ASSIGNMENT OF LEASES AND RENTS
This ASSIGNMENT OF LEASES AND RENTS (this "Assignment") is made this 2nd
day of July, 2007.
▇▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, LLC, a New York limited liability company having an
address at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, 49-▇▇ ▇▇▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, LLC, a New York limited liability company having an address at
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇, LLC, a
New York limited liability company having an address at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇
▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, and 114-15 ▇▇▇ ▇▇▇▇▇▇ Boulevard, LLC, a New York
limited liability company having an address at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (individually and collectively, "Assignor"), for good
and valuable consideration and to secure the repayment of an indebtedness in the
maximum aggregate principal sum of ONE MILLION AND NO/100 DOLLARS
($1,000,000.00), do hereby absolutely, presently and irrevocably assign,
transfer and set over unto ING USA Annuity and Life Insurance Company, ING Life
Insurance and Annuity Company, ReliaStar Life Insurance Company and Security
Life of Denver Insurance Company (individually and collectively, and including
any other Persons that may from time to time become Lenders under and as defined
in the Loan Agreement (as defined below), the "Assignee") the following:
A. All of the right, title and interest of Assignor in and to those
certain leases and subleases affecting all or a portion of the real
properties more particularly described in Schedules A-1 through A-4 hereto
(each a "Property" and collectively, the "Property"), which leases and
subleases are listed in Schedules B-1 through B-4 hereto (the "NYC
Leases"), and all other and future leases and subleases of the Property,
and all modifications, renewals, and extensions of the leases and subleases
listed in Schedules B-1 through B-4 and of other and future lease(s) and
subleases, and guarantees, if any, of the lessee's obligations under said
leases and subleases listed in Schedules B-1 through B-4 and under other
and future leases and subleases. Each of said leases and subleases and
other and future leases and subleases and all modifications, renewals and
extensions and guarantees, if any, relating thereto are hereinafter
collectively referred to as the "Leases".
B. All rents, issues, income, proceeds and profits arising from the
Leases and from the use and occupation of the Property, including, without
limitation, all fixed and additional rents, cancellation payments, and all
sums due and payments made under any guarantee of any of the Leases or any
obligations thereunder (collectively "Rents").
C. All rights, powers, privileges, options and other benefits of
Assignor under the Leases, including, without limitation, the immediate and
continuing right to make claim for, receive, collect and receipt for all
Rents, including the right to make such claim in a proceeding under the
Bankruptcy Code (hereinbelow defined), and the right to apply the same to
the payment of the Obligations (as defined below).
THIS ASSIGNMENT is an absolute, present and irrevocable assignment and is
made for the purpose of securing:
A. The payment of all sums and indebtedness now or hereafter due under
those certain Mortgage Notes dated of even date herewith executed by
Assignor and those certain other borrowers identified therein (the
"Borrowers") in favor of Assignee, together with any amendments, extensions
or renewals thereof (the Mortgage Notes, together with all amendments,
extensions or renewals thereof is hereinafter referred to as the "Mortgage
Notes") in the maximum aggregate principal sum of One Million and 00/100
Dollars ($1,000,000.00), which Mortgage Notes are also secured by a
Mortgage and Security Agreement dated of even date herewith from Assignor
in favor of Assignee (the Mortgage and Security Agreement, together with
all amendments, extensions or renewals thereof is hereinafter called the
"Mortgage") encumbering the Property and intended to be duly recorded in
Queens County, New York.
B. The performance and discharge of each and every obligation,
covenant and agreement of Assignor under this Assignment, the Mortgage
Notes, and the Mortgage (collectively the "Loan Documents").
C. The payment of the principal sum referred to above and all
interest, Make-Whole Amounts and other fees, costs, expenses, indemnities
and other obligations owed by Assignor or any of the other Borrowers under
the Loan Documents (hereinafter, the "Mortgage Obligations").
