NEW YORK BRIDGE THE GAP SESSION D: 15 CASES FROM THE PAST YEAR EVERY REAL ESTATE LAWYER SHOULD KNOW

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1 NYCLA CLE I NSTITUTE NEW YORK BRIDGE THE GAP SESSION D: 15 CASES FROM THE PAST YEAR EVERY REAL ESTATE LAWYER SHOULD KNOW Prepared in connection with a Continuing Legal Education course presented at New York County Lawyers Association, 14 Vesey Street, New York, NY scheduled for Wednesday, October 8, 2014 Program Co-sponsor: NYCLA's Real Property Section Faculty: Adam Leitman Bailey, Adam Leitman Bailey, P.C.; Scott Mollen, Herrick Feinstein LLP; Stuart M. Saft, Holland & Knight LLP This course has been approved in accordance with the requirements of the New York State Continuing Legal Education Board for a maximum of 4 Transitional and Non-Transitional credit hours; 1 Skills; 3 Professional Practice/Law Practice Management. This program has been approved by the Board of Continuing Legal education of the Supreme Court of New Jersey for 4 hours of total CLE credits. Of these, 0 qualify as hours of credit for ethics/professionalism, and 0 qualify as hours of credit toward certification in civil trial law, criminal law, workers compensation law and/or matrimonial law. ACCREDITED PROVIDER STATUS: NYCLA s CLE Institute is currently certified as an Accredited Provider of continuing legal education in the States of New York and New Jersey.

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3 Information Regarding CLE Credits and Certification New York Bridge the Gap Session D: 15 Cases from the Past Year Every Real Estate Lawyer Should Know October 8, 2014; 5:30 PM to 9:00 PM The New York State CLE Board Regulations require all accredited CLE providers to provide documentation that CLE course attendees are, in fact, present during the course. Please review the following NYCLA rules for MCLE credit allocation and certificate distribution. i. You must sign-in and note the time of arrival to receive your course materials and receive MCLE credit. The time will be verified by the Program Assistant. ii. iii. iv. You will receive your MCLE certificate as you exit the room at the end of the course. The certificates will bear your name and will be arranged in alphabetical order on the tables directly outside the auditorium. If you arrive after the course has begun, you must sign-in and note the time of your arrival. The time will be verified by the Program Assistant. If it has been determined that you will still receive educational value by attending a portion of the program, you will receive a pro-rated CLE certificate. Please note: We can only certify MCLE credit for the actual time you are in attendance. If you leave before the end of the course, you must sign-out and enter the time you are leaving. The time will be verified by the Program Assistant. Again, if it has been determined that you received educational value from attending a portion of the program, your CLE credits will be pro-rated and the certificate will be mailed to you within one week. v. If you leave early and do not sign out, we will assume that you left at the midpoint of the course. If it has been determined that you received educational value from the portion of the program you attended, we will pro-rate the credits accordingly, unless you can provide verification of course completion. Your certificate will be mailed to you within one week. Thank you for choosing NYCLA as your CLE provider!

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5 New York County Lawyers Association Continuing Legal Education Institute 14 Vesey Street, New York, N.Y (212) Bridge the Gap Session D 15 Cases from the Past Year Every Real Estate Lawyer Should Know Wednesday, October 8, :30 PM to 9:00 PM Program Co-sponsor: NYCLA's Real Property Committee Faculty: Adam Leitman Bailey, Adam Leitman Bailey, P.C.; Scott Mollen, Herrick Feinstein LLP; Stuart M. Saft, Holland & Knight LLP AGENDA 5:00 PM 5:30 PM Registration 5:30 PM 5:35 PM Introductions and Announcements 5:35 PM 9:00 PM Presentation and Discussion *** There will be two 10 minute breaks taken during the program.

