New York REIT, Inc. (Form: 10-K, Received: 03/01/2018 15:28:00)

Dated this 1 ^st day of March, 2018

/s/ Wendy Silverstein

Wendy Silverstein

Chief Executive Officer and President

(Principal Executive Officer)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended: December 31, 2017

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-36416

NEW YORK REIT, INC.

(Exact name of Registrant as specified in its certificate of incorporation)


Maryland		27-1065431
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification Number)

7 Bulfinch Place, Suite 500, Boston, MA		02114
(Address of principal executive offices)		(Zip Code)

(617) 570-4750

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Common Stock, $.01 per value per share		New York Stock Exchange
(Title of each class)		Name of Exchange on which registered

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ☐ No ☐

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to the Form 10-K. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):


Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule12b-2). Yes ☐ No ☒

The aggregate market value of the shares of common stock held by non-affiliates of the registrant was $1.4 billion based on the closing sale price on the New York Stock Exchange for such stock as of June 30, 2017, the last business day of the registrant’s most recently completed second fiscal quarter.

As of January 31, 2018, the registrant had 167,928,730 shares of common stock, $0.01 par value per share, outstanding.

Documents incorporated by reference: None

NEW YORK REIT, INC.

FORM 10-K

TABLE OF CONTENTS


		Page
Part I

Item 1	Business		4

Item 1A	Risk Factors		11

Item 1B.	Unresolved Staff Comments		39

Item 2.	Properties		40

Item 3.	Legal Proceedings		44

Item 4.	Mine Safety Disclosures		44

Part II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		45

Item 6.	Selected Financial Data		50

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		52

Item 8.	Financial Statements and Supplementary Data		66

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		66

Item 9A.	Controls and Procedures		66

Item 9B.	Other Information		67

Part III

Item 10.	Directors, Executive Officers and Corporate Governance		68

Item 11.	Executive Compensation		71

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		75

Item 13.	Certain Relationships and Related Transactions and Director Independence		77

Item 14.	Principal Accounting Fees and Services		82

Part IV

Item 15.	Exhibits, Financial Statement Schedules		83

Item 16.	Form 10-K Summary		90

Signatures			90

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

Certain statements included in this Annual Report on Form 10-K are forward-looking statements. Those statements include statements regarding the intent, belief or current expectations of New York REIT, Inc. (the “Company,” “we” “our” or “us”) and members of our management team, as well as the assumptions on which such statements are based, and generally are identified by the use of words such as “may,” “will,” “seeks,” “anticipates,” “believes,” “estimates,” “expects,” “plans,” “intends,” “should” or similar expressions. Actual results may differ materially from those contemplated by such forward-looking statements.

Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results over time, unless required by law.

The following are some of the risks and uncertainties, although not all risks and uncertainties, that could cause our actual results to differ materially from those presented in our forward-looking statements:

•

Our board of directors has adopted a plan of liquidation to sell all or substantially all of the assets of our company and our operating partnership, New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the “OP”), and to liquidate and dissolve our company and the OP (the “Liquidation Plan”). The Liquidation Plan was approved by our stockholders on January 3, 2017, but there can be no assurance that we will succeed in completing the Liquidation Plan and selling our remaining properties or that our existing contracts to sell properties will close;

•

There can be no assurance as to the actual amount of liquidating distributions our stockholders will receive pursuant to the Liquidation Plan or when they will receive them;

•

If we are unable to maintain the occupancy rates of currently leased space and lease currently available space or if tenants default under their leases or other obligations to us during the liquidation process, our cash flow will be reduced and our liquidating distributions may be reduced;

•

All of our properties are located in the New York metropolitan statistical area (“MSA”), making us dependent upon the economic climate in New York City;

•

We may fail to continue to qualify to be treated as a real estate investment trust for U.S. federal income tax purposes (“REIT”), which would adversely affect our operations and reduce the amount of our liquidating distributions;

•

Interests in any liquidating entity we may establish pursuant to the Liquidation Plan will be generally non-transferable; and

•

We may be adversely affected by changes in general economic, business and political conditions, including the possibility of intensified international hostilities, acts of terrorism, and changes in conditions of United States or international lending, capital and financing markets.

All forward-looking statements should be read with the risks noted in Part I, Item 1A of this Annual Report on Form 10-K.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

PART I

Item 1. Business.

Organization

New York REIT, Inc. (the “Company”) was incorporated on October 6, 2009 as a Maryland corporation that qualified as a real estate investment trust for U.S. federal income tax purposes (“REIT”) beginning with its taxable year ended December 31, 2010. On April 15, 2014, the Company listed its common stock on the New York Stock Exchange (“NYSE”) under the symbol “NYRT.”

The Company purchased its first property and commenced active operations in June 2010. As of December 31, 2017, the Company owned 14 properties, aggregating 1.7 million rentable square feet, with an average occupancy of 97.6%. The Company’s portfolio primarily consists of office and retail properties, representing 76% and 10%, respectively, of rentable square feet as of December 31, 2017. The Company also owns a hotel and one stand alone parking garage. Properties other than office and retail spaces represent 14% of rentable square feet.

As of February 28, 2018, the Company has sold, or entered into firm contracts to sell, all of its properties except for the remaining 50.1% interest in Worldwide Plaza, the Viceroy Hotel and the 33 West 56 ^th Street Garage. The Company currently expects the 33 West 56 ^th Street Garage will be sold during the second quarter of 2018 and that the Viceroy Hotel will have a signed purchase and sale contract by the end of the second quarter of 2018, although there can be no assurance that either one of these events will take place in this time frame. Also as of February 28, 2018, the Company has combined debt outstanding of $57.2 million and the Company has paid aggregate cash liquidating distributions of $851.4 million, or $5.07 per share.

Substantially all of the Company’s business is conducted through its operating partnership, New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the “OP”). The Company’s only significant asset is the general partnership interests it owns in the OP and assets held by the Company for the use and benefit of the OP.

The Company has no employees. Prior to March 8, 2017, the Company retained (i) New York Recovery Advisors, LLC (the “Former Advisor”) to manage its affairs on a day-to-day basis and (ii) New York Recovery Properties, LLC (the “ARG Property Manager”) to serve as the Company’s property manager, except for properties where services were performed by a third party. The Former Advisor and ARG Property Manager are under common control with AR Global Investments, LLC (the successor business to AR Capital, LLC, “AR Global”), (the “Sponsor”).

On March 8, 2017, the Company transferred all advisory duties from the Former Advisor to Winthrop REIT Advisors, LLC (the “Winthrop Advisor”) and property management services with respect to properties managed by ARG Property Manager were transferred to Winthrop Management, L.P. (the “Winthrop Property Manager”).

Liquidation Plan

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

obligations and the winding down of operations and final dissolution of the Company. Under the Liquidation Plan, the Company is not permitted to make any new investments except for the exercise of its option (the “WWP Option”) to purchase additional equity interests in its WWP Holdings, LLC venture (“WWP”), which was exercised on June 1, 2017 and enter into the transaction relating to Worldwide Plaza pursuant to the Membership Interest Purchase Agreement with a purchaser, a joint venture between an affiliate of SL Green Realty Corp. (“SLG”) and a private equity fund sponsored by RXR Realty LLC, which closed on October 18, 2017 or to make protective acquisitions or advances with respect to its existing assets (see Note 6). The Company is permitted to satisfy any existing contractual obligations and fund required tenant improvements and capital expenditures at its real estate properties, including real estate properties owned by joint ventures in which the Company owns an interest.

The Liquidation Plan enables the Company to sell any and all of its assets without further approval of the stockholders and provides that liquidating distributions be made to the stockholders as determined by the Board. Pursuant to applicable REIT rules, the Company must complete the disposition of its assets by January 3, 2019, two years after the date the Liquidation Plan was approved by the stockholders, in order to deduct liquidating distributions as dividends. To the extent that all of the Company’s assets are not sold by such date, the Company intends to satisfy the requirement by converting the Company to a limited liability company, which will require shareholder approval.

The dissolution process and the amount and timing of distributions to stockholders involves risks and uncertainties. Accordingly, it is not possible to predict the timing or aggregate amount which will be ultimately distributed to stockholders and no assurance can be given that the distributions will equal or exceed the estimate of net assets presented in the Consolidated Statement of Net Assets.

The Company expects to continue to qualify as a REIT throughout the liquidation until such time as any remaining assets, if any, are transferred into a liquidating entity. The Board shall use commercially reasonable efforts to continue to cause the Company to maintain its REIT status, provided however, the Board may elect to terminate the Company’s status as a REIT if it determines that such termination would be in the best interest of the stockholders.

The Board may terminate the Liquidation Plan without stockholder approval only (i) if the Board approves the Company entering into an agreement involving the sale or other disposition of all or substantially all of the assets or common stock by merger, consolidation, share exchange, business combination, sale or other transaction involving the Company or (ii) if the Board determines, in exercise of its duties under Maryland law, after consultation with its advisor, which is Winthrop Advisor, and its financial advisor, if applicable, or other third party experts familiar with the market for Manhattan office properties, that an adverse change in the market for Manhattan office properties has occurred and reasonably would expect it to adversely affect continuing with the Liquidation Plan. Notwithstanding approval of the Liquidation Plan by the stockholders, the Board may amend the Liquidation Plan without further action by the stockholders to the extent permitted under the current law.

Sales Pursuant to the Plan of Liquidation

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

in Worldwide Plaza based on an aggregate property value of $1.725 billion. In addition, the Company has entered into purchase agreements to sell an additional six properties, which, if consummated, will result in aggregate gross proceeds of approximately $73.2 million. As of the date of this Annual Report on Form 10-K, the 33 West 56 ^th Street Garage, the Viceroy Hotel and our remaining interest in Worldwide Plaza are the only assets remaining that are not subject to a binding sale agreement providing for their sale. The following summarizes the sales of properties and the pending contracts to sell properties.

50 Varick – property sale – On August 7, 2017, we sold to an independent third party our 50 Varick Street office property in Manhattan, New York for a gross sales price of $135.0 million. The property was part of the collateral for our $760.0 million POL Loans. In connection with the sale, we paid down $78.1 million of debt as required under the POL Loans. After satisfaction of debt, pro-rations and closing costs we received net proceeds of approximately $49.1 million. The estimated liquidation value of the property was $137.5 million at January 1, 2017 and was adjusted to $135.0 million at June 30, 2017 to reflect the contract for sale.

245-249 West 17 ^th Street and 218 West 18 ^th Street – property sale – On October 11, 2017, we sold to an independent third party our 245-249 West 17 ^th Street (Twitter) and 218 West 18 ^th Street (Red Bull) office properties in Manhattan, New York for a gross sales price of $514.1 million. The properties were part of the collateral for our $760.0 million POL Loans. In connection with the sale, we paid down $347.9 million of debt as required under the POL Loans. After satisfaction of debt, pro-rations and closing costs we received net proceeds of approximately $146.2 million. The estimated liquidation values of the properties were $532.6 million at January 1, 2017 and were adjusted to $514.1 million at September 30, 2017 to reflect the contracts for sale.

229 West 36 ^th Street and 256 West 38 ^th Street – property sale – On November 6, 2017, we sold to an independent third party our 229 West 36 ^th Street and 256 West 38 ^th Street office properties in Manhattan, New York for a gross sales price of $155.9 million. The 229 West 36 ^th Street property was part of the collateral for our $760.0 million POL Loans. In connection with the sale, we paid down $66.1 million of debt as required under the POL Loans. The 256 West 38 ^th Street property was encumbered by a $24.5 million mortgage loan which was satisfied in full upon the sale of the property. After satisfaction of the mortgage debt, pro-rations and closing costs we received net proceeds of approximately $58.8 million. The estimated liquidation value of the properties were $152.4 million at January 1, 2017 and were adjusted to $155.9 million at September 30, 2017 to reflect the contracts for sale.

1440 Broadway – property sale – On December 19, 2017, we sold to an independent third party the 1440 Broadway office property in Manhattan, New York for a gross sales price of $520.0 million. The 1440 Broadway property was encumbered by a $305.0 million mortgage loan which was satisfied in full upon the sale of the property. After satisfaction of debt, pro-rations and closing costs, we received net proceeds of approximately $192.9 million. The estimated liquidation value of the property was $582.8 million at January 1, 2017 and was adjusted to $520.0 million at September 30, 2017 to reflect the contract for sale.

Worldwide Plaza – exercise of option, sale of interests and refinancing – On June 1, 2017, in connection with exercising the WWP option, we acquired an additional 49.9% equity interest in Worldwide Plaza for a contract purchase price of $276.7 million, based on the option price of approximately $1.4 billion less $875.0 million of debt on the property. On October 18, 2017, we sold a 48.7% interest in Worldwide Plaza to a joint venture managed by SL Green Realty Corp. and RXR Realty LLC based on the agreed upon value of the property of $1.725 billion. In conjunction with the equity sale, there was a concurrent $1.2 billion refinancing of the existing Worldwide Plaza debt. We received cash at closing of approximately $355.0 million from the sale and excess proceeds from the financing, which is net of certain closing costs, including $109.0 million of

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

defeasance and prepayment costs, and a $90.7 million capital reserve. The new debt on Worldwide Plaza bears interest at a blended rate of approximately 3.98% per annum, requires monthly payments of interest only and matures in November 2027.

333 West 34 ^th Street – property sale – On November 9, 2017, we entered into a contract to sell to an independent third party the 333 West 34 ^th Street office property in Manhattan, New York for a gross sales price of $255.0 million. The sale was completed on January 5, 2018. The property was part of the collateral for our $760.0 million POL Loans. In connection with the sale, we paid down $110.6 million as required under the POL Loans upon the sale of the property. After satisfaction of debt, pro-rations and closing costs, we received net proceeds of approximately $134.6 million. The estimated liquidation value of the property was $260.6 million at January 1, 2017 and was adjusted to $255.0 million at September 30, 2017 based on the contract sale price.

350 West 42nd Street – property sale – On December 7, 2017, we entered into a contract to sell to an independent third party the 350 West 42nd Street retail property in Manhattan, New York for a gross sales price of $25.1 million. The sale was completed on January 10, 2018. The property was part of the collateral for our $760.0 million POL Loans. In connection with the sale, we paid down $11.3 million as required under the POL Loans upon the sale of the property. After satisfaction of debt, pro-rations and closing costs, we received net proceeds of approximately $12.6 million. The estimated liquidation value of the property was $24.5 million at January 1, 2017, $25.2 million at September 30, 2017 and was adjusted to $25.1 million at December 31, 2017 based on the contract sale price.

One Jackson Square – property sale – On November 9, 2017, we entered into a contract to sell to an independent third party the One Jackson Square retail property in Manhattan, New York for a gross sales price of $31.0 million. The sale was completed on February 6, 2018. The property was part of the collateral for our $760.0 million POL Loans. In connection with the sale, we paid down $13.0 million as required under the POL Loans upon the sale of the property. After satisfaction of debt, pro-rations and closing costs, we received net proceeds of approximately $16.5 million. The estimated liquidation value of the property was $28.9 million at January 1, 2017 and was adjusted to $31.0 million at September 30, 2017 based on the contract sale price.

306 East 61st Street – property sale – On December 11, 2017, we entered into a contract to sell to an independent third party the 306 East 61 ^st Street office property in Manhattan, New York for a gross sales price of $47.0 million. The sale was completed on February 16, 2018. The property was encumbered by a $19.0 million mortgage loan which was satisfied in full at closing. After satisfaction of debt, pro-rations and closing costs, we received net proceeds of approximately $26.5 million. The estimated liquidation value of the property was $54.6 million at January 1, 2017, $40.0 million at September 30, 2017 and was adjusted to $47.0 million at December 31, 2017 based on the contract sale price.

2091 Coney Island Avenue – property sale – On November 15, 2017, we entered into a contract to sell to an independent third party the 2091 Coney Island Avenue office property in Brooklyn, New York for a gross sales price of $3.8 million. The sale was completed on February 14, 2018. The property, together with the retail property located at 2067-2073 Coney Island Avenue make up 1100 Kings Highway. The property is part of the collateral for the $20.2 million mortgage note payable on 1100 Kings Highway. In connection with the sale, we were required to pay down the outstanding mortgage loan by $4.4 million. The estimated liquidation value of the property was $3.8 million at January 1, 2017, September 30, 2017 and December 31, 2017.

416 Washington Street – contract for sale – On January 22, 2018, we entered into a contract to sell to an independent third party the 416 Washington Street retail property in New York, New York for a gross sales price of $11.2 million. The property is part of the collateral for our $760.0 million POL Loans. In connection with the

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

sale, we expect to pay down $5.5 million as required under the POL Loans upon the sale of the property. The estimated liquidation value of the property was $11.9 million at January 1, 2017 and September 30, 2017 and was adjusted to $11.2 million at December 31, 2017 based on the contract sale price. If consummated, the sale of the property is expected to close in the first quarter of 2018.

2067 – 2073 Coney Island Avenue – contract for sale – On January 25, 2018, we entered into a contract to sell to an independent third party the 2067-2073 Coney Island Avenue retail property in Brooklyn, New York for a gross sales price of $30.5 million. The property is part of the collateral for the $20.2 million mortgage note payable on 1100 Kings Highway. The estimated liquidation value of the property was $30.3 million at January 1, 2017 and September 30, 2017 and was adjusted to $30.5 million at December 31, 2017 based on the contract sale price. If consummated, the sale of the property is expected to close in the second quarter of 2018.

