Preview
FILED: ROCKLAND COUNTY CLERK 11/30/2022 07:23 PM INDEX NO. 034885/2021
NYSCEF DOC. NO. 160 RECEIVED NYSCEF: 11/30/2022
TERMS AND CONDITIONS OF SALE
Nostrand Mezz Lender, LLC (the “Secured Party” and/or “Lender”), will sell by
Public Auction, to be conducted by Mannion Auctions, LLC (“Mannion”) on September 21,
2022, at 2:00 PM EST the Pledged Interest (as defined in the “Notice of Sale”) of Hello Living
Developer Nostrand, LLC (the “Borrower”), and all right, title and interest to that certain
Pledge Agreement dated as of August 28, 2020 (the “Pledge Agreement”).
1. These Terms and Conditions of Sale are promulgated in connection with the Public
Auction Sale (the “Auction”) of certain Collateral as defined in the Pledge Agreement.
2. The purchaser of said Collateral, will, at the time and place of sale, sign a
memorandum of sale in the form annexed hereto as Exhibit A (the “Memorandum of Sale”) in
accordance with these Terms and Conditions of Sale.
3. The Auction will be held live and via a virtual auction, to be hosted at the offices of
Greenberg Traurig, LLP, One Vanderbilt Avenue, New York, New York 10017 at 2:00 PM EST
(the “Sale Date”). Online bidding will be made available via Cisco WebEx, Meeting link:
https://bit.ly/NostrandUCC (case sensitive) Meeting Number: 2550 880 6973,
Password:MezzUCC1 (6399822 from phones and video systems), Call-in number +1-415-655-
0001 US Toll, Access Code: 2550 880 6973.
4. Bidder Qualification Deadline: In order to be permitted to bid on the Collateral,
prior to the commencement of the Auction, on or before Monday, September 19, 2022 at 4:00
PM EST, each prospective bidder, other than Secured Party, must (a) deliver to Mannion via
email at mdmannion@jpandr.com, executed Terms & Conditions of Sale and (b) (i) deliver to
Mannion c/o Mannion Auctions, LLC, 305 Broadway, Suite 200, New York, New York 10007, a
$450,000.00 bid deposit by official bank check made payable to “Nostrand Mezz Lender, LLC”
or (ii)complete a wire transfer in the amount of $450,000.00 to Citibank, N.A. (“Escrowee”)
(either (b)(i) and/or (b)(ii), a “Qualifying Deposit”) which shall serve as a partial good faith
deposit against payment of the purchase price by such competing bidder if such competing bidder
is determined at the conclusion of the Auction to have made the highest and best bid for the
Collateral (the “Successful Bidder”).
5. Within forty-eight (48) hours after conclusion of the Auction, the Successful Bidder,
other than Lender, shall deliver to Escrowee, by wire transfer or an official bank check payable to
the Escrowee, an amount equal to ten (10%) percent of the high bid realized at auction minus the
Qualifying Deposit (together with the Qualifying Deposit, the “Deposit”).
6. Failure of the Successful Bidder to tender in full the ten (10%) percent Deposit of
the high bid at auction (or balance thereof then due) within forty-eight (48) hours after conclusion
of the Auction shall result in an immediate default under these Terms and Conditions of Sale and
-1-
ADMIN 65008083v1
FILED: ROCKLAND COUNTY CLERK 11/30/2022 07:23 PM INDEX NO. 034885/2021
NYSCEF DOC. NO. 160 RECEIVED NYSCEF: 11/30/2022
the Memorandum of Sale, and shall result in the forfeiture of all earnest monies theretofore paid
hereunder, including the Qualifying Deposit. All dates and times set forth herein as to Successful
Bidder’s obligations are TIME OF THE ESSENCE.
7. All amounts paid hereunder to the Escrowee shall be held by the Escrowee pursuant
to the Escrow Terms annexed hereto as Exhibit B which are hereby incorporated herein by
reference. By signing below, you agree to be bound by such Escrow Terms, and acknowledge that
Citibank, N.A. is an intended third-party beneficiary hereof.
8. The Successful Bidder must execute, and thereby agree to be bound by these Terms
and Conditions of Sale and the Memorandum of Sale. At the conclusion of the Auction,
Mannion and/or Escrowee will return the Qualifying Deposits to all unsuccessful bidders.
