EFTA00283892

EFTA00283892 183 Columbia Heights Brooklyn Heights, NY Confidential, February 2012 MITCHELL HOLDINGS LLC EFTA00283893 EFTA00283894 moo, sr w riony'ast„, t° twiceve,-• SI : A zW 07Sr z 41 f z e ly ON, se 4 0 Pt/ 1" • 0 st Coo L-re 0 a ©'Yy e" © tss. c &amino t Green 41 0 Is .et r 0 New York a GE).0.11,0111 Hh,r41,135onal macmerr Governors Wand -A ai 2 C 0 D SOO m Ge SLowe( °14:'St , 9 d• „, , si East SKS Se e clay `s 11 Bisoise, &whit. Park 0E-WY s &ooky el Base Pink 4- 47 k, Coisrritta Sszes W Waterfront G Sett Cottle Hel Brocksyn Herghts DOwnerooktAynn 3 (3 fl e eff 4 so* Vneger Hill ess yeas/ r- 9 Tilaa Si C filvise Ave Flusnh9 Ave angeldrn Gunn Espy 011ie Ave Fort Greene Dena) Ave EFTA00283895 Cash Flow Pro Forma Revenue Year 1 Year 2 Year 3 Year 4 Years UM 1 Reef 550.400 351164 553.990 $51879 557.835 900 se it x $56 IMO 1 567.200 589.552 $71,988 574.506 577.114 1.600 set x342 Line 2 $98,600 5102.051 5105123 5109,320 5111146 1.700 Se 6 e 358 Una 3 yam 3101570 $109,265 5113.089 5117147 1.700 sq ft. x 360 Lined 5105.400 5101069 $112.907 5118.859 5120.949 1.700 sq 1 x $62 (huts $108.600 st i taco $116.549 5120.629 5124151 1.700 set r$64 UM 08 $112,200 5116.127 $120.191 5124.398 5128.752 1.700 sq 1 x $66 UM 87 $119,000 5123.165 5127.476 $131.937 5136.555 1.700 SQ 1 e 370 Gross Revenue $763,600 $790.326 $817.987 $846,617 $876249 12.700e:ie. x 560 $60 552 $64 567 $69 Vacancy 0 5% $38,180 339.516 $40,899 $42,331 $43,812 Total Revenue $725.420 $750.810 $777.028 $804,286 $832,436 Expenses Erecrbc 58.94510 31168.63 $9.397.84 59.632.79 59.673.61 N8 COO Gas $7.220.25 37.40076 57.585.78 57.77542 57.969.81 Sewer $439.49 $450.48 $461.74 $47128 548511 Wee $276.40 $283.37 6290.39 $297.65 $30509 Total Utility Costs $16,881 $17,303 $17,736 $18,179 $18,634 Repairs & Maintenance $5.000 35.125 $5,253 $5,384 $5,519 &Wanes & Relate) $16.000 $16.400 $16,810 $17,230 $17.661 Security Service N/A NfA N/A N/A N/A Exterminator $2000 32.050 $2,101 $2154 $2208 Elevator $3.000 33.075 $3.152 $3.231 $3,311 Insaance $10.000 $10,250 $10.506 $10,769 $11,038 Management Fees $5.000 35.125 $5,253 $5.384 $5,519 Leasing 8 Marketing N/A NrA N/A N/A N/A Administrative/Penni% $5,000 35.125 $5,253 $5,384 $5,519 Professional Fees $5.000 35.125 $5,253 $5,384 $5.519 Property Taxes $48,000 $49,200 $50,430 $51,691 $52,983 Contmgency @ 5% $5,794 35.939 $6.087 $6,240 $6,396 Total Expenses 5121.615 $124.717 $127,835 $131,031 $134,307 Net Operating Income NOI $603,745 3626,093 $649,253 $673,255 $698,129 EFTA00283896 Cash Flow Pro Forma Source Use oan 64.620090 Real Estate 56.690.900 70% of $4,800.000 Equity 32.902.250 Renovator, $350.000 Roof Derck 8 Powder Rooms (6) $100000 Memo Costs 5100.000 Interest& lunorliza0on $272250 Deal Expenses Moose Total 67522.250 Exit Total Investment 57.522.250 NOI Year 1 5603.745 Cap (Stabilized) 8.03% Exit NOI on Refinance 5649.253 Sale Valuation Stabilized NCH 6649.253 5% for Transaction Costs 95% Valuation of 4.5 Cap 514.427545 $721.392 $13.706.453 5.0Cap 512.985.061 $649253 312.338.808 Gross Profit After Debt Proceeds Piolit 45 Cap 39.086.453 56.184.203 5.0 Cap 37.715.808 54.813.558 Waterfall After Repayment of Debt 100% or all capital returned. after 50%150% spit Profit 50% 50% 4.5 Cap 36.184.203 53.092.101 53.092.101 5.0 Cap 64.813558 52.405779 52.406.779 EFTA00283897 183 Columbia Street Unit # SqFt Bed/Bath $PSF RentRate Annual Rate Unit 1 Rear 900 2/1* $56 $4,200 /month $50,400 /yr Unit 1 1,600 2/2 $42 $5,600 /month $67,200 /yr Unit 2 1,700 3/2 $58 $8,217 /month $98,604 /yr Unit 3 1,700 3/2 $60 $8,500 /month $102,000 /yr Unit 4 1,700 3/2 $62 $8,783 /month $105,396 /yr Unit 5 1,700 3/2 $64 $9,067 /month $108,804 /yr Unit 6 1,700 3/2 $66 $9,350 /month $112,200 /yr Unit 7 1,700 3/2 $70 $9,917 /month $119,004 /yr Avg PSF Monthly Total Annual Total $60 $63,634 $763,608 *as a 2 Bedroom/1 bath unit EFTA00283898 ai Prudential Douglas Elliman Real Estate :56 Maitagve St. Lkeo IVY 11201 Bus winvelimaa Conn February 6, 2012 David Mitchell Mitchell Holdings 815 Fifth Avenue New York, New York 10065 Re: 183 Columbia Heights Dear David, Enclosed please find comparables for 183 Columbia Heights in Brooklyn Heights. As mentioned when we met, I was born and bred two blocks from this building. My mother, Madeline Williamson, also a Senior Vice President at Prudential Douglas Elliman, and I have sold and rented approximately 150 properties in the area. I know from experience that Brooklyn Heights is one of the most desirable neighborhoods in New York City. And as in all city neighborhoods, there is prime and then what I consider "Super-Prime". 183 Columbia Heights is hands down Super-Prime. This location in particular, given its proximity to Manhattan, curb appeal, and views of the harbor and lower Manhattan, make it one of the best streets in Brooklyn Heights. The building itself, with its turn of the century attractiveness, is highly contextual with what people want and expect when looking to live in the Heights. All of these facts contribute to us being extremely bullish on the property, either as a rental or condo project. Lastly, the property is immaculate, the footprint easily made into highly desirable residences, and could be brought to market quickly and relatively inexpensively. In conclusion, we have a rare situation with all positives in terms of marketing. Based on the comparables, the lack of rental inventory and my unique experience in the neighborhood, I feel confident you will have no problem renting apartments at this building for $60 price per square foot or higher. Please feel free to call me if you have any questions. Thank you, Greg Williamson Senior Vice President Prudential Douglas Elliman Real Estate Ili IrdeproflOgy Owned MI Onilled MOON Or l4 Prudrollail OISESISkr Mita Ye. Al inanition furnished roaming peace tot Se. NMIe brentma It= SWIMS deemed reit*. No tspreametictue reed es to me accurrsoi thereof Sal is wanted flied to errors. ornaecna, delve of print rental oonentallort or other COOLKOta prat/ St Wade or tr.,up or vishdrenal Ireton nonce EFTA00283899 tp Prudential Douglas Elliman Real Estate Rental Comps For 183 