THIS ASSIGNMENT is made on the following covenants, terms and conditions:
1. ASSIGNOR'S REPRESENTATIONS, COVENANTS AND WARRANTIES
1.1 Representations, Covenants and Warranties as to Leases. Each Assignor
hereby represents, covenants and warrants to each Assignee as follows:
(a) Assignor has not executed any prior assignment of or granted any prior
assignment of the Leases and Rents, nor has it performed any act or
executed any other instrument that might prevent Assignor from
fulfilling any of the terms and conditions of this Assignment or that
might prevent Assignee from operating under any of the terms and
conditions of this Assignment or that would limit Assignee in such
operation;
(b) Assignor has not executed or granted any modification whatsoever of
any of the Leases, except as indicated in Schedules B-1 through B-4;
the Leases are in full force and effect; and, to Assignor's knowledge
and belief, there are no defaults now existing under the Leases, or
any conditions that, after notice, passage of time, or both would
constitute defaults; Assignor has no knowledge of any notice of
termination or "landlord" default issued by any lessee with respect to
any Lease except as alleged in certain estoppel certificates from
tenant under the NYC Leases, copies of which Assignee acknowledges
receipt; and Assignor has provided to Assignee copies of all "tenant"
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default notices issued by or on behalf of Assignor in respect of
uncured tenant defaults;
(c) Assignor will observe and perform all the obligations imposed upon the
landlord under any Leases and will not do or permit to be done
anything to impair any of the Leases;
(d) Assignor shall use good faith efforts to enforce the obligations of
the tenants under the Leases;
(e) Assignor shall not take any action that would cause any Lease to cease
to be in full force and effect;
(f) Assignor shall promptly furnish to Assignee any notice of default or
termination received by Assignor from any tenant, and shall
simultaneously provide Assignee with a copy of any notice of default
or termination provided by Assignor to any tenant;
(g) Assignor shall not waive any material default under or any material
breach of any Lease;
(h) Assignor shall not collect any of the Rents arising or accruing under
the Leases or from the Property in advance of the time when the same
shall become due under the Leases;
(i) Except with the prior written consent of Assignee, Assignor shall not
cancel, surrender, sublet, assign, transfer, pledge, mortgage or
subordinate any Lease or consent to any cancellation, surrender,
termination, transfer, pledge, mortgage, subordination, subletting or
assignment of any Lease, except for that certain sublease from the
City of New York ("NYC") to Metropolitan Transit Authority and MTA Bus
Company dated November 29, 2005 (the "MTA Sublease");
(j) Except with the prior written consent of Assignee, Assignor shall not
alter or modify any material term of any Lease, give any consent or
exercise any option required or permitted by any such term, accept a
surrender thereof, or consent to any assignment of or subletting under
the Leases (other than the MTA Sublease), whether or not in accordance
with their terms. Without limiting the generality of the foregoing,
prior to the occurrence of an Event of Default (as defined below),
Assignor may make non-material modifications and amendments to the
Leases that are entered into in the ordinary course of business,
consistent with prudent property management practices and do not
affect adversely the economic terms of such Leases ("Non-Material
Amendments"), provided that Assignor shall deliver a copy of each
Non-Material Amendment to -------- Assignee not later than five
Business Days following the effective thereof. Following an Event of
Default, Non-Material Amendments shall require the prior written
consent of Assignee;
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(k) The rent rolls delivered to Assignee on even date herewith (the "Rent
Roll") are true, complete and correct in all material respects;
(l) The Leases (including amendments) are in writing, and there are no
oral agreements with respect thereto;
(m) The copies of the Leases delivered to Assignee are true, complete and
correct;
(n) Assignor has not assigned or pledged any of the Leases or Rents or any
interests therein except to Assignee. Assignor shall not execute any
other assignment or encumbrance of the Leases and Rents;
(o) No tenant or other party has an option to purchase all or any portion
of the Property;
(p) No tenant has the right to terminate its Lease prior to expiration of
the stated term of such Lease, except as specifically provided in the
NYC Leases; and
(q) No tenant has prepaid more than one month's Rent in advance.
With respect to subsection (h) and (j) above, reference is made to
Section 291-f of the New York Real Property Law. If requested by
Assignee to do so, Assignor shall promptly give written notice to all
tenants of the text or subsections (h) and (j) hereof in accordance
with Section 291-f. Assignor further agrees that recordation of this
Assignment constitutes notice to the tenants to the extent provided
for in Section 291-f.