9. The Successful Bidder is solely responsible to pay the Bid amount in full. The sum
of the high bid at Auction is defined as the “Purchase Price”.
10. The Successful Bidder must pay at closing the balance of the Purchase Price for the
Collateral to the Secured Party or as directed by Secured Party, by official bank check, federal
funds or wire transfer. The Successful Bidder must close title to the Collateral at a date that is no
more than thirty (30) calendar days after the conclusion of the Auction, i.e., October 21, 2022 (the
“Closing”), TIME BEING OF THE ESSENCE as to the Successful Bidder only.
11. The Closing shall take place at the law offices of the Greenberg Traurig, LLP at One
Vanderbilt Avenue, New York, New York 10017 as Secured Party’s Attorney, or such other
location as designated by the Secured Party.
12. The Successful Bidder shall pay any County, State, or other Collateral transfer taxes
due and owing as a result of the transfer of the Collateral from the Secured Party at closing. The
Successful Bidder acknowledges that they will be responsible for the completion of any ACRIS
forms, and any and all other transfer tax forms, if required. In connection with the Closing and
Closing date, the Successful Bidder is hereby given notice that Time is of the Essence Against
the Successful Bidder and the failure of the Successful Bidder to close for any reason
whatsoever (except as otherwise provided herein) including its failure to pay the balance of
the Purchase Price on the Closing date, will result in an immediate forfeiture of the Deposit,
Buyer’s Premium and any other amounts paid hereunder by Successful Bidder, and the
termination of the Successful Bidder’s right to acquire the Collateral under these Terms and
Conditions of Sale and the Memorandum of Sale. The Successful Bidder shall be obligated to
close title to the Collateral, and except as expressly set forth herein, there is no contingency of any
kind or nature that will permit the Successful Bidder to cancel or avoid its obligation under these
Terms of and Conditions of Sale and the Memorandum of Sale. Further, the Successful Bidder
-2-
ADMIN 65008083v1
FILED: ROCKLAND COUNTY CLERK 11/30/2022 07:23 PM INDEX NO. 034885/2021
NYSCEF DOC. NO. 160 RECEIVED NYSCEF: 11/30/2022
shall have demonstrated, to the satisfaction of Mannion and Secured Party, evidence of its ability
to conclude the transaction upon these Terms and Conditions of Sale and the Memorandum of Sale
without delay. Mannion and Secured Party reserve the right to reject any offeror, who Mannion
or Secured Party believes is not financially capable of consummating the purchase of the
Collateral. Expenses incurred by the Successful Bidder, or any competing bidder, concerning any
due diligence, shall be the sole responsibility of such bidder, and under no circumstances shall
Mannion, or Secured Party be responsible for, or pay, such expenses.
13. Mannion, Secured Party, their principals, agents and professionals and/or attorney(s)
have not made, do not make and are not authorized to make any representations or warranties,
express or implied, as to the physical condition, expenses, operations, value, or any other matter
or thing affecting or related to the Collateral or this Auction, which might be pertinent to the
purchase of the Collateral, including, without limitation, (i) the current or future real estate tax
liability, assessment or valuation of the Collateral; (ii) the potential qualification of the Collateral
for any and all benefits conferred by or available under federal, state or municipal laws, whether
for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether
similar or dissimilar to those enumerated; (iii) the compliance or non-compliance of the Collateral,
in its current or any future state, with applicable present or future regulation, or the ability to obtain
a change in the use of the Collateral; (iv) the availability of any financing for the purchase,
alteration, rehabilitation or operation of the Collateral from any source, including, but not limited
to, any state, city or federal government or institutional lender; (v) the current or future use of the
Collateral; (vi) any matters relating to the tenants or occupants of the Collateral, (vii) the presence
or absence of any laws, ordinances, rules or regulations issued by any governmental authority,
agency or board and any violations thereof. Each bidder hereby expressly agrees and
acknowledges that no such representations or warranties have been made. Mannion and Secured
Party shall not be liable or bound in any manner by expressed or implied warranties, guarantees,
promises, statements, representations or information pertaining to the Collateral, made or
furnished by Mannion, Secured Party or any attorney(s), real estate broker, agent, employee,
servant or other person or professional representing or purporting to represent Mannion or Secured
Party unless such warranties, guaranties, promises, statements, representations or information are
expressly and specifically set forth in writing within these Terms and Conditions of Sale.