350 Bleecker Street and 367-387 Bleecker Street – contract for sale – On February 15, 2018, we entered into a combined contract to sell to an independent third party the 350 Bleecker Street and 367-387 Bleecker Street properties located in Manhattan, New York for a gross sale price of $31.5 million. The properties are part of the collateral for our $760.0 million POL Loans. In connection with the sale we expect to pay down the POL Loans by $21.1 million. The estimated liquidation value of the properties was $49.8 million at January 1, 2017, $32.5 million at September 30, 2017 and was adjusted to $31.5 million at December 31, 2017 based on the contract for sale. If consummated, the sale of the properties is expected to close in the second quarter of 2018.

Assets

All of our assets are located in New York City.

The following table presents information about the property type and geographic diversity of the properties we owned as of December 31, 2017. The amounts shown in the table below include our proportionate share of our investment in Worldwide Plaza. See Note 7 – Investment in Unconsolidated Joint Venture to our audited consolidated financial statements in this Annual Report on Form 10-K for further discussion regarding our investment in Worldwide Plaza.


Total Square Feet by Property	Total			Manhattan			Brooklyn
Office		1,323,107			1,305,107			18,000
Retail (1)		167,930			124,612			43,318
Hotel		128,612			128,612			—
Parking (2)		122,172			122,172			—

Total owned square feet (end of period)		1,741,821			1,680,503			61,318

% of Total Square Feet by Property Type	Total			Manhattan			Brooklyn
Office		76	%		78	%		29	%
Retail [1]		10	%		7	%		71	%
Hotel		7	%		8	%		—	%
Parking [2]		7	%		7	%		—	%
Storage		—	%		—	%		—	%

Total owned square feet (end of period) [2]		100	%		100	%		100	%

(1)	Includes 39,638 square feet of stand-alone retail and 128,291 square feet of retail associated with our office portfolio.

(2)	Excludes 15,055 square foot parking garage at 416 Washington Street, which is being operated under a management agreement with a third party.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

The following table lists the existing tenants whose annualized cash rent represented greater than 10% of our total annualized cash base rent for all portfolio properties as of December 31, 2017, 2016 and 2015, respectively:


		December 31,
Property Portfolio	Tenant	2017			2016			2015
Worldwide Plaza [1]	Cravath, Swaine & Moore, LLP		17	%		16	%		16	%
Worldwide Plaza [1]	Nomura Holdings America, Inc.		11	%		11	%		11	%

[1]	For 2017, annualized cash base rent reflects our 50.1% pro rata share of rent generated by Worldwide Plaza. For 2016 and 2015, annualized cash base rent reflects our 48.9% prorata share of rent generated by Worldwide Plaza.

The termination, delinquency or non-renewal of any of the above tenants would have a material adverse effect on our revenues. No other tenant represents more than 10% of our annualized cash rent for the periods presented.

Indebtedness

As of December 31, 2017, we had combined debt of $215.5 million, including the POL Loans described below and $601.2 million of unconsolidated mortgage debt reflecting our pro rata share of Worldwide Plaza’s total mortgage debt of $1.2 billion, with a weighted average interest rate equal to 4.3% per annum and a weighted average term to maturity of 7.5 years. Approximately $197.2 million of this debt matures prior to January 3, 2019, the 24-month anniversary of stockholder approval of the Liquidation Plan. As a result of pay downs subsequent to year end, we had $57.2 million of combined debt, inclusive of $41.3 million outstanding under the POL Loan as of February 28, 2018.

On December 20, 2016, the Company, through indirect wholly owned subsidiaries of the OP, entered into a mortgage loan (the “Mortgage Loan”) in the aggregate amount of $500.0 million and a mezzanine loan in the aggregate amount of $260.0 million (the “Mezzanine Loan” and, together with the Mortgage Loan, the “POL Loans”). The POL Loans were initially secured directly, in the case of the mortgage loan, and indirectly in the case of the mezzanine loan, by our properties located in New York, New York at 245-249 West 17th Street, 333 West 34th Street, 216-218 West 18th Street, 50 Varick Street, 229 West 36th Street, 122 Greenwich Street, 350 West 42nd Street, 382-384 Bleecker Street, 350 Bleecker Street, 416-425 Washington Street, 33 West 56th Street and 120 West 57th Street (the “POL Loan Properties”). Each of the POL Loan Properties has a corresponding allocated loan amount which must be repaid upon the sale of the property in order to release the property as collateral for the POL Loans. Properties sold during 2017 and to date in 2018 have been released and are no longer collateral for the POL Loans.

On December 20, 2017, the POL Loans were extended through September 30, 2018 and the Mezzanine Loan balance of $91.6 million was repaid. The Company paid an extension fee of $0.4 million. At December 31, 2017 the Mortgage Loan has an outstanding principal amount of $176.2 million and requires monthly interest payments at a weighted average interest rate of LIBOR plus 3.50%.

Tax Status

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

that, commencing with such taxable year, we have been organized and operated in a manner so that we qualify for taxation as a REIT under the Code. We intend to continue to operate in such a manner during our liquidation process, but no assurance can be given that we will operate in a manner so as to remain qualified for taxation as a REIT. Despite having adopted the Liquidation Plan, in order to continue to qualify for taxation as a REIT we must, among other things, continue to distribute annually at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with generally accepted accounting principles (“GAAP”)) determined without regard for the deduction for dividends paid and excluding net capital gains, and must comply with a number of other organizational and operational requirements until we have completely liquidated. If we continue to qualify for taxation as a REIT, we generally will not be subject to federal corporate income tax on that portion of our REIT taxable income that we distribute to our stockholders. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and properties as well as federal income and excise taxes on our undistributed income.

Competition

The New York City real estate market is highly competitive and there are many competing properties in the New York MSA. With respect to the assets that we own, we compete for tenants based on a number of factors that include location, rental rates, security, suitability of the property’s design to prospective tenants’ needs and the manner in which the property is operated and marketed. Many competitors have substantially greater marketing budgets and financial resources than we do which could limit our success when we compete with them directly. Competition could have a material effect on our occupancy levels, rental rates and on property operating expenses. We also may compete with other entities advised or sponsored by affiliates of the Winthrop Advisor for tenants.

Subsequent to the adoption of the Liquidation Plan we have competition from other properties located in the New York City real estate market both from an operations perspective and with respect to the disposition of our assets. We cannot assure you that the competitive pressures we face will not have a material adverse effect on our business and our net assets in liquidation.

Regulations

Our investments are subject to various federal, state and local laws, ordinances and regulations, including, among other things, zoning regulations, land use controls, environmental controls relating to air and water quality, noise pollution and indirect environmental impacts such as increased motor vehicle activity. We believe that we have all permits and approvals necessary under current law to operate our investments.

Environmental

As an owner of real estate, we are subject to various environmental laws of federal, state and local governments. Compliance with existing laws has not had a material adverse effect on our financial condition or results of operations, and management does not believe it will have such an impact in the future. However, we cannot predict the impact of unforeseen environmental contingencies or new or changed laws or regulations on properties in which we hold an interest.

Employees

We have no employees. The employees of the Winthrop Advisor and their affiliates perform a full range of real estate services for us, including property management, accounting, asset management and investor relations services.

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We are dependent on these affiliates for services that are essential to us, including asset dispositions, asset and property management and other general administrative responsibilities.

Financial Information About Industry Segments

With the adoption of the plan of liquidation, we have only one reporting segment subsequent to January 3, 2017.

Available Information

We electronically file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements and all amendments to those filings with the SEC. You may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F Street, NE, Washington, D.C. 20549, or you may obtain information by calling the SEC at 1-800-SEC-0330. The SEC maintains an internet address at http://www.sec.gov that contains reports, proxy statements and information statements, and other information, which you may obtain free of charge. In addition, copies of our filings with the SEC may be obtained from our website at www.nyrt.com . Access to these filings is free of charge. We are not incorporating our website or any information from the website into this Annual Report on Form 10-K.

Item 1A. Risk Factors.

Set forth below are the risk factors that we believe are material to our investors. The occurrence of any of the risks discussed in this Annual Report on Form 10-K could have a material adverse effect on our business, financial condition and results of operations or could delay or reduce liquidating distributions to our stockholders. In this section, references to “you” refers to the holders of our common stock.

Risks Related to The Liquidation Plan

We cannot assure you of the actual amount you will receive in liquidating distributions pursuant to the Liquidation Plan or when you will receive them.

The net proceeds of the Liquidation Plan will be distributed to stockholders over time in one or more liquidating distributions. The actual amount that we will distribute to you in the liquidation will depend upon the actual amount of our liabilities, the actual proceeds from the sale of our properties, the actual fees and expenses incurred in connection with the sale of our properties, the actual expenses incurred in the administration of our properties prior to disposition, our actual general and administrative expenses, including fees and expense reimbursements paid to the Winthrop Advisor and its affiliates and other liabilities that may be incurred by us, our ability to continue to meet the requirements necessary to retain our status as a REIT throughout the liquidation process, our ability to avoid U.S. federal income and excise taxes throughout the period of the liquidation process and other factors. If our liabilities (including, without limitation, tax liabilities and compliance costs) are greater than we currently expect or if the sales prices of our assets are less than we expect, you will receive less in total liquidating distributions.

Pursuant to the Liquidation Plan, we are seeking to sell most or all of our assets and to pay most or all of the liquidating distributions, other than proceeds from the sale of our remaining interests in WWP, within 12 to 15 months of the Transition Date, although there is no assurance that all of our assets will be sold or final distributions will be made within that time period. We will be unable to pay liquidating distributions until we

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repay the release amounts required to be paid upon property sales under the POL Loans, which may delay the timing of liquidating distributions. Additionally, our board of directors has discretion as to the timing of distributions of net sales proceeds.

While we have previously provided estimates about the timing and amount of liquidating distributions that we will make, these estimates are based on multiple assumptions, one or more of which may prove to be incorrect, and the actual amount of liquidating distributions we pay to you may be more or less than these estimates. We cannot assure you of the actual amount you will receive in liquidating distributions pursuant to the Liquidation Plan or when they will be paid.

If we are unable to find buyers for our assets on a timely basis or at our expected sales prices, our liquidating distributions may be delayed or reduced.

As of the date of this Annual Report on Form 10-K, the 33 West 56 ^th Street Garage, the Viceroy Hotel and our remaining interest in Worldwide Plaza are the only assets remaining that are not subject to a binding sale agreement providing for their sale. The sales prices that we will ultimately be able to obtain for our assets are subject to many variables. For example, in order to find buyers in a timely manner, we may be required to lower our asking price below the low end of our current estimate of the asset’s market value. If we are not able to find buyers for these assets in a timely manner or if we have overestimated the sales prices we will receive, our liquidating distributions to our stockholders would be delayed or reduced. Furthermore, real estate sales prices are constantly changing and fluctuate with changes in interest rates, supply and demand dynamics, occupancy percentages, lease rates, the availability of suitable buyers, the perceived quality and dependability of income flows from tenants and a number of other factors, both local and national. In addition, the amount of transactional fees and expenses or unknown liabilities, if any, may adversely impact the net liquidation proceeds from our assets.

We may require additional capital to implement the Liquidation Plan.

In December 2016, we entered into the POL Loans to repay the Credit Facility in full and provide $260.0 million in additional capital to exercise the WWP Option, which we exercised on June 1, 2017. It is possible we may require additional funds for other capital needs including capital expenditures, working capital and other expenses related to our properties. There is no assurance that we will have sufficient capital to implement the Liquidation Plan effectively. If we need additional capital, we are unlikely to be able to access the capital markets and any failure to obtain financing to meet our capital needs, on favorable terms or at all, could reduce and delay the liquidating distributions we make to our stockholders.

We are dependent on our joint venture partner, which is the administrative member and has day-to-day control over the activities of Worldwide Plaza, and there can be no assurance as to the timing of a sale of Worldwide Plaza or that we will realize our estimated value.

Our largest investment, representing 1.0 million of the 1.7 million rentable square feet in our portfolio as of December 31, 2017, and 95.7% of the 1.1 million rental square footage after the sales closed in 2018, is our 50.1% equity interest in the joint venture that owns Worldwide Plaza. We estimate holding this investment up to November 2021. While we own a majority of the membership interests in Worldwide Plaza, under the Worldwide Plaza joint venture agreement, our joint venture partner, which is a joint venture between an affiliate of SL Green Realty Corp. and a private equity fund sponsored by RXR Realty LLC, is the manager of the joint venture and is responsible for day-to-day management of Worldwide Plaza. All major decisions require the

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consent of the Board of Managers, including the consent of Wendy Silverstein who is our designee on the Board of Managers, however, we do not have control of the day-to-day decisions to be made by Worldwide Plaza, and therefore we are dependent on our joint venture partners and there is a risk of impasse. Additionally, under the joint venture agreement, we would lose approval rights relating to property-level major decisions for Worldwide Plaza if Wendy Silverstein ceased to serve on the Board of Managers and we did not appoint a replacement consented to by our joint venture partners, such consent not to be unreasonably withheld, within 90 days. Investments in joint ventures under certain circumstances, involve risks not present were a third party not involved. Our joint venture partner may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Disputes between us and our joint venture partner may result in litigation. Consequently, actions by or disputes with our joint venture partner might result in subjecting us to additional risk. In addition, in certain circumstances we may be liable for the actions of our joint venture partner or subject to dilution of our interest if we fail to make required capital contributions to the venture.

We have a right to transfer our membership interests in Worldwide Plaza to purchasers meeting certain qualifications, subject to a right of first offer to our joint venture partner. If our interest is not sold prior to, commencing January 18, 2022, we and our joint venture partner also have the right to require the joint venture to market the property owned by it for sale, subject to a right of first offer to our joint venture partner.

Any transferee of our interest would acquire an interest subject to the same limitations on participation in the management of Worldwide Plaza that are applicable to us. There can be no assurance these limitations will not affect our ability to sell our interest in Worldwide Plaza or the amount we would receive on a sale. In addition, we may determine that a sale of the property rather than our interest in Worldwide Plaza is the best way to maximize the value of our interest in Worldwide Plaza. Because we do not have a right to initiate a sale of the property until 2022, a sale of the property could substantially delay the timing of our complete liquidation. In addition, we may be required to transfer our remaining assets to a liquidating entity by January 3, 2019, and the interests in the liquidating entity will generally not be transferable by our shareholders. Additionally, the existence of the right of first offers may delay our ability to sell the Worldwide Plaza property or our interest in Worldwide Plaza on terms and in the timeframe of our choosing and may diminish the price we receive on a sale.

Our management has estimated that the value of Worldwide Plaza could increase to between $1.9 billion and $2.2 billion by November 2021, our estimated sale date of this investment, as a result of actions to be taken through our joint venture. Our venture partners have jointly developed and recommended a capital budget, which we have agreed to. The timing on the sale of the property, and the ultimate value we receive from the sale, are subject to change. The capital plan includes targeted capital improvements aimed at maintaining the institutional quality of the building and an appropriate allocation to allow for critical tenant lease renewals and rolls. In addition, capital will be available for new management to focus on repositioning the property as a more modern asset, with a corresponding program to rebrand and likely rename the building as well as energizing and maximizing the potential of the retail and concourse space. We have set aside approximately $90.7 million from the refinancing proceeds to cover an estimate of our share of potential future leasing and capital costs at the property. Our joint venture partners have committed to contribute their pro-rata share of the budgeted capital investment. Management’s estimate, like any estimate or projection, is subject to various assumptions and uncertainties including the joint venture’s ability to execute on the business plan, tenants paying their rental obligations, the equity capital and financing markets and New York City market conditions generally. There is no assurance that the joint venture will be successful in taking these various actions and that these actions will, in fact, result in the estimated increase in the value of the property.

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Our ability to sell the Worldwide Plaza property may be delayed by a right of first offer held by one of the tenants of the Worldwide Plaza property.

The lease with one of the tenants at the Worldwide Plaza property contains a right of first offer in the event that WWP is selling 100% of the property. The right requires that WWP offer the tenant the option to purchase 100% of the Worldwide Plaza property, at a price (and on other material terms) proposed by WWP prior to selling the Worldwide Plaza property to a third party. If, after a 45-day period, that tenant does not accept the offer, WWP may then sell the Worldwide Plaza property to a third party, provided that WWP will be required to re-offer the property to that tenant if we desire to sell the Worldwide Plaza property for a purchase price (and other economic consideration) less than 92.5% of the initial purchase price contained in the offer to that tenant. The existence of this right of first offer may delay WWP’s ability to sell the Worldwide Plaza property on terms and in the timeframe of our choosing and may diminish the price other potential purchasers may be willing to pay for the Worldwide Plaza property, which may reduce or delay the liquidating distributions that will be paid to our stockholders.

If we are unable to satisfy all of our obligations to creditors, or if we have underestimated our future expenses, the amount of liquidation proceeds will be reduced.

Pursuant to the Liquidation Plan, we intend to file articles of dissolution with the State Department of Assessments and Taxation of Maryland (“SDAT”) promptly after the sale of all of our remaining assets or at such time as we have transferred our remaining assets, subject to our liabilities, into a liquidating entity. Pursuant to Maryland law, we will continue to exist for the purpose of paying, satisfying and discharging any debts or obligations, collecting and distributing its assets, and doing all other acts required to liquidate and wind up its business and affairs. We intend to pay for all liabilities and distribute all of our remaining assets, before we file our articles of dissolution.