Columbia Heights Balding: 166 Montague Street inson2 56 $3,500 1 Bed 1 Bath 700 S60 //124012 613 $3,500 1 Bed 1 Bath 700 $60 I 111 7/201 1 SA $6,300 2 Bed 2 Bath 1242 $60 Building: 169 Columbia Heights 9/23/2011 605 52,450 I Bed I Bath 435 567 9/112011 1006 53,750 I Bed 1 Bath 747 $60 Building: 1 Main Street 10/122011 9B 313,000 3 Bed 3 Bath 2,592 560 3/8/2011 I2A $11,000 2 Bed 2 Bath 2,189 S60 5/15/2012 123 $10,000 2 Bed 2 Bath 2,005 $60 4/14/2011 12K 57,500 2 Bed 1.5 Bath 1,414 $63 212/2012 I4FL 517,500 3 Bed 2.5 Bath 3,208 565 11/18/2011 PHF $12,000 3 Bed 2.5 Bath 2,209 $65 1% Montague St. Brook!" NY 11201 Bo wee eliimartcorn Source of comps: Streetooey •nd LIMO (D0u0 fee Oilmen Internal Slfeleru) mo Islopobraterc Owned Ye Operand Ihilfeer Of The Reamed hot Estee 011Sclos ills, Al olotrrailoo tomtits.' regarding property be SS. motel or Witty a Item somata dowsed Mips. IC tarastoncison Is motto so (ore socemey reed ens ft aboured ediect to swot omissegt entove ol prom rental 0:111110tdOn Of otter cOntlAsos. Calf SIM. Woo or fransirti otsvflowst whet Kea EFTA00283900 Building: 180 Montague Street Date I nit Plitt 8.011 Bash Brooklyn Heights Rental Comps SLIFI PP7F 9,102010 1.68 53.080 !Red 1 Bath 631 556 Building: 125 Court Street 362011 9FN 53.130 1 Bed 1 Bath 106 553 1132010 705 51.630 1 Bed 1 Bath X0 551 Building: 166 Montague Street 1192012 50 53.300 1 Bed 1 Bath 100 560 1 122012 68 53.500 1 Red 1 Bath 100 560 11/17201_2 66 56.200 2 Red 280th 1242 559 Building: 169 Columbia Heights 9211011 906 54.230 2 Red 2 Bath 665 559 9s23(20I I 806 54.000 2 Red 2 8eth 661 555 923/2011 605 52.430 1 Red 1 Bath 415 561 9,11/1011 1006 53.730 1 Red 1 Oath 141 560 641/101I 1205 51.300 1 Red 1 Bath US $55 EFTA00283901 NYElaih \ oln DAILY@NEWS It's Brooklyn's $10 Million Street: Brooklyn Heights Strip Boasts Homes with Eight-Figure Prices By SIMONE WEICHSELBAUM Tuesday, February 7th, 2012 Columbia Heights boasts pricey houses. A leafy street bordering the Brooklyn Heights Promenade is the city's off-the-radar Millionaires Row as Wall Street execs gobble up brownstones boasting eight figure price tags. Columbia Heights, only six blocks long, is home to the borough's most expenisve houses - number 212, selling for $11 million last month and number 140 bought for $10.75 million in 2006, property records showed. -It's the views," said mother of two toddlers Jane Lindabury noting that her family doesn't live in an uber pricy houses, but rather in an apartment. Back windows and yards atached to the west side of Columbia Heights face the lower Manhattan skyline, the Statue of Liberty, and the Brooklyn Bridge. "That's why we moved here. My boys like to look at the boats." Lindabury said. The stately homes on the street rarely come on the market because families hold on to them, making it tough for strangers to move into the area. EFTA00283902 The strip attracted major buzz in 2005 when number 140 went on the market for $20 million. Goldman Sachs honcho Tim Ingrassia paid half that moving into the brick home with his family. Ingrassia is now a neighborhood fixture, sitting on the The Brooklyn Bridge Park's board of directors. Up the street, at number 212, writer and former literary scout Nina Collins just sold her home for $11 million to FAE Holdings, LLC. city records showed. Both Collins and an attorney for FAE declined to comment. But President Obama stopped by the Collins home for a fund raising bash during his first presidential bid, the Brooklyn Paper reported. "Brooklyn was always considered a poor step child to Manhattan. but now it is really coming into its own." said lawyer Cal Crary, who sold the house to Collins and her hedge fund manager hubby Marek Fludzinski for $8.9 million. Iconic writer Normal Mailer also lived on the street, a top floor apartment at 142 Columbia Place. His family put the flat up for sale last spring asking for over S2 million. Despite the bold names and big prices, security worker Charlie Anderson, who monitors several private homes along Columbia Heights, said his clients avoid the spotlight. Residents like their anonymity. It's peaceful. They want to keep it that way: said Anderson, who has been protecting the area since the 1970's. -This place is the safest place in New York." Read more: http://www.nydailynews.cominew-york/brooklyntbrooklyn-10-million-street-brooklyn-heights-strip- boasts-home-eieht-fieure-orices-article-1.1018132Thxzz1mIvrezbd EFTA00283903 Zfre Nibs Uork antes Big Ticket I Sold for $11,000,000 By MARC SANTORA Friday, February 10th, 2012 A five-story Italianate brownstone in Brooklyn Heights with sweeping views of the New York Harbor and Manhattan skyline that sold for $11 million was the biggest sale of the week, according to city records, and the highest price ever in the neighborhood. The 7,000 square-foot, seven-bedroom home, at 212 Columbia Heights, has five gas fireplaces, 14-foot-high ceilings on the parlor floor and "a stunning garden facing the Brooklyn Heights Promenade," according to the listing on the Corcoran Group Web site. The seller, according to city records, is Nina Collins. a literary agent. When she bought the home with Marek Fludzinski, a hedge fund manager, in 2005, they paid $8.5 million, then the highest price for a town house in Brooklyn. When it went back on the market last year, the price was set at $13.5 million. In the end, the price came down and the home was bought through a limited liability company, shielding the buyer's identity. Leslie Marshall. a broker at Corcoran who represented the sellers along with her colleague James Cornell. declined to comment. Although the sale produced a substantial gain for the sellers, it is nothing compared with the profit realized by the previous owners. Those owners, Calvert Douglas Crary and Kinga P. Crary, paid some $200,000 for the town house back in 1972. Big Ticket includes closed sales from the previous week, ending Wednesday. EFTA00283904 PURCHASE AND SALE AGREEMENT THIS AGREEMENT dated as of February —. 