Fill - Free fillable Form 4.: Contract of Sale Office, Commercial and (Federal Standard Abstract) PDF form

Prepared by the Real Property Committe of the Association of the Bar of the City of New York.

suit the circumstances of a particular transaction.

Contract of Sale — Office, Commercial and Multi-Family Residential Premises

NOTE: This form is intended to cover matters common to most transactions. Provisions should be added, altered or deleted to

Table of Contents

Sale of premises and acceptable title

CONTRACT dated between

("Seller") and

Purchase price, acceptable funds, existing

mortgages, purchase money mortgage,

escrow of downpayment and foreign persons

Schedule A. Description of premises (to be attached)

Schedule B. Permitted exceptions

Schedule C. Purchase price

Schedule D. Miscellaneous

Schedule E. Rent schedule (to be attached)

Gains tax and miscellaneous provisions

Limitations on survival of representations,

warranties, covenants and other obligations

Broker

Objections to title, failure of seller or

purchaser to perform and vendee's lien

Signatures and receipt by escrowee

Notices

154

Contract of sale for New York office, commercial and multi-family

residential premises, 2-95

—

Section 1.

Section 2.

Acknowledgements of purchaser

Destruction, damage or condemnation

Section 13.

Section 14.

Section 15.

Section 16.

Section 17.

The closingSection 3.

Representations and warranties of seller

Seller's obligations as to leases

Responsibility for violations

Covenants of seller

Seller's closing obligations

Purchaser's closing obligations

Apportionments

Section

12.

11.

10.

("Purchaser").

Seller and Purchaser hereby covenant and agree as follows:

Section 1. Sale of Premises and Acceptable Title licensed to do business by the State of New York) shall be

willing, without special premium, to omit as exceptions to

coverage or to except with insurance against collection out of or

enforcement against the Premises and (ii) shall be accepted by

any lender described in Section 274-a of the Real Property Law

("Institutional Lender") which has committed in writing to

provide mortgage financing to Purchaser for the purchase of the

Premises ("Purchaser's Institutional Lender"), except that if such

acceptance by Purchaser's Institutional Lender is unreasonably

withheld or delayed, such acceptance shall be deemed to have

been given.

Section 2.

Mortgages, Purchase Money Mortgage, Escrow

of Downpayment and Foreign Persons

§2.01. The purchase price ("Purchase Price") to be paid by

Purchaser to Seller for the Premises as provided in Schedule C

attached hereto is $

§1.02. Seller shall convey and Purchaser shall accept fee

simple title to the Premises in accordance with the terms of this

contract, subject only to: (a) the matters set forth in Schedule B

attached hereto (collectively, "Permitted Exceptions"); and (b)

such other matters as (i) the title insurer specified in Schedule D

attached hereto (or if none is so specified, then any title insurer

§2.02. All monies payable under this contract, unless

otherwise specified in this contract, shall be paid by (a) certified

checks of Purchaser or any person making a purchase money

loan to Purchaser drawn on any bank, savings bank, trust

company or savings and loan association having a banking

office in the State of New York or (b) official bank checks

drawn by any such banking institution, payable to the order of

Seller, except that uncertified checks of Purchaser payable to the

order of Seller up to the amount of one-half of one percent of the

Purchase Price shall be acceptable for sums payable to Seller at

the Closing.

§1.01. Seller shall sell to Purchaser, and Purchaser shall

purchase from Seller, at the price and upon the terms and

conditions set forth in this contract: (a) the parcel of land more

particularly described in Schedule A attached hereto ("Land");

(b) all buildings and improvements situated on the Land

(collectively, "Building"); (c) all right, title and interest of Seller,

if any, in and to the land lying in the bed of any street or

highway in front of or adjoining the Land to the center line

thereof and to any unpaid award for any taking by condemnation

or any damage to the Land by reason of a change of grade of

any street or highway; (d) the appurtenances and all the estate

and rights of Seller in and to the Land and Building; and (e) all

right, title and interest of Seller, if any, in and to the fixtures,

equipment and other personal property attached or appurtenant

to the Building (collectively, "Premises"). The Premises are

located at or known as

Purchase Price, Acceptable Funds, Existing

.00

of the mortgagor, disclosed or undisclosed, be personally liable

for any breach of or default under the note or this mortgage or

for any deficiency resulting from or through any proceedings to

foreclose this mortgage, nor shall any deficiency judgment,

money judgment or other personal judgment be sought or

entered against the mortgagor or any principal of the mortgagor,

disclosed or undisclosed, but the foregoing shall not adversely

affect the lien of this mortgage or the mortgagee's right of

foreclosure."

(b) If any of the documents constituting the Existing

Mortgage(s) or the note(s) secured thereby prohibits or restricts

the conveyance of the Premises or any part thereof without the

prior consent of the holder or holders thereof ("Mortgagee(s)")

or confers upon the Mortgagee(s) the right to accelerate payment

of the indebtedness or to change the terms of the Existing

Mortgage(s) in the event that a conveyance is made without

consent of the Mortgagee(s), Seller shall notify such

Mortgagee(s) of the proposed conveyance to Purchaser within

10 days after execution and delivery of this contract, requesting

the consent of such Mortgagee(s) thereto. Seller and Purchaser

shall furnish the Mortgagee(s) with such information as may

reasonably be required in connection with such request and shall

otherwise cooperate with such Mortgagee(s) and with each other

in an effort expeditiously to procure such consent, but neither

shall be obligated to make any payment to obtain such consent.

If such Mortgagee(s) shall fail or refuse to grant such consent in

writing on or before the date set forth in Schedule D or shall

require as a condition of the granting of such consent (i) that

additional consideration be paid to the Mortgagee(s) and neither

Seller nor Purchaser is willing to pay such additional consider-

ation or (ii) that the terms of the Existing Mortgage(s) be

changed and Purchaser is unwilling to accept such change, then

unless Seller and Purchaser mutually agree to extend such date

or otherwise modify the terms of this contract, Purchaser may

terminate this contract in the manner provided in §13.02. If

Schedule C provides for a Purchase Money Mortgage (as

defined in §2.04), Seller may also terminate this contract in the

manner provided in §13.02 if any of the foregoing circum-

stances occur or if Seller is unwilling to accept any such change

in the terms of the Existing Mortgage(s).

§2.03. (a) If Schedule C provides for the acceptance of title

by Purchaser subject to one or more existing mortgages

(collectively, "Existing Mortgage(s)"), the amounts specified in

Schedule C with reference thereto may be approximate. If at the

Closing the aggregate principal amount of the Existing

Mortgage(s), as reduced by payments required thereunder prior

to the Closing, is less than the aggregate amount of the Existing

Mortgage(s) as specified in Schedule C, the difference shall be

added to the monies payable at the Closing, unless otherwise

expressly provided herein.