Under Maryland law, certain obligations or liabilities imposed by law on our stockholders, directors, or officers cannot be avoided by the dissolution. For example, if we make distributions to our stockholders without making adequate provisions for payment of creditors’ claims, our stockholders could be liable to the creditors to the extent of any payments due to creditors. The liability of any stockholder is, however, limited to the amounts previously received by such stockholder from us (and from any liquidating entity). Accordingly, in such event, a stockholder could be required to return all liquidating distributions previously paid to such stockholder and a stockholder could receive nothing from us under the Liquidation Plan. Moreover, in the event a stockholder has paid taxes on amounts previously received as a liquidating distribution, a repayment of all or a portion of such amount could result in a stockholder incurring a net tax cost if the stockholder’s repayment of an amount previously distributed does not cause a commensurate reduction in taxes payable. Therefore, to the extent that we have underestimated the size of our contingency reserve and distributions to our stockholders have already been paid, our stockholders may be required to return some or all of such distributions.

Decreases in property values may reduce the amount we receive upon sales of our assets, which would reduce the amount you receive in liquidating distributions.

The Liquidation Plan provides for the sale of all or substantially all of our assets, all of which are real estate investments, and we cannot predict whether we will be able to do so at a price or on terms and conditions acceptable to us. Investments in real properties are relatively illiquid. The amount we receive upon sales of our assets depends on the underlying value of our assets, and the underlying value of our assets may be reduced by a number of factors that are beyond our control, including, without limitation, the following:

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changes in general economic or local conditions;

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changes in supply of or demand for similar or competing properties in an area;

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changes in interest rates and availability of mortgage funds that may render the sale of a property difficult or unattractive;

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increases in operating expenses;

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the financial performance of our tenants, and the ability of our tenants to satisfy their obligations under their leases;

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vacancies and inability to lease or sublease space;

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potential major repairs which are not presently contemplated or other contingent liabilities associated with the assets;

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competition; and

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changes in tax, real estate, environmental and zoning laws.

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In addition, because we will only own three properties following the sales completed to date in 2018 and the sale of properties under contract, any item which adversely affects an individual property will have a greater effect on the Company than it would if we owned more properties and were more diversified.

If our liquidation costs or unpaid liabilities are greater than we expect, our liquidating distributions may be delayed or reduced.

Before making the final liquidating distribution, we will need to pay or arrange for the payment of all of our transaction costs in the liquidation, all other costs and all valid claims of our creditors. Our board of directors may also decide to acquire one or more insurance policies covering unknown or contingent claims against us, for which we would pay a premium which has not yet been determined. Our board of directors may also decide to establish a reserve fund to pay these contingent claims. In addition, if the claims of our creditors are greater than we have anticipated, our liquidating distributions may be delayed or reduced from our estimates. Further, if we decide to acquire one or more insurance policies covering unknown or contingent claims against us or a reserve fund is established, payment of liquidating distributions to our stockholders may be delayed or reduced.

Defaults under future sale agreements may delay or reduce liquidating distributions.

In connection with implementing the Liquidation Plan, we will seek to enter into binding sale agreements for each of our remaining properties. The consummation of the potential sales for which we will enter into sale agreements in the future will be subject to satisfaction of closing conditions. If any of the transactions contemplated by these future sale agreements do not close because of a buyer default, failure of a closing condition or for any other reason, we may not be able to enter into a new agreement on a timely basis or on terms that are as favorable as the original sale agreement. Any delay in the completion of asset sales could delay our payment of liquidating distributions to our stockholders. We will also incur additional costs involved in locating a new buyer and negotiating a new sale agreement for this asset. If we incur these additional costs, our liquidating distributions to our stockholders would be reduced.

Pursuing the Liquidation Plan may increase the risk that we will become liable for U.S. federal income and excise taxes.

We generally are not subject to U.S. federal income tax to the extent that we distribute to our stockholders during each taxable year (or, under certain circumstances, during the subsequent taxable year) dividends equal to

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our taxable income for the year (determined without regard to the deduction for dividends paid and by excluding any net capital gain). However, we are subject to U.S. federal income tax to the extent that our taxable income exceeds the amount of dividends distributed to our stockholders for the taxable year. In addition, we are subject to a 4% nondeductible excise tax on the amount, if any, by which certain distributions paid by us with respect to any calendar year are less than the sum of 85% of our ordinary income for that year, plus 95% of our capital gain net income for that year, plus 100% of our undistributed taxable income from prior years.

While we intend to make distributions to our stockholders sufficient to avoid the imposition of any U.S. federal income tax on our taxable income and the imposition of the excise tax, differences in timing between our actual cash flow and the recognition of our taxable income, could cause us to have to either borrow funds on a short-term basis to meet the REIT distribution requirements, find another alternative for meeting the REIT distribution requirements, or pay U.S. federal income and excise taxes. In addition (and as discussed in more detail below), net income from the sale of properties that are “dealer” properties (a “prohibited transaction” under the Code) would be subject to a 100% excise tax. The cost of borrowing or the payment of U.S. federal income and excise taxes would reduce the amount of liquidating distributions to our stockholders.

The sale of our assets may cause us to be subject to a 100% excise tax on the net income from “prohibited transactions,” which would reduce the amount of our liquidating distributions.

REITs are subject to a 100% excise tax on any net income from “prohibited transactions,” which include sales or other dispositions of property held for sale to customers in the ordinary course of the REIT’s trade or business which is not a foreclosure property. The determination of whether property is held for sale to customers in the ordinary course of our trade or business is inherently factual in nature and, thus, cannot be predicted with certainty. The Code provides a “safe harbor” which, if all its conditions are met, would protect a REIT’s property sales from being considered prohibited transactions. The conditions include, among other things, that the property be held by us for at least two years for the production of rental income and that we do not have more than seven property sales in any taxable year (there are alternative conditions to this seven sales condition, but those alternatives could not be met in the context of our complete liquidation). With the exception of the additional interest in Worldwide Plaza acquired pursuant to the WWP Option, each of the properties we currently own has been held by us for at least two years for the production of rental income, and we may attempt to manage the timing of the sales of our properties so that we are able to meet the safe harbor in connection with the Liquidation Plan.

However, if we are to completely liquidate within 24 months of approval of the Liquidation Plan by our stockholders, it is possible that the IRS could take the position that we do not satisfy the safe harbor with respect to the portion of the Worldwide Plaza property we acquired through the exercise of the WWP Option. Regardless of whether a transaction qualifies for the safe harbor, we believe, but cannot assure you, that all of our properties are held for investment, should not be considered to be held for sale to customers in the ordinary course of our trade or business (including our interest in the Worldwide Plaza property and the additional interest acquired through the exercise of the WWP Option) and we intend to structure our property sales pursuant to the Liquidation Plan in a manner that none of these sales will be subject to this tax. However, because of the number of properties that would have to be sold and the inability to meet the safe harbor with respect to at least a portion of the Worldwide Plaza property, there is a risk that the IRS could seek to treat some or all of the property sales as prohibited transactions resulting in the payment of taxes by us, in which case the amount of liquidating distributions to our stockholders could be significantly reduced.

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Completing our liquidation by transferring any remaining assets to a liquidating trust or converting to a limited liability company may cause you to recognize taxable gain prior to the receipt of cash.

The REIT provisions of the Code generally require that each year we distribute as a dividend to our stockholders at least 90% of our REIT taxable income (determined without regard to the dividends paid deduction and excluding net capital gain). Liquidating distributions we make pursuant to the Liquidation Plan will qualify for the dividends paid deduction, provided that they are made within 24 months of the adoption of such plan. Conditions may arise which cause us not to be able to liquidate within such 24-month period. For instance, it may not be possible to sell our assets at acceptable prices during such period. In such event, rather than retain our assets and risk losing our status as a REIT, we intend, for tax purposes, to transfer our remaining assets and liabilities to a liquidating trust or, subject to the approval of our shareholders, convert to a limited liability company in order to meet the 24-month requirement. We may also elect to transfer our remaining assets and liabilities to a liquidating trust or, subject to the approval of our shareholders, convert to a limited liability company within such 24-month period to avoid the costs of operating as a public company. Such a transfer or conversion would be treated for U.S. federal income tax purposes as a distribution of our remaining assets and liabilities to our stockholders, immediately followed by a contribution of the assets and liabilities to the liquidating trust or limited liability company. As a result, you would recognize gain (or loss) in the tax year of such transfer or conversion equal to the difference between (x) your share of the cash and the fair market value of any assets received by the liquidating trust or limited liability company, less any liabilities assumed by the liquidating trust or limited liability company, and (y) your tax basis in your shares of our common stock (reduced by the amount of all prior liquidating distributions paid to you during the liquidation period), prior to the subsequent sale of such assets and the distribution to you of the net cash proceeds, if any. Whether you recognize gain (or loss) is determined separately for each block of shares of our common stock you acquired. Furthermore, for purposes of computing gain (or loss), the fair market value of any remaining assets (net of liabilities) may not necessarily correspond with our share price. Such transfer or conversion also may have adverse tax consequences for tax-exempt and non-U.S. stockholders, including with respect to the on-going activity of the liquidating trust or limited liability company.

In addition, it is possible that the fair market value of the assets received by the liquidating trust or limited liability company, as estimated for purposes of determining the extent of the stockholder’s gain at the time interests in the liquidating trust or limited liability company are received by the stockholders, will exceed the cash and fair market value of property received by the liquidating trust or limited liability company on a sale of the assets. In this case, the stockholder would recognize a loss in a taxable year subsequent to the taxable year in which the gain was recognized. The ability of stockholders to claim this loss may be limited.

Our entity value may be adversely affected by the implementation of the Liquidation Plan.

The implementation of the Liquidation Plan and our engaging in the process of winding-up our operations may dissuade parties that might have an interest in acquiring our company from pursuing such an acquisition and may, especially as the liquidation process progresses and draws closer to completion, also preclude other possible courses of action not yet identified by our board of directors. Our sale of assets may have reduced the likelihood of a party making an offer to acquire us at an entity-level for a value that exceeds what we could realize from individual asset sales.

Our board of directors may terminate or amend the Liquidation Plan without stockholder approval.

Our board of directors has adopted and approved the Liquidation Plan and may terminate the Liquidation Plan without stockholder approval (i) if our board of directors approves us entering into an agreement involving

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the sale or other disposition of all or substantially all of our assets or common stock by merger, consolidation, share exchange, business combination, sale or other transaction involving us or (ii) if our board of directors determines, in exercise of its duties under Maryland law, after consultation with its advisor and its financial advisor (if applicable) or other third party experts familiar with the market for Manhattan office properties, that there is an adverse change in the market for Manhattan office properties that reasonably would be expected to adversely affect proceeding with the Liquidation Plan. This power of termination may be exercised up to the time that the articles of dissolution have been accepted for record by the SDAT. In addition, our board of directors may amend the Liquidation Plan without further action by our stockholders to the extent permitted under then current law. Subject to the conditions described above, our board of directors may conclude either that its duties under applicable law require it to pursue business opportunities that present themselves or that abandoning the Liquidation Plan is otherwise in our best interests. If our board of directors elects to pursue any alternative to the Liquidation Plan, our stockholders will not receive any further liquidating distributions.

Because liquidating distributions may be made in multiple tax years, if we were to abandon the Liquidation Plan in a tax year subsequent to one in which we already made liquidating distributions, the timing and character of your taxation with respect to liquidating distributions made to you in the prior tax year could change, which may subject you to tax liability (which tax liability could be at ordinary income rather than capital gains rates) in the prior tax year that you would not otherwise have been subject to, and we could lose our REIT status as of the beginning of such prior tax year.

The U.S. federal income tax consequences of abandoning the Liquidation Plan are not entirely clear once we have begun making liquidating distributions, in particular because liquidating distributions could be made in multiple tax years during the 24 months we have for U.S. federal income tax purposes to complete our liquidation after the Liquidation Plan has been approved by our stockholders. In general, distributions to you under the Liquidation Plan, including your pro rata share of the fair market value of any assets that are transferred to a limited liability company or a liquidating trust, should not be taxable to you for U.S. federal income tax purposes until the aggregate amount of liquidating distributions to you exceeds your adjusted tax basis in your shares of our common stock, and then should be taxable to you as capital gain or loss (assuming you hold your shares as a capital asset). However, if we abandon the Liquidation Plan, the U.S. federal income tax treatment of any liquidating distributions already made pursuant to the Liquidation Plan would change because they would no longer be treated as having been made as part of our complete liquidation. Instead, any such distributions would be treated as either a dividend made with respect to the shares you hold, subject to the normal rules of U.S. federal income tax, the same as dividends you received prior to our adoption of the Liquidation Plan were subject to, or as payment to you for the sale or exchange of your shares in partial redemption of them. Whether sale or distribution treatment would apply to you depends on your particular circumstances and we cannot predict which would apply; however, regardless of which treatment would apply, each distribution likely would be at least be partially taxable to you. Accordingly, if we had made liquidating distributions in the tax year we adopted the Liquidation Plan which did not exceed your tax basis in your shares (and therefore were not taxable to you), and we abandoned the Liquidation Plan in the subsequent tax year, you may now have a tax liability with respect to the distributions made to you in the prior tax year, and, if they are treated as distributions rather than a sale or exchange, whether you are taxed at ordinary income or capital gains rates may depend on whether we had declared any portion of such distributions as capital gain dividends. In addition, liquidating distributions we make pursuant to the Liquidation Plan qualify for the dividends paid deduction (which helps us ensure we meet our annual distribution requirement during our liquidation process), provided that they are made within 24 months of the adoption of such plan; however, if such distributions were no longer made pursuant to our complete liquidation within 24 months of the adoption of the Liquidation Plan, whether any part of such distributions qualify for the dividends paid deduction will depend on different criteria.

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If we had made some liquidating distributions in one tax year and we abandoned the Liquidation Plan in the subsequent tax year, it is possible that we may not have made sufficient distributions in that first tax year to satisfy our annual distribution requirement for that tax year which, if we are unable to cure such failure, could result in the loss of our REIT status effective as of the beginning of that first tax year.

Stockholder litigation related to the Liquidation Plan could result in substantial costs and distract our management.

Historically, extraordinary corporate actions by a company, such as the Liquidation Plan, often lead to securities class action lawsuits being filed against that company. We were already subject to a stockholder lawsuit, which has subsequently been dismissed on the basis of a provision in the Company’s bylaws providing that the state or federal courts of Maryland are the sole and exclusive forum, and which could be appealed, that included claims related to the strategic alternatives process that led to the approval of the Liquidation Plan and may become subject to more of this type of litigation as a result of the Liquidation Plan. Defending ourselves in this litigation may be expensive and, even if we ultimately prevail, the process of defending against lawsuits will divert management’s attention from implementing the Liquidation Plan and otherwise operating our business. If we do not prevail in any lawsuit, we may be liable for damages. We cannot predict the amount of any such damages, however, if applicable, they may be significant and may cause liquidating distributions to our stockholders to be delayed.

Stockholders could be liable to creditors to the extent of liquidating distributions received if contingent reserves are insufficient to satisfy our liabilities.

If a court holds at any time that we have failed to make adequate provision for our expenses and liabilities or if the amount ultimately required to be paid in respect of such liabilities exceeds the amount available from the contingency reserve and the assets of the limited liability company or the liquidating trust, our creditors could seek an injunction to prevent us from making distributions under the Liquidation Plan. Any such action could delay or substantially diminish the cash distributions to be paid to stockholders or holders of beneficial interests of the limited liability company or the liquidating trust under the Liquidation Plan.

Our common stock may be delisted from the NYSE.

Under the rules of the NYSE, the exchange has discretionary authority to delist our common stock if we proceed with the Liquidation Plan. In addition, the exchange may commence delisting proceedings against us if (i) the average closing price of our common stock falls below $1.00 per share over a 30-day consecutive trading period, (ii) our average market capitalization falls below $15.0 million over a 30-day consecutive trading period, or (iii) we lose our REIT qualification. Even if the NYSE does not move to delist our common stock, we may voluntarily delist our common stock from the NYSE in an effort to reduce our operating expenses and maximize our liquidating distributions. If our common stock is delisted, you may have difficulty trading your shares of our common stock on the secondary market, to the extent one develops or exists.

Interests in a limited liability company in which the Company is converted or any liquidating trust we may establish pursuant to the Liquidation Plan will be generally non-transferable.

If we cannot sell our assets and pay our debts by January 3, 2019, the 24-month anniversary of stockholder approval of the Liquidation Plan, we intend, for tax purposes, to convert to a limited liability company, subject to approval of our shareholders, or transfer and assign our remaining assets and liabilities to a liquidating trust.

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Any stockholders who have not sold their shares of common stock prior to this transfer and assignment will receive membership interests in the limited liability company or beneficial interests in the liquidating trust equivalent to their ownership interests in us as represented by the shares of our common stock they held prior to the transfer and assignment. Membership interests in the limited liability company or beneficial interests in the liquidating trust will be generally non-transferable except by will, intestate succession or operation of law. Because of the illiquid nature of these interests, there can be no assurance as to how long any holder thereof may be required to hold them.

Risks Related to Our Properties and Operations

All of our properties are located in the New York MSA, making us dependent upon the economic climate in New York City.

