LIBERTY COURT CONDOMINIUM 200 Rector Place New York, New York 10280

Transcription

1 THIRTIETH AMENDMENT TO CONDOMINIUM PLAN LIBERTY COURT CONDOMINIUM 200 Rector Place New York, New York SPONSOR: Mariner's Cove Site B Associates c/o Goodstein Development Corporation 220 Lakeville Road Lake Success, New York SELLING AGENT: Douglas Elliman, LLC 575 Madison Avenue New York, New York DATED: October_,

2 THIRTIETH AMENDMENT TO CONDOMINIUM PLAN INTRODUCTION This Thirtieth Amendment modifies and supplements the terms of the Condominium Offering Plan for the Premises known as Liberty Court Condominium ("Condominium") located at 200 Rector Place, New York, New York ("Building") dated May 22, 1987, ("Plan" or "Offering Plan"), and should be read in conjunction with the Plan, as previously amended. The terms of this Amendment are as follows: 1. LITIGATION UPDATE The "Sponsor Partnership" referenced below includes Mariner's Cove Site B Associates, the Sponsor of the instant offering plan, and also Mariner's Cove Site J Associates and Mariner's Cove Site K Associates, the Sponsors of two other related condominium offering plans: Cara Associates, LLC, etc. v. Howard P. Milstein, et ano., Index No /2015 On or about May 19, 2015, two of the general partners (hereinafter, collectively, "Cara"), representing 60% of partnership interests in the Sponsor Partnership, commenced an action in the Supreme Court, New York County, against Howard P. Milstein, who had theretofore been granted the authority to manage, conduct and operate the business of the Sponsor Partnership, and his affiliated entity, which owns the remaining 40% interest in the Sponsor Partnership. The action sought a declaration confirming the removal of Milstein and his authority to manage, conduct and operate the business of the Sponsor Partnership under the governing Partnership Agreement and his replacement by Ivan G. Goodstein and Michael Nelsen. Following motion practice, on or about October 13, 2015, the Supreme Court granted Cara its requested relief. In its decision and order, the Supreme Court stated: [T]he partnerships are empowered to remove Defendant Howard P. Milstein's authority to manage, conduct and operate the Partnerships' business and to appoint a successor(s) by majority vote. Cara Associates LLC, together with a Hudson South entity (either Hudson South Associates LLC or Hudson South Site B Associates LLC), own and control 60% of the general partnership interests in the Sponsor. The remaining 40% interest is owned by Rector Park Associates LLC, with which Milstein is affiliated. 2

3 Subsequently, on May 6, 2016, the Supreme Court entered final judgment in the matter. That judgment provided that Milstein's authority to manage the Partnership was duly revoked, and that Nelsen and Goodstein were duly authorized to manage the business of the Sponsor Partnership in Milstein's place and stead. Milstein appealed from the October 13, 2015 order. By initial decision and order dated April12, 2016, the Appellate Division, First Department, affirmed the Supreme Court order below, and confirmed that the majority partners of the Sponsor Partnership had the right to and did replace Milstein with Goodstein and Nelsen. On May 6, 2016, the Supreme Court entered final judgment in the matter and, shortly thereafter, Goodstein and Nelsen assumed the management of the Partnership. Following the entry of the April 12, 2016 decision, Cara moved to clarify one provision of the Appellate Division's order. On June 30, 2016, the Appellate Division granted the requested relief, and entered its final order on appeal. That June 30, 2016 decision again affirmed the Supreme Court order appealed from, and added a clarifying paragraph with respect to the sales of unsold units. The end of the June 30, 2016 opinion thus now reads: The purpose of each partnership was to construct and manage a condominium. If all of the partnerships' remaining condominium units are sold, the partnerships will not be able to carry on business. Therefore, Partnership Law 20(3), rather than 40(8) applies to the sale of the remaining units. Unanimity of the partners is thus required to sell the remaining units. (citations and remaining text omitted). [T} he sale of a single unit is in the ordinary course of the partnership's business and may be approved by a majority of the partners, whereas a bulk sale or other act that would make it impossible for the partnership to carry on business must be approved unanimously. (Citations omitted; emphasis supplied). On or about July 7, 2016, Milstein applied for leave to appeal to the Court of Appeals from the June 30, 2016 order. That application was denied on the ground that the order sought to be appealed was not final within the meaning of the New York law. Milstein had previously noticed, but not perfected, an appeal from the May 6, 2016 judgment. On September 6, 2016, Milstein perfected his appeal from the judgment for the purpose of creating finality. Milstein has acknowledged that the latest appeal raises no new issues for appellate review. On October 4, 2016, Cara moved the Appellate Division for an order summarily affirming the judgment appealed from by Milstein. Cara's application is based upon Milstein's admission that 3