§2.04. (a) If Schedule C provides for payment of a portion

of the Purchase Price by execution and delivery to Seller of a

note secured by a purchase money mortgage ("Purchase Money

Mortgage"), such note and Purchase Money Mortgage shall be

drawn by the attorney for the Seller on the most recent forms of

the New York Board of Title Underwriters for notes and for

mortgages of like lien, as modified by this contract. At the

Closing, Purchaser shall pay the mortgage recording tax and

recording fees therefor and the filing fees for any financing

statements delivered in connection therewith.

(b) If Schedule C provides for the acceptance of title by

Purchaser subject to Existing Mortgage(s) prior in lien to the

Purchase Money Mortgage, the Purchase Money Mortgage shall

provide that it is subject and subordinate to the lien(s) of the

Existing Mortgage(s) and shall be subject and subordinate to any

extensions, modifications, renewals, consolidations, substitu-

tions or replacements thereof (collectively, "Refinancing" or

"Refinanced Mortgage"), provided that (i) the rate of interest

payable under a Refinanced Mortgage shall not be greater than

that specified in Schedule D as the Maximum Interest Rate or, if

no Maximum Interest Rate is specified in Schedule D, shall not

be greater than the rate of interest that was payable on the

refinanced indebtedness immediately prior to such Refinancing,

and (ii) if the principal amount of the Refinanced Mortgage plus

the principal amount of other Existing Mortgage(s), if any,

remaining after placement of a Refinanced Mortgage exceeds

the amount of principal owing and unpaid on all mortgages on

the Premises superior to the Purchase Money Mortgage

immediately prior to the Refinancing, an amount equal to the

excess shall be paid at the closing of the Refinancing to the

holder of the Purchase Money Mortgage in reduction of

principal payments due thereunder in inverse order of maturity.

The Purchase Money Mortgage shall further provide that the

holder thereof shall, on demand and without charge therefor,

execute, acknowledge and deliver any agreement or agreements

reasonably required by the mortgagor to confirm such

subordination.

following additional provisions:

(i) "The mortgagor or any owner of the mortgaged prem-

ises shall have the right to prepay the entire unpaid indebt-

edness together with accrued interest, but without penalty, at any

time on or after [insert the day following the last day of the

fiscal year of the mortgagee in which the Closing occurs or, if a

Prepayment Date is specified in Schedule D, the specified

Prepayment Date], on not less than 10 days written notice to the

holder hereof."

(ii) "Notwithstanding anything to the contrary contained

herein, the obligation of the mortgagor for the payment of the

indebtedness and for the performance of the terms, covenants

and conditions contained herein and in the note secured hereby

is limited solely to recourse against the property secured by this

mortgage, and in no event shall the mortgagor or any principal

(iii) "In addition to performing its obligations under Section

274-a of the Real Property Law, the mortgagee, if other than one

of the institutions listed in Section 274-a, agrees that, within 10

days after written request by the mortgagor, but not more than

twice during any period of 12 consecutive months, it will

execute, acknowledge and deliver without charge a certificate of

reduction in recordable form (a) certifying as to (1) the then

unpaid principal balance of the indebtedness secured hereby, (2)

the maturity date thereof, (3) the rate of interest, (4) the last date

to which interest has been paid and (5) the amount of any

escrow deposits then held by the mortgagee, and (b) stating, to

the knowledge of the mortgagee, whether there are any alleged

defaults hereunder and, if so, specifying the nature thereof."

(iv) "All notices required or desired to be given under this

mortgage shall be in writing and shall be delivered personally or

shall be sent by prepaid registered or certified mail, addressed to

the mortgagor and mortgagee at the addresses specified in this

mortgage or to such other parties or at such other addresses, not

exceeding two, as may be designated in a notice given to the

other party or parties in accordance with the provisions hereof."

(v) The additional provisions, if any, specified in a rider

hereto.

§2.05. (a) If the sum paid under paragraph (a) of Schedule C

or any other sums paid on account of the Purchase Price prior to

the Closing (collectively, "Downpayment") are paid by check or

checks drawn to the order of and delivered to Seller's attorney or

another escrow agent ("Escrowee"), the Escrowee shall hold the

proceeds thereof in escrow in a special bank account (or as

otherwise agreed in writing by Seller, Purchaser and Escrowee)

until the Closing or sooner termination of this contract and shall

pay over or apply such proceeds in accordance with the terms of

this section. Escrowee need not hold such proceeds in an

interest-bearing account, but if any interest is earned thereon,

such interest shall be paid to the same party entitled to the

escrowed proceeds, and the party receiving such interest shall

pay any income taxes thereon. The tax identification numbers of

the parties are either set forth in Schedule D or shall be furnished

to Escrowee upon request. At the Closing, such proceeds and the

interest thereon, if any, shall be paid by Escrowee to Seller. If

for any reason the Closing does not occur and either party makes

a written demand upon Escrowee for payment of such amount,

Escrowee shall give written notice to the other party of such

demand. If Escrowee does not receive a written objection from

the other party to the proposed payment within 10 business days

after the giving of such notice, Escrowee is hereby authorized to

make such payment. If Escrowee does receive such written

objection within such 10 day period or if for any other reason

Escrowee in good faith shall elect not to make such payment,

Escrowee shall continue to hold such amount until otherwise

directed by written instructions from the parties to this contract

or a final judgment of a court. However, Escrowee shall have the

right at any time to deposit the escrowed proceeds and interest

thereon, if any, with the clerk of the Supreme Court of the

county in which the Land is located. Escrowee shall give written

notice of such deposit to Seller and Purchaser. Upon such

deposit Escrowee shall be relieved and discharged of all further

obligations and responsibilities hereunder.

(b) The parties acknowledge that Escrowee is acting

solely as a stakeholder at their request and for their convenience,

that Escrowee shall not be deemed to be the agent of either of

the parties, and that Escrowee shall not be liable to either of the

parties for any act or omission on its part unless taken or

suffered in bad faith, in willful disregard of this contract or

involving gross negligence. Seller and Purchaser shall jointly

and severally indemnify and hold Escrowee harmless from and

against all costs, claims and expenses, including reasonable

attorneys' fees, incurred in connection with the performance of

Escrowee's duties hereunder, except with respect to actions or

omissions taken or suffered by Escrowee in bad faith, in willful

disregard of this contract or involving gross negligence on the

part of Escrowee.

provisions by signing in the place indicated on the signature

page of' this contract.