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171 Adam Leitman Bailey, P.C. > Attorneys & Executive Staff > Adam Leitman Bailey Page 1 of 2 10/6/2014 ATTORNEYS & EXECUTIVE STAFF RELATED MATERIALS Honors & Awards Published Articles Press Mentions Video References Letters of Reference Published Decisions Events & Speaking Engagements Forms & Books Case Studies Adam Leitman Bailey Attorney at Law Actively at the helm of the law firm he built from scratch, Adam Leitman Bailey, Esq. practices residential and commercial real estate law. Among New York's most successful and prominent real estate attorneys, Mr. Bailey has been identified among the top five percent of attorneys in the New York area, repeatedly named a Super Lawyer by Law & Politics magazine, ranked in Chambers and Partners for the past five years, and honored with a Martindale-Hubbell "AV" Preeminent rating as well as a Best Lawyer for himself and his law firm. During the past five years, the internationally esteemed Chambers & Partners repeatedly selected Mr. Bailey as one of New York's Leading Real Estate lawyers and, being one of only three New York attorneys from firms with fewer than 30 attorneys to receive the honor. Chambers & Partners hailed Mr. Bailey as a "tenacious and confident litigator who is quickwitted in court and respected by the judges," noting that Bailey is "an extraordinary practitioner who gets great results" and quoting a client on Mr. Bailey's "ability to anticipate things before they happen." "He has been hired to litigate extremely high-profile cases sources are highly impressed by his courtroom presence." "You feel like you have a zealous advocate out there working for you, and you never worry about things when they are in his hands." Real Estate Weekly recognized that "Adam Leitman Bailey has made a name for himself with his success winning cases in the courtroom." The same newspaper called Mr. Bailey "famous" for his "condominium, foreclosure and landlord-tenant representation." The New York Times referred to his legal strategy and legislation proposed in one case as "novel," in addition to remarking on another case in which "Adam Leitman Bailey fought on grinding through excruciating detail and obscure Perry Mason moments." After Mr. Bailey's firm used a forgotten statute to prevail in a landmark case, the Wall Street Journal quoted a prominent New York developer's attorney who called the holding a "game changer" affecting real estate nationwide. In another case hailed as "the city's largest condo refund ever" (Curbed NY) involving "a settlement likely to send shivers through the ranks of the city's condo developers" (the New York Post), the settlement he received was the largest condominium settlement in history for one building, and in another transaction, he obtained the largest government grant ($21 million) for a cooperative in New York history. The Commercial Observer ranked another victory among their "15 Most Fascinating New York Real Estate Cases of the 21 st Century." Dateline NBC referred to Mr. Bailey as "aggressive, tenacious and smart" in asking him to share his negotiating secrets on its nationally syndicated television program. Mr. Bailey's advocacy has prevailed in numerous important trials and cases before various courts and trial venues, including Housing, Civil, and New York State Supreme and Federal Courts, as well as various New York Appellate tribunals. A New York State Judge wrote that Mr. Bailey "was the best trial lawyer I saw in my nine years as a Judge in New York City." Notable wins have included: Lorne v. 50 Madison Avenue LLC, an Appellate Division decision that finds responsibility for repairs of newly constructed buildings remains with Sponsor instead of Condo Board; Hartman v. Goldman, an adverse possession case of first impression before New York's Appellate Division; 542 East 14th Street v. Lee, a case of first impression before New York's Appellate Division defining expansion of rent regulation law for non-primary residence cases; Interstate Land Sales Full Disclosure Act Cases, turning to a forgotten federal statute called the Interstate Land Sales Full Disclosure Act, he creatively discovered a way to void the contracts of sales for buildings over 100 units resulting in hundreds of settlement and court victories. Rivas v. McDonnell, a noteworthy Appellate Division decision involving an interpretation of the recording statute; Sky View Parc Purchasers Association, et al. v. FTC Residential Company II, L.P., the largest condominium settlement in New York history; "Adam Leitman Bailey, P.C. has been a great help to my business... Him and all of ALB, P.C. have been completely top notch--have gotten me great lease deals with all of my tenants--have always managed to close the deal. Thank G-d they came into my life... They are truly, completely 100 percent devoted to anything you tell them to do, they are right on it. All I can really say is thank you Adam and Guy. You have made it super easy for