4 the issues raised on this latest appeal have been previously determined by that Court. That motion is pending at the Appellate Division. Per the decisions, orders and judgments below, Goodstein and Nelsen are duly authorized to manage, conduct and operate the business of the Partnership, including to sell the units owned by the Sponsor Partnership. There is no judicial stay or other impediment to the sales of units beyond the acceptance for filing of this proposed amendment. Cara does not believe that the outcome of the latest appeal or any further effort to appeal to the Court of Appeals will materially affect the offering, the property, or the Sponsor Partnership's ability to perform its obligations under the offering plan or the condominium documents. 2. FINCEN DISCLOSURE Pursuant to the Geographic Target Order ("Order") issued on July 22, 2016 by the Acting Director of the Financial Crimes Enforcement Network ("FinCEN"), title companies are now required to collect and report information regarding purchasers in transactions where: (1) the purchaser is a legal entity as defined in the Order; (2) the purchaser purchases residential real property located in the Boroughs of Brooklyn, Queens, Bronx, Manhattan, and Staten Island; (3) the total purchase price is in excess of 3,000,000 in the Borough of Manhattan or the total purchase price is in excess of 1,500,000 in the Boroughs of Brooklyn, Queens, Bronx or Staten Island; (4) the purchaser does not obtain a bank loan or similar form of external financing; and (5) the purchase is made at least in part, using currency or a cashier's check, a certified check, a traveler's check, a personal check, a business check, or a money order in any form. The Order affects all residential real property dosings occurring on or after. August 28, 2016 and until the expiration of the effective period of such Order (i.e., February 23, 2017, which date is subject to change by FinCEN). 3. UNSOLD RE DENTIAL UNITS Sponsor continues to own the Unsold Residential Units as set forth on the Schedule of Unsold Units, annexed hereto as Exhibit "A" and made a part hereof ("Unsold Units"). The new Estimated Offering Prices for those Unsold Units are set forth therein. Sponsor reserves the right to enter into a negotiated agreement with individual purchasers to sell one or more Unsold Units. Leases for any occupied Unsold Units will be provided to any purchasers of such Unsold Units. 4. A'ITORNEYS FOR MARINER'S COVE SITE B ASSOCIATES The Offering Plan and the form of Purchase Agreement set forth in Part II of the Offering Plan are hereby amended to set forth that MARINER'S COVE SITE B ASSOCIATES, as the Sponsor, has substituted the Law Office of D' Agostino, Levine, Landesman & Lederman, LLP, 345 Seventh Avenue, 23rd Floor, New York, NY 10001, (212) as its attorneys in connection with this amendment and all future filings or dealings with the Attorney General's 4

5 Office, all legal services as it relates to the preparation and negotiation of Purchase Agreements for the purchase of Unsold Units, the closing of title to the Unsold Units, and as the new Escrow Agent. D'Agostino, Levine, Landesman & Lederman, LLP prepared this Amendment, and as of the date of acceptance of this Amendment, all existing files pertaining to the Unsold Units shall be transferred to the Law Office of D' Agostino, Levine, Landesman & Lederman, LLP. As of the date of this Amendment there has been no marketing of the Unsold Units, no Purchase Agreements have been negotiated, nor any escrow deposits received for any of the Unsold Units. 5. ESCROW ACCOUNT AND FORM OF PURCHASE AGREEMENT The form of Purchase Agreement set forth in Part II of the Offering Plan, as amended, is hereby deleted in its entirety and replaced with the form of Purchase Agreement, which includes escrow provisions, as annexed hereto as Exhibit "B" and made a part hereof FINANCIAL STATEMENTS Annexed hereto as Exhibit "C" and made a part hereof is a copy of the financial statements of the Condominium for the year ended November 30, 2015, prepared by Kleinman & Weinshank, LLP /2016 CONDOMINIUM BUDGET Annexed hereto as Exhibit "D" and made a part hereof is a copy of the budget of the Condominium for the year ending November 30, 2016, which was adopted by the Condominium Board. 8. CONDOMINIUM BOARD The present members of the Condominium Board are as follows: Members Affiliated with Sponsor: Ivan Goodstein Michael Nelsen John J anangelo Member Member Member Members Not Mfiliated with Sponsor: 5