14. The Collateral is being sold “AS IS - WHERE IS” and “WITH ALL FAULTS”,
without any representations, covenants, guarantees or warranties of any kind or nature whatsoever.
15. All bidders acknowledge that they have conducted their own due diligence in
connection with the Collateral and are not relying on any information of any type or kind provided
by Mannion, Secured Party, or their professionals. Secured Party’s notice of reserved rights as set
forth in the Public Notice of Sale is incorporated herein by reference
-3-
ADMIN 65008083v1
FILED: ROCKLAND COUNTY CLERK 11/30/2022 07:23 PM INDEX NO. 034885/2021
NYSCEF DOC. NO. 160 RECEIVED NYSCEF: 11/30/2022
16. These Terms and Conditions of Sale will be read into the record, or specifically
incorporated by reference, at the Auction of the Collateral. By making a bid for the Collateral, all
bidders will be deemed to have acknowledged having read and understood these Terms and
Conditions of Sale and have agreed to be bound by them.
17. (A) Secured Party is not, and will not become, a person or entity with whom United
States persons or entities are restricted or prohibited from doing business under regulations of the
Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those
named on OFAC’s specially designated and blocked persons list) or under any statute, executive
order (including the September 24, 2001, Executive Order Blocking Premises and Prohibiting
Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other
governmental action and is not and will not engage in any dealings or transactions or be otherwise
associated with such persons or entities.
(B) Each Bidder represents and warrants that it is not, and will not become, a
person or entity with whom United States persons or entities are restricted or prohibited from doing
business under regulations of OFAC (including those named on OFAC’s specially designated and
blocked persons list) or under any statute, executive order (including the September 24, 2001,
Executive Order Blocking Premises and Prohibiting Transactions With Persons Who Commit,
Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not
engage in any dealings or transactions or be otherwise associated with such persons or entities.
18. These Terms and Conditions of Sale may be signed in counterparts and by
PDF/electronic signatures which when taken together a shall be deemed one indivisible original
documents.
I have read these Terms and Conditions of Sale and agree to be bound by them.
By: ___________________________________________ Date: _____________________
Print Name: _______________________________________________
Title: _____________________________________________________
-4-
ADMIN 65008083v1
FILED: ROCKLAND COUNTY CLERK 11/30/2022 07:23 PM INDEX NO. 034885/2021
NYSCEF DOC. NO. 160 RECEIVED NYSCEF: 11/30/2022
EXHIBIT A - MEMORANDUM OF SALE
High Bid Realized at Auction:
Purchase Price:
The undersigned has this ____ day of ______, 2022 agreed to purchase certain _______ (the
“Collateral”), being sold by Secured Party for the sum of
$_______________________________________ and hereby promise and agree to comply with
the Terms and Conditions of Sale of said Collateral (incorporated herein by reference) and this
Memorandum of Sale.
___________________________________ _____________________________
SUCCESSFUL BIDDER (Signature) SUCCESSFUL BIDDER (Signature)
___________________________________ ____________________________
PRINT NAME PRINT NAME
___________________________________ ____________________________
ADDRESS ADDRESS
___________________________________ ____________________________
ADDRESS (City, State, Zip) ADDRESS (City, State, Zip)
___________________________________ ____________________________
TELEPHONE NUMBER TELEPHONE NUMBER
___________________________________ ____________________________
EMAIL ADDRESS EMAIL ADDRESS
Received from ______________________the sum of $_______________________ DOLLARS,
as a non-refundable deposit for the purchase of the Collateral pursuant to the Terms and Conditions
of Sale.
-5-
ADMIN 65008083v1
FILED: ROCKLAND COUNTY CLERK 11/30/2022 07:23 PM INDEX NO. 034885/2021
NYSCEF DOC. NO. 160 RECEIVED NYSCEF: 11/30/2022
Seller:
Seller Signature: __________________________________________________
This is to verify that the final selling price in the above sale was for the sum of
$_________________.
_________________________________
_______________ AUCTIONS
SUCCESSFUL BIDDER’S ATTORNEY INFORMATION
Name ______________________ Address ___________________________________________
Phone ______________________ Email ____________________________________________
-6-
ADMIN 65008083v1
FILED: ROCKLAND COUNTY CLERK 11/30/2022 07:23 PM INDEX NO. 034885/2021
NYSCEF DOC. NO. 160 RECEIVED NYSCEF: 11/30/2022
EXHIBIT B
Escrow Terms
The following terms and conditions shall govern all amounts deposited under the Terms
and Conditions and Memorandum of Sale (collectively, the “Agreements”) to which this Exhibit
is annexed.