me to be in business." David Zahabian, Real Estate Developer and Owner, Multi-Family Dwellings View this Video View all Videos HEADLINES New York Observer: Power Broker, "He has built a remarkable law firm. I don't think everyone understands that what he has done is a huge accomplishment" Chambers and Partners Selects Adam Leitman Bailey as a Leading Real Estate Lawyer for its Chambers USA: America s Leading Lawyers for Business Out of hundreds of law firms listed in Chambers only three firms with less than 30 attorneys in New York have been recognized for Real Estate from 2009 to Adam Leitman Bailey Named Super Lawyer Adam Leitman Bailey, P.C. Lands Largest Condominium Settlement in New York History Adam Leitman Bailey, P.C. Victorious in Case of First Impression Before Appellate Division Involving Ailing Relative Defense to Primary Residence Action Adam Leitman Bailey, P.C. Wins Landmark Victory Using Arcane Federal

172 Adam Leitman Bailey, P.C. > Attorneys & Executive Staff > Adam Leitman Bailey Page 2 of 2 10/6/2014 Trump SoHo, where Adam Leitman Bailey prevailed in a settlement providing millions of dollars to clients based on fraud claims under the Federal Securities Law; Mr. Bailey has successfully defended a number of leading title companies and lenders in the nation and prevailed in numerous trials and settlements involving commercial and residential building owners, tenants, real estate developers, real estate brokerages, insurance companies and cooperative and condominium boards. In addition, Mr. Bailey has favorably represented a number of tenant and homeowner associations as well as commercial and residential tenants, garnering millions of dollars in compensation and rent abatements for these associations and individuals. For clients facing landlords who leave buildings in disrepair, Mr. Bailey has an unusually successful track record of getting those residential towers, apartments, and stores repaired and all services restored. Mr. Bailey has also applied his expertise in closing various real estate deals and commercial leases. He has been named to the Board of Editors for Commercial Leasing Law & Strategy and has a regular real estate column in the New York Law Journal. Bailey's lease-drafting skills received national attention when BlumbergExcelsior, the nation's leading form distributor, responsible for over 70 percent of the residential leases signed in the United States, tapped Bailey to draft a new set of residential and office leases for purchase nationwide. BlumbergExcelsior's principal remarked that Bailey's lease drafting skills were "remarkable." While almost all New York property owners utilize his leases for residential purposes, his commercial leasing ideas and strategies are commonly part of the entire national commercial-leasing scene and have been included in "The Insider's Best Commercial Lease Clauses," published by the Vendome Group. His success as cooperative and condominium general counsel earned Mr. Bailey recognition in "Who's Who in Real Estate" by Habitat Magazine. As an assistant adjunct professor at New York University, Mr. Bailey teaches commercial and residential landlord-tenant law. In 2011, Mr. Bailey took on the role of author to guide first-time home buyers through the purchasing process. John Wiley and Sons published his first book, Finding the Uncommon Deal: A Top New York Lawyer Explains How to Buy a Home for the Lowest Possible Price which became a No. 1 New York Times bestseller and is available for purchase worldwide. Mr. Bailey has also been elected a Fellow of the American College of Real Estate Lawyers (ACREL), where he serves on the Insurance and Title Insurance committees, and the American College of Mortgage Attorneys (ACMA). Law: Judge Rules Condo Deals Come Under Federal Law; a Game Changer Decision Adam Leitman Bailey, P.C. Wins Right for Ground Zero Mosque to Build Community Center Adam Leitman Bailey, P.C. Assists Luna Park in Closing on $68 Million Loan & Grants; Cooperative Obtains Record $21 Million Grant from City, State and Federal Government Using Victory in Court, Proposing Legislation, Conducting Rallys, and Mobilizing Political Support and Media Attention, Save Harlem Association Obtains Winning Settlement Real Estate Weekly Profile of Adam Leitman Bailey: Lawyer not to be judged by his cover Real Estate Weekly Compares Adam Leitman Bailey's Real Estate Practice to Apple's Business The Lawyers You Call:"The 15 Most Fascinating New York Real Estate Cases of the 21st Century," Commercial Observer Making New Law, Appellate Division Finds that Condo Board Not Liable For Repairing Newly Constructed Building and finds that Obligation to Repair Remains with Sponsor; Adam Leitman Bailey, P.C. Victorious at Trial Level and Appeal Adam Leitman Bailey, P.C. Prevails at the Appellate Division in Adverse Possession Case of First Impression Three Court Cases That Matter to Real Estate Adam Leitman Bailey is One of New York's Best Real Estate Attorneys Law Crossing Enter a Name or Keyword Find us on: 2014 Adam Leitman Bailey, P.C Careers Legal Notice Attorney Advertising Home New York Real Estate Attorneys New York Landlord Tenant Attorneys New York Real Property Attorneys New York Foreclosure Attorneys New York Litigation Attorneys New York Purchase and Sale Attorneys New York Cooperative and Condominium Attorneys New York Construction Attorneys New York Lender and Bank Attorneys New York Real Estate Insurance Attorneys