6 Lucy Kuhn Michael Gaschler Julie O'Neill Matthew Fenton President Vice President Treasurer Secretary Ivan Goodstein and Michael Nelsen have an office address c/o Goodstein Development Corporation, 220 Lakeville Road, Lake Success, NY John Janangelo has an office address at c/o Residential Management Group, LLC, 675 Third Avenue, New York, NY Sponsor does not control the Condominium Board. 9. FINANCIAL DISCLOSURE OF SPONSOR The information set forth herein is a required disclosure of all offering plans for buildings in which the Sponsor or holders of unsold units own more than 10% percent of the units, even if there have been no material changes in the financial position of the Sponsor or holders of unsold units and all payments are current. (a) Ownership of Unsold Units by Sponsor as of October i. 165 Residential Units, 1 Professional Unit and 1 Commercial Unit remain unsold ("Unsold Units"). n. The aggregate monthly Common Charges (inclusive of PILOT payments) payable by Sponsor to the Condominium with respect to the Unsold Units equal approximately 474, m. The aggregate monthly rents received by Sponsor from tenants of Unsold Units equal approximately 775, (b) Financial Obligations to the Condominium Sponsor has no fmancial obligations to the Condominium, other than the payment of Common Charges which will become due within twelve (12) months from the Filing Date of this Amendment. (c) Financial Obligations to the Lenders The Sponsor has no financial obligation to any lender and the unsold units are not encumbered by any mortgage. The Unsold Units Loans disclosed in prior Amendments to the Plan have been paid in full and satisfied. 6

7 (d) Payment of Sponsor Obligations Sponsor will fund its obligation to pay Common Charges from rents received from tenants of the Unsold Units, proceeds of the sales of the Unsold Units and internal cash flow. (e) Status of Financial Obligations Sponsor is current on all financial obligations to the Condominium. Sponsor has been current in all of its financial obligations to the Condominium and the prior Lender for the twelve (12) month period prior to the filing of this Amendment. (f) Prior Public Offerings Annexed hereto as Exhibit "E" and made a part hereof is a "Schedule of Prior Public Offerings" in which one or more principals of Sponsor own more than 10% of the unsold units or unsold shares. The principals of Sponsor are current in their financial obligations with respect to these buildings. The offering plans for these buildings are on file with the Department of Law, 120 Broadway, 23rd Floor, New York, New York and are available for public inspection. 10. CHANGE IN MANAGEMENT (a) Effective April 12, 2016, the management of the Sponsor has been transferred from Howard Milstein to Michael Nelsen and Ivan G. Goodstein, each with an address at c/o Goodstein Development Corporation, 220 Lakeville Road, Lake Success, New York, 11020; telephone (516) (b) Effective April 26, 2016, Residential Management Group, LLC (d/b/a Douglas Elliman Property Management) with an office at 675 Third Avenue, New York, New York, became the property manager of the Sponsor's Unsold Residential Units, replacing Milford Management Corp. (c) Effective August 25, 2016, Douglas Elliman LLC with an office at 575 Madison Avenue, New York, New York was appointed selling agent for the Sponsor replacing Milford Management Corp. 11. TENANT SECURITY ACCOUNTS Rent Security Deposits for tenants of Unsold Residential Units previously deposited in escrow at Emigrant Savings Bank, effective July 1, 2016 have been transferred to an escrow account at TD Bank with an address at 125 Park Avenue, New York, NY \ 7

8 12. INCORPORATION OF PLAN The Plan, as modified and supplemented by this Amendment, is incorporated herein by reference with the same effect as if set forth at length. 13. DEFINITIONS Any term used in this Amendment not otherwise defined herein shall have the same meaning ascribed to it in the Plan. 14. NO MATERIAL CHANGES Except as set forth in this Amendment, there have been no material changes of facts or circumstances affecting the Property or the offering. SPONSOR: MARINER'S COVE SITE B ASSOCIATES 8