§2.06. In the event that Seller is a "foreign person", as

defined in Internal Revenue Code Section 1445 and regulations

issued thereunder (collectively, the "Code Withholding

Section"), or in the event that Seller fails to deliver the

certification of non-foreign status required under §10.12(c), or in

the event that Purchaser is not entitled under the Code

Withholding Section to rely on such certification, Purchaser

shall deduct and withhold from the Purchase Price a sum equal

to ten percent (10%) thereof and shall at Closing remit the

withheld amount with Forms 8288 and 8288A (or any

Section 6. Seller's Obligations as to Leases

Purchaser acknowledges that:

Section 5. Acknowledgments of Purchaser

Section 4. Representations and Warranties of Seller

successors thereto) to the Internal Revenue Service; and if the

cash balance of the Purchase Price payable to Seller at the

Closing after deduction of net adjustments, apportionments and

credits (if any) to be made or allowed in favor of Seller at the

Closing as herein provided is less than ten percent (10%) of the

Purchase Price, Purchaser shall have the right to terminate this

contract, in which event Seller shall refund the Downpayment to

Purchaser and shall reimburse Purchaser for title examination

and survey costs as if this contract were terminated pursuant to

§13.02. The right of termination provided for in this §2.06 shall

be in addition to and not in limitation of any other rights or

remedies available to Purchaser under applicable law.

(a) all of the Leases are in full force and effect and

none of them has been modified, amended or extended;

Seller represents and warrants to Purchaser as follows:

§3.01. Except as otherwise provided in this contract, the

closing of title pursuant to this contract ("Closing") shall take

place on the scheduled date and time of closing specified in

Schedule D (the actual date of the Closing being herein referred

to as "Closing Date") at the place specified in Schedule D.

Section 3. The Closing

§4.01. Unless otherwise provided in this contract, Seller is

the sole owner of the Premises.

§4.02. If the Premises are encumbered by an Existing

Mortgage(s), no written notice has been received from the

Mortgagee(s) asserting that a default or breach exists thereunder

which remains uncured and no such notice shall have been

received and remain uncured on the Closing Date. If copies of

documents constituting the Existing Mortgage(s) and note(s)

secured thereby have been exhibited to and initialed by

Purchaser or its representative, such copies are true copies of the

originals and the Existing Mortgage(s) and note(s) secured

thereby have not been modified or amended except as shown in

such documents.

§4.03. The information concerning written leases (which

together with all amendments and modifications thereof are

collectively referred to as "Leases") and any tenancies in the

Premises not arising out of the Leases (collectively,

"Tenancies") set forth in Schedule E attached hereto ("Rent

Schedule") is accurate as of the date set forth therein or, if no

date is set forth therein, as of the date hereof, and there are no

Leases or Tenancies of any space in the Premises other than

those set forth therein and any subleases or subtenancies. Except

as otherwise set forth in the Rent Schedule or elsewhere in this

contract:

(b) no renewal or extension options have been granted

to tenants;

(d) the rents set forth are being collected on a current

basis and there are no arrearages in excess of one month;

(e) no tenant is entitled to rental concessions or

abatements for any period subsequent to the scheduled date of

closing;

(f) Seller has not sent written notice to any tenant

claiming that such tenant is in default, which default remains

uncured;

(g) no action or proceeding instituted against Seller by

any tenant of the Premises is presently pending in any court,

except with respect to claims involving personal injury or

property damage which are covered by insurance; and

(h) there are no security deposits other than those set

forth in the Rent Schedule.

If any Leases which have been exhibited to and initialed by

Purchaser or its representative contain provisions that are

inconsistent with the foregoing representations and warranties,

such representations and warranties shall be deemed modified to

the extent necessary to eliminate such inconsistency and to

conform such representations and warranties to the provisions of

the Leases.

§4.04. If the Premises or any part thereof are subject to the

New York City Rent Stabilization Law, Seller is and on the

Closing Date will be a member in good standing of the Real

Estate Industry Stabilization Association, and, except as

otherwise set forth in the Rent Schedule, there are no

proceedings with any tenant presently pending before the

Conciliation and Appeals Board in which a tenant has alleged an

overcharge of rent or diminution of services or similar

grievance, and there are no outstanding orders of the

Conciliation and Appeals Board that have not been complied

with by Seller.

§4.05. If the Premises or any part thereof are subject to the

New York City Emergency Rent and Rehabilitation Law, the

rents shown are not in excess of the maximum collectible rents,

and, except as otherwise set forth in the Rent Schedule, no

tenants are entitled to abatements as senior citizens, there are no

proceedings presently pending before the rent commission in

which a tenant has alleged an overcharge of rent or diminution

of services or similar grievance, and there are no outstanding

orders of the rent commission that have not been complied with

by Seller.

§4.06. If an insurance schedule is attached hereto, such

schedule lists all insurance policies presently affording cover-

age with respect to the Premises, and the information contained

therein is accurate as of the date set forth therein or, if no date is

set forth therein, as of the date hereof.

§4.07. If a payroll schedule is attached hereto, such

schedule lists all employees presently employed at the Premises,

and the information contained therein is accurate as of the date

set forth therein or, if no date is set forth therein, as of the date

hereof, and, except as otherwise set forth in such schedule, none

of such employees is covered by a union contract and there are

no retroactive increases or other accrued and unpaid sums owed

to any employee.

§4.08. If a schedule of service, maintenance, supply and

management contracts ("Service Contracts") is attached hereto,

such schedule lists all such contracts affecting the Premises, and

the information set forth therein is accurate as of the date set

forth therein or, if no date is set forth therein, as of the date

hereof.

§4.09. If a copy of a certificate of occupancy for the

Premises has been exhibited to and initialed by Purchaser or its

representative, such copy is a true copy of the original and such

certificate has not been amended, but Seller makes no

representation as to compliance with any such certificate.

§4. 10. The assessed valuation and real estate taxes set forth

in Schedule D, if any, are the assessed valuation of the Premises

and the taxes paid or payable with respect thereto for the fiscal

year indicated in such schedule. Except as otherwise set forth in

Schedule D, there are no tax abatements or exemptions affecting

the Premises.

§4.11. Except as otherwise set forth in a schedule attached

hereto, if any, if the Premises are used for residential purposes,

each apartment contains a range and a refrigerator, and all of the

ranges and refrigerators and all of the items of' personal property

(or replacements thereof) listed in such schedule, if any, are and

on the Closing Date will be owned by Seller free of' liens and

encumbrances other than the lien(s) of the Existing Mortgage(s),

if any.