All of the real estate assets we own are located in the New York MSA. We are subject to risks generally inherent in concentrating investments in a certain geography. These risks resulting from a lack of diversification may become even greater in the event of a downturn in the commercial real estate industry and could significantly adversely affect the value of our properties. A downturn in New York City’s economy, in a submarket within New York City or in the overall national economy could, for example, result in reduced demand for office or lodging space. Likewise, declines in the financial services or media sectors may have a disproportionate adverse effect on the New York City real estate market. We believe that there has been a softening in the market for real estate in New York City which has affected and could continue to affect the proceeds from sales of our properties.

Because our portfolio includes commercial office buildings located in the New York MSA, which has a relatively large number of financial and professional services sector, significant job losses in the financial and professional services sector, may decrease demand for office space, causing market rental rates and property values to be negatively impacted.

We may be adversely affected by certain trends that reduce demand for office real estate.

Some businesses are rapidly evolving to increasingly permit employee telecommuting, flexible work schedules, open workplaces and teleconferencing. These practices enable businesses to reduce their space requirements. A continuation of the movement towards these practices could over time erode the overall demand for office space and, in turn, place downward pressure on occupancy, rental rates and property valuations.

We face significant competition for tenants.

The New York City real estate market is highly competitive and there are many competing properties in the New York MSA. With respect to the assets that we own, we compete for tenants based on a number of factors that include location, rental rates, security, suitability of the property’s design to prospective tenants’ needs and the manner in which the property is operated and marketed. Many competitors have substantially greater marketing budgets and financial resources than we do, which could limit our success when we compete with them directly. Competition could have a material effect on our occupancy levels, rental rates and on property operating expenses. We also may compete with other entities advised or sponsored by affiliates of the Winthrop Advisor for tenants.

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We may be unable to renew leases or re-lease space as leases expire.

We may be unable to renew expiring leases on terms and conditions that are as, or more, favorable as the terms and conditions of the expiring leases. In addition, vacancies may occur at one or more of our properties due to a default by a tenant on its lease or expiration of a lease. Vacancies may reduce the value of a property as a result of reduced cash flow generated by the property. In addition, changes in space utilization by our tenants may impact our ability to renew or relet space without the need to incur substantial costs in renovating or redesigning the internal configuration of the relevant property. If we are unable to promptly renew expiring leases or release the space at similar rates or if we incur substantial costs in renewing or release the space, our cash flow and the amount of liquidating distributions we pay could be adversely affected.

We also may experience a decrease in occupancy and rental rates accompanied by increases in the cost of re-leasing space (including for tenant improvements) and in uncollectible receivables. Early lease terminations may significantly contribute to a decline in occupancy of our office properties and may adversely affect the value of the impacted property. While lease termination fees increase current period income, future rental income may be diminished. During periods in which market rents decline, it is unlikely that we will collect from replacement tenants the full contracted amount which had been payable under the terminated leases.

Tenant credit concentrations make us more susceptible to adverse events with respect to those tenants.

As of December 31, 2017, the following existing tenants represented 5% or more of our total annualized cash base rents:


Tenant	Percentage of Annualized Cash Base Rent
Cravath, Swaine & Moore, LLP [1]		17	%
Nomura Holdings America, Inc. [1]		11	%

(1)	Annualized cash base rent reflects our 50.1% pro rata share of rent generated by Worldwide Plaza.

The financial failure of any or all of these tenants is likely to have a material adverse effect on our results of operations, our financial condition, the value of the applicable property or the amount or timing of liquidating distributions. In addition, the value of our properties are driven in part by the credit quality of the underlying tenants, and an adverse change in the tenants’ financial conditions or a decline in the credit rating of such tenants may result in a decline in the value of our properties.

If a tenant declares bankruptcy, we may be unable to collect balances due under relevant leases.

Any of our tenants, or any guarantor of a tenant’s lease obligations, could be subject to a bankruptcy proceeding pursuant to Title 11 of the bankruptcy laws of the United States. A bankruptcy filing by one of our tenants or any guarantor of a tenant’s lease obligations would bar all efforts by us to collect pre-bankruptcy debts from these entities or their properties, unless we receive an enabling order from the bankruptcy court. There is no assurance the tenant or its trustee would agree to assume the lease. If a lease is rejected by a tenant in bankruptcy, we would have a general unsecured claim for damages and it is unlikely we would receive any payments from the tenant.

A tenant or lease guarantor bankruptcy could delay efforts to collect past due balances under the relevant leases, and could ultimately preclude full collection of these sums. A tenant or lease guarantor bankruptcy could cause a decrease or cessation of rental payments, which could adversely affect our financial condition or the amount or timing of our liquidating distributions.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

Our ability to operate our business and implement the Liquidation Plan depends upon the participation of executive officers, and other key personnel of the Winthrop Advisor, and there is no assurance that the advisory agreement with the Winthrop Advisor (the “Current Advisory Agreement”) will continue to be extended or that such officers and personnel will remain in place.

We are an externally managed company and have no employees of our own, and our ability to operate our business, including implementing the Liquidation Plan and otherwise operate on a day-to-day basis, will depend to a significant degree upon the contributions of our executive officers, and other key personnel of the Winthrop Advisor. Personnel and services that we require are provided to us under contracts with an external advisor, and we are dependent on an external advisor to manage our operations and manage our real estate assets, including sale of our real estate assets. These responsibilities also include arranging financings, providing accounting services, providing information technology services, preparing and filing all reports required to be filed by it with the SEC, the IRS and other regulatory agencies, maintaining our REIT status, and maintaining our compliance with the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”).

On February 28, 2018, the Company and the Winthrop Advisor entered into an amendment to the Current Advisory Agreement providing for a term ending March 31, 2018 and providing that the Current Advisory Agreement will automatically renew for a one month period on the expiration of any renewal term, unless terminated by either the Company or the Winthrop Advisor on 45 days’ notice before the expiration of any renewal term. In addition, the amendment provides that commencing March 1, 2018, the Company will reimburse the Winthrop Advisor for the compensation of Wendy Silverstein as chief executive officer of the Company or otherwise, in such amount as may be agreed to.

The parties are continuing discussions as to the amount of compensation to be paid to Ms. Silverstein and reimbursed by the Company and the extension of the Current Advisory Agreement for a longer term. There can be no assurance that an agreement will be reached or that the Current Advisory Agreement will continue to be renewed.

The termination of the Current Advisory Agreement or the loss of, or inability to retain, any key personnel of the Winthrop Advisor could adversely affect our business or our ability to successfully implement the Liquidation Plan. Under the Current Advisory Agreement, on the Transition Date, we appointed Wendy Silverstein as our chief executive officer and John Garilli as our chief financial officer, but there can be no assurance that the Winthrop Advisor will otherwise be able to retain the services of Wendy Silverstein or other executive officers and other key personnel needed to successfully implement the Liquidation Plan.

Any adverse changes in the financial condition of, or our relationship with, the Winthrop Advisor could hinder our ability to successfully manage our operations and our portfolio of investments and implement our plan of liquidation. Additionally, changes in ownership or management practices, the occurrence of adverse events affecting the Winthrop Advisor or its affiliates or other companies advised by the Winthrop Advisor and its affiliates could create adverse publicity and adversely affect us and our relationship with lenders, tenants or counterparties.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

Our operating results are affected by economic and regulatory changes that have an adverse impact on the real estate market in general.

Our operating results are subject to risks generally incident to the ownership of real estate, including:

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changes in general economic or local conditions;

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changes in supply of or demand for similar or competing properties in an area;

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changes in interest rates and availability of mortgage funds that may render the sale of a property difficult or unattractive;

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increases in operating expenses;

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vacancies and inability to lease or sublease space;

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changes in tax, real estate, environmental and zoning laws; and

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periods of high interest rates and tight money supply.

Uninsured losses relating to real property or excessively expensive premiums for insurance coverage would reduce our cash flows and our liquidating distributions.

Our general liability coverage, property insurance coverage and umbrella liability coverage on all our properties may not be adequate to insure against liability claims and provide for the costs of defense. Similarly, we may not have adequate coverage against the risk of direct physical damage or to reimburse us on a replacement cost basis for costs incurred to repair or rebuild each property. Moreover, there are types of losses, generally catastrophic in nature, such as losses due to wars, acts of terrorism, earthquakes, floods, hurricanes, pollution or environmental matters that are uninsurable or not economically insurable, or may be insured subject to limitations, such as large deductibles or co-payments. Insurance risks associated with such catastrophic events could sharply increase the premiums we pay for coverage against property and casualty claims.

This risk is particularly relevant with respect to potential acts of terrorism. The Terrorism Risk Insurance Act of 2002 (the “TRIA”), under which the U.S. federal government bears a significant portion of insured losses caused by terrorism, will expire on December 31, 2020, and there can be no assurance that Congress will act to renew or replace the TRIA following its expiration. In the event that the TRIA is not renewed or replaced, terrorism insurance may become difficult or impossible to obtain at reasonable costs or at all, which may result in adverse impacts and additional costs to us.

Changes in the cost or availability of insurance due to the non-renewal of the TRIA or for other reasons could expose us to uninsured casualty losses. If any of our properties incurs a casualty loss that is not fully insured, the value of our assets will be reduced by any such uninsured loss, which would reduce our liquidating distributions. In addition, other than any working capital reserve or other reserves we may establish, we have no source of funding to repair or reconstruct any uninsured property. Also, to the extent we must pay unexpectedly large amounts for insurance, the amount of liquidating distributions we make to our stockholders would be negatively impacted.

Additionally, mortgage lenders insist in some cases that commercial property owners purchase coverage against terrorism as a condition for providing mortgage loans. Accordingly, to the extent terrorism risk insurance policies are not available at reasonable costs, if at all, our ability to finance or refinance our properties could be impaired. In such instances, we may be required to provide other financial support, either through financial assurances or self-insurance, to cover potential losses. We may not have adequate, or any, coverage for such losses.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

Terrorist attacks and other acts of violence, civilian unrest, or war may affect the markets in which we operate our business and our profitability.

Our properties are located in the New York MSA which has experienced, and remains susceptible to, terrorist attacks. In addition, any kind of terrorist activity or violent criminal acts, including terrorist acts against public institutions or buildings or modes of public transportation (including airlines, trains or buses) could have a negative effect on our business and the value of our properties. More generally, any terrorist attack, other act of violence or war, including armed conflicts, could result in increased volatility in, or damage to, the worldwide financial markets and economy including demand for properties and the availability of financing.

Our property taxes could increase due to reassessment or property tax rate changes.

We are required to pay real property taxes in respect of our properties and such taxes may increase as our properties are reassessed by taxing authorities or as property tax rates change. An increase in the assessed value of our properties or our property tax rates could adversely impact our financial condition, results of operations and reduce the amount of liquidating distributions we make to our stockholders.

Costs of complying with governmental laws and regulations, including those relating to environmental matters and discovery of previously undetected environmentally hazardous conditions may adversely affect our operating results.

Under various federal, state and local environmental laws, ordinances and regulations (including those of foreign jurisdictions), a current or previous owner or operator of real property may be liable for the cost of removal or remediation of hazardous or toxic substances on, under or in such property. The costs of removal or remediation could be substantial. Such laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of such hazardous or toxic substances. Environmental laws also may impose restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures. Environmental laws provide for sanctions for noncompliance and may be enforced by governmental agencies or, in certain circumstances, by private parties. Certain environmental laws and common law principles could be used to impose liability for release of and exposure to hazardous substances, including asbestos-containing materials into the air, and third parties may seek recovery from owners or operators of real properties for personal injury or property damage associated with exposure to released hazardous substances.

In addition, when excessive moisture accumulates in buildings or on building materials, mold growth may occur, particularly if the moisture problem remains undiscovered or is not addressed over a period of time. Some molds may produce airborne toxins or irritants. Concern about indoor exposure to mold has been increasing, as exposure to mold may cause a variety of adverse health effects and symptoms, including allergic or other reactions. As a result, the presence of significant mold at any of our properties could require us to undertake a costly remediation program to contain or remove the mold from the affected property, which would adversely affect our operating results.

The cost of defending against claims of liability, of compliance with environmental regulatory requirements, of remediating any contaminated property, or of paying personal injury claims could materially adversely affect our business, the value of our properties or our results of operations and, consequently, the amounts available to make liquidating distributions to our stockholders.

Environmental laws also may impose liens on property or restrictions on the manner in which property may be used or businesses may be operated, and these restrictions may require substantial expenditures or prevent us

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FORM 10-K

DECEMBER 31, 2017

from operating such properties. Some of these laws and regulations have been amended so as to require compliance with new or more stringent standards as of future dates. Compliance with new or more stringent laws or regulations or stricter interpretation of existing laws may require us to incur material expenditures. Future laws, ordinances or regulations may impose material environmental liability.

There are costs associated with complying with the Americans with Disabilities Act of 1990 (the “Disabilities Act”).

Our properties are subject to the Disabilities Act. Under the Disabilities Act, all places of public accommodation are required to comply with federal requirements related to access and use by disabled persons. The Disabilities Act has separate compliance requirements for “public accommodations” and “commercial facilities” that generally require that buildings and services, including restaurants and retail stores, be made accessible and available to people with disabilities. The Disabilities Act’s requirements could require removal of access barriers and could result in the imposition of injunctive relief, monetary penalties, or, in some cases, an award of damages.

Our business could suffer in the event the Winthrop Advisor or any other party that provides us with services essential to our operations experiences system failures or cyber-incidents or a deficiency in cybersecurity.

Despite system redundancy, the implementation of security measures and the existence of a disaster recovery plan for the internal information technology systems of the Winthrop Advisor and other parties that provide us with services essential to our operations, we are vulnerable to damages from any number of sources, including computer viruses, unauthorized access, energy blackouts, natural disasters, terrorism, war and telecommunication failures. Any system failure or accident that causes interruptions in our operations could result in a material disruption to our business.

A cyber-incident is considered to be any adverse event that threatens the confidentiality, integrity or availability of information resources. More specifically, a cyber-incident is an intentional attack or an unintentional event that can result in third parties gaining unauthorized access to systems to disrupt operations, corrupt data or steal confidential information. As reliance on technology in our industry has increased, so have the risks posed to the systems of the Winthrop Advisor and other parties that provide us with services essential to our operations. In addition, the risk of a cyber-incident, including by computer hackers, foreign governments and cyber terrorists, has generally increased as the number, intensity and sophistication of attempted attacks and intrusions from around the world have increased. Even the most well protected information, networks, systems and facilities remain potentially vulnerable because the techniques used in such attempted attacks and intrusions evolve and generally are not recognized until launched against a target, and in some cases are designed not to be detected and, in fact, may not be detected.

The remediation costs and lost revenues experienced by a victim of a cyber-incident may be significant and significant resources may be required to repair system damage, protect against the threat of future security breaches or to alleviate problems, including reputational harm, loss of revenues and litigation, caused by any breaches.

In addition, a security breach or other significant disruption involving the IT networks and related systems of the Winthrop Advisor or any other party that provides us with services essential to our operations could:

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result in misstated financial reports, violations of loan covenants, missed reporting deadlines and/or missed permitting deadlines;

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

•

affect our ability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT;

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result in the unauthorized access to, and destruction, loss, theft, misappropriation or release of, proprietary, confidential, sensitive or otherwise valuable information (including information about guests at our hotel or tenants), which others could use to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes;

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result in our inability to maintain the building systems relied upon by our tenants for the efficient use of their leased space;

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require significant management attention and resources to remedy any damages that result;

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subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or

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adversely impact our reputation among our tenants, guests at our hotel and investors generally.

Although the Winthrop Advisor and other parties that provide us with services essential to our operations intend to continue to implement industry-standard security measures, there can be no assurance that those measures will be sufficient, and any material adverse effect experienced by the Winthrop Advisor and other parties that provide us with services essential to our operations could, in turn, have an adverse impact on us.

Risks Related to Conflicts of Interest

Employees of the Winthrop Advisor, including employees who will be our executive officers, face conflicts of interest related to the positions they hold with the Winthrop Advisor and its affiliates.

We are an externally managed company and have no employees. Employees or consultants of the Winthrop Advisor who will provide services to us, including employees or consultants who will serve as our officers, also hold or may hold positions with the Winthrop Advisor and its affiliates and provide services with respect to other entities or with respect to other properties or businesses of the Winthrop Advisor and its affiliates, which could result in conflicts of interest.

The Winthrop Advisor and its affiliates or entities that they advise own properties, and may seek to acquire additional properties, in the New York metropolitan area. Conflicts could result in actions or inactions by the Winthrop Advisor or employees or consultants of the Winthrop Advisor, including employees or consultants who will be our executive officers, that are detrimental to our business. Conflicts with our business and interests are most likely to arise from involvement in activities related to (a) allocation of management time and services between us and the other entities, (b) terms and timing of sales of properties (c) the lease of vacant space or renewal of existing leases at our properties as compared to properties owned or managed by affiliates of the Winthrop Advisor, and (d) any decision to sell our company and abandon the Liquidation Plan.

The Winthrop Advisor and its affiliates face conflicts of interest relating to the structure of the fees they receive, which could result in actions that are not necessarily in the long-term best interests of our stockholders.

Under the Current Advisory Agreement, the Winthrop Advisor is entitled to certain fees and other compensation which may result in its interests not being wholly aligned with those of our stockholders. For example, the Winthrop Advisor could be motivated to recommend certain actions that could increase the potential that it will earn incentive fees, but which may not be consistent with actions desired by our stockholders.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

Risks Related to our Corporate Structure and Common Stock

The trading price of our common stock may fluctuate.

