to the terms and provisions of the
Purchase Contract and all Ancillary Instruments, if any, including all
obligations under each of them.
25
3.Miscellaneous.
(a)
This Assignment shall inure to the benefit of and shall be binding
upon the parties hereto and their respective directors, officers, heirs, legal
representatives, and successors and assigns.
(b)
All representations, warranties, covenants and agreements of the
parties hereto shall survive closing and the assignment herein set forth.
(c)
This Assignment, together with that certain Assignment Agreement
dated as of the date hereof, between Assignor and Assignee, constitutes the
entire understanding of the parties with respect to the subject matter and
supersedes any other understanding of the parties with respect to this subject
matter. This Assignment may not be amended or modified, nor may any of its
provisions waived, except by a writing signed by the party against whom
enforcement is sought.
[THIS PAGE INTENTIONALLY ENDS HERE]
IN WITNESS WHEREOF, the parties have executed this Assignment as of the date
first above written.
ASSIGNOR: THOR 50 VARICK LLC
By: DSFT Holdings LLC, its sole member
By:
/s/ Morris Missry
Name: Morris Missry
Title: Manager
ASSIGNEE: AMERICAN REALTY CAPITAL NEW YORK
RECOVERY REIT, INC., a Maryland
corporation
By:
/s/ Michael Happel
Name: Michael Happel
Title:
Executive Vice President
Chief Investment Officers
26
SCHEDULE 1
SELLER
1.GREENCAGE S.A., Société de Titrisation
2.KENSINGTON SQUARE HOLDING S.A., Société de Titrisation
3.SCLAREA FOUR S.A.
4.HAWKSFORD TRUSTEES JERSEY LTD., as Trustee of the Dog Trust
5.HUERTAS GROUP LTD.
6.AREPO FIDUCIARA S.R.L.
7.TIZIANI CAPITAL LIMITED
8.OMNIAFIN S.P.A.
9.SIMON FIDUCIARA S.P.A.
10.KRUDDO S.A.
11.UDOLL MANAGEMENT LIMITED
12.ALESSANDRO CAJRATI CRIVELLI
13.ANTONIO TAZARTES
14.MARIA BARTON
15.MARCO GOBBETTI
16.LUISA CAJRATI CRIVELLI
17.AMEDEO CLAVARINO
18.RICCARDO CAJRATI CRIVELLI
19.GIORGIO CAJRATI CRIVELLI
20.UBERTO CAJRATI CRIVELLI
21.PAOLO CARDANO
22.GIOVANNI DI VINCENZO
23.ANDREA A. ZAMBON
24.ROBERTO MANGIAVACCHI
25.ANTONIO BELLONI
26.ICS SECURITIES S.A R.L., Société de Titrisation
27
EXHIBIT 3
TITLE POLICY
28
Royal Abstract of New York LLC
AMERICAN LAND TITLE ASSOCIATION OWNERS POLICY (6-17-2006) WITH NEW YORK COVERAGE
ENDORSEMENT APPENDED (A.L. T.A.)
SCHEDULE A
Policy No PROFORMA
Title Number Effective Date Amount of Insurance
903426 7/3/2013 $83,750,000.00
1.Name of Insured: 50 Varick LLC
2.The estate or interest in the land which is covered by this policy is:
Beneficial Interest
3.Title to the estate or interest in the land is vested by:
As to Block 212 Lot 1301:
Which acquired title from Verizon New York
Inc. by deed dated as of 3/31/10 and recorded 4/8/10 as CRFN 2010000117464, as
corrected by a Correction Deed dated 11/8/12 and recorded 11/28/12 as CRFN
2012000466312.
As to Block 212 Lot 1307:
Which acquired title from
Verizon New York Inc. by deed dated as of 11/8/12 and recorded 11/21/12 as CRFN
2012000458980.
4.The land referred to in this Policy is described herein on Schedule A
Description of Premises.
For Information: Premises known as: 50 Varick Street Unit A & A2, New York, NY
Authorized Signatory
SCHEDULE A
A.L.T.A 2006 OWNERS POLICY
Royal Abstract of New York LLC
SCHEDULE A
DESCRIPTION OF PREMISES
Title No.
903426