2. ABSOLUTE ASSIGNMENT OF LEASES
Assignor and Assignee intend that this Assignment constitute a present,
irrevocable and absolute assignment of the Leases and Rents, and not an
assignment for additional security only. Assignor represents that Assignor has
provided written notice of the existence of this Assignment to every tenant
under every Lease and has instructed such tenants to remit all Rents directly to
the following account (and Assignor shall use good faith efforts to cause all
such tenants to remit all Rents directly to such account, or to such other
account as Assignee may from time to time specify in writing):
Prior to the occurrence of an Event of Default (as defined below), in
accordance with a separate Servicing Agreement entered into by and among
Assignor, Assignee and ING North American Insurance Corp. (the "Servicer"), the
Servicer shall remit to Assignor within three (3) Business Days after receipt of
the Rents the net Rent ("Net Rent") remaining after payment of all debt service
due Assignee for the applicable month with respect to the Mortgage Obligations
and making all other payments required under the Servicing Agreement. After the
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occurrence of an Event of Default and the expiration of any applicable
Standstill Period (as defined below), in addition to any other remedies
available to Assignee under this Assignment, the Mortgage and the other Loan
Documents, Assignee shall immediately be entitled to receipt and possession of
all Rents and the obligation to cause the Servicer to remit any Net Rent to
Assignor shall immediately cease.
3. EVENTS OF DEFAULT; REMEDIES
An "Event of Default" shall exist if any of the following conditions or
events shall occur and be continuing:
(a) There shall exist a Material Lease Event of Default (as defined below),
provided that Assignor shall have the right (subject to there existing no other
Events of Default hereunder or under any other Loan Document), for up to three
months consecutively and for a total of up to six months over the term of the
Loan for all such events, to cure any one or more "Events of Default" under any
of the NYC Leases before any of such "Events of Default" under any of the NYC
Leases shall constitute an Event of Default hereunder; or
(b) Any Lease is terminated by the tenant thereunder or by any other person
empowered to do so, acting as provided in Section 34.04 of the NYC Leases as in
effect on the date hereof (or any identical or similar provisions in any
subsequent Lease) or otherwise; or
(c) Any amendment or modification of any Lease, other than a Non-Material
Amendment permitted by Section 1.1(j), is entered into without Assignee's prior
written consent; or
(d) Any Rents are not either (i) remitted directly to the account specified
in or pursuant to Section 2 or (ii) caused by Assignor to be remitted to such
account (or as otherwise directed by ▇▇▇▇▇▇▇▇) not later than two Business Days
after such Rents are received by or on behalf of Assignor; or
(e) Assignor defaults in the performance of or compliance with the terms of
Section 1.1(n); or
(f) Assignor defaults in the performance of or compliance with any other
term or condition of this Assignment and such default is not remedied within 30
days after the earlier to occur of (i) its obtaining actual knowledge of such
default and (ii) receiving written notice of such default from Assignee; or
(g) a condition or event specified in any other Loan Document to be an
Event of Default (including the passage of any applicable grace or cure period)
shall occur and be continuing.
As used herein, "Material Lease Event of Default" means:
(i) any one or more "Events of Default" referred to in clauses (a)(i), (c)
and (d) of Section 18.01 of any NYC Lease as in effect on the date hereof (or
any identical or substantially similar event of default referred to in any
subsequent version of any Lease); or
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(ii) any one or more material "Events of Default" referred to in clauses
(a)(ii) and (b) of Section 18.01 of any NYC Lease as in effect on the date
hereof (or any identical or substantially similar event of default referred to
in any subsequent version of any Lease), provided that a determination in good
faith by Assignee that any such event is material shall be conclusive for
purposes hereof.
Upon the occurrence of and during the continuance of any Event of Default
described in any of subsections (a), (b) or (c) above (a "Curable Lease
Default"), and provided that Assignor and the other Borrowers are not otherwise
in default under the Loan Documents beyond any applicable grace or cure period,
Assignor shall have a period of up to 90 days from the occurrence of such
Curable Lease Default (the "Standstill Period") to cure such Curable Lease
Default or prepay or pay the Loans and all other Obligations (including, without
limitation, any Make-Whole Amount and Breakage Cost Indemnity) in full, but not
in part, prior to Assignee exercising its remedies under this Assignment and/or
any other Loan Documents. Should any Curable Lease Default exist following the
expiration of the Standstill Period, Assignee shall be entitled to exercise all
rights and remedies under this Assignment and the other Loan Documents.