9 Exhibit "A" Schedule of Unsold Units

10 Schedule of Unsold Units- Liberty Court Condominium % In Common Monthly Common Unit# Elements Charges Monthly Pilot Contribution For Total Monthly Purchase of Current carrying Charges Superintendent's Unit Occupancy Estimated Offering Price 3F % H % L % R % % 1, E % F % G % H % K % 1, l % R % % SE % SF % l % R % X % SY % 1, % 1, E % F % G % , Vacant , Occupied , Occupied , Occupied 1, , Occupied , Occupied , Occupied , Occupied , Occupied 1, , Vacant , Occupied , Occupied , Occupied , Occupied , Occupied , Occupied , Occupied , Occupied 1, , Occupied 1, , Occupied , Occupied , Occupied , Occupied 655, , , , ,000, , , , , ,025, , , ,025, , , , , , ,155, ,050, , , ,000.00

11 Schedule of Unsold Units- Uberty Court Condominium % In Common Monthly Common Unit# Elements Charges Monthly Pilot Contribution For Total Monthly Purchase of Current Carrying Charges Superintendent's Unit Occupancy Estimated Offering Price 6H % K % 1, M % Y % 1, E % F % s 7G % s H % K % 1, L % M % X % Y % 1, SB % 1, SE % SF % SG % H % SK % 1, R % E % G % L % , Occupied 1, , Occupied , Occupied 1, , Occupied s 1, s Occupied , Vacant , Occupied , Occupied 1, s Occupied , Occupied , Occupied , Occupied 1, , Occupied 1, , Occupied , Occupied , Occupied , Occupied , Occupied 1, , Occupied , Occupied , Occupied , Occupied , Occupied s 885, ,045, , ,180, , , , , ,095, , , , ,205, ,075, , , , , ,100, , , , ,000.00

12 Schedule of Unsold Units- Liberty Court Condominium %In Common Monthly Common Unit # Elements Charges Monthly Pilot Contribution For Total Monthly Purchase of Current Carrying Charges Superintendent's Unit Occupancy Estimated Offering Price 10 B % 1, % E % 1, F % log % H % 1, lom/n % 1, E % 1, lll % H % 1, H % 1, H % 1, H % 1, M % H % 1, H % 1, H % 1, H % 1, H % s 1, H % 1, s % H % 1, H % 1, , , Occupied , Occupied 1, , Occupied , Occupied , Occupied 1, , Occupied 1,n9.16 3, Occupied 1, , Occupied , Occupied 1, , Occupied 1, , Occupied 1, s 2, Occupied 1, , Vacant , Occupied 1, , Occupied 1, , Occupied 1, , Occupied 1, , Occupied 1, s 2, Vacant 1, , Occupied , Occupied 1, , Occupied 1, , Vacant 1,050, , ,650, , , ,025, ,600, ,500, , ,075, ,100, ,125, ,150, , ,175, ,200, ,225, ,250, ,275, ,300, , ,325, ,350,000.00

13 Schedule of Unsold Units- liberty Court Condominium % In Common Monthly Common Unit# Elements Charges Monthly Pilot Contribution For Total Monthly Purchase of Current Carrying Charges Superintendent's Unit Occupancy Estimated Offering Price 26H % 1, H % 1, F % H % 1, K % % F % H % 1, K % B % 1, F % G % H % 1, K % B % 1, % E % 1, F % G % H % 1, J % K % B % 1, , , Occupied 1, , Occupied , Occupied 1, , Occupied ,5n Occupied , s Occupied , Occupied 1, , Occupied , Occupied 1, , Occupied , Occupied , Occupied 1, , Occupied , Occupied 1, , Occupied , Occupied 1, , Occupied , Occupied , Occupied 1, s 2, s Occupied , Occupied , Occupied 1, , Occupied s 1,375, ,400, , ,425, , , , ,450, , ,550, , , ,475, , ,575, , ,995, , , ,500, , , ,600,000.00

