl iWii&' 1 at!i'N«

L LkST!'IAm:/¢16Wi;ikf

ITATSOPH9WYORK STA 18 BOARD Of' ltl!At. PROPERTY 8EfMCl!S

* Rl!Al..PROPERTVmANSFERREPORT

RPm5217NYC

1 MANHA.TIAN

"""""' 110010

iJp @i

3. 'fax 1m:i1ea1e ""'1ere tutu1e Tax ews are co be sent IBlnlftg ll'othettnm IX!yerstkk'esll {atbo1tom01rorm} LI -==~==~---------'--~==~----------J AO dress - ~' iWii I ~f"Nii' ,ili$T NMll

6TY 011 i'6Wll

4. lndteiitv the num!Hr or Att•••ment Roll p.111Ctl» tr1n1tomd on tho d1111d '-~-~.;...,' #OIPatcetJ OR 0 PartofoParcel

4A. Planning Boan:J ~prowl· NIA ror NYC -48. Agf1CIJftursl Otstnet NOUCe • WA tar NYC

CMllk th• boxu fHJow u they applJ:

e. teller 1 ONE HAND REALTY, LLC Name Wi1WL«1SOiiiiANV

G. OWncrmlp Type b ConllOmltllum

7. New construction on vacant Land B

ii, Choe.le the ho• belOw wfllett most accuratolr dasertbos die use ot itlo pro!"ny at 111a ttm1 of u~; AB One FemUy Re!itooolf81 C El ReslCfenHalV1tcan1 Llmd E GJ Commercial 0 D Enle1telnment1 Amtn~enl I 0 lnduilrlal B 2 Cf' 3 Famfly Rnll!ena&! D Non-Reslthmtlal vacant land p D Apartmenl HD community Se!Vlte .I o· Public serv!Ce

!SALE INFORMATION I 14. Ch.Ck on• or morv or Utctst eoMWons ao appllcaltlt to tnnster:

1a. &111con1ractoata 8 / 8 2012 I sa1eeetweenReiattvn11rFomtefR~alJYe3 MOilih bii Ye11 saie Belween Related companies or Partners In Business

6 I 7 /2013! Mlil1UI bay v ...

, .. , .... ,,.,..,.s 1

,3 s12.s.0

1o 0.01

( full Sale Pt1t:e IJ tne Iota! •mount pa:lct for the prope11y 1nc1ue11ng ponona! propurty. Thl1 payment~ be In the ronn or cash, Clhef property or goods, or Ute assumption ot M011g1g!S orolher ablg:attons.) Please rouna fo the neafHJ whde dOllsr amount.

1lf. lncUcuila ltte value 1¥1 parsonal property lnclvct•d '" mo ..,,.

0 H I ] 4

One or the Blfferl IS atso a Seller BUVetot seller Ii Govemmenl AgettOjOr Lel\dlng lntllluUon

Deed Type noi Wananfy or Barptn and Sale (Sptlciry Balow)

se.ie of FrucUOm•I Ott.ess than Fee lttlerest ( Spe'(tly BefOw)

s1gmnamt cnange tn Pmperty eetween Taxatita stotus ano saie Oetes saw ot&ustn~s" tl\du®a ln saie Pf1Ce Olher unusual Factcrs Affecung sale Pliee I Specif'/ 8e!Cm)

None

ASSESSMEl'll INFORMAllON • Oeta should reflect_ttle latest Flnel Assessment Roll and T&11; Bill

13, Bulldlng Cfa111- L.£.....lJ 16. To~I Atsassed Value (of an pal'C41S In tnut•flr) l~~-~~c-~-~2--!'j-O __ ~O-lr6-~0~,-0~1

n. BDf'O\lgh, BIO etc and l..ot I Roll kl•nttf11r(1) ( ti moro Ulan three, attaoh th•fl wltf\ ICIC1ttton1111 ld1ntlfl•f(ll) I

MANHA 'ITAN 8Sl 32

201305150036620105

CERTIFICATION .

633

I centrt aw au of Die ttem1 oftnto""'11on enwm on lhlt torm aiw tnl• •ml colftGt(to th• t11_st °'"" Powl•dlJI an Cl btlltfJ and UlldtnWlftfmUI• mklng Of any wtllfUt tilt• statement: Of lftltlt't•I flC'l ller•ln Wiil 111&1J•ctfl\1to1111 provllkHt1 Oftn• ptntl llW "'3tlW to VI• t111-1ng and fU!ft; OftlllM lnnumentl,

BUYER BUYER'SATIORNEY '

30 WESTllST ST, llTii PLOOR

NEW YORK 10010

•

' 2013051500366201

634

SIGNATURE PAGE A TT ACHED TO

REAL PROPERTY TRANSFER REPORT STATE OF NEW YORK

STATE BOARD OF REAL PROPERTY SERVICES Form RP· 521 '7NYC

ACRISl'ORM

BUYER:

635

The City or New York Department or Eovlroomental Protection Bureau or Customer Services 59·17 Junction Boulevard Flushing, NV 1137J.5108

Customer Registration Form for Water and Sewer Billing

Property and Owner Information:

(1) Property receiving service: BOROUGH: MANHAlTAN BLOCK: 851 LOT: 32

(2) Property Address: 41-43 EAST 22NO STREET, NEW YORK, NY 10010

(3) Ownor'e Name: EAST 22NO ST. ACQUISITION HOLDINGS LLC

Additional Name:

11.ffirmat on:

j ,,'I Your water & sewer bills will be sent to the property address shown above.

::ustomer Billing Information: Please Note:

A. Water and sewer charges are the legal responsibillty of the owner of a property receiving water and/or sewer service. The owner's responslblllty to pay such charges is not affected by any lease, license or other arrangement, or any assignment of responsibility for payment of such charges. Water and sewer charges constitute a lien on the property until paid. In addition to legal action against the owner, a failure to pay such charges.when due may result In foreclosure of the lien by the City of New York, the property being placed In a lien sale by the City or Service Termination.

B. Original bills for water and/or sewer service will be mailed to the owner, at the property address or to an alternate malllng addrees. DEP will provide a duplicate copy of bills to one other party (such as a managing agent), however, any failure or delay by DEP In providing duplicate copies of bills shall In no way relieve the owner from his/her llablllty to pay all outstanding water and sewer charges. Contact DEP at (716) 595·7000 during business hours or visit www.nyc.gov/dep to provide us with the other party's information.

::>wner's Approval:

The undersigned certifies that he/she/it Is the owner of the property receiving service referenced above; that he/she/it has read and understands Paragraphs A & B under the section captioned ·customer Biiiing Information"; and that the information supplied by the undersigned on this form is true and complete to the best of his/her/its knowledge.

Print Name o~er:

Signature: ~ft/~ Date (mmlddlyyyy)

Name and Title of Person Signing for Owner, If applicable:

ICS-7CRF-ACRIS REV. 8108

2

2013051500366101

636

. SIGNATUREPAGEATTACHEDTO

CUSTOMER REGISTRATION FORM FOR WATER AND SEWER BILLING

By:

K!..JJQ'lU(»,I

OWNER:

Nljltle. Title:

Printed by: The Mirell Company

(212) 629-4070

Date post:	31-Dec-2021
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