FILED: NEW YORK COUNTY CLERK 12/15/ :04 PM INDEX NO /2016 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/15/2016. Index No. [type in Index No]

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1 FILED: NEW YORK COUNTY CLERK 12/15/ :04 PM INDEX NO /2016 NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 12/15/2016 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF New York LMN 55 Corporation and 14th Street Owner LLC, Index No. [type in Index No] Plaintiff(s), -against- utuntatts Lexman Realty Corp. and Citibank, N.A., Defendant(s). Date Index No. Purchased: To the above named Defendant(s) Lexman Realty Corp - One Commerce Plaza, 99 Washington Avenue, Albany, New York Citibank, N.A Greenwich Street, New York, New York You are hereby summoned to answer the complaint in this action and to serve a copy of your answer, or, if the complaint is not served with this summons, to serve a notice of appearance, on the Plaintiffs attorney within 20 days after the service of this summons, exclusive of the day of service (or within 30 days after the service is complete if this summons is not personally delivered to you within the State of New York); and in case of your failure to appear or answer, judgment will be taken against you by default for the relief demanded in the complaint. The basis of venue is West 14th Street, 536 6th Avenue, 538 6th Avenue, 540 6th Avenue, NY, NY which is the location of the Property at issue and a basis for venue pursuant to CPLR Section 507. Dated: New York, New York December 15, 2016 Kaye Scholer LLP by 711,b{A0J-eli Michael Lynn Attorneys for Plaintiff LMN 55 Corporation and 14th Street Owner LLC 250 West 55th Street New York, New York of 10

2 SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK LMN 55 CORPORATION and 14TH STREET OWNER LLC, x Index No. - against - Plaintiffs, VERIFIED COMPLAINT LEXMAN REALTY CORP. and CITIBANK, N.A., Defendants. x Plaintiffs LMN 55 Corporation and 14th Street Owner LLC (collectively, the "Plaintiffs"), by their attorneys Kaye Scholer LLP, as and for their complaint against defendants Lexman Realty Corp. ("Lexman") and Citibank, N.A. ("Citibank") (collectively, the "Defendants") allege as follows: NATURE OF THE ACTION 1. This action is brought pursuant to Article 15 of New York Real Property Actions and Proceedings Law ("RPAPL") to quiet title to all persons claiming any legal or equitable right, title, estate, line, or interest adverse to 14th Street Owner LLC's title in West 14th Street, 536 6th Avenue, 538 6th Avenue, 540 6th Avenue, New York, New York located at Block 816 and Lots 1 and Part of 4, (the "Property"), or any cloud upon 14th Street Owner LLC's title thereto. 2. On December 1, 2015, 14th Street Owner LLC acquired ownership in fee simple of the Property. A title search performed in connection with that acquisition revealed a mortgage held by defendant Lexman that upon information and belief is invalid or has been satisfied (hereinafter referred to as the "Purported Mortgage"). 2 of 10

3 3. 14th Street Owner LLC assigned the cause of action to quiet title to Plaintiff LMN 55 Corporation with respect to the Purported Mortgage held by Defendants on the Property. A copy of the assignment is attached as Exhibit A. 4. By this action, Plaintiffs seek judgment, among other things, declaring the cancelation and discharge of the Purported Mortgage. THE PARTIES 5. Plaintiff LMN 55 Corporation is a corporation organized and existing under the laws of the State of New York. 6. Plaintiff 14th Street Owner LLC is a limited liability company organized and existing under the laws of the State of Delaware. It is the owner of and is in possession and occupation of the Property. 7. Defendant Lexman was a corporation organized and existing under the laws of the State of New York. Lexman filed a certificate of dissolution with the State of New York Department of State under Section 1003 of the Business Corporation Law on October 31, A true and correct copy of Lexman's certificate of dissolution is attached as Exhibit B. 8. Defendant Citibank is a federally chartered national bank. Defendant Citibank conducts business in New York State. Defendant Citibank is named because it may have established or owned defendant Lexman. JURISDICTION AND VENUE 9. This Court has jurisdiction over Defendants pursuant to CPLR 301 and Venue is proper in this Court under, inter alia, CPLR 507 because the Property is located in this county. 3 of 10