14 Schedule of Unsold Units - Liberty Court Condominium % In Common Monthly Common Unit# Elements Charges Monthly Pilot Contribution For Total Monthly Purchase of Current carrying Charges Superintendent's Unit Occupancy Estimated Offering Price 32 E % 1, F % G % H % 1, J % K % % 1, C % D % F % G % H % 1, K % % 1, C % % 1, E % 1, F % G % H % s 1, J % K % % 1, , , s Occupied , Occupied , Occupied 1, , Occupied , Occupied , Occupied 1, , Occupied , Occupied 1, , Occupied s 1, Occupied 1, , Occupied 1, , Occupied , Occupied 1, , Occupied , Occupied 1, , Occupied 1, , Occupied , Occupied 1, , Occupied 1, , Occupied , Occupied s 1, Occupied 1, , s Occupied 2,045, , , ,525, , , ,625, , ,000, , , ,550, , ,650, , ,020, ,095, , , ,575, , , ,675,000.00

15 Schedule of Unsold Units- Uberty Court Condominium % In Common Monthly Common Unit# Elements Charges Monthly Pilot Contribution For Total Monthly Purchase of Current carrying Charges Superintendent's Unit Occupancy Estimated Offering Price % 1, F % H % 1, K % C % 1, % 1, H % 1, K % A % % 1, C % 1, % 1, E % 2, H % 1, K % M % s 38A % 2, % 2, C % 3, % 2, E % 1, F % 3, A % 2, , , Occupied 1, , Vacant 1, , Occupied , Occupied 1, , Occupied 1, , Occupied 1, , Vacant , Occupied , Occupied 1, , Occupied 1, , Occupied 1, , Occupied 2, , Occupied 1, , Vacant , Occupied , Occupied 2, , , Occupied 2, , Occupied 3, , , Occupied 2, , , Occupied 1, , Vacant 3, , , Occupied 2, , , Occupied 1,040, , ,600, , , ,070, ,625, , ,150, ,700, , ,100, ,220, ,650, , , ,825, ,950, ,150, ,470, ,000, ,000, ,850,000.00

16 Schedule of Unsold Units- Liberty Court Condominium % In Common Monthly Common Unit# Elements Charges Monthly Pilot Contribution For Total Monthly Purchase of Current Carrying Charges Superintendent's Unit Occupancy Estimated Offering Price 39C % 3, % 2, E % 1, F % 3, A % 2, % 2, % 2, E % 1, F % 3, % 2, E % 2, F % 3, A % 3, B % 2, C % 3, E % 2, F % 3, A % 2,99S.n s % 2, C % 3, % 2, E % 2, F % 3,180.n s 3, , , Occupied 2, , s 1, Occupied 1, , Occupied 3, , , Occupied 2, ,n2.96 s 1, Occupied 2, , Occupied 2, , , Occupied 2, , Occupied 3, , , Occupied 2, , , Occupied 2, , Occupied 3, , , Occupied 3, , , Occupied 2, , Occupied 3, , , Occupied 2, ,1n.39 s Occupied 3, , , Occupied 3, , , Occupied 2, , Vacant 3, , , Vacant 2, , , Vacant 2, , Occupied 3, , , Occupied s 3,175, ,495, ,025, ,025, ,875, ,000, ,520, ,050, ,050, ,545, ,075, ,075, ,900, ,050, ,200, ,100, ,100, ,925, ,075, ,225, ,570, ,125, ,125,000.00

17 Schedule of Unsold Units - Uberty Court Condominium % In Common Monthly Common Unit# Elements Charges Monthly Pilot Contribution For Total Monthly Purchase of Current Carrying Charges Superintendent's Unit Occupancy Estimated Offering Price 44A % 3, % 3, C % 3, % 2, C % 2, Pl % 1, , , , Occupied 3, , , Occupied 3, , , Occupied 2, , Occupied 3, , , Occupied 1, , Occupied _ 2,650, ,985, , 785, ,850, ,477, , Total % 234, , , , s 229,574,

18 Exhibit "B" Purchase Agreement

19 1 THIS DOCUMENT IS A LEGALLY BINDING DOCUMENT AND SHOULD BE READ CAREFULLY BY EACH PROSPECfiVE PURCHASER AND SHOULD BE REVIEWED BY EACH PROSPECTIVE PURCHASER'S ATIORNEY BEFORE EXECUTING IT. PURCHASE AGREEMENT ("Agreement") UBERTY COURT CONDOMINIUM ("Condominium") Purchaser's Name:.""". ---~ Social Security No.:. ~~ Adme~:~~ ~~ Telephone No.: ~~ Additional Purchaser's Name: ~ Social Security No.: ~~ ~ Addre~:. ~~~ ~- Telephone No.= ~ Unit Number: ~ Percentage Interest in Common Elements:. ~ Down Payment (not including custom work)* Total ~ Balance Due at Closing Total Purchase Price for Unit.. Name(s) and manner in which title will be taken: Additional Down Payment for custom work