2012 (the "Effective Date") is made by and between WATCHTOWER BIBLE AND TRACT SOCIETY OF NEW YORK, INC., a New York not-for-profit corporation, with an office at 25 Columbia Heights, Brooklyn. New York 11201 ("Seller"), and 183 COLUMBIA HOLDING LLC. a New York limited liability company with an office at 815 Fifth Avenue, New York. Ncw York 10065 ("Purchaser"). RECITALS: WHEREAS. Seller is the owner of the real property and improvements at the address known as 183 Columbia Heights located at Brooklyn, New York (collectively the "Property"); and WHEREAS. Seller is willing to enter into an agreement for sale of the Property only if such agreement is not conditioned upon: (1) the Purchaser first rezoning, receiving a variance for, or receiving a special use permit for the Property; (2) the Purchaser first obtaining any form of financing; and (3) the Purchaser first obtaining any government approvals: and WHEREAS, Seller desires to sell and Purchaser desires to purchase the Property on the terms and conditions set forth in this Agreement. NOW. TIIEREFORE. in consideration of the foregoing and the covenants, promises and undertakings set forth herein. Seller and Purchaser agree as follows: 1. The Property. 1.1 Description. The items of property subject to this Agreement consist of the following: 1.1.1 Certain land located in the Borough of Brooklyn, City of New York. County of Kings. State of New York having a street address of 183 Columbia Heights. known as Borough: Brooklyn. Block 234, Lot 17 (Parcel No. 3-234-17) on the Borough of Brooklyn Tax Map and more specifically described on Exhibit 1.1.1 attached hereto (the "Land"). 1.1.2 All rights, easements, hereditaments, and appurtenances belonging to or inuring to the benefit of Seller and pertaining to the Land, if any. including, all right, title and interest, if any, of Seller in and to any land lying in the bed of any street, road or avenue, opened or proposed, public or private, in front of or adjoining the Land, to the center line thereof, and all right. title and interest, if any. of Seller in and to any award made or to be made in lieu thereof and in and to any unpaid award for damage to the Property by reason of change of grade of any street (collectively, the "Appurtenances") and Seller will execute and deliver to Purchaser, at the closing of title. or thereafter (which obligation of Seller shall survive the termination of this Agreement). on demand, all proper instruments for the conveyance of such title and the assignment and collection of any such award. 1.1.3 The building and improvements on the Land and fixtures that are now situated on or in the building and improvements (collectively, the "Improvements"), but specifically excluding those items of property (even if deemed fixtures) that are described on Exhibit 1.1.4 attached hereto, which items the parties acknowledge ;03897-24. EFTA00283905 Purchase and Sale Agreement 183 Columbia Heights - Watchtower/183 Columbia Holding LLC Page 2 and agree are not a part of, and are specifically excluded from, the transaction contemplated by' this Agreement. 1.1.4 All items of personal property, including but not limited to the following: 2 washing machines: 2 clothes dryers; all stoves in building; all window air conditioners; Formica cabinet in basement; extra windows and screens stored in basement; all storage lockers: fire extinguishers in building: all doorstops; blinds in windows; any dishwashers: and whiteboard in mechanical room (collectively the "Tangible Property"), but not including the items listed on Exhibit 1.1.4, which shall be retained by Seller as its own assets and shall be removed from the Property by the Seller prior to the Closing Date, and Seller shall repair any damage to the Property resulting from such removal. 1.1.5 All licenses, permits, approvals, authorizations, consents, rights and privileges, and certificates of occupancy issued by any federal, state, county or municipal authority relating to the use, maintenance, or operation of the Property (the "Intangibles"). Seller shall execute and deliver to Purchaser an assignment of the Intangibles on the Closing Date. 1.2 "As-Is" Purchase. 1.2.1 Purchaser acknowledges and agrees that, except to the extent expressly provided in this Agreement. it is purchasing the Property "AS IS" and "WITH ALL FAULTS. - based on the condition of the Property as of the Effective Date, reasonable wear and tear and, subject to the provisions of Section 9. loss by condemnation or fire or other casualty excepted. Except as expressly set forth in this Agreement. no representations or warranties have been made or arc made and no responsibility has been or is assumed by Seller or by any director, officer, person, firm. agent. or representative acting or purporting to act on behalf of Seller as to the condition or repair of the Property or the value, expense of operation, or income potential thereof or as to any other fact or condition which has or might affect the Property or the condition, repair, value, expense of operation. or income potential of the Property or any portion thereof. 1.2.2 The parties agree that all understandings and agreements heretofore made between them or their respective agents or representatives are merged in this Agreement which alone fully and completely expresses their agreement, and that this Agreement has been entered into after full investigation, or with the panics satisfied with the opportunity afforded for investigation. neither party relying upon any statement or representation by the other unless such statement or representation is specifically embodied in this Agreement. Seller is not liable for or bound in any manner by any verbal or written statements. representations. or information pertaining to the Property furnished by Seller or any agent or other representative of Seller, unless the same are specifically set forth or referred to herein. 