(a) Escrowee acknowledges receipt of wire transfers delivered to it hereunder, subject
to collection (the “Escrowed Funds”).
(b) All Escrowed Funds shall be deposited by Escrowee in an escrow account at
Citibank, N.A. and the proceeds held and disbursed in accordance with the terms of the
Agreements. If either Party makes a demand upon Escrowee for delivery of the Escrowed Funds,
Escrowee shall give Notice (defined below) to the other Party of such demand. If a Notice of
objection to the proposed payment is not received from the other Party within seven (7) business
days after the giving of Notice by Escrowee, time being of the essence, Escrowee is hereby
authorized to deliver the Escrowed Funds to the Party who made the demand. If Escrowee receives
a Notice of objection within said period, or if for any other reason Escrowee in good faith elects
not to deliver the Escrowed Funds, then Escrowee shall continue to hold the Escrowed Funds and
thereafter pay it to the Party entitled when Escrowee receives: (i) a Notice from the objecting Party
withdrawing the objection, or (ii) a Notice signed by both Parties directing disposition of the
Escrowed Funds, or (iii)a judgment or order directing disposition of the Escrowed Funds of a
court of competent jurisdiction, the time for appeal having expired and no appeal having been
perfected.
(c) In the event of any dispute or doubt as to the genuineness of any document or
signature, or uncertainty as to Escrowee’s duties, or should Escrowee be uncertain as to its duties
arising under this Agreement, receive instructions from the Parties as to the Escrowed Funds
which, in its opinion, are in conflict with any of the provisions of the Agreements, or receive
conflicting instructions from the Parties with respect to the Escrowed Funds; then the Escrowee
may hold the Escrowed Funds and shall not deliver the Escrowed Funds pending the settlement of
any such controversy by settlement of the Parties or by final adjudication of a court of competent
jurisdiction in a proceeding or arbitration to which all parties in interest are joined, or Escrowee
may pay the Escrowed Funds into a court of competent jurisdiction pursuant to relevant statute.
(d) The Parties, for themselves and any of their assigns or successors in interest, hereby
waive any suit, claim, demand or cause of action of any kind which any or all of them may have
or hereafter assert against the Escrowee with respect to its acceptance of appointment as Escrowee
hereunder, or the execution or performance by the Escrowee of this Agreement, unless such suit,
claim, demand or cause of action is based upon willful misconduct or fraud of the Escrowee.
(e) The parties agree jointly to defend (by attorneys selected by Escrowee), indemnify
and hold harmless Escrowee against and from any claim, judgment, loss, liability, cost or expense
resulting from any dispute or litigation arising out of or concerning Escrowee’s duties or services
hereunder. This indemnity includes, without limitation, disbursements and reasonable attorneys’
-7-
ADMIN 65008083v1
FILED: ROCKLAND COUNTY CLERK 11/30/2022 07:23 PM INDEX NO. 034885/2021
NYSCEF DOC. NO. 160 RECEIVED NYSCEF: 11/30/2022
fees either paid to retain attorneys or representing the fair value of legal services rendered by
Escrowee to itself. The non-prevailing party in any litigation shall pay the Escrowee’s attorneys
fees. In the event of a disposition other than by a final judgment, the parties shall jointly pay the
fees of the Escrowee.
(f) Escrowee shall not be liable for any error in judgment or for any act done or step
taken or omitted in good faith, or for any mistake of fact or law, except for Escrowee's own gross
negligence or willful misconduct.
(g) The Parties acknowledge that Escrowee is merely a stakeholder. Upon payment of
the Escrowed Funds pursuant to the Agreements, Escrowee shall be fully released from all liability
and obligations with respect to the Escrowed Funds.
(j) All notices, requests, consents and other communications hereunder (each a
“Notice”) shall be in writing and shall be deemed to be validly given if sent by either: (a) delivered
by hand with receipt for delivery; (b) sent by nationally recognized overnight courier with receipt
for delivery; or (c) sent by certified or registered mail, return receipt requested, postage prepaid.