§4 12. Seller has no actual knowledge that any incinerator,

boiler or other burning equipment on the Premises is being

operated in violation of applicable law. If copies of a certificate

or certificates of operation therefor have been exhibited to and

initialed by Purchaser or its representative, such copies are true

copies of the originals.

§4.13 Except as otherwise set forth in Schedule D, Seller

has no actual knowledge of any assessment payable in annual

installments, or any part thereof, which has become a lien on the

Premises.

§4.14. Seller is not a "foreign person" as defined in the

Code Withholding Section.

§5.01. Purchaser has inspected the Premises, is fully

familiar with the physical condition and state of repair thereof,

and, subject to the provisions of §7.01, §8.01, and §9.04, shall

accept the Premises "as is" and in their present condition, subject

to reasonable use, wear, tear and natural deterioration between

now and the Closing Date, without any reduction in the Purchase

Price for any change in such condition by reason thereof

subsequent to the date of this contract.

§5.02. Before entering into this contract, Purchaser has

made such examination of the Premises, the operation, income

and expenses thereof and all other matters affecting or relating

to this transaction as Purchaser deemed necessary. In entering

into this contract, Purchaser has not been induced by and has not

relied upon any representations, warranties or statements,

whether express or implied, made by Seller or any agent,

employee or other representative of Seller or by any broker or

any other person representing or purporting to represent Seller,

which are not expressly set forth in this contract, whether or not

any such representations, warranties or statements were made in

writing or orally.

§6.01. Unless otherwise provided in a schedule attached to

this contract, between the date of this contract and the Closing,

Seller shall not, without Purchaser's prior written consent, which

consent shall not be unreasonably withheld: (a) amend, renew or

extend any Lease in any respect, unless required by law; (b)

grant a written lease to any tenant occupying space pursuant to a

Tenancy; or (c) terminate any Lease or Tenancy except by

reason of a default by the tenant thereunder.

§6.02. Unless otherwise provided in a schedule attached to

this contract, between the date of this contract and the Closing,

Seller shall not permit occupancy of, or enter into any new lease

for, space in the Building which is presently vacant or which

may hereafter become vacant without first giving Purchaser

written notice of the identity of the proposed tenant, together

with (a) either a copy of the proposed lease or a summary of the

terms thereof in reasonable detail and (b) a statement of the

At the Closing, Seller shall deliver the following to

Purchaser:

Section 8. Destruction, Damage or Condemnation

amount of the brokerage commission, if any, payable in

connection therewith and the terms of payment thereof. If

Purchaser objects to such proposed lease, Purchaser shall so

notify Seller within 4 business days after receipt of Seller's

notice if such notice was personally delivered to Purchaser, or

within 7 business days after the mailing of such notice by Seller

to Purchaser, in which case Seller shall not enter into the

proposed lease. Unless otherwise provided in a schedule

attached to this contract, Purchaser shall pay to Seller at the

Closing, in the manner specified in §2.02, the rent and additional

rent that would have been payable under the proposed lease

from the date on which the tenant's obligation to pay rent would

have commenced if Purchaser had not so objected until the

Closing Date, less the amount of the brokerage commission

specified in Seller's notice and the reasonable cost of decoration

or other work required to be performed by the landlord under

the terms of the proposed lease to suit the premises to the

tenant's occupancy ("Reletting Expenses"), prorated in each case

over the term of the proposed lease and apportioned as of the

Closing Date. If Purchaser does not so notify Seller of its

objection, Seller shall have the right to enter into the proposed

lease with the tenant identified in Seller's notice and Purchaser

shall pay to Seller, in the manner specified in §2.02, the

Reletting Expenses, prorated in each case over the term of the

lease and apportioned as of the later of the Closing Date or the

rent commencement date. Such payment shall be made by

Purchaser to Seller at the Closing. In no event shall the amount

so payable to Seller exceed the sums actually paid by Seller on

account thereof.

Section 10. Seller's Closing Obligations

Section 9. Covenants of Seller

Section 7. Responsibility for Violations

§6.03. If any space is vacant on the Closing Date,

Purchaser shall accept the Premises subject to such vacancy,

provided that the vacancy was not permitted or created by Seller

in violation of any restrictions contained in this contract. Seller

shall not grant any concessions or rent abatements for any period

following the Closing without Purchaser's prior written consent.

Seller shall not apply all or any part of the security deposit of

any tenant unless such tenant has vacated the Premises.

§6.04. Seller does not warrant that any particular Lease or

Tenancy will be in force or effect at the Closing or that the

tenants will have performed their obligations thereunder. The

termination of any Lease or Tenancy prior to the Closing by

reason of the tenant's default shall not affect the obligations of

Purchaser under this contract in any manner or entitle Purchaser

to an abatement of or credit against the Purchase Price or give

rise to any other claim on the part of Purchaser.

§6.05. Seller hereby indemnifies and agrees to defend

Purchaser against any claims made pursuant to §7-107 or §7-108

of the General Obligations Law (the "GOL") by tenants who

resided in the Premises on or prior to the Closing Date other

than (a) claims with respect to tenants' security deposits paid,

credited or assigned to Purchaser pursuant to §10.03, (b) claims

made pursuant to §7-107 of the GOL with respect to funds for

which Seller was not liable, and (c) claims made pursuant to §7-

108 of the GOL by tenants to whom Purchaser failed to give the

written notice specified in §7-108(c) of the GOL within thirty

days after the Closing Date. The foregoing indemnity and

agreement shall survive the Closing and shall be in lieu of any

escrow permitted by §7-108(d) of the GOL, and Purchaser

hereby waives any right it may have to require any such escrow.

§7.01. Except as provided in §7.02 and §7.03, all notes or

notices of violations of law or governmental ordinances, orders

or requirements which were noted or issued prior to the date of

this contract by any governmental department, agency or bureau

having jurisdiction as to conditions affecting the Premises and

all liens which have attached to the Premises prior to the Closing

pursuant to the Administrative Code of' the City of New York, if

applicable, shall be removed or complied with by Seller. If such

removal or compliance has not been completed prior to the

Closing, Seller shall pay to Purchaser at the Closing the

reasonably estimated unpaid cost to effect or complete such

removal or compliance, and Purchaser shall be required to

accept title to the Premises subject thereto, except that Purchaser

shall not be required to accept such title and may terminate this

contract as provided in §13.02 if (a) Purchaser's Institutional

Lender reasonably refuses to provide financing by reason

thereof or (b) the Building is a multiple dwelling and either (i)

such violation is rent impairing and causes rent to be

unrecoverable under Section 302-a of the Multiple Dwelling

Law or (ii) a proceeding has been validly commenced by tenants

and is pending with respect to such violation for a judgment

directing deposit and use of rents under Article 7-A of the Real

Property Actions and Proceedings Law. All such notes or

notices of' violations noted or issued on or after the date of this

contract shall be the sole responsibility of Purchaser.