4 STATEMENT OF FACTS I. 14th Street Owner LLC Acquired Title in Fee Simple to the Property 11. On December 1, 2015, 14th Street Owner LLC acquired title in fee simple to the Property from LLC. 12. The deed transferring title from LLC to 14th Street Owner LLC, dated the 1st day of December 2015, was duly recorded in the NYC Department of Finance, Office of the City Register of the County of New York on the 19th day of February 2016, in City Register File No.: A true and correct copy of 14th Street Owner LLC's recorded deed is attached as Exhibit C th Street Owner LLC's real property is bounded and 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 the northeasterly corner of the intersection of Avenue of the Americas and 14th Street; RUNNING THENCE northerly along the easterly side of Avenue of the Americas, 112 feet 6 inches; THENCE easterly parallel with 14th Street and part of the distance through a party wall, 75 feet; THENCE southerly parallel with Avenue of the Americas, 112 feet 6 inches to the northerly side of 14th Street; and THENCE westerly along the northerly side of 14th Street, 75 feet to the point or place of BEGINNING. Avenue of the Americas is also known as Sixth Avenue. II. Defendants' Purported Mortgage 14. In connection with 14th Street Owner LLC's acquisition of the Property, a title search was performed. A true and excerpted copy of the title report dated June 14, 2015 is 4 of 10

5 attached as Exhibit D. The title report revealed a mortgage made by Manny E. Due11, as Mortgagor, to Lexman Realty Corp., as Mortgagee, in principal sum of $300,000, dated August 13, 1969, and recorded August 22, 1969 in Reel 149 Page 1100 (the "Purported Mortgage"). A true and correct copy of the Purported Mortgage is attached as Exhibit E. III. Defendants' Purported Mortgage Was Satisfied 15. It appears by this search of the public records that Defendants claim or may claim to have a security interest in the Property because of the above-mentioned Purported Mortgage. The exact nature, extent, and quality of which claims are unknown to Plaintiffs. 16. Upon information and belief, as security for his promise not to acquire any property on a certain block in midtown Manhattan that Lexman was seeking to acquire property to build an office tower for Defendant Citibank, Manny E. Duell, the former owner of the Property, executed a mortgage on said Property. A true and correct copy of an article by Peter Hellman, entitled How They Assembled The Most Expensive Block In New York's History, NEW YORK MAGAZINE Feb. 25, 1974, at 33 is attached as Exhibit F. 17. Upon information and belief, in exchange for foregoing any acquisitions on this midtown block in Manhattan for a period of eighteen months, Lexman agreed that the Purported Mortgage would revert to Manny E. Duell: "Manny," said [Don] Schnabel, "just one thing. If you want me to take over these contracts, I need to know you are going to stay off the block from this point on. I don't want you popping up on the other side with more contracts. I want this to be good-by, Manny." "Don't you worry, Don. I'll be off the block." "And I want your partners, your cousins, and anyone else fronting for your interests to stay off, too." "I promise," said Duell. 5 of 10

6 "I believe you, Manny," said Schnabel. "As a token of your good faith, I'm sure you won't mind signing over to me a $300,000 mortgage on one of the buildings you own. Maybe that nice one at 530 Sixth Avenue. We'll put it in escrow. If you stay off the block for eighteen months, it reverts to you." Id. at 33. Manny Duell blanched. He jumped up and shook his fists. He swore he would never, never do such a thing. But Schnabel could see that even as Manny was leaping about and ranting, his eyes were fixed on the check with all the zeros. Schnabel waited. When Duell calmed down, the mortgage belonged to Lexman. 18. Upon information and belief, Manny E. Due11 fulfilled his promise not to acquire any other interests on the midtown block and Defendant Citibank constructed its office tower. Accordingly, under the terms of the parties' agreement, the mortgage reverted to Manny E. Due11 and was satisfied. 19. More than forty-five years have passed since Manny E. Duell gave the mortgage on the Property to Lexman. 20. To the extent the Purported Mortgage did not revert or was at one time valid, upon information and belief, any obligation for payment has been satisfied. 21. From 1998 through the date of this complaint, no payments were made on the Purported Mortgage, no demand for payment was ever made during that time by Defendants on the Purported Mortgage and no action was ever filed by Defendants on the Purported Mortgage. 22. Manny E. Duell was a prior owner of the Property. He died on September 17, During the administration of Mr. Due11's estate, and in connection with the distribution of Mr. Duell's real properties to his beneficiaries, one of the co-executors to his estate represented to the Surrogate's Court that there was no mortgage on the Property. A copy of the coexecutor's affidavit and attached exhibit submitted to the Surrogate's Court is attached as Exhibit G. 6 of 10