Notices shall be sent to the parties at the addresses set forth in the Agreements or any other address
provided prior written notice of such other address is given to the other parties. All notices,
requests, consents and other communications hereunder shall be deemed to have been given either:
(x) if by hand, at the time of the delivery thereof to the receiving party at the address of such party
set forth in the Agreements; (y) if sent by overnight courier, on the next business day following
the day such mailing is made; or (z) if sent by certified or registered mail, on the 3rd business day
following the time of such mailing thereof to such address.
-8-
ADMIN 65008083v1
Preview
FILED: ROCKLAND COUNTY CLERK 11/30/2022 07:23 PM INDEX NO. 034885/2021 NYSCEF DOC. NO. 160 RECEIVED NYSCEF: 11/30/2022 TERMS AND CONDITIONS OF SALE Nostrand Mezz Lender, LLC (the “Secured Party” and/or “Lender”), will sell by Public Auction, to be conducted by Mannion Auctions, LLC (“Mannion”) on September 21, 2022, at 2:00 PM EST the Pledged Interest (as defined in the “Notice of Sale”) of Hello Living Developer Nostrand, LLC (the “Borrower”), and all right, title and interest to that certain Pledge Agreement dated as of August 28, 2020 (the “Pledge Agreement”). 1. These Terms and Conditions of Sale are promulgated in connection with the Public Auction Sale (the “Auction”) of certain Collateral as defined in the Pledge Agreement. 2. The purchaser of said Collateral, will, at the time and place of sale, sign a memorandum of sale in the form annexed hereto as Exhibit A (the “Memorandum of Sale”) in accordance with these Terms and Conditions of Sale. 3. The Auction will be held live and via a virtual auction, to be hosted at the offices of Greenberg Traurig, LLP, One Vanderbilt Avenue, New York, New York 10017 at 2:00 PM EST (the “Sale Date”). Online bidding will be made available via Cisco WebEx, Meeting link: https://bit.ly/NostrandUCC (case sensitive) Meeting Number: 2550 880 6973, Password:MezzUCC1 (6399822 from phones and video systems), Call-in number +1-415-655- 0001 US Toll, Access Code: 2550 880 6973. 4. Bidder Qualification Deadline: In order to be permitted to bid on the Collateral, prior to the commencement of the Auction, on or before Monday, September 19, 2022 at 4:00 PM EST, each prospective bidder, other than Secured Party, must (a) deliver to Mannion via email at mdmannion@jpandr.com, executed Terms & Conditions of Sale and (b) (i) deliver to Mannion c/o Mannion Auctions, LLC, 305 Broadway, Suite 200, New York, New York 10007, a $450,000.00 bid deposit by official bank check made payable to “Nostrand Mezz Lender, LLC” or (ii)complete a wire transfer in the amount of $450,000.00 to Citibank, N.A. (“Escrowee”) (either (b)(i) and/or (b)(ii), a “Qualifying Deposit”) which shall serve as a partial good faith deposit against payment of the purchase price by such competing bidder if such competing bidder is determined at the conclusion of the Auction to have made the highest and best bid for the Collateral (the “Successful Bidder”). 5. Within forty-eight (48) hours after conclusion of the Auction, the Successful Bidder, other than Lender, shall deliver to Escrowee, by wire transfer or an official bank check payable to the Escrowee, an amount equal to ten (10%) percent of the high bid realized at auction minus the Qualifying Deposit (together with the Qualifying Deposit, the “Deposit”). 6. Failure of the Successful Bidder to tender in full the ten (10%) percent Deposit of the high bid at auction (or balance thereof then due) within forty-eight (48) hours after conclusion of the Auction shall result in an immediate default under these Terms and Conditions of Sale and -1- ADMIN 65008083v1 FILED: ROCKLAND COUNTY CLERK 11/30/2022 07:23 PM INDEX NO. 034885/2021 NYSCEF DOC. NO. 160 RECEIVED NYSCEF: 11/30/2022 the Memorandum of Sale, and shall result in the forfeiture of all earnest monies theretofore paid hereunder, including the Qualifying Deposit. All dates and times set forth herein as to Successful Bidder’s obligations are TIME OF THE ESSENCE. 7. All amounts paid hereunder to the Escrowee shall be held by the Escrowee pursuant to the Escrow Terms annexed hereto as Exhibit B which are hereby incorporated herein by reference. By signing below, you agree to be bound by such Escrow Terms, and acknowledge that Citibank, N.A. is an intended third-party beneficiary hereof. 8. The Successful Bidder must execute, and thereby agree to be bound by these Terms and Conditions of Sale and the Memorandum of Sale. At the conclusion of the Auction, Mannion and/or Escrowee will return the Qualifying Deposits to all unsuccessful bidders. 9. The Successful Bidder is solely responsible to pay the Bid amount in full. The sum of the high bid at Auction is defined as the “Purchase Price”. 