§7.02. If the reasonably estimated aggregate cost to remove

or comply with any violations or liens which Seller is required to

remove or comply with pursuant to the provisions of §7.01 shall

exceed the Maximum Amount specified in Schedule D (or if

none is so specified, the Maximum Amount shall be one-half of

one percent of the Purchase Price), Seller shall have the right to

cancel this contract, in which event the sole liability of Seller

shall be as set forth in §13.02, unless Purchaser elects to

accept title to the Premises subject to all such violations or liens,

in which event Purchaser shall be entitled to a credit of an

amount equal to the Maximum Amount against the monies

payable at the Closing.

§7.03. Regardless of whether a violation has been noted or

issued prior to the date of this contract, Seller's failure to remove

or fully comply with any violations which a tenant is required to

remove or comply with pursuant to the terms of its lease by

reason of such tenant's use or occupancy shall not be an

objection to title. Purchaser shall accept the Premises subject to

all such violations without any liability of Seller with respect

thereto or any abatement of or credit against the Purchase Price,

except that if Purchaser's Institutional Lender reasonably refuses

to provide financing by reason of a violation described above,

Purchaser shall not be required to accept the Premises subject

thereto and Purchaser shall have the right to terminate this

contract in the manner provided in §13.02.

§7.04. If required, Seller, upon written request by

Purchaser, shall promptly furnish to Purchaser written

authorizations to make any necessary searches for the purposes

of determining whether notes or notices of violations have been

noted or issued with respect to the Premises or liens have

attached thereto.

§8.01. The provisions of Section 5-1311 of the General

Obligations Law shall apply to the sale and purchase provided

for in this contract.

Seller covenants that between the date of this contract and

the Closing:

§9.01. The Existing Mortgage(s) shall not be amended or

supplemented or prepaid in whole or in part. Seller shall pay or

make, as and when due and payable, all payments of principal

and interest and all deposits required to be paid or made under

the Existing Mortgage(s).

§9.02. Seller shall not modify or amend any Service

Contract or enter into any new service contract unless the same

is terminable without penalty by the then owner of the Premises

upon not more than 30 days notice.

§9.03. If an insurance schedule is attached hereto, Seller

shall maintain in full force and effect until the Closing the insur-

ance policies described in such schedule or renewals thereof for

no more than one year of those expiring before the Closing.

§9.04. No fixtures, equipment or personal property

included in this sale shall be removed from the Premises unless

the same are replaced with similar items of at least equal quality

prior to the Closing.

§9.05. Seller shall not withdraw, settle or otherwise

compromise any protest or reduction proceeding affecting real

estate taxes assessed against the Premises for any fiscal period in

which the Closing is to occur or any subsequent fiscal period

without the prior written consent of Purchaser, which consent

shall not be unreasonably withheld. Real estate tax refunds and

credits received after the Closing Date which are attributable to

the fiscal tax year during which the Closing Date occurs shall be

apportioned between Seller and Purchaser, after deducting the

expenses of' collection thereof, which obligation shall survive

the Closing.

§9.06. Seller shall allow Purchaser or Purchaser's

representatives access to the Premises, the Leases and other

documents required to be delivered under this contract upon

reasonable prior notice at reasonable times.

§10.01. A statutory form of bargain and sale deed without

covenant against grantor's acts, containing the covenant required

by Section 13 of the Lien Law, and properly executed in proper

form for recording so as to convey the title required by this

contract.

§10.02. All Leases initialed by Purchaser and all others in

Seller's possession.

§10.03. A schedule of all security deposits (and, if the

Premises contains six or more family dwelling units, the most

recent reports with respect thereto issued by each banking orga-

nization in which they are deposited pursuant to GOL §7-103)

and a check or credit to Purchaser in the amount of any cash

security deposits, including any interest thereon, held by Seller

on the Closing Date or, if held by an Institutional Lender, an

assignment to Purchaser and written instructions to the holder of

such deposits to transfer the same to Purchaser, and appropriate

instruments of transfer or assignment with respect to any

security deposits which are other than cash.

§10.04. A schedule updating the Rent Schedule and setting

forth all arrears in rents and all prepayments of rents.

§10.05. All Service Contracts initiated by Purchaser and all

others in Seller's possession which are in effect on the Closing

Date and which are assignable by Seller.

Section 12. Apportionments

(k) any other items listed in Schedule D.

Section 11. Purchaser's Closing Obligations

§10.06. An assignment to Purchaser, without recourse or

warranty, of all of the interest of Seller in those Service

Contracts, insurance policies, certificates, permits and other

documents to be delivered to Purchaser at the Closing which are

then in effect and are assignable by Seller.

At the Closing, Purchaser shall:

§10.07. (a) Written consent(s) of the Mortgagee(s), if

required under §2.03(b), and (b) certificate(s) executed by the

Mortgagee(s) in proper form for recording and certifying (i) the

amount of the unpaid principal balance thereof, (ii) the maturity

date thereof, (iii) the interest rate, (iv) the last date to which

interest has been paid thereon and (v) the amount of any escrow

deposits held by the Mortgagee(s). Seller shall pay the fees for

recording such certificate(s). Any Mortgagee which is an

Institutional Lender may furnish a letter complying with Section

274-a of the Real Property Law in lieu of such certificate.

§10.08. An assignment of all Seller's right, title and interest

in escrow deposits for real estate taxes, insurance premiums and

other amounts, if any, then held by the Mortgagee(s).

§10.09. All original insurance policies with respect to

which premiums are to be apportioned or, if unobtainable, true

copies or certificates thereof.

§10.10. To the extent they are then in Seller's possession

and not posted at the Premises, certificates, licenses, permits,

authorizations and approvals issued for or with respect to the

Premises by governmental and quasi-governmental authorities

having jurisdiction.

§10.11. Such affidavits as Purchaser's title company shall

reasonably require in order to omit from its title insurance policy

all exceptions for judgments, bankruptcies or other returns

against persons or entities whose names are the same as or

similar to Seller's name.

