BLOCK 694 LOTS 1 AND 2.
SELLER HEREBY ACKNOWLEDGES THAT
PURCHASER (OR ITS AFFILIATE) (THE "LOT 1/2 BUYER") IS CURRENTLY NEGOTIATING WITH
22ND STREET BUILDING, LLC AND 164 11TH AVE BUILDING, LLC FOR THE PURCHASE OF
CERTAIN PROPERTY (THE "LOT 1/2 PROPERTY") LOCATED AT 162-164 11TH AVENUE, NEW
YORK, NEW YORK DESIGNATED AS TAX LOTS 1 AND 2 IN BLOCK 694 ON THE TAX MAP OF THE
CITY OF NEW YORK, NEW YORK COUNTY.
NOTWITHSTANDING ANYTHING CONTAINED HEREIN OR
IN THE AGREEMENT TO THE CONTRARY, IN THE EVENT, DURING THE TERM OF THE
AGREEMENT, THE LOT 1/2 BUYER (I) ENTERS INTO A CONTRACT FOR THE PURCHASE OF THE
LOT 1/2 PROPERTY (THE "LOT 1/2 CONTRACT") OR ACQUIRES THE LOT 1/2 PROPERTY AND
(II) THE AGREEMENT IS THEREAFTER TERMINATED, WITHIN TEN (10) BUSINESS DAYS
FOLLOWING THE TERMINATION OF THE AGREEMENT, SELLER SHALL HAVE THE RIGHT BUT NOT
THE OBLIGATION (IN SELLER'S SOLE AND ABSOLUTE DISCRETION) TO EITHER ASSUME THE
LOT 1/2 CONTRACT OR PURCHASE THE LOT 1/2 PROPERTY, AS APPLICABLE, IN SUCH EVENT
SELLER SHALL HAVE THE RIGHT (BUT NOT THE OBLIGATION) TO EITHER ASSUME THE LOT
1/2 CONTRACT FROM THE LOT 1/2 BUYER OR PURCHASE THE LOT 1/2 PROPERTY FROM THE
LOT 1/2 BUYER, AS APPLICABLE, FOR AN AMOUNT EQUAL TO THE LOT 1/2 BUYER'S ACTUAL
OUT-OF-POCKET COSTS FOR THE LOT 1/2 CONTRACT OR THE LOT 1/2 PROPERTY, AS
APPLICABLE.
THE PROVISIONS OF THIS SECTION 6 SHALL SURVIVE ANY TERMINATION OF
THE AGREEMENT.
7.
CONTINUED FORCE AND EFFECT.
EXCEPT AS EXPRESSLY MODIFIED
HEREIN, ALL OF THE TERMS, COVENANTS AND CONDITIONS OF THE CONTRACT REMAIN
UNMODIFIED AND IN FULL FORCE AND EFFECT AND ARE HEREBY RATIFIED AND CONFIRMED.
IN THE EVENT OF A CONFLICT BETWEEN THE TERMS OF THE AGREEMENT AND THIS
AMENDMENT, THE TERMS OF THIS AMENDMENT SHALL CONTROL.
8.
GOVERNING LAW.THIS AMENDMENT SHALL BE GOVERNED BY AND
CONSTRUED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK,
WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW.
9.
ENTIRE AGREEMENT.THIS AMENDMENT CONTAINS THE ENTIRE
AGREEMENT BETWEEN THE PARTIES RESPECTING THE MATTERS HEREIN SET FORTH AND
SUPERSEDES ANY AND ALL PRIOR AGREEMENTS BETWEEN THE PARTIES HERETO RESPECTING
SUCH MATTERS.
THIS AMENDMENT MAY NOT BE MODIFIED OR AMENDED EXCEPT BY WRITTEN
AGREEMENT SIGNED BY BOTH PARTIES.
10.
THE AGREEMENT.
ANY REFERENCE HEREIN TO THE AGREEMENT AND,
EXCEPT INSOFAR AS REFERENCE TO THE CONTRARY IS MADE IN ANY FUTURE INSTRUMENT,
ANY FUTURE REFERENCE TO THE AGREEMENT MADE IN ANY SUCH INSTRUMENT SHALL BE
DEEMED TO BE A REFERENCE TO THE AGREEMENT, AS AMENDED HEREBY AND AS IT MAY, FROM
TIME TO TIME, BE HEREAFTER FURTHER MODIFIED.
11.
BROKER.EACH PARTY TO THIS AMENDMENT REPRESENTS TO THE OTHER
PARTIES THAT NO BROKER WAS INSTRUMENTAL IN CONSUMMATING THIS AMENDMENT AND THAT
IT HAD NO CONVERSATIONS OR NEGOTIATIONS WITH ANY BROKER CONCERNING THIS
AMENDMENT.
EACH PARTY TO THIS AGREEMENT SHALL INDEMNIFY, DEFEND AND HOLD
HARMLESS THE OTHER PARTIES FROM AND AGAINST ANY CLAIMS FOR A BROKERAGE
COMMISSION OR OTHER COMPENSATION WHICH ARE MADE