10. The Successful Bidder must pay at closing the balance of the Purchase Price for the Collateral to the Secured Party or as directed by Secured Party, by official bank check, federal funds or wire transfer. The Successful Bidder must close title to the Collateral at a date that is no more than thirty (30) calendar days after the conclusion of the Auction, i.e., October 21, 2022 (the “Closing”), TIME BEING OF THE ESSENCE as to the Successful Bidder only. 11. The Closing shall take place at the law offices of the Greenberg Traurig, LLP at One Vanderbilt Avenue, New York, New York 10017 as Secured Party’s Attorney, or such other location as designated by the Secured Party. 12. The Successful Bidder shall pay any County, State, or other Collateral transfer taxes due and owing as a result of the transfer of the Collateral from the Secured Party at closing. The Successful Bidder acknowledges that they will be responsible for the completion of any ACRIS forms, and any and all other transfer tax forms, if required. In connection with the Closing and Closing date, the Successful Bidder is hereby given notice that Time is of the Essence Against the Successful Bidder and the failure of the Successful Bidder to close for any reason whatsoever (except as otherwise provided herein) including its failure to pay the balance of the Purchase Price on the Closing date, will result in an immediate forfeiture of the Deposit, Buyer’s Premium and any other amounts paid hereunder by Successful Bidder, and the termination of the Successful Bidder’s right to acquire the Collateral under these Terms and Conditions of Sale and the Memorandum of Sale. The Successful Bidder shall be obligated to close title to the Collateral, and except as expressly set forth herein, there is no contingency of any kind or nature that will permit the Successful Bidder to cancel or avoid its obligation under these Terms of and Conditions of Sale and the Memorandum of Sale. Further, the Successful Bidder -2- ADMIN 65008083v1 FILED: ROCKLAND COUNTY CLERK 11/30/2022 07:23 PM INDEX NO. 034885/2021 NYSCEF DOC. NO. 160 RECEIVED NYSCEF: 11/30/2022 shall have demonstrated, to the satisfaction of Mannion and Secured Party, evidence of its ability to conclude the transaction upon these Terms and Conditions of Sale and the Memorandum of Sale without delay. Mannion and Secured Party reserve the right to reject any offeror, who Mannion or Secured Party believes is not financially capable of consummating the purchase of the Collateral. Expenses incurred by the Successful Bidder, or any competing bidder, concerning any due diligence, shall be the sole responsibility of such bidder, and under no circumstances shall Mannion, or Secured Party be responsible for, or pay, such expenses. 13. Mannion, Secured Party, their principals, agents and professionals and/or attorney(s) have not made, do not make and are not authorized to make any representations or warranties, express or implied, as to the physical condition, expenses, operations, value, or any other matter or thing affecting or related to the Collateral or this Auction, which might be pertinent to the purchase of the Collateral, including, without limitation, (i) the current or future real estate tax liability, assessment or valuation of the Collateral; (ii) the potential qualification of the Collateral for any and all benefits conferred by or available under federal, state or municipal laws, whether for subsidies, special real estate tax treatment, insurance, mortgages, or any other benefits, whether similar or dissimilar to those enumerated; (iii) the compliance or non-compliance of the Collateral, in its current or any future state, with applicable present or future regulation, or the ability to obtain a change in the use of the Collateral; (iv) the availability of any financing for the purchase, alteration, rehabilitation or operation of the Collateral from any source, including, but not limited to, any state, city or federal government or institutional lender; (v) the current or future use of the Collateral; (vi) any matters relating to the tenants or occupants of the Collateral, (vii) the presence or absence of any laws, ordinances, rules or regulations issued by any governmental authority, agency or board and any violations thereof. Each bidder hereby expressly agrees and acknowledges that no such representations or warranties have been made. Mannion and Secured Party shall not be liable or bound in any manner by expressed or implied warranties, guarantees, promises, statements, representations or information pertaining to the Collateral, made or furnished by Mannion, Secured Party or any attorney(s), real estate broker, agent, employee, servant or other person or professional representing or purporting to represent Mannion or Secured Party unless such warranties, guaranties, promises, statements, representations or information are expressly and specifically set forth in writing within these Terms and Conditions of Sale. 14. The Collateral is being sold “AS IS - WHERE IS” and “WITH ALL FAULTS”, without any representations, covenants, guarantees or warranties of any kind or nature whatsoever. 