§10.12 (a) Checks to the order of the appropriate officers in

payment of all applicable real property transfer taxes and copies

of any required tax returns therefor executed by Seller, which

checks shall be certified or official bank checks if required by

the taxing authority, unless Seller elects to have Purchaser pay

any of such taxes and credit Purchaser with the amount thereof,

(b) the Tentative Assessment and Return or Statement of No Tax

Due or affidavit (whichever is applicable) and the checks and

other items (if any) required under §17.09(a), and (c) a

certification of non-foreign status, in form required by the Code

Withholding Section, signed under penalty of perjury. Seller

understands that such certification will be retained by Purchaser

and will be made available to the Internal Revenue Service on

request.

§10.13. To the extent they are then in Seller's possession,

copies of current painting and payroll records. Seller shall make

all other Building and tenant files and records available to

Purchaser for copying, which obligation shall survive the

Closing.

§10.14. An original letter, executed by Seller or by its

agent, advising the tenants of the sale of the Premises to

Purchaser and directing that rents and other payments thereafter

be sent to Purchaser or as Purchaser may direct.

§10.15. Notice(s) to the Mortgagee(s), executed by Seller

or by its agent, advising of the sale of the Premises to Purchaser

and directing that future bills and other correspondence should

thereafter be sent to Purchaser or as Purchaser may direct.

§10.16. If Seller is a corporation and if required by Section

909 of the Business Corporation Law, a resolution of Seller's

board of directors authorizing the sale and delivery of the deed

and a certificate executed by the secretary or assistant secretary

of Seller certifying as to the adoption of such resolution and

setting forth facts showing that the transfer complies with the

requirements of such law. The deed referred to in §10.01 shall

also contain a recital sufficient to establish compliance with such law

§10.17. Possession of the Premises in the condition

required by this contract, subject to the Leases and Tenancies,

and keys therefor.

§10.18. Any other documents required by this contract to

be delivered by Seller.

§11.01. Deliver to Seller checks in payment of the portion

of the Purchase Price payable at the Closing, as adjusted for

apportionments under Section 12, plus the amount of escrow

deposits, if any, assigned pursuant to §10.08.

§11.02. Deliver to Seller the Purchase Money Mortgage, if

any, in proper form for recording, the note secured thereby,

financing statements covering personal property, fixtures and

equipment included in this sale and replacements thereof, all

properly executed, and Purchaser shall pay the mortgage

recording tax and recording fees for any Purchase Money

Mortgage.

§11.03. Deliver to Seller an agreement indemnifying and

agreeing to defend Seller against any claims made by tenants

with respect to tenants' security deposits to the extent paid,

credited or assigned to Purchaser under §10.03.

§11.04. Cause the deed to be recorded, duly complete all

required real property transfer tax returns and cause all such

returns and checks in payment of such taxes to be delivered to

the appropriate officers promptly after the Closing.

§11.05. Deliver any other documents required by this

contract to be delivered by Purchaser.

§12.01. The following apportionments shall be made

between the parties at the Closing as of the close of business on

the day prior to the Closing Date:

(a) prepaid rents and Additional Rent (as defined in

§12.03);

(b) interest on the Existing Mortgage(s);

charges, if any, on the basis of the fiscal period for which

assessed, except that if there is a water meter on the Premises,

apportionment at the Closing shall be based on the last available

reading, subject to adjustment after the Closing when the next

reading is available;

(d) wages, vacation pay, pension and welfare benefits and

other fringe benefits of all persons employed at the Premises

whose employment was not terminated at or prior to the

Closing;

§13.02. If Seller shall be unable to convey title to the

Premises at the Closing in accordance with the provisions of this

contract or if Purchaser shall have any other grounds under this

contract for refusing to consummate the purchase provided for

herein, Purchaser, nevertheless, may elect to accept such title as

Seller may be able to convey with a credit against the monies

payable at the Closing equal to the reasonably estimated cost to

cure the same (up to the Maximum Expense described below),

but without any other credit or liability on the part of Seller. If

Purchaser shall not so elect, Purchaser may terminate this

§13.01. Purchaser shall promptly order an examination of

title and shall cause a copy of the title report to be forwarded to

Seller's attorney upon receipt. Seller shall be entitled to a

reasonable adjournment or adjournments of the Closing for up to

60 days or until the expiration date of any written commitment

of Purchaser's Institutional Lender delivered to Purchaser prior

to the scheduled date of Closing, whichever occurs first, to

remove any defects in or objections to title noted in such title

report and any other defects or objections which may be

disclosed on or prior to the Closing Date.

§12.03. If any tenants are required to pay percentage rent,

escalation charges for real estate taxes, operating expenses, cost-

of-living adjustments or other charges of a similar nature

("Additional Rents') and any Additional Rents are collected by

Purchaser after the Closing which are attributable in whole or in

part to any period prior to the Closing, then Purchaser shall

promptly pay to Seller Seller's proportionate share thereof, less

a proportionate share of any reasonable attorneys' fees, costs and

expenses of collection thereof, if and when the tenant paying the

same has made all payments of rent and Additional Rent then

due to Purchaser pursuant to the tenant's Lease, which obligation

shall survive the Closing.

§12.02. If any tenant is in arrears in the payment of rent on

the Closing Date, rents received from such tenant after the

Closing shall be applied in the following order of priority: (a)

first to the month preceding the month in which the Closing

occurred; (b) then to the month in which the Closing occurred;

the Closing occurred; and (d) then to the period prior to the

month preceding the month in which the Closing occurred. If

rents or any portion thereof received by Seller or Purchaser after

the Closing are payable to the other party by reason of this

allocation, the appropriate sum, less a proportionate share of any

reasonable attorneys' fees, costs and expenses of collection

thereof, shall be promptly paid to the other party, which

obligation shall survive the Closing.

If the Closing shall occur before a new tax rate is fixed, the

apportionment of taxes at the Closing shall be upon the basis of

the old tax rate for the preceding period applied to latest

assessed valuation. Promptly after the new tax rate is fixed, the

apportionment of taxes shall be recomputed. Any discrepancy

resulting from such recomputation and any errors or omissions

in computing apportionments at Closing shall be promptly

corrected, which obligations shall survive the Closing.