173 Herrick, Feinstein LLP: Our People: Professionals: Scott E. Mollen: profile Page 1 of 1 10/6/2014 Professionals Administration Scott E. Mollen: profile Scott E. Mollen Partner New York me v-card Phone: (212) Fax: (212) White Collar Defense & Investigations Alternative Dispute Resolution Construction Litigation Employment Litigation Securities, Futures & Derivatives Litigation Real Estate Litigation Real Estate Restructuring & Foreclosures Cooperatives & Condominiums Commercial Litigation Entertainment & Related Media Government Relations Litigation Real Estate Business Services Computer Hardware, Software & Services Construction Entertainment & Related Media Financial Services Government & Law Hospitality, Travel & Leisure Media Membership Organizations Real Estate Securities & Commodities Telecommunications Equipment Scott E. Mollen's practice areas include general commercial litigation (breach of contract, real estate, securities, fiduciary duties, partnerships, lender liabilities, anti-trust, appellate practice) alternative dispute resolution (ADR), governmental relations and government investigations. Scott advises major corporations, business executives, real estate owners and developers, commercial and retail tenants, investors and lending institutions. He has advised several government agencies, public officials and families of public officials. Scott was appointed by Chief Judge Judith Kaye to the Chief Judge's Committee on the Profession and the Courts (the "Craco Committee") which conducted an examination of the legal profession and the Courts and made recommendations to improve professionalism, client satisfaction, attorney discipline and court management, almost all of which have since been adopted and implemented. He is a member of the Board of Editors of, and a weekly columnist for, the New York Law Journal; a former member of the Mayor's Committee on the Judiciary; a former member of the Nassau County Executive's Transition Committee; a member of the mediation panels for the United States District Court for the Eastern District of New York and the United States Bankruptcy Court for the Southern District of New York; and a former Chairperson of the New York City Rent Guidelines Board. Scott was a member of the Judicial Screening Committee of the New York City Bar Association and a former member of the bar association's Council on Judicial Administration and Litigation Committee. He is also a member of the Nassau County Bar Association Commercial Litigation Committee. In his then-capacity as a Vice-Chairperson of the New York Regional Board of the Anti-Defamation League, Scott helped lead ADL's successful effort to achieve enactment of New York State's Hate Crimes statute. Scott was the recipient of the ADL's Human Relations Award. He lectures before judges and court attorneys at continuing legal education programs sponsored by the New York State Office of Court Administration and the Appellate Terms for the 1st and 2nd Judicial Departments. He has also lectured for the New York Federal Bar Council, the Practicing Law Institute, the Association of the Bar of the City of New York, New York County Lawyers Association, Brooklyn Bar Association, the Suffolk County Bar Association and the New York Guard; and is an Adjunct Professor at St. John's University School of Law where he teaches Alternate Dispute Resolution. Scott has served as a Vice-Chairperson of the New York Regional Board and served on the Executive Committee of the Lawyer's Division of the Anti-Defamation League. St. John's University School of Law, J.D., 1972 New York University New York New York Law Journal, Board of Editors Member of the mediation panels for the United States District Court for the Eastern District of New York and the United States Bankruptcy Court for the Southern District of New York Judicial Screening Committee of the New York City Bar Association Nassau County Bar Association Commercial Litigation Committee Former Vice-Chairperson, New York Regional Board of the Anti-Defamation League Member, Real Estate Board of New York Enter a Keyword Media Resources Offices SiteMap Legal Notice Attorney Advertising Home Copyright 2014, Herrick, Feinstein LLP. All Rights Reserved. An ICVM Group Site