15. All bidders acknowledge that they have conducted their own due diligence in connection with the Collateral and are not relying on any information of any type or kind provided by Mannion, Secured Party, or their professionals. Secured Party’s notice of reserved rights as set forth in the Public Notice of Sale is incorporated herein by reference -3- ADMIN 65008083v1 FILED: ROCKLAND COUNTY CLERK 11/30/2022 07:23 PM INDEX NO. 034885/2021 NYSCEF DOC. NO. 160 RECEIVED NYSCEF: 11/30/2022 16. These Terms and Conditions of Sale will be read into the record, or specifically incorporated by reference, at the Auction of the Collateral. By making a bid for the Collateral, all bidders will be deemed to have acknowledged having read and understood these Terms and Conditions of Sale and have agreed to be bound by them. 17. (A) Secured Party is not, and will not become, a person or entity with whom United States persons or entities are restricted or prohibited from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s specially designated and blocked persons list) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Premises and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities. (B) Each Bidder represents and warrants that it is not, and will not become, a person or entity with whom United States persons or entities are restricted or prohibited from doing business under regulations of OFAC (including those named on OFAC’s specially designated and blocked persons list) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Premises and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action and is not and will not engage in any dealings or transactions or be otherwise associated with such persons or entities. 18. These Terms and Conditions of Sale may be signed in counterparts and by PDF/electronic signatures which when taken together a shall be deemed one indivisible original documents. I have read these Terms and Conditions of Sale and agree to be bound by them. By: ___________________________________________ Date: _____________________ Print Name: _______________________________________________ Title: _____________________________________________________ -4- ADMIN 65008083v1 FILED: ROCKLAND COUNTY CLERK 11/30/2022 07:23 PM INDEX NO. 034885/2021 NYSCEF DOC. NO. 160 RECEIVED NYSCEF: 11/30/2022 EXHIBIT A - MEMORANDUM OF SALE High Bid Realized at Auction: Purchase Price: The undersigned has this ____ day of ______, 2022 agreed to purchase certain _______ (the “Collateral”), being sold by Secured Party for the sum of $_______________________________________ and hereby promise and agree to comply with the Terms and Conditions of Sale of said Collateral (incorporated herein by reference) and this Memorandum of Sale. ___________________________________ _____________________________ SUCCESSFUL BIDDER (Signature) SUCCESSFUL BIDDER (Signature) ___________________________________ ____________________________ PRINT NAME PRINT NAME ___________________________________ ____________________________ ADDRESS ADDRESS ___________________________________ ____________________________ ADDRESS (City, State, Zip) ADDRESS (City, State, Zip) ___________________________________ ____________________________ TELEPHONE NUMBER TELEPHONE NUMBER ___________________________________ ____________________________ EMAIL ADDRESS EMAIL ADDRESS Received from ______________________the sum of $_______________________ DOLLARS, as a non-refundable deposit for the purchase of the Collateral pursuant to the Terms and Conditions of Sale. -5- ADMIN 65008083v1 FILED: ROCKLAND COUNTY CLERK 11/30/2022 07:23 PM INDEX NO. 034885/2021 NYSCEF DOC. NO. 160 RECEIVED NYSCEF: 11/30/2022 Seller: Seller Signature: __________________________________________________ This is to verify that the final selling price in the above sale was for the sum of $_________________. _________________________________ _______________ AUCTIONS SUCCESSFUL BIDDER’S ATTORNEY INFORMATION Name ______________________ Address ___________________________________________ Phone ______________________ Email ____________________________________________ -6- ADMIN 65008083v1 FILED: ROCKLAND COUNTY CLERK 11/30/2022 07:23 PM INDEX NO. 034885/2021 NYSCEF DOC. NO. 160 RECEIVED NYSCEF: 11/30/2022 EXHIBIT B Escrow Terms The following terms and conditions shall govern all amounts deposited under the Terms and Conditions and Memorandum of Sale (collectively, the “Agreements”) to which this Exhibit is annexed. (a) Escrowee acknowledges receipt of wire transfers delivered to it hereunder, subject to collection (the “Escrowed Funds”). (b) All Escrowed Funds shall