(j) Reletting Expenses under §6.02, if any; and

(i) insurance premiums on transferable insurance policies

listed on a schedule hereto or permitted renewals thereof;

(h) dues to rent stabilization associations, if any;

(g) permitted administrative charges, if any, on tenants'

security deposits;

(f) charges under transferable Service Contracts or

permitted renewals or replacements thereof;

(e) value of fuel stored on the Premises, at the price then

charged by Seller's supplier, including any taxes;

Section 13.

chaser to Perform and Vendee's Lien

Objections to Title, Failure of Seller or Pur-

Section 17. Gains Tax and Miscellaneous Provisions

contract and the sole liability of Seller shall be to refund the

Downpayment to Purchaser and to reimburse Purchaser for the

net cost of title examination, but not to exceed the net amount

charged by Purchaser's title company therefor without issuance

of a policy, and the net cost of updating the existing survey of

the Premises or the net cost of a new survey of the Premises if

there was no existing survey or the existing survey was not

capable of being updated and a new survey was required by

Purchaser's Institutional Lender. Upon such refund and

reimbursement, this contract shall be null and void and the

parties hereto shall be relieved of all further obligations and

liability other than any arising under Section 14. Seller shall not

be required to bring any action or proceeding or to incur any

expense in excess of the Maximum Expense specified in

Schedule D (or if none is so specified, the Maximum Expense

shall be one-half of one percent of the Purchase Price) to cure

any title defect or to enable Seller otherwise to comply with the

provisions of this contract, but the foregoing shall not permit

Seller to refuse to pay off at the Closing, to the extent of the

monies payable at the Closing, mortgages on the Premises, other

than Existing Mortgages, of which Seller has actual knowledge.

§13.04. If Purchaser shall default in the performance of its

obligation under this contract to purchase the Premises, the sole

remedy of Seller shall be to retain the Downpayment as

liquidated damages for all loss, damage and expense suffered by

Seller, including without limitation the loss of its bargain.

Section 14. Broker

Section 15. Notices

§13.03. Any unpaid taxes, assessments, water charges and

sewer rents, together with the interest and penalties thereon to a

date not less than two days following the Closing Date, and any

other liens and encumbrances which Seller is obligated to pay

and discharge or which are against corporations, estates or other

persons in the chain of title, together with the cost of recording

or filing any instruments necessary to discharge such liens and

encumbrances of record, may be paid out of the proceeds of the

monies payable at the Closing if Seller delivers to Purchaser on

the Closing Date official bills for such taxes, assessments, water

charges, sewer rents, interest and penalties and instruments in

recordable form sufficient to discharge any other liens and

encumbrances of record. Upon request made a reasonable time

before the Closing, Purchaser shall provide at the Closing

separate checks for the foregoing payable to the order of the

holder of any such lien, charge or encumbrance and otherwise

complying with §2.02. If Purchaser's title insurance company is

willing to insure both Purchaser and Purchaser's Institutional

Lender, if any, that such charges, liens and encumbrances will

not be collected out of or enforced against the Premises, then,

unless Purchaser's Institutional Lender reasonably refuses to

accept such insurance in lieu of actual payment and discharge,

Seller shall have the right in lieu of payment and discharge to

deposit with the title insurance company such funds or

assurances or to pay such special or additional premiums as the

title insurance company may require in order to so insure. In

such case the charges, liens and encumbrances with respect to

which the title insurance company has agreed so to insure shall

not be considered objections to title.

§13.05. Purchaser shall have a vendee's lien against the

Premises for the amount of the Downpayment, but such lien

shall not continue after default by Purchaser under this contract.

§14.01. If a broker is specified in Schedule D, Seller and

Purchaser mutually represent and warrant that such broker is the

only broker with whom they have dealt in connection with this

contract and that neither Seller nor Purchaser knows of any other

broker who has claimed or may have the right to claim a

commission in connection with this transaction, unless otherwise

indicated in Schedule D. The commission of such broker shall

be paid pursuant to separate agreement by the party specified in

Schedule D. If no broker is specified in Schedule D, the parties

acknowledge that this contract was brought about by direct

negotiation between Seller and Purchaser and that neither Seller

nor Purchaser knows of any broker entitled to a commission in

connection with this transaction. Unless otherwise provided in

Schedule D, Seller and Purchaser shall indemnify and defend

each other against any costs, claims or expenses, including

attorneys' fees, arising out of the breach on their respective parts

of any representations, warranties or agreements contained in

this paragraph. The representations and obligations under this

paragraph shall survive the Closing or, if the Closing does not

occur, the termination of this contract.

§15.01. All notices under this contract shall be in writing

and shall be delivered personally or shall be sent by prepaid

registered or certified mail, addressed as set forth in Schedule D,

or as Seller or Purchaser shall otherwise have given notice as

herein provided.

§16.01. Except as otherwise provided in this contract, no

representations, warranties, covenants or other obligations of

Seller set forth in this contract shall survive the Closing, and no

action based thereon shall be commenced after the Closing. The

representations, warranties, covenants and other obligations of

Seller set forth in §4.03, §6.01 and §6.02 shall survive until the

Limitation Date specified in Schedule D (or if none is so

specified, the Limitation Date shall be the date which is six

months after the Closing Date), and no action based thereon

shall be commenced after the Limitation Date.

§16.02. The delivery of the deed by Seller, and the accep-

tance thereof by Purchaser, shall be deemed the full perform-

ance and discharge of every obligation on the part of Seller to be

performed hereunder, except those obligations of Seller which

are expressly stated in this contract to survive the Closing.

§17.01. If consent of the Existing Mortgagee(s) is required

under §2.03(b), Purchaser shall not assign this contract or its

rights hereunder without the prior written consent of Seller. No

permitted assignment of Purchaser's rights under this contract

shall be effective against Seller unless and until an executed

counterpart of the instrument of assignment shall have been

delivered to Seller and Seller shall have been furnished with the

name and address of the assignee. The term "Purchaser" shall be

deemed to include the assignee under any such effective

assignment.

§17.02. This contract embodies and constitutes the entire

understanding between the parties with respect to the transaction

contemplated herein, and all prior agreements, understandings,

representations and statements, oral or written, are merged into

this contract. Neither this contract nor any provision hereof may

be waived, modified, amended, discharged or terminated except

by an instrument signed by the party against whom the

enforcement of such waiver, modification, amendment,

discharge or termination is sought, and then only to the extent

set forth in such instrument.

§17.03. This contract shall be governed by, and construed

in accordance with, the law of the State of New York.

§17.04. The captions in this contract are inserted for

convenience of reference only and in no way define, describe or

limit the scope or intent of this contract or any of the provisions

hereof.

§17.05. This contract shall be binding upon and shall inure

to the benefit of the parties hereto and their respective heirs or

successors and permitted assigns.

§17.06. This contract shall not be binding or effective until

properly executed and delivered by Seller and Purchaser.

§17.07. As used in this contract, the masculine shall include

the feminine and neuter, the singular shall include the plural and

the plural shall include the singular, as the context may require.

§17.08. If the provisions of any schedule or rider to this

contract are inconsistent with the provisions of this contract, the

provisions of such schedule or rider shall prevail. Set forth in

Schedule D is a list of any and all schedules and riders which are

attached hereto but which are not listed in the Table of Contents.