40:497-241: EFTA00283906 Purchase and Sale Agreement 183 Columbia Heights - Watchtower/183 Columbia Holding I.I.0 Page 3 1.2.3 For purposes of this Agreement. the terms "hazardous substance" and "hazardous substances" shall mean any hazardous, toxic or dangerous waste. substance or material, pollutant or contaminant, as defined for purposes of the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Sections 9601 et seq.), as amended (4CERCLA'), or the Resource Conservation and Recovery Act (42 U.S.C. Sections 6901 et seq.), as amended ('RCRA'). or any other federal, state or local law, ordinance, rule or regulation applicable to the Property, or any substance which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic. mutagenic or otherwise hazardous, or any substance which contains gasoline, diesel fuel or other petroleum hydrocarbons. polychlorinated biphenyls (pcbs), radon gas, urea formaldehyde, asbestos, lead or electromagnetic waves. 1.2.4 Seller makes no representations or warranties of any character or kind. express or implied, as to whether the Property contains mold or harmful, toxic, or hazardous substances or pertaining to the extent, location, or nature of the same. Further, to the extent that Seller has provided to Purchaser information from any inspection, engineering, or environmental reports concerning mold or harmful, toxic, or hazardous substances. Seller makes no representations or warranties with respect to the accuracy or completeness, methodology of preparation, or otherwise concerning the contents of such reports. Purchaser acknowledges that Seller has requested Purchaser to inspect fully the Property and investigate all matters relevant thereto and to rely solely upon the results of Purchaser's own inspections or other information obtained or otherwise available to Purchaser, rather than upon any information that may have been provided by Seller to Purchaser. 1.2.5 Purchaser waives and releases Seller from any present or future claims arising from or relating to the presence or alleged presence of mold or harmful. toxic, or hazardous substances in, on. or about the Building. 1.2.6 Purchaser represents that it is a knowledgeable purchaser of real estate and that it is relying solely on its own expertise and that it has conducted or before Closing will conduct such inspections and investigations of the Property including, but not limited to. the physical and environmental conditions thereof, and shall rely on the same and. upon Closing, shall assume the risk that adverse matters, including, but not limited to. adverse physical and environmental conditions, may not have been revealed by its inspections and investigations. 1.2.7 Seller shall deliver the Property to Purchaser vacant, free of tenants and tenancies, occupants, and licenses and broom clean on the Closing Date. 1.2.8 The terms and provisions of Section 1.2 and all its subsections shall survive the Closing. 3 403897,-2-W EFTA00283907 Purchase and Sale Agreement 183 Columbia Heights - Watchtower/183 Columbia Holding LLC Page 4 2. Purchase and Sale. 2.1 Agreement to Purchase and Sell. Subject to and upon the terms and conditions contained in this Agreement. Seller shall sell, assign, and convey to Purchaser and Purchaser shall purchase and assume from Seller, the Property. 2.2 Agreement to Convey. Seller agrees to convey and Purchaser agrees to accept title to the Land, Appurtenances, and Improvements. by a Bargain and Sale Deed Without Covenants Against Grantor's Acts for the Property, in the condition described in Section 6.2. The deed shall contain the covenant required by subdivision 5 of Section 13 of New York's Lien law. 3. Price and Payment. 3.1 Purchase Price. The purchase price to be paid by Purchaser for the Property is Six Million Six Hundred Thousand Dollars ($6,600,000.00) in United States currency ("Purchase Price"). 3.2 Payment. Payment of the Purchase Price is to be made as follows: 3.2.1 On or before the Effective Date. Purchaser shall make an earnest money deposit of Six Hundred Sixty Thousand Dollars ($660.000.00) ("Earnest Money"). In the event that Purchaser elects to extend the Closing Date as provided in subparagraph 4.1.3 of this Agreement. on the date that Purchaser first adjourns the Closing Date Purchaser shall make an additional deposit of Three I lundred Thirty Thousand Dollars (S330,000.00), which shall become part of the Earnest Money. 3.2.2 The Earnest Money shall be (i) in the form of an unendorsed check issued by a hank which is a member of the New York Clearinghouse Association payable to the order of the Escrow Agent. as Escrow Agent, or (ii) transmitted by wire transfer to an account of. and in either case held in escrow by, First American Title Insurance Company ("Escrow Agent") at 633 Third Avenue. 16th Floor. New York, New York 10017 in an interest-bearing account at JP Morgan Chase Bank (the Earnest Money and interest are hereafter referred to collectively as the "Deposit"). 3.2.2.1 If the transaction described by this Agreement closes as contemplated herein, then the Deposit shall be applied to the Purchase Price. 3.2.2.2 If the transaction contemplated by this Agreement does not close because of a default by Purchaser, then the Deposit shall be distributed to Seller and shall not be returned to Purchaser. 3.2.2.3 In the event that this Agreement is terminated other than by Purchaser pursuant to subsection 6.3.5. Section 9.3, Section 11.2 or Section 11.3, or as otherwise permitted herein, then the Deposit shall be paid to Seller upon the termination of this Agreement. 4 403891-2-W EFTA00283908 Purchase and Sale Agreement 183 Columbia Heights - Watchtower/183 Columbia I bolding LLC Page 5 3.2.2.4 In the event that this Agreement is terminated pursuant to subsection 6.3.5, Section 9.3, Section 11.2 or Section 11.3. then the Deposit shall be paid to Purchaser upon the termination of this Agreement. 3.2.3 At the Closing, the Purchaser shall pay (or shall cause the Escrow Agent to pay) the Seller an amount equal to (i) the Purchase Price, (ii) plus or minus net adjustments and prorations provided for in this Agreement, and (iii) minus the Deposit ("Balance of the Purchase Price") by wire transfer directly to such bank account as the Escrow Agent shall direct by notice to Purchaser at least three (3) business days prior to the Closing Date. 4. Closing. 