Upon the occurrence of an Event of Default and the expiration of any
applicable Standstill Period, Assignee may, at its option, subject to any rights
of tenants, without waiving such Event of Default and without notice or regard
to the adequacy of the security for the Mortgage Obligations, either in person
or by agent, nominee or attorney, or by a receiver appointed by a court, with or
without bringing any action or proceeding, dispossess Assignor and its agents
and servants from the Property, without liability for trespass, damages or
otherwise, and exclude Assignor and its agents from the Property.
Upon the occurrence of an Event of Default and the expiration of any
applicable Standstill Period, subject to any rights of tenants, Assignee may
also take possession of the Property and all books, records and accounts
relating thereto and have, hold, manage, lease and operate the Property on such
terms and for such period of time as Assignee may deem proper. In addition, and
with or without taking possession of the Property, Assignee, in its own name,
may demand, sue for or otherwise collect and receive all Rents, including those
past due and unpaid and may apply any Rents collected in such order of priority
as Assignee in its sole discretion deems appropriate, to the payment of:
(a) all expenses of managing the Property, including, without limitation,
the salaries, fees and wages of a managing agent and such other persons or
entities as Assignee may deem necessary or desirable, and all expenses of
operating and maintaining the Property, including, without limitation, all
taxes, claims, assessments, ground rents, water rents, sewer rents and any other
liens or charges, and premiums for all insurance which Assignee may deem
necessary or desirable, and the cost of all alterations, renovations, repairs or
replacements, and all expenses incident to taking and retaining possession of
the Property;
(b) the Mortgage Obligations; and
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(c) all costs and reasonable attorneys' fees incurred in connection with
the enforcement of this Assignment and any of the Loan Documents.
Such rights shall be in addition to, and not in substitution of, any rights of
Assignee under the Servicing Agreement.
4. NO LIABILITY OF ASSIGNEE
This Assignment shall not be construed to bind Assignee to the performance
of any of the covenants, conditions, or provisions contained in any Lease, or
otherwise impose any obligation upon Assignee. Assignee shall not be liable for
any loss sustained by Assignor resulting from ▇▇▇▇▇▇▇▇'s failure to let the
Property after an Event of Default, or from any other act or omission of
Assignee either in collecting the Rents, or if Assignee shall have taken
possession of the Property, in managing the Property after an Event of Default,
unless such loss is caused by the willful misconduct or bad faith of Assignee.
5. NO MORTGAGEE IN POSSESSION
In the absence of taking actual possession of the Property by Assignee, in
its own right and person, Assignee (i) shall not be deemed a mortgagee in
possession, (ii) shall not be responsible for the payment of any taxes or
assessments with respect to the Property, (iii) shall not be liable to perform
any obligation of the lessor under any Leases or under applicable law, (iv)
shall not be liable to any person for any dangerous or defective condition in
the Property nor for any negligence in the management, upkeep, repair, or
control of the said Property resulting in loss or injury or death to any person
unless the same shall result from Assignee's own gross negligence or willful
misconduct, and (v) shall not be liable in any manner for the remediation of any
Hazardous Materials located on the Property or the violation of any
Environmental Laws.
6. BANKRUPTCY
Assignee shall have the right to proceed in its own name or in the name of
Assignor in respect of any claim, suit, action or proceeding, relating to any
Leases in a proceeding under the bankruptcy laws of the United States
("Bankruptcy Code") including, without limitation, the right to file and
prosecute, all to the exclusion of Assignor, any proofs of claim, complaints,
motions, applications, notices and other documents.
If there shall be filed by or against Assignor a petition under the
Bankruptcy Code, and Assignor, as lessor under any Lease(s), shall determine to
reject any Leases pursuant to Section 365(a) of the Bankruptcy Code, Assignor
shall give Assignee not less than ten days' prior notice of the date on which
Assignor shall apply to the bankruptcy court for authority to reject the Leases.
Assignee shall have the right, but not the obligation, to serve upon Assignor
within such ten-day period a notice stating that (i) Assignee demands that
Assignor assume and assign the Lease to Assignee pursuant to Section 365 of the
Bankruptcy Code and (ii) Assignee covenants to cure or provide adequate
assurance of future performance under the Leases. If Assignee serves upon
Assignor the notice described in the preceding sentence, Assignor shall not seek
to reject the Leases and shall comply with the demand provided for in clause (i)
of the preceding sentence within 30 days after the notice shall have been given,
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subject to the performance by Assignee of the covenant provided for in clause
(ii) of the preceding sentence.