The trading price of our common stock may fluctuate widely as a result of a number of factors, many of which are outside our control. In addition, the stock market is subject to fluctuations in the share prices and trading volumes that affect the market prices of the shares of many companies. These broad market fluctuations have in the past and may in the future adversely affect the market price of our common stock. Among the factors that could affect the price of our common stock are:

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our financial condition and performance;

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the financial condition of our tenants, including the extent of tenant bankruptcies or defaults;

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actual or anticipated quarterly fluctuations in our operating results and financial condition;

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our dividend policy, including the suspension of dividends;

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the reputation of REITs and real estate investments generally and the attractiveness of REIT equity securities in comparison to other equity securities, including securities issued by other real estate companies, and fixed income securities;

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our reputation and the reputation of the Winthrop Advisor and its affiliates;

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uncertainty and volatility in the equity and credit markets;

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fluctuations in interest rates;

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changes in revenue or earnings estimates or publication of research reports and recommendations by financial analysts or actions taken by rating agencies with respect to our securities or those of other REITs;

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speculation in the press or investment community;

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sales of our assets pursuant to the Liquidation Plan;

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our common stock being removed from indexes due to the Liquidation Plan;

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the Liquidation Plan causing us to no longer qualify to be held by certain institutional investors under their governing documents;

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strategic actions by our competitors, such as acquisitions or restructurings;

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the extent of institutional investor interest in us;

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the extent of short-selling of our common stock and the shares of our competitors;

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fluctuations in the stock price and operating results of our competitors;

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general financial and economic market conditions and, in particular, developments related to market conditions for REITs and other real estate related companies;

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domestic and international economic factors unrelated to our performance; and

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all other risk factors addressed elsewhere in this Annual Report on Form 10-K.

We depend on our OP and its subsidiaries for cash flow and are structurally subordinated in right of payment to the obligations of our OP and its subsidiaries.

Our only significant asset is the general partnership interests we own in our OP and assets held by us for the use and benefit of our OP. We conduct, and intend to continue conducting, all of our business operations through

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

our OP. Accordingly, we rely on distributions from our OP and its subsidiaries of their net earnings and cash flows.

There is no assurance that our OP or its subsidiaries will be able to, or be permitted to, pay distributions to us that will enable us to pay our obligations. Each of our OP’s subsidiaries is a distinct legal entity and, under certain circumstances, legal and contractual restrictions may limit our ability to obtain cash from these entities. In addition, because we are a holding company, stockholder claims will be structurally subordinated to all existing and future liabilities and obligations of our OP and its subsidiaries. Therefore, in connection with implementing the Liquidation Plan or in the event of our bankruptcy or reorganization, our assets and those of our OP and its subsidiaries will be able to satisfy stockholder claims as stockholders only after all of our and our OP’s and its subsidiaries liabilities and obligations have been paid in full.

Our rights and the rights of our stockholders to recover claims against our officers and directors are limited, which could reduce recoveries against them if they cause us to incur losses.

Subject to certain limitations set forth therein or under Maryland law, our charter provides that no director or officer will be liable to us or our stockholders for monetary damages and requires us to indemnify our directors and our officers. Maryland law provides that a director has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in the corporation’s best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. We and our stockholders also may have more limited rights against our directors and officers than might otherwise exist under common law, which could reduce recoveries against them. In addition, we may be obligated to fund the defense costs or otherwise reimburse for losses incurred by our directors, officers, employees and agents, or the Advisor, the Winthrop Advisor and their respective affiliates in some cases pursuant to our agreements with them.

The limit on the number of shares a person may own may discourage a takeover that could otherwise result in a premium price to our stockholders.

Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT. Unless exempted by our board of directors, no person may own more than 9.8% in value of the aggregate of the outstanding shares of our stock or more than 9.8% (in value or number, whichever is more restrictive) of any class or series of the outstanding shares of our stock. This restriction may have the effect of delaying, deferring or preventing a change in control of our company, including an extraordinary transaction (such as a merger, tender offer or sale of all or substantially all our assets) that might provide a premium price for holders of our common stock. Similarly, this restriction further limits a stockholder’s ability to sell shares.

Maryland law prohibits certain business combinations, which may make it more difficult for us to be acquired.

Under Maryland law, “business combinations” between a Maryland corporation and an interested stockholder or an affiliate of an interested stockholder are prohibited for five years after the most recent date on which the interested stockholder becomes an interested stockholder. These business combinations include a merger, consolidation, share exchange or, in circumstances specified in the statute, an asset transfer or issuance or reclassification of equity securities. An interested stockholder is defined as:

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any person who beneficially owns 10% or more of the voting power of the corporation’s outstanding voting stock; or

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

•

an affiliate or associate of the corporation who, at any time within the two-year period prior to the date in question, was the beneficial owner of 10% or more of the voting power of the then-outstanding stock of the corporation.

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A person is not an interested stockholder under the statute if the board of directors approved in advance the transaction by which he or she otherwise would have become an interested stockholder. However, in approving a transaction, the board of directors may provide that its approval is subject to compliance, at or after the time of approval, with any terms and conditions determined by the board of directors.

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After the five-year prohibition, any business combination between the Maryland corporation and an interested stockholder generally must be recommended by the board of directors of the corporation and approved by the affirmative vote of at least:

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80% of the votes entitled to be cast by holders of outstanding shares of voting stock of the corporation; and

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two-thirds of the votes entitled to be cast by holders of voting stock of the corporation other than shares held by the interested stockholder with whom or with whose affiliate the business combination is to be effected or held by an affiliate or associate of the interested stockholder.

These super-majority vote requirements do not apply if the corporation’s common stockholders receive a minimum price, as defined under Maryland law, for their shares in the form of cash or other consideration in the same form as previously paid by the interested stockholder for its shares. The business combination statute permits various exemptions from its provisions, including business combinations that are exempted by the board of directors prior to the time that the interested stockholder becomes an interested stockholder. The business combination statute may discourage others from trying to acquire control of us and increase the difficulty of consummating any offer.

Maryland law limits the ability of a third-party to buy a large ownership interest in us and exercise voting power in electing directors, which may discourage a takeover that could otherwise result in a premium price to our stockholders.

The Maryland Control Share Acquisition Act provides that “control shares” of a Maryland corporation acquired in a “control share acquisition” have no voting rights except to the extent approved by the affirmative vote of stockholders entitled to cast two-thirds of the votes entitled to be cast on the matter. Shares of stock owned by the acquirer, by officers or by employees who are directors of the corporation, are excluded from shares entitled to vote on the matter. “Control shares” are voting shares of stock which, if aggregated with all other shares of stock owned by the acquirer or in respect of which the acquirer can exercise or direct the exercise of voting power (except solely by virtue of a revocable proxy), would entitle the acquirer to exercise voting power in electing directors within specified ranges of voting power. Control shares do not include shares the acquiring person is then entitled to vote as a result of having previously obtained stockholder approval. A “control share acquisition” means the acquisition of issued and outstanding control shares. The control share acquisition statute does not apply (a) to shares acquired in a merger, consolidation or share exchange if the corporation is a party to the transaction, or (b) to acquisitions approved or exempted by the charter or bylaws of the corporation. Our bylaws contain a provision exempting from the Control Share Acquisition Act any and all acquisitions of our stock by any person. There can be no assurance that this provision will not be amended or eliminated at any time in the future.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

Retail Industry Risks

Retail conditions may adversely affect our income.

A total of 7% of our property holdings measured by rentable square feet as of December 31, 2017 is comprised of commercial retail properties located in the New York MSA. A retail property’s revenues and value may be adversely affected by a number of factors, many of which apply to real estate investment generally, but which also include trends in the retail industry and perceptions by retailers or shoppers of the safety, convenience and attractiveness of the retail property. In addition, to the extent that the investing public has a negative perception of the retail sector, the value of our retail properties may be negatively impacted.

Some of our leases provide for base rent plus contractual base rent increases. We also have leases that include provisions for the tenant to pay contingent rental income based on a percent of the tenant’s sales upon the achievement of certain sales thresholds or other targets which may be monthly, quarterly or annual targets. Under those leases which contain contingent rent clauses, our revenue from tenants may increase as the sales of our tenants increase. Generally, retailers face declining revenues during downturns in the economy. As a result, the portion of our revenue which we derive from contingent rent leases could decline in a general economic downturn.

Our revenue will be impacted by the success and economic viability of our anchor retail tenants. Our reliance on single or significant tenants in certain buildings may decrease our ability to lease vacated space.

In the retail sector, any tenant occupying a large portion of the gross leasable area of a retail center, a tenant of any of the triple-net single-user retail properties outside the primary geographical area of investment, commonly referred to as an anchor tenant, or a tenant that is our anchor tenant at more than one retail center, may become insolvent, may suffer a downturn in business, or may decide not to renew its lease. Any of these events would result in a reduction or cessation in rental payments to us and would adversely affect our results of operations and our financial condition and could reduce or delay our liquidating distributions. A lease termination by an anchor tenant could result in lease terminations or reductions in rent by other tenants whose leases permit cancellation or rent reduction if another tenant’s lease is terminated. We may own properties where the tenants may have rights to terminate their leases if certain other tenants are no longer open for business. These “co-tenancy” provisions also may exist in some leases where we own a portion of a retail property and one or more of the anchor tenants leases space in that portion of the center not owned or controlled by us. If such tenants were to vacate their space, tenants with co-tenancy provisions would have the right to terminate their leases with us or seek a rent reduction from us. In such event, we may be unable to re-lease the vacated space. Similarly, the leases of some anchor tenants may permit the anchor tenant to transfer its lease to another retailer. The transfer to a new anchor tenant could cause customer traffic in the retail center to decrease and thereby reduce the income generated by that retail center. A lease transfer to a new anchor tenant could also allow other tenants to make reduced rental payments or to terminate their leases at the retail center. If we are unable to re-lease the vacated space to a new anchor tenant, we may incur additional expenses in order to re-model the space to be able to re-lease the space to more than one tenant.

Competition with other retail channels may reduce our profitability.

Our retail tenants face potentially changing consumer preferences and increasing competition from other forms of retailing, such as retailing conducted through internet websites (which we refer to as e-commerce), discount shopping centers, outlet centers, upscale neighborhood strip centers, catalogues and other forms of direct marketing, discount shopping clubs and telemarketing. Other retail properties within the market area of our

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FORM 10-K

DECEMBER 31, 2017

retail properties may compete with our retail properties for customers, affecting their tenants’ cash flows and thus affecting their ability to pay rent. In addition, some of our tenants’ rent payments may be based on the amount of sales revenue that they generate. If these tenants experience competition, the amount of their rent may decrease and our cash flow will decrease.

Moreover, the use of the internet by consumers continues to gain popularity and migration towards e-commerce is expected to continue. This increase in internet sales could result in a downturn in the business of our current tenants in their “brick and mortar” locations and could affect the way future tenants lease space.

Lodging Industry Risks

Our hotel is subject to all the risks common to the hotel industry and subject to market conditions that affect all hotel properties.

One of the properties we own is a hotel located in New York City that is subject to all the risks of the hotel industry, particularly the hotel industry in the New York MSA, which may include:

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increases in supply of hotel rooms that exceed increases in demand;

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increases in energy costs and other travel expenses that reduce business and leisure travel;

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reduced business and leisure travel due to continued geo-political uncertainty, including terrorism, or for other reasons;

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reduced business and leisure travel from other countries to the United States due to the strength of the U.S. Dollar as compared to the currencies of other countries;

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adverse effects of declines in general and local economic activity;

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increased competition from other existing hotels in our markets and with alternative lodging companies, such as Airbnb;

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new hotels entering our markets, which may adversely affect the occupancy levels and average daily rates of our lodging properties;

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an increase in internet bookings, which may enable internet booking intermediaries to obtain higher commissions, reduced room rates or other significant contract concessions from our third-party hotel property manager;

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increases in operating costs due to inflation and other factors that may not be offset by increased room rates;

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unavailability of labor;

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changes in, and the related costs of compliance with, governmental laws and regulations, fiscal policies and zoning ordinances;

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inability to adapt to dominant trends in the hotel industry or introduce new concepts and products that take advantage of opportunities created by changing consumer spending patterns and demographics; and

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adverse effects of international, national, regional and local economic and market conditions.

In addition, the hotel industry may be adversely affected by factors outside of our control, such as extreme weather conditions or natural disasters, terrorist attacks or alerts, outbreaks of contagious diseases, airline strikes, economic factors and other considerations affecting travel.

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FORM 10-K

DECEMBER 31, 2017

As a REIT, we cannot directly or indirectly operate our lodging property.

We cannot and do not directly or indirectly operate our lodging property and instead rely on the ability of a third-party hotel management company to operate our lodging property. In order for us to satisfy certain REIT qualification rules, we cannot directly or indirectly operate any lodging property or actively participate in the decisions affecting its daily operations. The lodging property that we own is leased to a taxable REIT subsidiary (“TRS”), which has entered into a hotel management agreement with a third-party hotel management company to operate the property that we have leased to the TRS. We cannot and do not control this third-party hotel management company, which is responsible for maintenance and other day-to-day management including, but not limited to, the implementation of significant operating decisions. Thus, even if we believe our lodging property is being operated inefficiently or in a manner that does not result in satisfactory operating results, we may not be able to require the third-party hotel management company to change its method of operation. Any negative publicity or other adverse developments that affect that operator generally may adversely affect the performance of our lodging property.

We rely on the third-party hotel management company to establish and maintain adequate internal controls over financial reporting at our lodging property. We do not, however, control the design or implementation of or changes to these internal controls. We may not be able to require the third-party hotel management company to change its internal control structure. This could require us to implement extensive and possibly inefficient controls at a parent level in an attempt to mitigate such deficiencies. If such controls are not effective, the accuracy of the results of our operations that we report could be affected.

Accordingly, our ability to conclude that, as a company, our internal controls are effective is significantly dependent upon the effectiveness of internal controls that our third-party hotel management company has implemented at our lodging property. It is possible that we could have a significant deficiency or material weakness as a result of the ineffectiveness of the internal controls at our lodging property.

If we replace the third-party hotel management company, we may be required by the terms of the relevant management agreement to pay substantial termination fees, and we may experience significant disruptions at our lodging property. We may not be able to make arrangements with a third-party hotel management company with substantial prior lodging experience in the future and could experience disruptions in our operations.

Our use of the TRS structure increases our expenses.

A TRS structure subjects us to the risk of increased lodging operating expenses. The performance of any TRS is based on the operations of the applicable lodging property. Our operating risks include not only changes in hotel revenues and changes to our TRS’s ability to pay the rent due to us under the leases, but also increased hotel operating expenses, including, but not limited to, the following cost elements:

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wage and benefit costs;

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repair and maintenance expenses;

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energy costs;

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property taxes;

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insurance costs; and

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other operating expenses.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

There are risks associated with employing hotel employees.

We are generally subject to risks associated with the employment of hotel employees. Our lodging property is leased to a TRS, which entered into a hotel management agreement with a third-party hotel management company to operate the lodging properties that we lease to the TRS. Hotel operating revenues and expenses for this property are included in our consolidated results of operations. As a result, although we do not directly employ or manage the labor force at our lodging properties, we are subject to many of the costs and risks generally associated with the hotel labor force. Our third-party property manager is responsible for hiring and maintaining the labor force at our lodging property and for establishing and maintaining the appropriate processes and controls over such activities. From time to time, the operations of our lodging property may be disrupted through strikes, public demonstrations or other labor actions and related publicity. We may also incur increased legal costs and indirect labor costs as a result of the aforementioned disruptions, or contract disputes or other events. Our third-party property manager may be targeted by union actions or adversely impacted by the disruption caused by organizing activities.

Risks Associated with Debt Financing and Investments

We have outstanding debt, and the amount of debt and its cost may increase and refinancing may not be available on acceptable terms.

Our business is subject to risks normally associated with debt financing. The total principal amount of our combined outstanding indebtedness, which generally comprises mortgage loans secured by our properties, our pro rata share of Worldwide Plaza’s indebtedness and our other mortgage and mezzanine indebtedness was $816.7 million as of December 31, 2017. We may borrow additional funds if we need funds to satisfy the REIT tax qualification requirement that we distribute at least 90% of our annual REIT taxable income to our stockholders. We also may borrow if we otherwise deem it necessary or advisable to assure that we maintain our qualification as a REIT.

We may be unable to obtain debt financing or refinance existing indebtedness upon maturity. Our substantial indebtedness and the cash flow associated with serving our indebtedness could have important consequences, including the risks that:

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our cash flow could be insufficient to pay principal and interest;

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our debt financing contains prepayment penalties, assumption fees or other provisions that restrict our ability to transfer assets;

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we might be required to use a substantial portion of our cash flow from operations to pay our indebtedness, thereby reducing the amount of liquidating distributions we make;

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our ability to obtain additional financing for working capital, capital expenditures, satisfaction of debt service requirements and general corporate or other purposes could be limited;

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we may not be able to refinance existing indebtedness (which requires substantial principal payments at maturity) and, if we can, the terms of such refinancing might not be as favorable as the terms of existing indebtedness;

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if principal payments due at maturity cannot be refinanced, extended or paid with proceeds of other capital transactions, such as new equity capital, our cash flow may not be sufficient in all years to repay all maturing debt; and

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

•

prevailing interest rates or other factors at the time of refinancing (such as the possible reluctance of lenders to make commercial real estate loans) may result in higher interest rates, which could adversely affect net income, cash flow and our ability to service debt and pay liquidating distributions.