4.1 Time and Place. The closing contemplated by this Agreement (the "Closing"), shall take place on or before the thirtieth (30th) day after the Effective Date ("Closing Date"). The Closing shall be held at the offices of the Escrow Agent or at such other place as the parties shall mutually agree. This Agreement is not conditioned upon Purchaser obtaining any financing. Purchaser shall have the right to require that the Closing be held at the office of Purchaser's lender or its counsel, provided that such office is located in New York City. Nassau County. or Westchester County. 4.1.1 The Closing Date may be changed by the written consent of both Seller and Purchaser. 4.1.2 The Closing Date may be changed as expressly provided elsewhere in this Agreement. 4.1.3 By written, including electronic, notice to Seller, Purchaser shall have the right to extend the Closing Date one or more times for an aggregate of no more than forty-five (45) days (the forty-fifth day being the -Final Closing Date"). Time is of the essence with respect to the Final Closing Date. 4.2 Seller's Closing Documentation and Requirements. At the Closing, Seller shall deliver the following to Purchaser, provided that Purchaser shall have delivered (or shall simultaneously be delivering) the items specified in Section 4.3: 4.2.1 A Bargain and Sale Deed Without Covenants Against Grantor's Acts for the Iand, Appurtenances and Improvements duly executed and acknowledged and in recordable form. 4.2.2 An affidavit stating Seller's United States taxpayer identification number and affirming that Seller is not a "foreign person" as defined in Section 1445(f)(3) of the Internal Revenue Code of 1986, as amended, and otherwise in the form prescribed by the Internal Revenue Service. 4.2.3 A certificate, dated as of or before the Closing Date, of the Secretary or an Assistant Secretary• of the Seller with respect to the resolution adopted by the Board of Directors of Seller (i) approving this Agreement and the transaction contemplated hereby and (ii) authorizing the individuals who execute this 5 403897.2-W EFTA00283909 Purchase and Sale Agreement 183 Columbia I leights - Watchtower/183 Columbia Holding LIE Page 6 Agreement and all other documents necessary to consummate the transaction contemplated by this Agreement and the Closing to do so. 4.2.4 Such affidavits and other documents as are reasonably requested by the Title Company and customarily delivered in similar transactions in order to enable the Title Company to insure title to the Land and Improvements as of the Date of Closing, and such other documents as may be required to enable the Title Company to insure title to the Property subject only to the Permitted Encumbrances. 4.2.5 A duly completed, executed and, if necessary for proper filing or recording, acknowledged (i) NYC-RPT, (ii) TP-584, (iii) RP-5217NYC and (iv) NYC Department of Housing Preservation and Development Registration Statement. 4.2.6 Keys and combinations to all locks at the Property. 4.2.7 An Assignment of Personal Property for the Tangible Property and Intangible Property in the form annexed hereto as Exhibit 4.2.7. 4.2.8 A bill of sale, without representation or warranty (except as to Seller's title to the Personal Property) conveying the Personal Property to Purchaser. 4.2.9 All plans. specifications, mechanical, electrical and plumbing layouts, and other files and records in the possession of Seller and utilized in connection with the operation and maintenance of the Property. 4.2.10 Any other instruments specifically referred to in this Agreement. 4.3 Purchaser's Closing Documentation and Requirements. At the Closing, Purchaser shall deliver the following to Seller: 4.3.1 The Balance of the Purchase Price as required by Section 3. 4.3.2 A certified copy of the Purchaser's Certificate of Good Standing as a limited liability company dated within fifteen (15) days of the Closing Date and a copy of the Purchaser's articles of organization. written evidence reasonably satisfactory to the Title Company that the person or persons who signed this Agreement and any other document necessary to the successful closing of the transaction contemplated by this Agreement was at the time of signing a manager of the Purchaser, and all other documents necessary to consummate the transaction contemplated by this Agreement and the Closing. 4.3.3 The NYC-RPT. TP-584 and RP-5217NYC, duly executed and acknowledged, and a duly-executed preliminary• registration statement with the NYC Department of Housing Preservation and Development Registration Statement, if required. 4.3.4 Such affidavits and other documents as are reasonably requested by the Title Company and customarily delivered in similar transactions in order to enable the Title Company to insure the Land and Improvements as of the Date of Closing. 6 403g97-2-W EFTA00283910 Purchase and Sale Agreement 183 Columbia Heights - Watchtower/183 Columbia Holding 1.LC Page 7 4.4 Form. All documents and instruments required to be delivered under this Agreement shall be in form and substance reasonably acceptable to Seller and Purchaser. 4.5 Purchaser's Closing Costs. Purchaser shall pay the following costs of closing this transaction: 4.5.1 The fees and disbursements of Purchaser's legal counsel and other professionals, including inspecting architect and engineer and real estate brokers or finders (except as set forth in Section 8.3), if any, and all of its other expenses, except as otherwise expressly set forth herein. 4.5.2 One-half (1/2) of any reasonable escrow fees. 4.5.3 All costs and premiums incident to the issuance of any Title Commitment, all owner's policies of title insurance, and any mortgage policies of title insurance in connection with this transaction, whether pursuant to any Title Commitment or otherwise, including any additional premium charge(s) for endorsements and/or deletion(s) of exception items (other than exception items which do not constitute Permitted Encumbrances pursuant to Section 6.3) and any cancellation charge(s) imposed by any title company in the event a title insurance policy is not issued. 4.5.4 All recording fees and taxes, including mortgage recording tax, except those described in subsections 4.6.3 and 4.6.4. 