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175 Stuart M. Saft Professionals Holland & Knight Page 2 of 5 10/6/2014 Stuart M. Saft Partner New York T stuart.saft@hklaw.com Profile Publications Speaking Engagements Practices Real Estate Real Estate Finance Affordable Housing Transactions Multifamily Housing Residential and Master- Planned Communities Global Hospitality, Resort and Timeshare Commercial Real Estate Leasing Condominium Development and Conversion Israel Practice Education Hofstra University, B.A., Dean's List, Bovenaan Honor Society Columbia University Law School, J.D. Bar Admissions New York Court Admissions U.S. Supreme Court Stuart M. Saft, chair of Holland & Knight's New York Real Estate Practice Group, cochair of the Global Hospitality, Resort and Timeshare Group and co-chair of the Global Condominium Development Team, has extensive experience in the development, financing, leasing, conversion-to-condominium and cooperative ownership, exchange, syndication, sale-leaseback, timeshare, restructuring, acquisition and sale of residential, commercial and hospitality property throughout the United States. Mr. Saft has also represented lending institutions in mortgage lending and workouts and has advised clients on dealings with Fannie Mae, Freddie Mac and the Federal Home Loan Banks. Mr. Saft writes a monthly column for GlobeSt.com and The Mann Report. Representative Matters representation of the developer of the flagship Baccarat Hotel and Residences in New York represented the developer of a five-star resort in Anguilla represented the sponsor in the reconstruction and sale of condominium units in the 5 landmarked buildings comprising Manhattan House represented the developer of the Evité Hotel and Residences, the W Downtown Hotel and Residences, The Setai-New York Residences, and the Miraval Living Spa and Residences represented the developer of Morton Square, a mixed-use development encompassing an entire block of Manhattan representation of the developers of the following mixed-use condominiums, including Halcyon, Cielo, Three Ten East Fifty Third Street, The Residences at Jefferson Place and Centria, Atelier, 45 East 22nd Street, 66 East 11th Street, 45 Park Place, 11 Beach Street, Broome Street and Spring Street representation of the sponsors of the conversion to condominium ownership of 737 Park Avenue, 150 East 72nd Street, Sheffield 57, Miraval Living, 25 Broad Street, The Apthorp, 254 Park Avenue South, 11 East 68th Street, The Wellington, 36 Gramercy Park East and Central Park West representation of the owners of Columbus Park Tower, Cadman Tower and Southbridge Towers in the privatization of Mitchell-Lama housing complexes represented lenders in analyzing and making construction loans for 10 Sullivan Street, 432 Park Avenue, 30 Park Place, 520 Park Avenue, 235 West 75th Street, 88 Lexington Avenue, 90 Lexington Avenue and 301 West 53rd Street

176 Stuart M. Saft Professionals Holland & Knight Page 3 of 5 10/6/2014 represented the purchasers of the top third of the Woolworth Building represented investors in purchasing a package of 18 apartment buildings represented a pension fund in purchasing office buildings, mixed-use and residential properties throughout the United States represented General Motors in its pre-bankruptcy analysis of its global real estate holdings analyzed a global insurance company's real estate holdings in 65 countries as part of an $18 billion corporate acquisition represented Deutsche Bank in analyzing 75 CMBS transactions represented owners in the sale of and development rights for One57 Luxury Condominium Residences negotiated headquarters lease for a global insurance company represented owner in $180 million debt restructuring of The Setai-Downtown represented owner in $370 million debt restructuring of luxury multi-use property represented holder of senior debt in $300 million debt restructuring of a hotel development property in Las Vegas represented the developer in debt restructuring of Las Vegas hotel and development site represented German insurance company in debt restructuring of hospitality property in Las Vegas represented Hyatt in the development and operation of continuing care retirement communities represented owner in a $680 million senior debt restructuring on a mixed use property represented owner of mixed-use property in restructuring $300 million in senior and mezzanine debt represented investor in the acquisition of senior debt and foreclosure of junior mezzanine debt represented Aetna Life Insurance Company and Chase Bank in construction and permanent financing of shopping centers and office buildings throughout the U.S. represented the owners in a $220 million financing and reconstruction of 11,000 apartments represented proponent of Chapter 11 reorganization and then completed construction of the 75-story, mixed-use Cityspire building represented the owners in a loan workout and completed construction of Worldwide Plaza, Park Avenue Court Complex and Boulevard mixed use development represented the owners in refinancing and reconstruction of Co-Op City, the largest housing complex in the U.S., containing 16,000 apartments and three shopping centers served as counsel in the loan restructuring of Hyde Park Gardens, involving 26