In addition, incurring mortgage debt increases the risk of loss since defaults on indebtedness secured by a property may result in lenders initiating foreclosure actions. In that case, we could lose the property securing the loan that is in default, thus reducing the value of an investment in our common stock. For U.S. federal income tax purposes, a foreclosure of any of our properties would be treated as a sale of the property for a purchase price equal to the outstanding balance of the debt secured by the mortgage. If the outstanding balance of the debt secured by the mortgage exceeds our tax basis in the property, we would recognize taxable income on foreclosure, but would not receive any cash proceeds. In such event, we may be unable to pay the amount of dividends required in order to maintain our REIT status. We may give full or partial guarantees to lenders of mortgage debt to the entities that own our properties. If we provide a guaranty on behalf of an entity that owns one of our properties, we will be responsible to the lender for satisfaction of the debt if it is not paid by such entity. If any mortgages contain cross-collateralization or cross-default provisions, a default on a single property could affect multiple properties. If any of our properties are foreclosed upon due to a default, our ability to make cash distributions to our stockholders will be adversely affected which could result in our losing our REIT status and would result in a decrease in the amount of liquidating distributions we will be able to pay.

Covenants in the instruments governing our existing indebtedness could limit our operational and financial flexibility or result in covenant breaches.

The POL Loans contain operating covenants and covenants related to maintaining minimum net worth and liquid assets that could limit our financial and operational flexibility. In addition, we will be unable to pay liquidating distributions until we repay the release amounts required to be paid upon property sales under the POL Loans, which may delay the timing of liquidating distributions.

The other mortgage loans we have include certain property-level financial covenants including debt service coverage ratios covenants, as well as transfer restrictions. The mortgages relating to many of the properties we have acquired include restrictions, such as prepayment penalties or assumption fees, that could affect our ability to sell properties or the net proceeds we would realize upon a sale.

These covenants may negatively impact our ability to complete sales of our assets or the timing and amount of our liquidating distributions. If we fail to satisfy those covenants, we would be in default and may be required to repay our indebtedness with capital from other sources. Under such circumstances, other sources of debt or equity capital may not be available to us, or may be available only on unattractive terms.

Increases in interest rates could increase the amount of our debt payments and reduce the amount of liquidating distributions we pay to our stockholders.

We have incurred substantial indebtedness, of which $215.5 million outstanding as of December 31, 2017, among other things, bears interest at variable interest rates. As of December 31, 2017 we are not party to any interest rate caps or swaps. Accordingly, increases in interest rates would increase our interest costs, which could reduce our cash flows and our ability to pay liquidating distributions to our stockholders. In addition, if we need to repay existing debt during periods of rising interest rates, we could be required to liquidate one or more of our investments in properties at times that may not permit realization of the maximum return on such investments.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

U.S. Federal Income Tax Risks

Our failure to remain qualified as a REIT would subject us to U.S. federal income tax and potentially state and local tax, and would adversely affect our operations and reduce the amount of our liquidating distributions.

We have elected to be taxed as a REIT commencing with our taxable year ended December 31, 2010 and intend to operate in a manner that would allow us to continue to qualify as a REIT until we have completed our liquidation. However, we may terminate our REIT qualification, if our board of directors determines that not qualifying as a REIT is in our best interests, or inadvertently. Our qualification as a REIT depends upon our satisfaction of certain asset, income, organizational, distribution, stockholder ownership and other requirements on a continuing basis. The REIT qualification requirements are extremely complex and interpretation of the U.S. federal income tax laws governing qualification as a REIT is limited. Furthermore, any opinion of our counsel, including tax counsel, as to our eligibility to qualify or remain qualified as a REIT is not binding on the Internal Revenue Service (the “IRS”) and is not a guarantee that we will qualify, or continue to qualify, as a REIT. Accordingly, we cannot be certain that we will be successful in operating so we can remain qualified as a REIT. Our ability to satisfy the asset tests depends on our analysis of the characterization and fair market values of our assets, some of which are not susceptible to a precise determination, and for which we will not obtain independent appraisals. Our compliance with the REIT income or quarterly asset requirements also depends on our ability to successfully manage the composition of our income and assets on an ongoing basis. Accordingly, if certain of our operations were to be recharacterized by the IRS, such recharacterization would jeopardize our ability to satisfy all requirements for qualification as a REIT. Furthermore, future legislative, judicial or administrative changes to the U.S. federal income tax laws could be applied retroactively, which could result in our disqualification as a REIT.

If we fail to continue to qualify as a REIT for any taxable year, and we do not qualify for certain statutory relief provisions, we will be subject to U.S. federal income tax on our taxable income at the corporate rate. In addition, we would generally be disqualified from treatment as a REIT for the four taxable years following the year of losing our REIT qualification. Losing our REIT qualification would reduce our net earnings available for distribution to stockholders, including liquidating distributions, because of the additional tax liability.

Even though we qualify as a REIT, in certain circumstances, we may incur tax liabilities that would reduce our cash available for other purposes.

Even though we qualify and to the extent we maintain our status as a REIT, we may be subject to U.S. federal, state and local income taxes. For example, net income from the sale of properties that are “dealer” properties sold by a REIT (a “prohibited transaction” under the Code) will be subject to a 100% tax. We also may decide to retain net capital gain we earn from the sale or other disposition of our property and pay U.S. federal income tax directly on such income. We also will be subject to corporate tax on any undistributed REIT taxable income. We also may be subject to state and local taxes on our income or property, including franchise, payroll and transfer taxes, either directly or at the level of our OP or at the level of the other companies through which we indirectly own our assets, such as our TRS, which are subject to full U.S. federal, state, local and foreign corporate-level income taxes. Any taxes we pay directly or indirectly will reduce our cash available for other purposes.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

To maintain our qualification as a REIT we must meet annual distribution requirements, which may force us to borrow funds during unfavorable market conditions.

In order to maintain our qualification as a REIT, we must distribute annually to our stockholders at least 90% of our REIT taxable income (which does not equal net income, as calculated in accordance with GAAP), determined without regard to the deduction for dividends paid and excluding net capital gain. We will be subject to U.S. federal income tax on our undistributed REIT taxable income and net capital gain and to a 4% nondeductible excise tax on any amount by which dividends we pay with respect to any calendar year are less than the sum of (a) 85% of our ordinary income, (b) 95% of our capital gain net income and (c) 100% of our undistributed income from prior years. It is possible that we might not be able to pay distributions sufficient to meet the annual distribution requirements and to avoid U.S. federal income and excise taxes on our earnings in order to continue to qualify as a REIT during our liquidation process.

Our TRS is subject to corporate-level taxes and our dealings with our TRS may be subject to 100% excise tax.

A REIT may own up to 100% of the stock of one or more TRS. Both the subsidiary and the REIT must jointly elect to treat the subsidiary as a TRS. A corporation of which a TRS directly or indirectly owns more than 35% of the voting power or value of the stock will automatically be treated as a TRS. Overall, no more than 20% (25% for our taxable years beginning prior to January 1, 2018) of the gross value of a REIT’s assets may consist of stock or securities of one or more TRS.

A TRS may hold assets and earn income that would not be qualifying assets or income if held or earned directly by a REIT, including gross income from operations pursuant to management contracts. We will lease any “qualified lodging facilities” we own to one or more TRS which in turn contract with independent third-party hotel management companies to operate such “qualified lodging facilities” on behalf of such TRS. We may use our TRS generally for other activities as well, such as to hold properties for sale in the ordinary course of a trade or business or to hold assets or conduct activities that we cannot conduct directly as a REIT. A TRS will be subject to applicable U.S. federal, state, local and foreign income tax on its taxable income. In addition, the rules, which are applicable to us as a REIT, also impose a 100% excise tax on certain transactions between a TRS and its parent REIT that are not conducted on an arm’s-length basis.

If our leases to our TRS are not respected as true leases for U.S. federal income tax purposes, we would fail to qualify as a REIT.

To qualify as a REIT, we must satisfy two gross income tests, under which specified percentages of our gross income must be derived from certain sources, such as “rents from real property.” In order for rent to qualify as “rents from real property” for purposes of the REIT gross income tests, the leases must be respected as true leases for U.S. federal income tax purposes and not be treated as service contracts, joint ventures or some other type of arrangement. If our leases are not respected as true leases for U.S. federal income tax purposes, we would fail to qualify as a REIT.

If our OP failed to qualify as a partnership or is not otherwise disregarded for U.S. federal income tax purposes, we would cease to qualify as a REIT.

We intend to maintain the status of our OP as a partnership or a disregarded entity for U.S. federal income tax purposes. However, if the IRS were to successfully challenge the status of our OP as a partnership or disregarded entity for such purposes, it would be taxable as a corporation. In such event, this would reduce the

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

amount of distributions that our OP could make to us. This also would result in our failing to qualify as a REIT, and becoming subject to a corporate level tax on our income. This substantially would reduce our cash available to pay liquidating distributions and the yield on an investment in our common stock. In addition, if any of the partnerships or limited liability companies through which our OP owns its properties, in whole or in part, loses its characterization as a partnership and is otherwise not disregarded for U.S. federal income tax purposes, it would be subject to taxation as a corporation, thereby reducing distributions to the OP. Such a recharacterization of an underlying property owner could also threaten our ability to maintain our REIT qualification.

Complying with REIT requirements may limit our ability to hedge our liabilities effectively and may cause us to incur tax liabilities.

The REIT provisions of the Code may limit our ability to hedge our liabilities. Any income from a hedging transaction we enter into to manage risk of interest rate changes, price changes or currency fluctuations with respect to borrowings made or to be made to acquire or carry real estate assets or in certain cases to hedge previously acquired hedges entered into to manage risks associated with property that has been disposed of or liabilities that have been extinguished, if properly identified under applicable Treasury Regulations, does not constitute “gross income” for purposes of the 75% or 95% gross income tests. To the extent that we enter into other types of hedging transactions, the income from those transactions will likely be treated as non-qualifying income for purposes of both of the gross income tests. As a result of these rules, we may need to limit our use of advantageous hedging techniques or implement those hedges through a TRS. This could increase the cost of our hedging activities because our TRSs would be subject to tax on gains or expose us to greater risks associated with changes in interest rates than we would otherwise want to bear. In addition, losses in a TRS generally will not provide any tax benefit, except for being carried forward against future taxable income of such TRS.

The ability of our board of directors to revoke our REIT qualification without stockholder approval may subject us to U.S. federal income tax and reduce liquidating distributions to our stockholders.

Our charter provides that our board of directors may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is no longer in our best interest to continue to qualify as a REIT. While we have elected to be taxed as a REIT, we may terminate our REIT election if we determine that qualifying as a REIT is no longer in our best interests. If we cease to be a REIT, we would become subject to U.S. federal income tax on our taxable income and would no longer be required to distribute most of our taxable income to our stockholders.

We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility and reduce the market price of our common stock.

In recent years, numerous legislative, judicial and administrative changes have been made in the provisions of U.S. federal income tax laws applicable to investments similar to an investment in shares of our common stock. Additional changes to the tax laws are likely to continue to occur, and there can be no assurance that any such changes will not adversely affect the taxation of a stockholder. Any such changes could have an adverse effect on an investment in our shares or on the market value or the resale potential of our assets. Stockholders are urged to consult with their tax advisor with respect to the impact of recent legislation on their investment in our shares and the status of legislative, regulatory or administrative developments and proposals and their potential effect on an investment in our shares.

Although REITs generally receive better tax treatment than entities taxed as regular corporations, it is possible that future legislation would result in a REIT having fewer tax advantages, and it could become more

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

advantageous for a company that invests in real estate to elect to be treated for U.S. federal income tax purposes as a corporation. As a result, our charter provides our board of directors with the power, under certain circumstances, to revoke or otherwise terminate our REIT election and cause us to be taxed as a regular corporation, without the vote of our stockholders. Our board of directors has fiduciary duties to us and our stockholders and could only cause such changes in our tax treatment if it determines in good faith that such changes are in the best interest of our stockholders.

The share ownership restrictions of the Code for REITs and the 9.8% share ownership limit in our charter may inhibit market activity in our shares of stock and restrict our business combination opportunities.

In order to qualify as a REIT, five or fewer individuals, as defined in the Code, may not own, actually or constructively, more than 50% in value of our issued and outstanding shares of stock at any time during the last half of each taxable year, other than the first year for which a REIT election is made. Attribution rules in the Code determine if any individual or entity actually or constructively owns our shares of stock under this requirement. Additionally, at least 100 persons must beneficially own our shares of stock during at least 335 days of a taxable year for each taxable year, other than the first year for which a REIT election is made. To help ensure that we meet these tests, among other purposes, our charter restricts the acquisition and ownership of our shares of stock.

Our charter, with certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT while we so qualify. Unless exempted by our board of directors, for so long as we qualify as a REIT, our charter prohibits, among other limitations on ownership and transfer of shares of our stock, any person from beneficially or constructively owning (applying certain attribution rules under the Code) more than 9.8% in value of the aggregate of our outstanding shares of stock and more than 9.8% (in value or in number of shares, whichever is more restrictive) of any class or series of our shares of stock. Our board of directors may not grant an exemption from these restrictions to any proposed transferee whose ownership in excess of the 9.8% ownership limit would result in the termination of our qualification as a REIT. These restrictions on transferability and ownership will not apply, however, if our board of directors determines that it is no longer in our best interest to continue to qualify as a REIT or that compliance with the restrictions is no longer required in order for us to continue to qualify as a REIT.

These ownership limits could delay or prevent a transaction or a change in control that might involve a premium price for our common stock or otherwise be in the best interest of the stockholders.

Non-U.S. stockholders will be subject to U.S. federal withholding tax and may be subject to U.S. federal income tax on liquidating distributions received from us and upon the disposition of our shares.

Pursuant to the Foreign Investment in Real Property Tax Act of 1980 (“FIRPTA”) and other guidance by the IRS, liquidating distributions to the extent attributable to sales or exchanges of “U.S. real property interests” (“USRPIs”) generally will be taxed to a non-U.S. stockholder (other than a qualified pension plan, entities wholly owned by a qualified pension plan and certain foreign publicly traded entities) as if such gain were effectively connected with a U.S. trade or business. However, liquidating distributions will not be treated as effectively connected income if (a) the dividend is received with respect to a class of stock that is regularly traded on an established securities market located in the United States and (b) the non-U.S. stockholder does not own more than 10% of the class of our stock at any time during the one year period ending on the date the liquidating distribution is received.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

Gain recognized by a non-U.S. stockholder upon the sale or exchange of our common stock generally will not be subject to U.S. federal income taxation unless such stock constitutes a USRPI under FIRPTA. Our common stock will not constitute a USRPI so long as we are a “domestically-controlled qualified investment entity”. A domestically-controlled qualified investment entity includes a REIT if at all times during a specified testing period, less than 50% in value of such REIT’s stock is held directly or indirectly by non-U.S. stockholders. We believe, but cannot assure you, that we will be a domestically- controlled qualified investment entity.

Even if we do not qualify as a domestically-controlled qualified investment entity at the time a non-U.S. stockholder sells or exchanges our common stock, gain arising from such a sale or exchange would not be subject to U.S. taxation under FIRPTA as a sale of a USRPI if (a) our common stock is “regularly traded,” as defined by applicable Treasury regulations, on an established securities market, and (b) such non-U.S. stockholder owned, actually and constructively, 10% or less of our common stock at any time during the five-year period ending on the date of the sale.

Potential characterization of dividends or gain on sale may be treated as unrelated business taxable income to tax- exempt investors.

If (a) we are a “pension-held REIT,” (b) a tax-exempt stockholder has incurred (or is deemed to have incurred) debt to purchase or hold our common stock, or (c) a holder of common stock is a certain type of tax-exempt stockholder, dividends on, and gains recognized on the sale of, common stock by such tax-exempt stockholder may be subject to U.S. federal income tax as unrelated business taxable income under the Code.

Item 1 B. Unresolved Staff Comments.

Not applicable.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

Item 2. – Properties.

General

As of December 31, 2017, we owned 13 properties located in the New York, New York. The following table presents certain additional information about the properties we owned at December 31, 2017, including the rentable square footage and annualized cash base rent of Worldwide Plaza multiplied by our pro rata share of our investment in WWP:


Property	Ownership			Rentable Sq. Ft. [1]		Percent Occupied			Annualized Cash Base Rent (in thousands)		Annualized Cash Base Rent Per Sq. Ft. (in thousands)		Number of Leases
Manhattan Office Properties – Office
Design Center [2]		100.0	%		81,082		81.0	%	$	3,672	$	45.29		14
416 Washington Street [6]		100.0	%		1,565		100.0	%		62		39.36		1
333 West 34th Street [3]		100.0	%		317,040		100.0	%		14,538		45.86		3
One Worldwide Plaza		50.1	%		905,420		98.3	%		57,851		63.89		20

Subtotal/Weighted Average
Manhattan Office Properties – Office					1,305,107		97.5	%		76,123		58.15		38

Manhattan Office Properties – Retail
333 West 34th Street [3]		100.0	%		29,688		100.0	%	$	1,383	$	46.57		1
One Worldwide Plaza		50.1	%		121,403		100.0	%		4,142		34.12		12

Subtotal/Weighted Average
Mahnattan Office Properties – Retail					151,091		100.0	%		5,525		36.57		13

Manhattan Stand Alone Retail
367-387 Bleecker Street [6]		100.0	%		9,724		71.2	%	$	2,213	$	227.56		4
33 West 56th Street (Garage)		100.0	%		12,856		100.0	%		371		28.83		1
416 Washington Street [6]		100.0	%		7,436		100.0	%		419		73.66		2
One Jackson Square [4]		100.0	%		8,392		100.0	%		1,649		196.48		4
350 West 42nd Street [5]		100.0	%		42,774		100.0	%		1,694		39.60		4
350 Bleecker Street [6]		100.0	%		14,511		84.6	%		662		53.88		2

Subtotal/Weighted Average Manhattan
Stand Alone Retail					95,693		94.7	%		7,008		69.35		17

Outer-Borough Properties
1100 Kings Highway [6]		100.0	%		61,318		100.0	%	$	2,588	$	42.21		5

Subtotal/Weighted Average
Outer-Borough Properties					61,318		100.0	%		2,588		42.21		5

Total/Weighted Average – Portfolio					1,613,209		97.6	%		91,244	$	55.20		73

[1]	Does not include 128,612 square feet at the Viceroy Hotel (a 240-room hotel that is 100% owned by us, subject to a ground lease), antenna leases at Worldwide Plaza or 15,055 square feet at the garage at 416 Washington Street, which is operated under a management contract with a third party.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

[2]	Property was sold on February 16, 2018.