20 2 Statement of Seller MARINER'S COVE SITE B ASSOCIATES, a New York general partnership, with an address at, c/o Goodstein Development Corporation, 220 Lakeville Road, Lake Success, New York ("Sponsor" or "Seller"), has promulgated a Plan of Condominium Ownership of UBERTY COURT CONDOMINIUM. (''the Plan") pursuant to which the land with appurtenances and the Residential Units and the Commercial Unit and the Professional Unit (sometimes collectively referred to as ''the Units") have been constructed by Seller, and located at 200 Rector Place, New York, New York 10280, and has been declared to be a condominium under the provisions of Article 9-B of the Real Property Law of the State of New York on the terms and conditions more particularly set forth in the Plan. Statement of Purchaser Purchaser acknowledges as follows: I have received and read a copy of the Plan and all filed amendments thereto. Said Plan, which includes the Declaration and amendments thereto, if any, to be made by the Sponsor, which has been recorded in the New York County Office of the Register of the City of New York, together with the Schedules, By-Laws and Rules and Regulations attached thereto, are incorporated herein by reference and made part of this Agreement with the same force and effect as if fully set forth herein. AFrER DEliVERING AN EXECUTED AGREEMENT, TOGETHER WITH THE REQUIRED DEPOSIT, I WilL BE AFFORDED SEVEN (7) DAYS TO RESCIND TillS PURCHASE AGREEMENT AND HAVE THE FULL DEPOSIT REFUNDED TO ME PROMPTLY, PROVIDED TIIAT I HAVE NOT HAD AN OPPORTUNITY TO REVIEW THE OFFERING PlAN AND ANY FILED AMENDMENTS FOR AT least THREE (3) BUSINESS DAYS PRIOR TO SUCH DELIVERY. SUCH RESCISSION MUST BE BY WRITIEN NOTICE, ADDRESSED TO SPONSOR, AND BE POSTMARKED OR HAND DELIVERED NO later THAN MIDNIGHT OF TilE 7TH DAY SUBSEQUENT TO MY DELIVERING THE EXECUTED PURCHASE AGREEMENT. IF I HAVE HAD AN OPPORTUNITY TO REVIEW 1HE OFFERING PIAN AND ANY FILED AMENDMENTS FOR NOT LESS THAN TIIREE (3) BUSINESS DAYS PRIOR TO MY MAKING THE AFQJBA)l) DEUVERY, I SHALL NOT BE PERMIITED THE AFOREMENTIONED SEVEN (7) DAY TIME PERIOD TO RESCIND THIS PURCHASE AGREEMENT. The seven (7) day rescission period is (delete whichever is incorrect): applicable; not applicable. Purchaser has been given an opportunity to examine the architectural plans for the abovenumbered Unit or Units and for the building in which it is located (''the Building"). Purchaser is desirous of purchasing the above-numbered Uni~ as designated in the Declaration and on the floor plans filed in the aforesaid Register's Office, together with an undivided interest in the Common Elements appurtenant thereto (the above-numbered Unit and the undivided interest appurtenant thereto being hereinafter collectively called the "Unit'');