§17.09. (a) Seller and Purchaser agree to comply in a

timely manner with the requirements of Article 31-B of the Tax

Law of the State of New York and the regulations applicable

thereto, as the same from time to time may be amended

(collectively, the "Gains Tax Law"). Purchaser agrees to deliver

to Seller a duly executed and acknowledged Transferee

Questionnaire simultaneously with the execution of this contract

or within five (5) business days after subsequent written request

from Seller or Seller's attorney. At the Closing, Seller shall

deliver (i) an official Statement of No Tax Due or (ii) an official

Tentative Assessment and Return accompanied by a certified

check or official bank check drawn on any banking institution

described in §2.02(a), payable to the order of the State Tax

Commission in the amount of the tax shown to be due thereon (it

being understood, however, that if Seller has duly elected to pay

such tax in installments, the amount so required to be paid shall

be the minimum installment of such tax then permitted to be

paid), or (iii) if applicable, a duly executed and acknowledged

affidavit in form permitted under the Gains Tax Law claiming

exemption therefrom.

(b) Seller agrees (i) to pay promptly any installment(s)

or additional tax due under the Gains Tax Law, and interest and

penalties thereon, if any, which may be assessed or due after the

Closing, (ii) to indemnify and save the Purchaser harmless from

and against any of the foregoing and any damage, liability, cost

or expense (including reasonable attorneys' fees) which may be

suffered or incurred by Purchaser by reason of the non-payment

thereof, and (iii) to make any other payments and execute,

acknowledge and deliver such further documents as may be

necessary to comply with the Gains Tax Law.

assignment of any rights hereunder shall be effective unless

every assignor and assignee complies in a timely manner with

the requirements of the Gains Tax Law applicable to the

assignment transaction and unless an assignor or assignee de-

Warranties, Covenants and other Obligations

Section 16. Limitations on Survival of Representations,

livers to Seller at or before the Closing the applicable items

referred to in subparagraph (a) of this Section, all as may be

required as a prerequisite to the recording of the deed. In

addition to making the payments and delivering the instruments

and documents referred to above, Purchaser and any assignor or

assignee of this contract shall promptly (i) make any other

payments and (ii) execute, acknowledge and deliver such further

documents and instruments as may be necessary to comply with

the Gains Tax Law.

IN WITNESS WHEREOF, the parties hereto have executed this contract as of the date first above written.

Seller:

Schedule A

The undersigned Escrowee hereby acknowledges receipt of

(to be attached separately and to include tax map designation)

Receipt by Escrowee

Purchaser:

PERMITTED EXCEPTIONS

DESCRIPTION OF PREMISES

Schedule B

(d) Purchaser, if request is made within a reasonable

time prior to the Closing Date, shall provide at the Closing a

separate certified or official bank check drawn on any banking

institution described in §2.02(a) in the amount of the tax shown

to be due on the official Tentative Assessment and Return,

which amount shall be credited against the balance of the

Purchase Price payable at the Closing.

(e) The provisions of this §17.09 shall survive the

delivery of the deed.

held in escrow pursuant to §2.05

1. Zoning regulations and ordinances which are not

violated by the existing structures or present use thereof and

which do not render title uninsurable.

2. Consents by the Seller or any former owner of the

Premises for the erection of any structure or structures on, under

or above any street or streets on which the Premises may abut.

3. The Existing Mortgage(s) and financing statements,

assignments of leases and other collateral assignments ancillary

thereto.

4. Leases and Tenancies specified in the Rent Schedule and

any new leases or tenancies not prohibited by this contract.

5. Unpaid installments of assessments not due and payable

on or before the Closing Date.

6. Financing statements, chattel mortgages and liens on

personalty filed more than 5 years prior to the Closing Date and

not renewed, or filed against property or equipment no longer

located on the Premises or owned by Tenants.

(b) Encroachments of stoops, areas, cellar steps, trim

cornices, lintels, window sills, awnings, canopies, ledges, fences,

hedges, coping and retaining walls projecting from the Premises

over any street or highway or over any adjoining property and

encroachments of similar elements projecting from adjoining

property over the Premises.

chutes, excavations or sub-surface equipment beyond the line of

the Premises.

(d) Any state of facts that an accurate survey would

disclose, provided that such facts do not render title unmarket-

able. For the purposes of this contract, none of the facts shown

on the survey, if any, identified below shall be deemed to render

title unmarketable, and Purchaser shall accept title subject

thereto:

, by check subject to collection, to be$

7. (a) Rights of utility companies to lay, maintain, install

and repair pipes, lines, poles, conduits, cable boxes and related

equipment on, over and under the Premises, provided that none

of such rights imposes any monetary obligation on the owner of

the Premises.

.00

(d) By execution and delivery

to Seller by Purchaser or its as-

signee of a note secured by a

Purchase Money Mortgage on the

Premises, payable as follows:

Purchase Price

Schedule D

MISCELLANEOUS

Schedule C

PURCHASE PRICE

(a) By check subject to col-

lection, the receipt of which is

hereby acknowledged by Seller: $

The Purchase Price shall be paid as follows:

(b) By check or checks deliv-

ered to Seller at the Closing in

accordance with the provisions of

§2.02:

subject to the following Existing

Mortgage(s):

Title insurer designated by the parties (§1.02):

Prepayment Date on or after which Purchase Money

Mortgage may be prepaid (§2.04(c)):

Seller's tax identification number (§2.05):

Purchaser's tax identification number (§2.05):

Scheduled time and date of Closing (§3.01):

Place of Closing (§3.01):

Assessed valuation of Premises (§4. 10):

Transition Assesment:

Actual Assesment:

Fiscal year and annual real estate taxes on Premises

(§4.10):

Tax abatements or exemptions affecting Premises (§4.10):

Assessments on Premises (§4.13):

Maximum Amount which Seller must spend to cure viola-

tions, etc. (§7.02):

Maximum Expense of Seller to cure title defects, etc.

(§13.02):

Broker, if any (§14.01):

10.

11.

12.

13.

14.

15.

Party to pay broker's commission (§14.01):16.

Last date for consent by Existing Mortgagee(s) (§2.03(b)):

Address for notices (§15.01):17.

Maximum Interest Rate of any Refinanced Mortgage

(§2.04(b)):

If to Seller:

with copy to Seller's attorney:

If to Purchaser:

with copy to Purchaser's attorney:

Limitation Date for actions based on Seller's surviving

representations and other obligations (§16.01):

18.

Additional Schedules or Riders (§17.08):19.

Schedule E

RENT SCHEDULE

(to be attached separately)

.00

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