7 IV. 14th Street Owner LLC Holds Title Free From An Encumbrances 23. Therefore, 14th Street Owner LLC is seised and possessed of the Property free, and wholly discharged from, any claim, demand, or encumbrance. 24. Upon information and belief, all necessary parties are known, and none is an infant, mentally retarded, mentally ill, an alcohol abuser, or under any other disability. 25. Upon information and belief, any judgment in this action will not affect any person or persons not in being or ascertained at the time of the commencement of this action, who by any contingency contained in a devise or grant, or otherwise, could afterward become entitled to a beneficial estate or interest in the real property which is the subject of this action. 26. Upon information and belief, every person in being who would have been entitled to such an estate or interest in the subject real property if such contingent event occurred immediately prior to the commencement of this action is named as a party to this action. 27. No personal claim is made against any defendant herein except such defendants as may defend this action. AS AND FOR A FIRST CAUSE OF ACTION PURSUANT TO RPAPL 1501(1) 28. Plaintiffs repeat and reallege each of the foregoing allegations contained in paragraphs 1 27 as if fully set forth herein. 29. Plaintiff 14th Street Owner LLC acquired title in fee simple to the Property from LLC and is in possession and occupation of the Property. 30. Plaintiff 14th Street Owner LLC assigned the cause of action to quiet title to Plaintiff LMN 55 Corporation. 7 of 10

8 31. It appears from the public records that Defendants may claim an estate or interest in the Property that is adverse to that of Plaintiff 14th Street Owner LLC based on the Purported Mortgage discovered during the title search. 32. Any claims which Defendants may assert regarding the Purported Mortgage are invalid, void, and of no force and effect. 33. Plaintiffs further allege that, to the extent the Purported Mortgage was at one time valid, the Purported Mortgage has been satisfied. 34. Accordingly, pursuant to RPAPL 1501(1), any alleged estate or interest in the Property that is adverse to that of Plaintiff 14th Street Owner LLC should be found invalid or void. 35. Furthermore, Plaintiff 14th Street Owner LLC should be declared the sole owner in fee simple absolute of the Property. PRAYER FOR RELIEF WHEREFORE, Plaintiffs demand judgment: A. Declaring and adjudging 14th Street Owner LLC as the owner in fee simple absolute, vested with an absolute and unencumbered title in fee, to the Property described in this complaint, free and clear of the Purported Mortgage mentioned above; B. Forever barring Defendants, as well as any and all persons from claiming any estate or interest in the Property described in this complaint; C. Awarding 14th Street Owner LLC exclusive possession of the Property; D. Canceling any instrument of record that purports to create any estate or interest in the Defendants with respect to the Property or reforming any such instrument; 8 of 10

9 E. Awarding damages together with interest thereon and the costs and disbursements of this action, and for such other and further relief as the court shall deem just and proper. Dated: December 7, 2016 New York, New York Respectfully submitted, KAYE SCHOLER LLP By: Michael A. Lynn Margaret Rogers 250 West 55th Street New York, New York (212) Attorneys for Plaintiffs 9 of 10

10 VERIFICATION STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) I, Benjamin Duell, am the President of LMN 55 Corporation. I make this verification pursuant to CPLR 3020(d). I have read the foregoing Verified Complaint and know the contents thereof. The contents of the complaint are true to my knowledge except as to matters alleged on information and belief, and as to those matters, I believe them to be true. Dated: December 7, 2016 Be gamin Duell Subscribed and sworn to before me on D ember 1, 2016 Notary Public My commission expires on 1.-A; APUZZO Notary Public, State of New York No. 01AP Qualified in Bronx County Commission Expires March 23, 20.1_, of 10