4.5.5 Any other expense(s) incurred by Purchaser or its representative(s) in inspecting or evaluating the Property or closing this transaction. 4.6 Seller's Closing Costs. Seller shall pay the following costs of closing this transaction: 4.6.1 The fees and disbursements of Seller's legal counsel and other professionals and all of its other expenses, except as otherwise expressly set forth herein. 4.6.2 One-half (1/2) of any escrow fees. 4.6.3 The transfer taxes, if any. required under the NYC-RPT and TP-584. 4.6.4 All recording fees on any document recorded pursuant to this Agreement to discharge liens and encumbrances that are not Permitted Encumbrances pursuant to Section 6.2, to the extent that Seller has elected to discharge the same pursuant to Section 6.3, and any additional title insurance premium charge(s) for endorsements and/or deletion(s) of exception items that do not constitute Permitted Encumbrances pursuant to Section 6.2, to the extent that Seller has elected to discharge the same pursuant to Section 6.3. 4.7 Prorations. Installment payments of special assessment liens, vault charges and sewer charges actually collected, billed, or paid shall be adjusted as of the Closing Date. In addition. utilities, including electricity. natural gas. and sewer and water, and charges relating to the Property will be prorated as of the Closing Date. All prorations shall be made on a 366 day calendar year basis. Seller will obtain a special final water meter reading dated within 30 days of the Closing Date. 7 403897-2.W EFTA00283911 Purchase and Sale Agreement 183 Columbia Heights - Watchtower/I83 Columbia Holding LLC Page 8 4.8 Taxes. General real estate taxes and special assessments relating to the Property payable during the tax year in which the Closing occurs shall be prorated as of the Closing Date. If closing shall occur before the actual taxes and special assessments payable during such year are known. the apportionment of taxes shall be upon the basis of taxes for the Property payable during the immediately preceding year. 4.9 In General. Any other costs or charges of closing this transaction not specifically mentioned in this Agreement shall be paid and adjusted in accordance with local custom in Kings County. New York. 4.10 Purpose and Intent. Except as expressly provided herein, the purpose and intent as to the provisions of proration and apportionments set forth in this Section 4 and elsewhere in this Agreement is that Seller shall bear all expenses of ownership and operation of the Property and shall receive all income therefrom accruing through midnight at the end of the day preceding the Closing Date and Purchaser shall bear all such expenses and receive all such income accruing thereafter. 4.11 Acceptance of Deed. The acceptance by Purchaser of each Bargain and Sale Deed Without Covenants Against Grantor's Acts and the other documents described in Section 4.2 shall be deemed to be the full performance and discharge of even' agreement and obligation on the part of Seller to be performed pursuant to this Agreement, except those which are herein specifically stated to survive the Closing or which the parties mutually agree in writing at the Closing shall survive the Closing. 5. Inspection and Access to the Property. 5.1 Inspections. Prior to the Effective Date, Purchaser has had access to and has inspected the Property. 5.2 Additional Access to the Property. After the Effective Date and until the Closing. Purchaser shall have reasonable access to the Property Monday through Friday during normal business hours on reasonable notice for the purpose of showing the Property to prospective tenants, lenders, equity partners. appraisers, consultants, architects. engineers, and other design and construction professionals (collectively, "Purchaser's Visitors"). Purchaser and Purchaser's Visitors shall abide by Seller's normal protocols for visitors, including being accompanied by an escort, during all such visits. 5.3 No representations by Seller. Seller makes no representations or warranties as to the truth or accuracy of any materials, data or other information supplied to Purchaser in connection with Purchaser's inspection of the Property. It is the parties' express understanding and agreement that any such materials are provided only for Purchaser's convenience. Purchaser shall rely exclusively on its own independent investigation and evaluation of every aspect of the Property and not on any materials supplied by Seller. Purchaser expressly disclaims any intent to rely on any such materials provided to it by Seller in connection with its inspection. 5.4 Purchaser's Obligation to Indemnify Seller. Purchaser shall indemnify. defend. and hold harmless Seller. its respective officers, directors. agents. and successors from any 8 403897-2.W EFTA00283912 Purchase and Sale Agreement 183 Columbia Heights - Watchtower/183 Columbia Holding I.LC' Page 9 liability, loss. injury, damage. demand, obligation, suit, judgment. execution, claim, lien, cost or expense of any nature, including reasonable attorney's fees and costs, arising out of physical damage to the Property or to property of third parties and death or personal injury to persons at the Property in connection with any inspection of the Property by Purchaser and/or Purchaser's Visitors. Purchaser's obligation to indemnify, defend, and hold harmless Seller shall survive the Closing. 6. Title, Title Commitment, and Survey. 