7. INDEMNITY OF ASSIGNEE
Assignor hereby indemnifies Assignee for, and holds Assignee harmless from,
any and all liability, loss or damage that may be incurred under the
Leases, or under or by reason of this Assignment, and from any and all claims
and demands whatsoever that may be asserted against Assignee by reason of any
alleged obligations or undertakings under any of the Leases, except to the
extent that any such liability, loss, damages or demand results from Assignee's
own gross negligence or willful misconduct.
Should Assignee incur any such liability under the Leases or under or by
reason of this Assignment or in defense of any such claims or demands, except to
the extent that the same shall have resulted from Assignee's own gross
negligence or willful misconduct, the amount thereof, including costs, expenses
and reasonable attorneys' fees, shall be secured by this Assignment and Assignor
shall reimburse Assignee therefor, immediately upon demand and upon the failure
of Assignor so to do, Assignee, at its option, may declare all Mortgage
Obligations immediately due and payable.
8. NO WAIVER OF RIGHTS BY ASSIGNEE
Nothing contained in this Assignment and no act done or omitted by Assignee
pursuant to the powers and rights granted it hereunder shall be deemed to be a
waiver by Assignee of any of its rights and remedies under the Mortgage Notes,
the Mortgage or any other Loan Document. This Assignment is made and accepted
without prejudice to any of such rights and remedies possessed by Assignee to
collect the Mortgage Obligations and to enforce the Loan Documents, and said
rights and remedies may be exercised by Assignee either prior to, simultaneously
with, or subsequent to any action taken by it hereunder.
9. RELEASES OF PARTIES AND SECURITY
Assignee may take or release other security for the payment of the
Mortgage Obligations, may release any party primarily or secondarily liable
therefor, and may apply any other security held by it to the satisfaction of any
portion of the Mortgage Obligations without prejudice to any of its rights under
this Assignment.
10. FUTURE ASSURANCES
Assignor agrees that it will, from time to time, promptly upon demand
therefor by Assignee, deliver to Assignee an executed counterpart of each and
every Lease. Further, Assignor agrees that it will execute and acknowledge such
additional assurances and assignments as Assignee reasonably may request
covering any and all of the Leases.
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11. AMENDMENTS
This Assignment may not be altered or amended except in a writing, intended
for that specific purpose, signed by both Assignor and Assignee.
12. HEADINGS AND CAPTIONS
The headings and captions of various sections of this Assignment are for
convenience only and are not to be construed as defining or limiting, in any
way, the scope or intent of the provisions hereof.
13. NOTICES
All notices and communications provided for hereunder shall be in writing
and sent by (i) telecopy if the sender on the same day sends a confirming copy
of such notice by recognized overnight delivery service (charges prepaid), (ii)
certified or registered mail with return receipt requested (postage prepaid), or
(ii) recognized overnight delivery service (with charges prepaid), addressed in
all cases to any party hereto addressed to Assignor or Assignee, as the case may
be, at the address furnished below, and that such address may be changed from
time to time by either party by serving a notice on the other as provided
herein:
Address of Assignor:
▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Fax: (516) ____-_______
Address of Assignee:
ING USA ANNUITY AND LIFE INSURANCE COMPANY
ING LIFE INSURANCE AND ANNUITY COMPANY
RELIASTAR LIFE INSURANCE COMPANY
SECURITY LIFE OF DENVER INSURANCE COMPANY
c/o ING Investment Management LLC
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
Attn: Private Placements
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
14. GOVERNING LAW
This instrument shall be governed by the laws of the State of New York and,
upon the occurrence or an Event of Default, Assignee shall have, in addition to
the rights and remedies set forth herein, all rights and remedies available to
Assignee as the holder of an assignment or leases, rents, issues and profits in
the State of New York.
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15. DISCHARGE
Until the payment in full of the Mortgage Obligations, this Assignment
shall continue in full force and effect, whether or not recorded. Assignor
hereby authorizes Assignee to furnish to any person written notice, that this
Assignment remains in effect and agrees that such person may rely upon and shall
be bound by such statement. Upon payment in full of the Mortgage Obligations
this Assignment shall be void and of no effect, and Assignee shall execute and
return to Assignor such reasonable documents and instruments evidencing the
termination of this Assignment as Assignor shall submit to Assignee for
signature.