21 3 Agreement Between Sponsor and Purchaser For good and valuable consideration, receipt of which is hereby acknowledged, Sponsor and Purchaser mutually agree as follows: 1. Payment for Unit. Seller hereby agrees to sell and Purchaser hereby agrees to purchase the Unit for the Total Purchase Price stated above. The Down Payment stated above has been made on the signing of this Agreement, receipt of which by check subject to collection is hereby acknowledged by Seller. If the check representing the Down Payment is returned for insufficient funds or for any other reason (i) such return shall be deemed a non-curable default by Purchaser and this Agreement shall automatically be deemed cancelled, and (ii) upon such cancellation Purchaser and Sponsor will be released and discharged of all further liability and obligations hereunder and under the Plan, and the Unit may be sold to another as though this Agreement had never been made and without any obligation to account to Purchaser for any of the proceeds of such sale. Notwithstanding anything herein to the contrary, whether or not the Seller has canceled this Agreement as provided above, if the Seller has not collected the proceeds of any check for any payments due under this Agreement, then the Seller may take such actions at law and in equity as may be required in order to collect such payments and any and all costs of collection, including, without limitation, all attorneys' fees and expenses incurred by the Seller in connection therewith. The Balance Due at Closing shall be payable at the closing of title, as hereinafter provided in Paragraph 2, by unendorsed certified or cashier's check of Purchaser drawn on a bank or trust company which is a member of the New York Qearing House Association to the order of Seller or as otherwise directed by Seller. 2. Closing of Tide. The closing of title shall take place on no less than thirty (30) days' prior written notice to Purchaser at such place as Sponsor may designate, at an hour and on a date (hereinafter called the "Closing Date") to be specified by Sponsor (unless Purchaser and Sponsor shall agree on an earlier Closing Date). Sponsor shall have the right, from time to time, to adjourn the Closing Date on written notice to Purchaser. If adjourned, Sponsor shall fix a new date and time for the closing of title to the Unit and shall give Purchaser not less than five (5) days written notice of the newly scheduled Closing Date. Purchaser shall be entitled to one reasonable adjournment of up to fifteen (15) days, on five (5) days written notice by Purchaser to Sponsor (hereinafter the "Adjourned Closing Date"), provided that Purchaser may not seek an adjournment of any kind based upon any provision set forth in Paragraph number 18(i) herein. If, through no fault of Sponsor, Purchaser fails for any reason to close title to his Unit on the originally scheduled Closing Date or the Adjourned Closing Date, and Sponsor does not have the right to, or elects not to, cancel this Agreement as a result of the same, (a) the adjustments for Common Charges, PIT.OT and assessments, if any (including water charges and sewer rents, if separately assessed), on the basis of the period for which assessed and Common Charges will be made as of midnight of the day preceding the originally scheduled Closing Date, regardless of when the closing of title occurs, and (b) Purchaser will be required to pay Sponsor, as a reimbursement of Sponsor's higher carrying costs for the Unit by virtue of the delay, and in addition to the other payments to be made to Sponsor under this Agreement and the Plan, an amount equal to 0.03% of the Total Purchase Price for each day starting from (and including) the originally scheduled Oosing Date to (and including) the day before the actual Closing Date. If, though no fault of Purchaser, Sponsor postpones the originally scheduled Closing Date, these

22 4 provisions shall apply to the rescheduled Closing Date if Purchaser fails for any reason to close title to his Unit on the rescheduled Closing Date. At the closing of title Sponsor shall deliver to Purchaser a Condominium Unit Assignment Agreement ("Assignment Agreemenf'}, conveying the Unit to Purchaser, such Assignment Agreement to be in the form contained in Part II of the Plan, executed and acknowledged by Sponsor in form for recording. Simultaneously with the delivery of U\~ Assignment Agreement, Purchaser (i) shall cause the proceeds of any mortgage loan to be transferred to the Sponsor on account of the Total Purchase Price (ii) if applicable, shall execute and deliver to the mortgagee the note and mortgage, and any other documents required by the mortgagee, as well as any documents required by Sponsor, and (iii) shall deliver the Balance Due at aosing. Title to the Unit will close only after or concurrently with the occurrence of the events set forth in the Section of the Plan entitled "Closing oftransfer of Units". 3. Power of Attorney to Board of Managers and Sponsor. At the closing of title and simultaneously with the delivery to Purchaser of the Assignment Agreement conveying the Unit, Purchaser shall execute and acknowledge the power of attorney to the Board of Managers and Sponsor in the form contained in Part II of the Plan. Purchaser agrees to deliver such power of attorney to Sponsor at the closing of title for recording and to pay the recording fee. 4. Binding Effect of Declaration, By-Laws, Plan, Rules and Regulations. Purchaser hereby agrees to be bound by the Declaration, as amended, the By-Laws, as amended, the Rules and Regulations and the Plan, as same may be amended from time to time. 5. Condition of Title. Sponsor agrees to convey to Purchaser a leasehold title to the Unit free and clear of all liens and encumbrances other than those set forth in the Plan, specifically in Part I thereof in the section titled "Closing of Transfer of Units; and Exhibits submitted in connection therewith (as well as other mortgages, if any, obtained by Purchaser}, and those expressly agreed to by Purchaser or set forth in Schedule A annexed hereto and made a part hereof. Purchaser will be responsible to pay to the title company the entire premium for Purchaser's title insurance. However, and notwithstanding anything herein to the contrary, Purchaser may obtain title insurance from any title insurance company or not obtain any title insurance at all, at Purchaser's sole discretion. Notwithstanding the above, the existence of unpaid taxes or liens of any kind at the time of title closing shall not constitute an objection to title, provided that a reputable title insurance company licensed to do business in the State of New York shall be willing to insure against collection of same from the Unit herein described. The parties agree that the Sponsor may pay and discharge any liens and encumbrances upon the property, not provided for in the Plan or this Agreement, out of the monies to be paid by the Purchaser at the time of closing title. 6. Expenses of Closing and Closing AdJustments. Purchaser will pay the closing costs and expenses referred to in the Section of the Plan (as same may be amended to date)