be deposited by Escrowee in an escrow account at Citibank, N.A. and the proceeds held and disbursed in accordance with the terms of the Agreements. If either Party makes a demand upon Escrowee for delivery of the Escrowed Funds, Escrowee shall give Notice (defined below) to the other Party of such demand. If a Notice of objection to the proposed payment is not received from the other Party within seven (7) business days after the giving of Notice by Escrowee, time being of the essence, Escrowee is hereby authorized to deliver the Escrowed Funds to the Party who made the demand. If Escrowee receives a Notice of objection within said period, or if for any other reason Escrowee in good faith elects not to deliver the Escrowed Funds, then Escrowee shall continue to hold the Escrowed Funds and thereafter pay it to the Party entitled when Escrowee receives: (i) a Notice from the objecting Party withdrawing the objection, or (ii) a Notice signed by both Parties directing disposition of the Escrowed Funds, or (iii)a judgment or order directing disposition of the Escrowed Funds of a court of competent jurisdiction, the time for appeal having expired and no appeal having been perfected. (c) In the event of any dispute or doubt as to the genuineness of any document or signature, or uncertainty as to Escrowee’s duties, or should Escrowee be uncertain as to its duties arising under this Agreement, receive instructions from the Parties as to the Escrowed Funds which, in its opinion, are in conflict with any of the provisions of the Agreements, or receive conflicting instructions from the Parties with respect to the Escrowed Funds; then the Escrowee may hold the Escrowed Funds and shall not deliver the Escrowed Funds pending the settlement of any such controversy by settlement of the Parties or by final adjudication of a court of competent jurisdiction in a proceeding or arbitration to which all parties in interest are joined, or Escrowee may pay the Escrowed Funds into a court of competent jurisdiction pursuant to relevant statute. (d) The Parties, for themselves and any of their assigns or successors in interest, hereby waive any suit, claim, demand or cause of action of any kind which any or all of them may have or hereafter assert against the Escrowee with respect to its acceptance of appointment as Escrowee hereunder, or the execution or performance by the Escrowee of this Agreement, unless such suit, claim, demand or cause of action is based upon willful misconduct or fraud of the Escrowee. (e) The parties agree jointly to defend (by attorneys selected by Escrowee), indemnify and hold harmless Escrowee against and from any claim, judgment, loss, liability, cost or expense resulting from any dispute or litigation arising out of or concerning Escrowee’s duties or services hereunder. This indemnity includes, without limitation, disbursements and reasonable attorneys’ -7- ADMIN 65008083v1 FILED: ROCKLAND COUNTY CLERK 11/30/2022 07:23 PM INDEX NO. 034885/2021 NYSCEF DOC. NO. 160 RECEIVED NYSCEF: 11/30/2022 fees either paid to retain attorneys or representing the fair value of legal services rendered by Escrowee to itself. The non-prevailing party in any litigation shall pay the Escrowee’s attorneys fees. In the event of a disposition other than by a final judgment, the parties shall jointly pay the fees of the Escrowee. (f) Escrowee shall not be liable for any error in judgment or for any act done or step taken or omitted in good faith, or for any mistake of fact or law, except for Escrowee's own gross negligence or willful misconduct. (g) The Parties acknowledge that Escrowee is merely a stakeholder. Upon payment of the Escrowed Funds pursuant to the Agreements, Escrowee shall be fully released from all liability and obligations with respect to the Escrowed Funds. (j) All notices, requests, consents and other communications hereunder (each a “Notice”) shall be in writing and shall be deemed to be validly given if sent by either: (a) delivered by hand with receipt for delivery; (b) sent by nationally recognized overnight courier with receipt for delivery; or (c) sent by certified or registered mail, return receipt requested, postage prepaid. Notices shall be sent to the parties at the addresses set forth in the Agreements or any other address provided prior written notice of such other address is given to the other parties. All notices, requests, consents and other communications hereunder shall be deemed to have been given either: (x) if by hand, at the time of the delivery thereof to the receiving party at the address of such party set forth in the Agreements; (y) if sent by overnight courier, on the next business day following the day such mailing is made; or (z) if sent by certified or registered mail, on the 3rd business day following the time of such mailing thereof to such address. -8- ADMIN 65008083v1