6.1 Title Commitment. Within five (5) business days after the Effective Date. Purchaser. at its sole expense. shall order a Commitment for Title Insurance ("Title Commitment") for each parcel comprising the Property in the amount of each parcel's respective allocated Purchase Price. together with such additional searches as Purchaser shall desire. The Title Commitment shall be ordered from First American Title Insurance Company ("Title Company"). The Title Commitment shall obligate the Title Company to issue to Purchaser an ALTA Owner's Policy covering the Land, Appurtenances and Improvements, subject only to Permitted Encumbrances. Purchaser shall instruct the Title Company to deliver a copy of the Title Commitment, additional searches, and all continuations to Seller's attorney simultaneously with the delivery to Purchaser. To the extent that the Title Commitment or any such additional searches or continuations shall reveal a Title Defect (as hereinafter defined) delivery of a copy of such Title Commitment, additional search and/or continuation shall be deemed notice of all objections therein. .2 Permitted Encumbrances. At the Closing Purchaser shall be deemed to have agreed to purchase the Land, Appurtenances, and Improvements, and Seller shall cause the Land, Appurtenances, and Improvements to be conveyed to Purchaser by Bargain and Sale Deed Without Covenants Against Grantor's Acts, subject only to the following (collectively, the "Permitted Encumbrances"): 6.2.1 All standard (pre-printed) exceptions to title shown in the Title Commitment and matters shown on any survey that Purchaser has approved or is deemed to have approved pursuant to subsection 6.3.5. 6.2.2 Rights of any public or private utility company to use and maintain lines, wires, poles, cables, and distribution boxes in. over, under. and upon the Land, Appurtenances. and Improvements, which rights do not adversely affect the current or intended use of the Land. Appurtenances, and Improvements. 6.2.3 Minor variations between tax lot lines and property lines. 6.2.4 The state of facts shown on the survey of Joseph Nicoletti Associates, dated June 20, 2006. 6.2.5 Building and zoning restrictions, ordinances. and regulations of the City of New York or any other governmental authority having jurisdiction thereof affecting the Property, including those pertaining to a landmark historic district, provided that 9 103897.2-K EFTA00283913 Purchase and Sale Agreement 183 Columbia Heights - Watchtower/183 Columbia !bolding LLC Page 10 such restrictions, ordinances, and regulations are not violated by the Land, Appurtenances. and Improvements or the present use thereof 6.2.6 Assessments, real estate taxes, vault charges, and water and sewer charges which arc assessed but not due and payable as of the Closing Date and which are adjusted as provided elsewhere in this Agreement. 6.2.7 The lien of non-delinquent real and personal property taxes and assessments which are adjusted as provided elsewhere in this Agreement. 6.3 Title Defects. Any claim, lien, or exception noted in the Title Commitment (including, without limitation, any additional report or continuation obtained by Purchaser in connection with the Title Commitment prior to Closing) which is not one of the Permitted Encumbrances shall be deemed a "Title Defect" for purposes of this Agreement. 6.3.1 Seller shall cure any Title Defect prior to Closing. 6.3.2 In the case of any Title Defect noted in the Title Commitment which cannot, with due diligence, be cured prior to the scheduled Closing Date. Seller shall cure such Title Defect at such later date (prior to the Closing) by which such Title Defect can reasonably be cured. provided that Seller commences to cure the Title Defect prior to the originally scheduled Closing Date and thereafter continues diligently and in good faith to cure the Title Defect. 6.3.3 Seller shall have the right. but not the obligation, to cure any Title Defect disclosed subsequent to the effective date of the Title Commitment within fifteen (15) days after Seller receives from the Title Company notice of such Title Defect. In the case of any such Title Defect which cannot, with due diligence, be cured within such 15-day period, Seller shall cure such Title Defect at such later date (prior to Closing) by which such Title Defect can reasonably be cured, provided that Seller commences to cure such Title Defect within such 15-day period and thereafter continues diligently and in good faith to cure the Title Defect. 6.3.4 The Closing Date shall be extended in order to permit the cure described in subsections 6.3.2 and 6.3.3. However, in no event shall the Closing Date be extended for more than sixty (60) days in the aggregate for purposes of curing a Title Defect, unless the parties agree in writing to a further extension. Seller shall have no obligation to cure any Title Defect created solely by any acts or omissions of Purchaser ("Purchaser's Title Detect"), and Seller's failure to cure any such Purchaser's Title Defect shall not relieve Purchaser from its obligation to consummate the transaction contemplated by this Agreement. 6.3.5 If Seller elects not to cure any Title Defect except a Purchaser's Title Defect or if by the expiration of the applicable cure period Seller has failed to cure all Title Defects (other than any Purchaser's Title Defect), then Purchaser may. at its option, either (i) grant Seller an additional extension of the cure period. (ii) proceed to close subject to any such Title Defects, with no offset against, or 10 403897.2-W EFTA00283914 Purchase and Sale Agreement 183 Columbia Heights - Watchtower/183 Columbia Ibolding LI_C Page 11 reduction in, the Purchase Price, except as set forth below with respect to Curable Defects or (iii) terminate this Agreement by notice given to Seller within fifteen (15) days after the expiration of the cure period or receipt of Seller's notice of election not to cure any Title Defect, as the case may be. If Purchaser fails to make any election, it shall be deemed to have elected to extend the closing date by thirty (30) days. 6.3.6 If this Agreement is so terminated by Purchaser pursuant to subsection 6.3.5, then the parties shall be released from all further obligations and liabilities hereunder. except with respect to the covenants, representations. warranties, and indemnities in Sections 5.3, 8.3. and 12.5. Purchaser's sole right with respect to any Title Defect to which it objects in a notice given in a timely manner shall be to elect to terminate this Agreement pursuant to subsection 6.3.5. 