23 5 entitled "Closing Costs and Adjustments," including, but not limited to, the amount of any credit for mortgage recording tax as set forth in such Section, payment for title insurance, if Purchaser elects or is required by a lender to obtain same, recording fees for recording the Assignment Agreement, Power of Attorney and any Partial Release and/or UCC-3 Termination Statement for the Unit related to Sponsor's financing encumbering the Building, Common Charges, PILOT and assessments, if any (including water charges and sewer rents, if separately assessed), on the basis of the period for which assessed, New York City Real Property Transfer Tax, New York State Transfer Tax, ACRIS Service Fees of the Title Company required to close the Unit, Sponsor's attorney's fees for closing the Unit, and costs associated with obtaining a mortgage loan. The legal fees of Sponsor's attorneys in the amount of 3, will be payable by Purchaser to D' Agostino, Levine, Landesman & Lederman, LLP, if rendered by such firm, provided that an additional fee of per closing shall be due and payable for any Unit closing which ocaus outside the office of Sponsor's attorneys. A further fee of shall be payable by Purchaser to Sponsor's attorneys for the work involved for each assignment of a purchase agreement or contract. Assignments are permitted only with prior written consent of Sponsor. A legal fee of shall be payable for the work involved as a result of any adjournment by a Purchaser beyond that permitted under any right of adjournment set forth in the Offering Plan. Finally, a legal fee in the amount of shall be paid by Purchaser to Sponsor's attorneys for each cancellation of a Purchase Agreement and/or release related thereto, if prepared by such firm. Purchaser will also pay to the Board of Managers the sum required as Purchaser's contribution to the Working Capital Fund of the Condominium. Except as othirw.i~:provi~d: iif this agreement, PILOT and assessments, if any (including water charges and sewer rents, if separately assessed), on the basis of the period for which assessed, and Common Charges and expenses shall be adjusted between Sponsor and Purchaser as of midnight preceding the Closing Date in accordance with the provisions of the Plan. Any such expenses or adjustments payable to Sponsor in excess of will be paid by certified check or bank check drawn on a bank or trust company which is a member of the New York Clearing House Association or any successor organization. The obligation of the Purchaser to pay the transfer taxes as stated above shall survive the Closing. Notwithstanding anything herein to the contrary, one of Purchaser's costs of closing title to his or her Unit shall be the payment of the cost of title insurance. If requested by Purchaser, Sponsor shall order on Purchaser's behalf, provided Purchaser elects to obtain title insurance. However, notwithstanding anything herein to the contrary, a Purchaser may elect to obtain title insurance and/or a title report from any title insurance company and/or abstract company of his choosing, subject to the terms of paragraph 5 above. 7. Agreement Subject to Mortgages. Purchaser agrees that all terms and provisions of this Agreement are and shall be subject and subordinate to the lien of any building loan mortgage or development loan mortgage heretofore or hereafter made and any advances heretofore or hereafter made thereon and any payments or expenses already made or incurred or which may hereafter be made or incurred, pursuant to the terms thereof, or incidental thereto, or to protect the security thereof, to the full extent thereof without the execution of any further legal documents by Purchaser. This subordination shall apply whether such advances are voluntary or involuntary and whether made in accordance with the building loan schedule of payments or accelerated thereunder by virtue of lender's right to make advances before they become due in accordance with the schedule of payments. Notwithstanding anything to the contrary contained