16. CONSENT, ETC. OF ASSIGNEE
To the extent that any consent, approval, decision or other determination
of Assignee is required hereunder, such consent, approval, decision or other
determination may be granted or made by the Required Lenders, unless pursuant to
the Loan Agreement (as defined below) the consent, approval, decision or other
determination of all the Lenders is required as a result of the subject matter
thereof.
17. SEVERABILITY
If any one or more of the provisions contained in this Assignment shall for
any reason be held to be invalid, illegal or unenforceable in any respect, such
invalidity, illegality or unenforceability shall not affect any other provision
of this Assignment but this Assignment shall be construed as if such invalid,
illegal, or unenforceable provision had never been contained herein.
18. WAIVER OF JURY TRIAL
EACH PARTY HERETO HEREBY IRREVOCABLY, KNOWINGLY, VOLUNTARILY, AND
INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION BASED HEREON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY OF
THE LOAN DOCUMENTS, OR ANY COURSE OF CONDUCT, COURSE OF DEALING OR STATEMENTS
(WHETHER ORAL OR WRITTEN) RELATING TO THE FOREGOING. THIS PROVISION IS A
MATERIAL INDUCEMENT FOR THE LENDERS TO ENTER INTO THE MORTGAGE LOAN.
19. DEFINITIONS
Except as otherwise provided herein, capitalized terms used herein have the
meanings ascribed to them in that certain Loan Agreement of even date herewith
(the "Loan Agreement") by among the Lenders and the Borrowers which governs both
(i) the Mortgage Loan evidenced by the Mortgage Notes and secured, in part, by
this Assignment and (ii) the Non-Mortgage Loans (as defined in the Loan
Agreement).
[Remainder of page blank; next page is signature page.]
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IN WITNESS WHEREOF, each Assignor has duly executed this Assignment as of
the date first written above.
ASSIGNOR:
▇▇▇-▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, LLC,
a New York limited liability company
By: ____________________________
Name:
------------------------------
Title:
▇▇-▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, LLC,
a New York limited liability company
By: ____________________________
------------------------------
Name:
Title:
▇▇-▇▇ ▇▇▇▇ ▇▇▇▇▇▇, LLC,
a New York limited liability company
By: ____________________________
------------------------------
Name:
Title:
▇▇▇-▇▇ ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, LLC,
a New York limited liability company
By: ____________________________
------------------------------
Name:
Title:
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State of New York :
: ss:
County of :
On the ___ day of June in the year 2007 , before me, the undersigned, personally
appeared
, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.
________________________________________________________
Signature and office of individual taking acknowledgment
State of New York :
: ss:
County of :
On the ___ day of June in the year 2007 , before me, the undersigned, personally
appeared
, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.
________________________________________________________
Signature and office of individual taking acknowledgment
State of New York :
: ss:
County of :
On the ___ day of June in the year 2007 , before me, the undersigned, personally
appeared
, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.
________________________________________________________
Signature and office of individual taking acknowledgment
State of New York :
: ss:
County of :
On the ___ day of June in the year 2007 , before me, the undersigned, personally
appeared
, personally known to me or proved to me on the basis of satisfactory
evidence to be the individual(s) whose name(s) is (are) subscribed to the within
instrument and acknowledged to me that he/she/they executed the same in
his/her/their capacity(ies), and that by his/her/their signature(s) on the
instrument, the individual(s), or the person upon behalf of which the
individual(s) acted, executed the instrument.
________________________________________________________
Signature and office of individual taking acknowledgment
2
SCHEDULE A-1
DESCRIPTION OF FIRST GREEN PROPERTY
3
SCHEDULE A-2
DESCRIPTION OF SECOND GREEN PROPERTY
4
SCHEDULE A-3
DESCRIPTION OF TRIBORO PROPERTY
5
SCHEDULE A-4
DESCRIPTION OF JAMAICA PROPERTY
6
SCHEDULE B-1
DESCRIPTION OF LEASE RE FIRST GREEN PROPERTY
SCHEDULE B-2
DESCRIPTION OF LEASE RE SECOND GREEN PROPERTY
2
SCHEDULE B-3
DESCRIPTION OF LEASE RE TRIBORO PROPERTY
3
SCHEDULE B-4
DESCRIPTION OF LEASE RE JAMAICA PROPERTY
4