6.3.7 Notwithstanding anything to the contrary contained in subsection 6.3.3. if the Title Commitment or any additional search or continuation performed in connection therewith discloses matters (other than the Permitted Encumbrances) which (i) may be removed solely by delivery of an affidavit or other documents reasonably requested by the Title Company, which can be delivered by Seller or by reference to Seller's existing title insurance policy, (ii) Seller placed of record or (iii) is in the nature of a mortgage, mechanics' lien or judgment against Seller (the items referred to in clauses (i) through (iii) above being collectively referred to as the "Mandatory Defects"), then, in any such case. Seller shall have an obligation to cure such Mandatory Defect prior to Closing. Notwithstanding the foregoing, Seller shall be entitled to one or more adjournments of the Closing for a period of time not to exceed thirty (30) days in the aggregate in order to remove such Mandatory• Defects. 7. Prior to Closing. Until Closing. Seller or Seller's agent shall: 7.1 Insurance. Keep the Property insured, under its existing policies, against fire and other hazards and against claims for bodily injury, death and property damage occurring in. on or about the Property. 7.2 Operation. Operate and maintain the Property in a businesslike manner and in compliance with all applicable legal requirements and otherwise substantially in accordance with Seller's past practices with respect to the Property and make any and all repairs and replacements reasonably required to deliver the Property to Purchaser at Closing in its present condition, normal wear and tear excepted. provided that in the event of any loss or damage to the Property as described in Section 9. Seller shall only have an obligation to Purchaser to repair the Property to the extent required in Section 9. 7.3 New Contracts. Not enter into any third party contracts relating to the Land or Improvements (including. without limitation, service and maintenance contracts, brokerage agreements, employment agreements. property management agreements and union or collective bargaining azreements), except those which arc necessary to carry out II 403397-2-W EFTA00283915 Purchase and Sale Agreement 183 Columbia I 'eights - Watchtower/183 Columbia !bolding I.I.0 Page 12 Seller's obligations under Section 7.2 and which shall terminate no later than the Closing Date. 7.4 New Leases. Not enter into any leases, licenses, tenancies, possession agreements or occupancy agreements permitting the occupancy or any Leases of all or any portion of the Land and Improvements by any person other than Seller. 8. Representations and Warranties. 8.1 By Seller. Seller represents and warrants to Purchaser that: 8.1.1 Seller is a not-for-profit corporation exempt from federal income taxes under section 501(cX3) of the Internal Revenue Code, duly organized. validly existing and in good standing under the laws of the State of New York and has duly authorized the execution and performance of this Agreement. and such execution and performance will not violate its certificate of incorporation or bylaws. 8.1.2 Seller has not received any written notice (which remains uncured) from any governmental authority or insurance underwriter stating that the Property violates any laws or regulations or requiring the performance of any remedial work, repairs, alterations, or improvements on the Land or Improvements. 8.1.3 Seller is not a party to nor contemplates or anticipates being the subject of any voluntary• or involuntary proceedings under Title II of the United States Code or under any state laws relating to the protection of debtors, or subject to any general assignment for the benefit of the creditors, and Seller is solvent and able to pay its debts as they become due. 8.1.4 Seller is not a "foreign person" as defined in Section 1445(0(3) of the Internal Revenue Code of 1986, as amended. 8.1.5 There is no pending suit or action against Seller which, if adversely decided, would prevent the consummation of the transaction contemplated by this Agreement. Without limiting the generality of the foregoing. there are no pending and. to Seller's knowledge. no threatened, suits, actions or proceedings with respect to all or part of the Property for condemnation or alleging any violation of any laws or regulations. 8.1.6 No portion of the Property has been damaged or destroyed by fire or other casualty that remains unrepaired. 8.1.7 Seller maintains fire, liability. and extended coverage covering risks customarily insured against by owners of buildings of similar size, character, and location. Each of the policies of insurance is in full force and effect and all premiums due thereunder have been paid in full through the Closing Date. 8.1.8 The sale of the Property (i) is not a sale of all or substantially all of Seller's assets. and (ii) does not require the approval of the New York State Department of Law, the New York State Attorney General, or an order of any court. 12 403897.2-N EFTA00283916 Purchase and Sale Agreement 183 Columbia Heights - Watchtower/183 Columbia Holding LLC. Page 13 8.1.9 There arc no third party contracts relating to the Land or Improvements (including. without limitation, service and maintenance contracts, brokerage agreements, employment agreements, property management agreements and union or collective bargaining agreements) which will be in effect after the Closing Date or which will be binding upon Purchaser in any manner. 8.1.10 Seller is not subject to. or a party to, any charter, by-law, mortgage, lien, lease. agreement. contract, instrument, law or any valid order, judgment or decree or any other restrictions of any kind or character which would prevent or be violated by the execution of this Agreement, the consummation of the transactions contemplated hereunder, or the compliance by Seller with the terms, conditions, and provisions hcrcof. 8.1.11 There are no written or verbal maintenance. supply, or service agreements affecting the Property that will remain in effect after the Closing. 8.1.12 There are no employees with respect to the Property for whom Purchaser shall have any liability or obligations, and there are no union or collective bargaining agreements applicable to the P