[3]	Property was sold on January 5, 2018.

[4]	Property was sold on February 6, 2018.

[5]	Property was sold on January 10, 2018.

[6]	Property is currently under contract for sale.

Future Minimum Lease Payments

The following table presents future minimum base cash rental payments, due to us over the next ten years and thereafter at the properties we owned as of December 31, 2017, excluding Worldwide Plaza. These amounts exclude contingent rental payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items.


(In thousands)	Future Minimum Base Cash Rental Payments
2018	$	27,965
2019		27,053
2020		27,243
2021		22,948
2022		20,768
2023		20,228
2024		20,564
2025		10,364
2026		8,191
2027		4,748
Thereafter		8,837

Total	$	198,909

Based on our anticipated holding period for each property, we have accrued approximately $63.4 million of the contractual base cash rental payments.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

Future Lease Expirations Table

The following is a summary of lease expirations for the next ten years at the properties we owned as of December 31, 2017, including our pro rata share of Worldwide Plaza (dollar value in thousands):


Year of Expiration	Number of Leases Expiring		Expiring Annualized Cash Rent [1]		Expiring Annualized Cash Rent as a Percentage of the Total Portfolio [1]			Leased Rentable Square Feet [2]		Percentage of Portfolio Leased Rentable Sq. Ft. Expiring
2018		8	$	1,767		6	%		44,462		8	%
2019		5		829		3	%		26,084		5	%
2020		3		1,284		5	%		7,015		1	%
2021		6		4,840		17	%		136,521		24	%
2022		6		2,127		7	%		25,039		5	%
2023		—		—		—			—		—
2024		—		—		—			—		—
2025		3		10,695		38	%		176,559		31	%
2026		1		158		1	%		3,833		1	%
2027		5		3,767		13	%		95,114		17	%

Total		37	$	25,467		90	%		514,627		92	%

(1)	Expiring annualized cash rent represents contractual cash base rents at the time of lease expiration added to current reimbursements from tenants, excluding electric reimbursements and free rent.

(2)	Excludes 122,896 square feet of the Viceroy Hotel (which excludes space leased to the hotel restaurant tenant). Total vacant square footage at December 31, 2017 was 20,452 square feet.

Tenant Concentration

The following table lists the tenant whose rented square footage is greater than 10% of the total portfolio rentable square footage as of December 31, 2017 (dollars in thousands):


Tenant	Rented Sq. Ft. [1]		Rented Sq. Ft. as a % of Total Portfolio			Lease Expiration		Remaining Lease Term [2]		Renewal Options			Annualized Cash Base Rent [1]
Nomura Holdings America, Inc.		410,773		25	%		9/2033		15.8			[3]	$	18,596
Cravath, Swaine & Moore, LLP		309,185		19	%		8/2024		6.7		None		$	28,613

(1)	Rentable square feet and annualized cash base rent reflect the rentable square footage and annualized cash base rent of Worldwide Plaza multiplied by our 50.1% pro rata share of WWP.

(2)	Remaining lease term in years as of December 31, 2017.

(3)	Nomura Holdings America, Inc. has up to four options to renew its lease. The first two options are for renewal terms of five or ten years each and the second two options are for five years each. In total, the renewal options allow for a maximum of 20 years of extended term.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

Significant Portfolio Properties

The rentable square feet of Worldwide Plaza and the property located at 333 West 34th Street represent a significant portion of our total portfolio as of December 31, 2017. The tenant concentrations of Worldwide Plaza and the property located at 333 West 34th Street are summarized below:

Worldwide Plaza

The following table lists tenants at Worldwide Plaza whose rented square footage is greater than 10% of the total rentable square footage of Worldwide Plaza as of December 31, 2017 (dollars in thousands):


Tenant	Rented Sq. Ft. [1]		Rented Sq. Ft. as a % of Total Worldwide Plaza			Lease Expiration		Remaining Lease Term [2]		Renewal Options			Annualized Cash Rent [1]
Nomura Holdings America, Inc.		410,773		45.4	%		9/2033		15.8			[3]	$	18,596
Cravath, Swaine & Moore, LLP		309,185		34.2	%		8/2024		6.7		None		$	28,613

(1)	Rented square feet and annualized cash rent reflect our 50.1% pro rata share of the building.

(2)	Remaining lease term in years as of December 31, 2017.

(3)	Nomura Holdings America, Inc. has up to four options to renew its lease. The first two options are for renewal terms of five or ten years each and the second two options are for five years each. In total, the renewal options allow for a maximum of 20 years of extended term.

333 West 34th Street (sold on January 5, 2018)

The following table lists tenants at 333 West 34th Street whose rented square footage is greater than 10% of the total rentable square footage of 333 West 34th Street as of December 31, 2017 (dollars in thousands):


Tenant	Rented Sq. Ft. [1]			Rented Sq. Ft. as a % of Total 333 West 34th			Lease Expiration			Remaining Lease Term [1]		Renewal Options		Annualized Cash Base Rent
The Segal Company (Eastern States) Inc.		144,307	[2]		41.6	%		2/2025			7.2		None	$	8,480
Metropolitan Transportation Authority (MTA)		130,443	[3]		37.6	%		1/2021	[4]		3.1		None	$	4,409
Godiva Chocolatier, Inc.		42,290			12.2	%		2/2027			9.2		None	$	1,634

(1)	Remaining lease term in years as of December 31, 2017.

(2)	Does not include 17,503 rentable square feet subleased by the Metropolitan Transportation Authority (MTA) in December 2016.

(3)	Includes 17,503 rentable square feet subleased from The Segal Company (Eastern States) Inc. in December 2016.

(4)	Early termination at the tenant’s option available at any time in exchange for a termination payment.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

Property Financing

Our mortgage notes payable, excluding our share of the mortgage note payable encumbering Worldwide Plaza, as of December 31, 2017 consist of the following (dollars in thousands):


Portfolio	Encumbered Properties		Outstanding Loan Amount at December 31, 2017		Effective Interest Rate			Interest Rate		Maturity
Design Center [2]		1	$	19,048		7.0	% [1]		Variable		12/2021
1100 Kings Highway [3]		1		20,200		4.0	%		Libor + 2.4%		04/2018
Mortgage Loan [4][5]		1		176,246		5.1	%		Libor + 3.5%		09/2018

		3	$	215,494		5.1	% [6]

(1)	The variable interest rate reset in December 2017 and will remain fixed at this rate until December 31, 2018.

(2)	The loan was satisfied in full on February 16, 2018 in connection with the sale of the property.

(3)	The loan was partially satisfied on February 14, 2018 in connection with a property sale. Following the pay down, the current outstanding loan balance is $15.9 million.

(4)	At December 31, 2017 encumbered properties are 333 W 34 ^th Street, 122 Greenwich Street, 350 W 42 ^nd Street, 382-384 Bleecker Street, 350 Bleecker Street, 416-425 Washington Street, 33 W 56 ^th Street and 120 W 57 ^th Street.

(5)	Subsequent to year end, the mortgage loan was paid down by $134.9 million in connection with the sales of 333 W 34 ^th Street, 122 Greenwich Street and 350 W 42 ^nd Street. Following such pay downs, the current outstanding loan balance is $41.3 million.

(6)	Calculated on a weighted average basis for all mortgages outstanding as of December 31, 2017.

Item 3. Legal Proceedings.

The information related to litigation and regulatory matters contained in “Note 13 – Commitments and Contingencies” of our notes to the consolidated financial statements included in this Annual Report on Form 10-K is incorporated by reference into this Item 3. Except as set forth therein, as of the end of the period covered by this Annual Report on Form 10-K, we are not a party to, and none of our properties are subject to, any material pending legal proceedings.

Item 4. Mine Safety Disclosure.

Not applicable.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock is currently traded on the NYSE under the symbol “NYRT.” Set forth below is a line graph comparing the cumulative total stockholder return on our common stock, based on the closing market price of the common stock and reinvested dividends, with the FTSE National Association of Real Estate Investment Trusts (“NAREIT”) Equity Index and the New York Stock Exchange Index (“NYSE Index”) for the period commencing April 15, 2014, the date on which we listed our shares on the NYSE and ending December 31, 2017. The graph assumes an investment of $100 on April 15, 2014.

LOGO

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

For each calendar quarter indicated, the following table reflects high and low sales prices for the common stock as reported by the NYSE and the amounts paid to our stockholders in respect of these shares to which we refer as “dividends.”


	First Quarter		Second Quarter		Third Quarter		Fourth Quarter
2017
High	$	10.06	$	9.81	$	8.69	$	7.86
Low	$	9.58	$	8.59	$	7.64	$	3.90
Dividends paid per share	$	—	$	—	$	—	$	3.07	(2)

2016
High	$	11.60	$	11.07	$	10.15	$	10.15
Low	$	9.00	$	8.79	$	8.95	$	8.99
Dividends paid per share	$	0.115	$	0.115	$	0.115	$	0.038	(1)

(1)	Represents regular dividend paid with respect to the period through October 2016. In October 2016, we suspended payment of our regular dividend commencing with the month of November 2016. We will not resume paying monthly dividends.

(2)

Represents distributions out of liquidation proceeds. In November 2017 we paid a liquidating distribution of $2.07 per share. In December 2017 we paid a liquidating distribution of $1.00 per share. In addition, we paid a liquidating distribution of $2.00 per share in January 2018. Since the adoption of the Liquidation Plan, we have made liquidating distributions totaling $5.07 per share.

Holders

As of January 31, 2018, we had 167.9 million shares of common stock outstanding held by a total of 654 stockholders of record.

Dividends

We have elected to qualify as a REIT commencing with our taxable year ended December 31, 2010. As a REIT, we are required to distribute annually at least 90% of our REIT taxable income to our stockholders, determined without regard for the deduction for dividends paid and excluding net capital gains. The amount actually paid to our stockholders is determined by our board of directors and is dependent on a number of factors, including the amount of funds available, financial condition, capital expenditure requirements and annual distribution requirements needed to qualify and maintain our status as a REIT under the Code.

In October 2016, we announced that our board of directors had determined that we would not pay a regular dividend for the months of November and December 2016 in anticipation of the Liquidation Plan. Due to the approval of the Liquidation Plan by our stockholders, we ceased making regular dividends monthly and thereafter have made, and expect to continue to make, periodic liquidating distributions out of net proceeds from asset sales, subject to satisfying our liabilities and obligations, in lieu of regular monthly dividends.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

The following table details, from a U.S. federal income tax perspective, the allocation of distributions per share for the year ended December 31, 2017:


	Year Ended December 31, 2017
Cash liquidating distribution	$	3.07	100.0	%
Ordinary dividends		—	—	%
Return of capital		—	—	%
Capital gain dividends		—	—	%

Total	$	3.07	100.0	%

The following tables include dividends and distributions on unvested shares of restricted common stock (“restricted shares”) awarded under our employee and director incentive restricted share plan (the “RSP”), LTIP units, OP units and Class B units, during the years ended December 31, 2017 and 2016. There were no restricted shares, OP units or Class B units issued during 2017.


(In thousands)	Total Dividends Paid		Total Dividends Declared
1st Quarter 2017	$	—	$	—
2nd Quarter 2017		—		—
3rd Quarter 2017		—		—
4th Quarter 2017		224,813		224,813

Total 2017	$	224,813	$	224,813


(In thousands)	Total Dividends Paid		Total Dividends Declared
1st Quarter 2016	$	19,323	$	19,311
2nd Quarter 2016		20,033		20,033
3rd Quarter 2016		19,395		19,393
4th Quarter 2016		6,468		6,466

Total 2016	$	65,219	$	65,203

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

We did not repurchase any shares of our common stock during the year ended December 31, 2017.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

Share-Based Compensation Plans

The following table sets forth information regarding securities authorized for issuance under our stock option plan and our restricted share plan (as described below) as of December 31, 2017:


	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights		Weighted-Average Exercise of Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column A)
		(A)		(B)		(C)
Equity Compensation Plans approved by security holders		—		—		16,792,873	(1)
Equity Compensation Plans not approved by security holders		—		—		—

Total		—		—		16,792,873

(1)	The total number of shares of restricted stock available for future issuance under the RSP is calculated based on 10% of our outstanding shares of capital stock on a fully diluted basis as of December 31, 2017.

Stock Option Plan

We have adopted a stock option plan to provide incentive compensation to attract and retain qualified directors, officers, advisors, consultants and other personnel, including the Former Advisor, Former Property Manager and their respective affiliates, as well as personnel of the Former Advisor, Former Property Manager and affiliates, and any of our joint venture affiliates. Our board of directors has delegated its administrative responsibilities under the stock option plan to our compensation committee. In this capacity, our compensation committee has the full authority to: (1) administer and interpret the stock option plan; (2) authorize the granting of awards; (3) determine the eligibility of directors, officers, advisors, consultants and other personnel, including the Former Advisor, Former Property Manager and affiliates, as well as personnel of the Former Advisor, Former Property Manager and affiliates, and any of our joint venture affiliates, to receive an award; (4) determine the number of shares of common stock to be covered by each award (subject to the individual participant limitations provided in the stock option plan); (5) determine the terms, provisions and conditions of each award (which may not be inconsistent with the terms of the stock option plan); (6) prescribe the form of instruments evidencing such awards; and (7) take any other actions and make all other determinations that it deems necessary or appropriate in connection with the stock option plan or the administration or interpretation thereof; however, neither the compensation committee nor the board of directors may take any action under our stock option plan that would result in a repricing of any stock option without having first obtained the affirmative vote of our stockholders. In connection with this authority, our board of directors or our compensation committee may, among other things, establish performance goals that must be met in order for awards to be granted or to vest, or for the restrictions on any such awards to lapse. The total number of shares that may be made subject to awards under our stock option is 500,000 shares (as such number may be adjusted for stock splits, stock dividends, combinations and similar events).

No awards under our stock option plan have been made.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

Restricted Share Plan

The RSP provides for the issuance of restricted shares, including to our non-executive directors. Our board of directors has delegated its administrative responsibilities under the RSP to our compensation committee. In this capacity, our compensation committee has the ability to grant awards of restricted shares to our directors, officers and employees (if we ever have employees), employees of the Former Advisor and its affiliates, employees of entities that provide services to us, directors of the Former Advisor or of entities that provide services to us, certain of our consultants and certain consultants to the Former Advisor and its affiliates or to entities that provide services to us. Our compensation committee also has the ability in this capacity to determine which form the awards will take and the terms and conditions of the awards.

As of December 31, 2017, there were 68,288 unvested restricted shares of common stock outstanding under the RSP. Restricted shares may not, in general, be sold or otherwise transferred until the restrictions are removed and the shares have vested. Holders of restricted shares are entitled to receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in shares of common stock will be subject to the same restrictions as the underlying restricted shares.

No shares under the RSP were issued during 2017.

The vesting terms of awards under the RSP are as described in the relevant award agreement.

Communications with the Board of Directors

All interested parties (including our stockholders) may communicate with our board of directors by sending written communications addressed to such person or persons in care of New York REIT, Inc., 7 Bulfinch Place, Suite 500, Boston, MA 02114, Attention: John Garilli, Chief Financial Officer, Treasurer and Secretary. Mr. Garilli will deliver all appropriate communications to our board of directors no later than the next regularly scheduled meeting of our board of directors. If our board of directors modifies this process, the revised process will be posted on our website.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

Item 6. Selected Financial Data

The following tables set forth selected, historical, consolidated financial data for the Company and should be read in conjunction with the Consolidated Financial Statements of the Company and notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in this Annual Report on Form 10-K:


Statement of Net Assets (in thousands, except per share data)	Liquidation Basis December 31, 2017
Total assets	$	1,090,733
Mortgage loans payable	$	215,494
Liability for estimated costs in excess of estimated receipts	$	27,228
Net assets in liquidation (1)	$	833,113
Net assets in liquidation value per Common Share (1)	$	4.96

(1)

The net assets in liquidation as of December 31, 2017 of $4.96, plus the cumulative liquidating distributions to our holders of Common Shares through December 31, 2017 ($3.07 per common share), would result in cumulative liquidating distributions to holders of Common Shares of $8.03 per Common Share as of December 31, 2017.


