EXECUTION VERSION
4150-0609-1559.4
PURCHASE AND SALE AGREEMENT dated December 21, 2021, between NYCTL
2021-A TRUST, a Delaware statutory trust (the “Issuer”), and THE CITY OF NEW YORK (the
“City” or the “Seller”).
WHEREAS, the Issuer and the Seller have entered into a Purchase and Sale Agreement,
dated December 17, 2021 (the “Sale Agreement”); and
WHEREAS, pursuant to Section 2.01 of the Sale Agreement, the Seller agreed to sell the
Schedule B Tax Liens to the Issuer on the date of this Agreement.
NOW, THEREFORE, in consideration of the premises and mutual covenants herein
contained, the parties hereto agree as follows:
Section 1. In consideration of (i) the Issuer’s promise to deliver on the Closing Date to
or upon the order of the Seller the Schedule B Tax Lien Consideration and (ii) an increase in the
value of the beneficial Ownership Interest in the Issuer in accordance with the Trust Agreement,
the Seller does hereby sell, transfer, assign, set over and otherwise convey to the Issuer, without
recourse (subject to the obligations herein), in accordance with applicable law, all right, title and
interest of the Seller on the Sale Date for the Schedule B Tax Liens, whether now owned or
hereinafter acquired, in and to:
(i) the Schedule B Tax Liens;
(ii) all payments representing Collections in respect of the Schedule B Tax
Liens, to the extent such Collections have not previously been applied by
the Seller to reduce the Tax Lien Principal Balance of the Schedule B Tax
Liens prior to the applicable Sale Date for the Schedule B Tax Liens; and
(iii) the proceeds of any and all of the foregoing.
The Issuer hereby promises to furnish to the Seller on the Closing Date (i) the Schedule B
Tax Lien Consideration and (ii) an increase in the value of the beneficial Ownership Interest in the
Issuer in accordance with the Trust Agreement, against delivery of the related Tax Lien Certificates
on the Closing Date by the Seller to the Issuer or its designee.
Section 2. Capitalized terms used herein and not defined shall have the meanings
ascribed thereto in the Sale Agreement. The provisions of the Sale Agreement are hereby
incorporated by reference into this Agreement as if they were fully set forth herein.
Section 3. The provisions of Articles IV and V of the Sale Agreement shall apply to
this Agreement in the same manner as they apply to the Sale Agreement.
[Signatures on following page]
NYCTL 2021-A – Second Purchase and Sale Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective officers as of the day and year first above written.
NYCTL
202
1
-
A
TRUST
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as
Issuer Trustee on behalf of the Trust,
By:
________________________________
_
Name:
Title:
THE
CITY OF NEW YORK, Seller
By:
________________________________
Name:
Title:
Approved as to form:
By:
_______________________________
Name:
Title:
Dorri Costello
Vice President
NYCTL 2021-A – Second Purchase and Sale Agreement
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective officers as of the day and year first above written.
NYCTL
202
1
-
A
TRUST
By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as
Issuer Trustee on behalf of the Trust,
By:
________________________________
_
Name:
Title:
THE
CITY OF NEW YORK, Seller
By:
________________________________
Name:
Title:
Approved as to form:
By:
_______________________________
Name:
Title:
Annette Hill
Associate Commissioner