	Going Concern Basis
	December 31,
Balance Sheet Data (in thousands)	2016		2015		2014		2013
Total real estate investments, at cost	$	1,785,671	$	1,822,903	$	1,888,366	$	1,542,805
Total assets		2,152,380		2,064,762		2,117,971		2,044,240
Mortgage notes payable, net of deferred financing costs		1,107,526		381,443		169,377		168,651
Credit facility		—		485,000		635,000		305,000
Total liabilities		1,210,711		972,493		922,294		594,981
Total equity		941,669		1,092,269		1,195,677		1,449,259

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017


	Going Concern Basis
Operating Data	Years Ended December 31,
(in thousands, except share and per share data)	2016			2015			2014			2013
Total revenues	$	160,274		$	174,521		$	155,567		$	55,887
Operating expenses		213,029			195,415			227,540			65,105

Operating loss		(52,755	)		(20,894	)		(71,973	)		(9,218	)
Total other expenses		(31,144	)		(19,375	)		(22,312	)		(10,093	)

Net loss		(83,899	)		(40,269	)		(94,285	)		(19,311	)
Net loss attributable to non-controlling interests		1,373			1,188			1257			32

Net loss attributable to stockholders		(82,526	)		(39,081	)		(93,028	)		(19,279	)

Other data:
Cash flows provided by (used in) operations	$	(3,368	)	$	(37,725	)	$	6,535		$	9,428
Cash flows provided by (used in) investing activities		40,654			61,907			(327,835	)		(1,309,508	)
Cash flows provided by (used in) financing activities		(90,354	)		(23,540	)		110,435			1,528,103

Per share data:
Net loss per common share – basic and diluted	$	(0.50	)	$	(0.24	)	$	(0.56	)	$	(0.26	)
Dividends and distributions declared per common share	$	0.380		$	0.460		$	0.460		$	0.605
Weighted-average number of common shares outstanding, basic and diluted		164,949,461			162,165,580			166,959,316			72,074,872

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with the accompanying consolidated financial statements of New York REIT, Inc. and the notes thereto. As used herein, the terms “we,” “our” and “us” refer to New York REIT, Inc., a Maryland corporation, and, as required by context, to New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the “OP”), and to their subsidiaries. As of March 8, 2017, we are externally managed by Winthrop REIT Advisors, LLC (the “Winthrop Advisor”). Prior to March 8, 2017, we were externally managed by New York Recovery Advisors, LLC (the “Former Advisor”), a Delaware limited liability company. The following information contains forward-looking statements, which are subject to risks and uncertainties. Should one or more of these risks or uncertainties materialize, actual results may differ materially from those expressed or implied by the forward-looking statements. Please see “Forward-Looking Statements” elsewhere in this report for a description of these risks and uncertainties. Capitalized terms used herein but not otherwise defined have the meaning ascribed to those terms in “Part I – Financial Information” included in the notes to consolidated financial statements and contained herein.

Management’s Discussion and Analysis of Financial Condition and Results of Operations include a discussion of our audited consolidated financial statements and footnotes thereto. These audited financial statements are prepared in conformity with accounting principles generally accepted in the United States of America which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates.

Overview

On August 22, 2016 our Board of Directors (the “Board”) approved a plan of liquidation to sell in an orderly manner all or substantially all of our assets and the assets of the OP (the “Liquidation Plan”), subject to stockholder approval. The Liquidation Plan was approved at a special meeting of stockholders on January 3, 2017.

The Liquidation Plan provides for an orderly sale of our assets, payment of our liabilities and other obligations and the winding down of operations and the dissolution of the Company. We are not permitted to make any new investments except to exercise our option (the “WWP Option”) to purchase additional equity interests in our WWP Holdings, LLC (“Worldwide Plaza”) venture or to make protective acquisitions on advances with respect to our existing assets. We are permitted to satisfy any existing contractual obligations and pay for required tenant improvements and capital expenditures at our real estate properties, including real estate properties owned by joint ventures in which we own an interest.

The Liquidation Plan enables us to sell any and all of our assets without further approval of the stockholders and provides that liquidating distributions be made to the stockholders as determined by the Board. Pursuant to applicable REIT rules, we must complete the disposition of our assets by January 3, 2019, two years after the date the Liquidation Plan was approved by the stockholders, in order to deduct liquidating distributions as dividends. In order to comply with applicable tax laws, the Company will be converted into a limited liability company or any of our assets not sold by January 3, 2019, will be distributed into a liquidating trust. If the Company will be converted into a limited liability company or we transfer our assets to a liquidating trust, holders of our common shares will receive beneficial interests in the liquidating entity equivalent to those held in the Company. Holders of our common shares should note that unlike our common shares, which are freely

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

transferable, interests in the liquidating entity will generally not be transferable except by will, intestate succession or operation of law. Therefore, the recipients of the interests in the liquidating entity will not have the ability to realize any value from these interests except from distributions made by the liquidating entity, the timing of which will be solely in the discretion of the liquidating entity’s trustees. As compared to the Company which is required to comply with all of the filing requirements of the Securities and Exchange Commission for publicly traded entities, based on current guidance provided by the staff of the Securities and Exchange Commission applicable to liquidating trusts, the liquidating entity may be required to file only annual reports containing unaudited financial statements on Form 10-K and current reports on Form 8-K with the Securities and Exchange Commission.

We expect to continue to qualify as a REIT throughout the liquidation until such time as any remaining assets, if any, are transferred into a liquidating entity. The Board is required to use commercially reasonable efforts to continue to cause us to maintain the Company’s REIT status, provided however, the Board may elect to terminate our status as a REIT if they determine that such termination would be in the best interest of the stockholders.

Although we expect that our common stock will continue to be traded on the New York Stock Exchange until our assets are either disposed of or transferred to a liquidating entity, under New York Stock Exchange rules, it is possible that following the implementation of the Liquidation Plan and prior to the disposition of all of the assets that the common shares could be delisted.

Liquidation Plan

On June 1, 2017 we closed on our acquisition of the additional interest in Worldwide Plaza, which is further discussed below. We have been actively marketing for sale, all of the remaining properties other than the remaining interest in Worldwide Plaza. As of the date of this Annual Report on Form 10-K, all of our assets have been sold or are under binding contracts for sale, except for 33 West 56 ^th Street, The Viceroy Hotel and our remaining interest in Worldwide Plaza. Our current estimates of net assets in liquidation, presented on an undiscounted basis, are based on an expectation that all of our properties will be sold by June 30, 2018, except for the remaining interest in Worldwide Plaza. For purposes of liquidation accounting, our estimate of net assets in liquidation value assumes a sale of Worldwide Plaza at December 31, 2018 based on a value of $1.725 billion. These estimates are subject to change based on the actual timing of future asset sales.

The net assets in liquidation at December 31, 2017 are presented on an undiscounted basis and does not include Management’s estimated future increase in value from the planned investment in the repositioning of Worldwide Plaza. Our current estimate of the liquidation value of investments in real estate includes Worldwide Plaza at $1.725 billion which is based on a current market transaction associated with our sale of a 48.7% interest in the property on October 18, 2017 discussed in Note 6. Our venture partners have jointly developed and recommended a capital budget, which we have agreed to. The timing of the sale of the property, and the ultimate value we receive from the sale, are subject to change. The capital plan includes targeted capital improvements aimed at maintaining the institutional quality of the building and an appropriate allocation to allow for critical tenant lease renewals and rolls. In addition, capital will be available for new management to focus on

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

repositioning the property as a more modern asset, with a corresponding program to rebrand and likely rename the building as well as energizing and maximizing the potential of the retail and concourse space. We have set aside approximately $90.7 million from the refinancing proceeds to cover an estimate of our share of potential future leasing and capital costs at the property. Our joint venture partners have committed to contribute their pro-rata share of the budgeted capital investment.

Management believes that the combined team of SL Green and RXR Realty will add the necessary talent, expertise and capital, along with the capital contributed by us, to bring this Class A asset with its blue chip tenant roster to its full potential. Management believes that implementation of the business plan for Worldwide Plaza will take at least two years and may take up to four years given the size of the building, which is a little over 2 million square feet, the scope and nature of the capital investment and to allow time for the critical milestones in leasing and asset repositioning to take place.

Management believes that if these actions are successful, the estimated value of the property could increase to between $1.9 billion and $2.2 billion, on an undiscounted basis, by November 2021, our estimated sale date of this investment. Assuming additional investment in Worldwide Plaza of $64.0 million, plus a corresponding investment from our joint venture partners, a future value for Worldwide Plaza between $2.0 billion and $2.2 billion would produce a residual value between $2.19 and $2.77 per share, an increase of $0.32 to $0.90 per share over our current carrying value. In addition, we have contractual rents which generate a predictable cash flow from Worldwide Plaza during the estimated four-year hold period which, net of expenses, we estimate would produce an additional $0.43 per share over the four year hold period versus the $0.13 currently accrued. These estimates of potential future cash flow are undiscounted. Management’s estimate, like any estimate or projection, is subject to various assumptions and uncertainties including the joint venture’s ability to execute on the business plan, tenants paying their rental obligations, the equity capital and financing markets and New York City market conditions generally. There is no assurance that the joint venture will be successful in taking these various actions and that these actions will, in fact, result in the estimated increase in the value of the property.

Current Activity

Subsequent to the adoption of the Plan of Liquidation, excluding the partial sale of Worldwide Plaza, the Company sold six properties for an aggregate purchase price of $1.325 billion during 2017 and five properties for an aggregate purchase price of $361.9 million to date in 2018. Also in 2017, the Company sold a 48.7% interest in Worldwide Plaza based on an aggregate property value of $1.725 billion. In addition, the Company has entered into purchase agreements to sell an additional six properties, which, if consummated, will result in aggregate proceeds of approximately $73.2 million. The sales of properties and the pending contracts to sell properties are summarized in Item 1. Business – “Sales Pursuant to the Plan of Liquidation”.

Liquidity and Capital Resources

As of December 31, 2017, we had cash and cash equivalents of $241.0 million. Our total assets and undiscounted net assets in liquidation were $1.1 billion and $833.1 million, respectively, at December 31, 2017. Our ability to meet our obligations is contingent upon the disposition of our assets in accordance with our Liquidation Plan. We estimate that the proceeds from our Liquidation Plan will be adequate to pay our obligations, however, we cannot provide any assurance as to the prices or net proceeds we will receive from the disposition of our assets.

Our principal demands for funds are to pay or fund operating expenses, capital expenditures, principal and interest payments on our outstanding indebtedness and liquidating distributions to our stockholders. We believe that cash flow from operations, along with sale proceeds, will continue to provide adequate capital to fund our

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

operating, administrative and other expenses incurred during liquidation as well as debt service obligations in the short term. Due to the property sales we will have reduced future operating revenue and may need to fund future operating expenses from cash on hand. As a REIT, we must distribute annually at least 90% of our REIT taxable income. Our principal sources and uses of funds are further described below.

Principal Sources of Funds

Cash Flows from Operating Activities

Our cash flows from operating activities is primarily dependent upon the occupancy level of our portfolio, the net effective rental rates achieved on our leases, the collectability of rent, operating escalations and recoveries from our tenants and the level of operating and other costs, including general and administrative expenses, transaction costs and other expenses associated with carrying out our Liquidation Plan.

POL Loans

On December 20, 2016, we entered into a mortgage loan (the “Mortgage Loan”) in the aggregate amount of $500.0 million and a mezzanine loan in the aggregate amount of $260.0 million (the “Mezzanine Loan” and, together with the Mortgage Loan, the “POL Loans”), which were secured directly, in the case of the mortgage loan, and indirectly in the case of the mezzanine loan, by our properties located in New York, New York at 245-249 West 17th Street, 333 West 34th Street, 216-218 West 18th Street, 50 Varick Street, 229 West 36th Street, 122 Greenwich Street, 350 West 42nd Street, 382-384 Bleecker Street, 350 Bleecker Street, 416-425 Washington Street, 33 West 56th Street and 120 West 57th Street (the “POL Loan Properties”). The properties sold during 2017 and to date in 2018 have been released and are no longer collateral for the POL Loans. At the closing of the POL Loans, a portion of the net proceeds was used to repay the $485.0 million principal amount then outstanding under our credit facility. As of December 31, 2016, the $260.0 million proceeds from the Mezzanine Loan was held in an escrow account by the servicer of the POL Loans and was considered a receivable in our consolidated balance sheet. Subsequently, on January 10, 2017, the $260.0 million proceeds were deposited into an operating account. These funds were used by us to purchase the additional equity interests in Worldwide Plaza in connection with our exercise of the WWP Option.

In connection with a sale or disposition of an individual POL Loan Property to a third party, such POL Loan Property may be released from the collateral securing the Mortgage Loan, subject to certain conditions, by prepayment of a release price (the “Release Amount”) as defined in the Mortgage Loan agreements. In certain instances, 110% of the Release Amount will be required to be paid in order to release the property. Concurrently with the payment of the Release Amount, the borrower entity under the Mezzanine Loan is obligated to prepay a corresponding portion of the Mezzanine Loan, in accordance with the terms of the Mezzanine Loan, for which it will receive a release of a corresponding portion of the collateral under the Mezzanine Loan. Upon the sale of 50 Varick on August 7, 2017, the POL Loan was paid down $78.1 million and the property was released as security. Additionally, upon the sale of 245-249 West 17 ^th Street and 218 West 18 ^th Street on October 11, 2017, the POL Loan was paid down $347.9 million, and the properties were released as security. Upon the sale of 229 West 36 ^th Street on November 6, 2017, the POL Loan was paid down $66.1 million, and the property was released as security. The POL Loan balance was reduced to $267.9 million as a result of these sales. After repayment of the Mezzanine Loan balance, the POL Loan balance was further reduced to $176.2 million at December 31, 2017. Subsequent to year end, the POL Loans were paid down $134.9 million as a result of the sale of 333 West 34 ^th Street, 350 West 42 ^nd Street and 122 Greenwich Street and the outstanding principal amount after such pay downs was $41.3 million.

On December 20, 2017, the POL Loans were extended through September 20, 2018 and the Mezzanine Loan balance of $91.6 million was repaid. The Company paid an extension fee of $0.4 million. The Mortgage

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Loan requires monthly interest payments at a weighted average interest rate of LIBOR plus 3.50%. Additionally, during the extension period we are no longer required to pay down 110% of the Release Amount in order to release the property.

Sales Proceeds

In connection with the Liquidation Plan, we plan to sell all of our assets. We believe the sales proceeds will be sufficient to satisfy the mortgage notes payable encumbering the properties.

Other Sources of Funds

Prior to our acquisition of the additional interest in Worldwide Plaza, during the five months ended May 31, 2017, we received net distributions of $6.4 million in respect of our interest in Worldwide Plaza.

Principal Use of Funds

Capital Expenditures

As of December 31, 2017, we owned 14 properties, including five properties which have been sold subsequent to December 31, 2017 and six properties which are under contract for sale. In connection with the leasing of our properties, we have entered into and will continue to enter into agreements with our tenants to provide allowances for tenant improvements. These allowances require us to fund capital expenditures up to amounts specified in our lease agreements. We intend to fund tenant improvement allowances with cash on hand and cash flows from operations. We funded $6.4 million in capital expenditures during the year ended December 31, 2017, which was funded primarily from cash on hand.

We have set aside approximately $90.7 million from the remaining proceeds of Worldwide Plaza to cover estimated future leasing and capital improvement costs at the property. Our joint venture partners have committed to contribute their pro-rata share of the budgeted capital investment.

Worldwide Plaza Option

On October 30, 2013, we purchased a 48.9% equity interest in Worldwide Plaza for a contract purchase price of $220.1 million, based on the property value for Worldwide Plaza of $1.3 billion less $875.0 million of debt on the property.

On March 30, 2017, we exercised the WWP Option pursuant to our rights under the joint venture agreement for Worldwide Plaza subject to our joint venture partner’s rights to retain up to 1.2% of the aggregate membership interest, which the joint venture partner has elected to retain. On June 1, 2017, we acquired an additional 49.9% equity interest for a contract purchase price of $276.7 million, based on the option price of approximately $1.4 billion less $875.0 million of debt on the property.

Dividends

In order to avoid paying corporate level tax, we are required to distribute annually at least 90% of our annual REIT taxable income, plus 100% of our capital gains. As previously disclosed, due to the approval of the plan of liquidation by the Company’s stockholders, the Company ceased paying regular monthly dividends. The

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actual amount and timing of, and record dates for, future liquidating distributions will be determined by our Board and will depend upon the timing and proceeds of the sale of our assets and the amounts deemed necessary by our Board to pay or provide for our liabilities and obligations and REIT requirements. Any such liquidating distributions on our common shares will be deemed a return of capital until the applicable holder has received liquidating distributions totaling its cost basis.

Loan Obligations

As of December 31, 2017, we had consolidated mortgage notes payable of $215.5 million, excluding the mortgage debt of Worldwide Plaza, which was deconsolidated as a result of the sale of our 48.7% interest in the joint venture. As of December 31, 2017, the consolidated mortgage notes payable had a weighted average interest rate of 5.1%.

On December 20, 2017, our POL Loans were extended through September 30, 2018 and the Mezzanine Loan balance of $91.6 million was repaid. Additionally, we paid an extension fee of $0.4 million.

On August 1, 2017, our mortgage loan collateralized by the 1100 Kings Highway property, which consists of 2091 Coney Island Avenue and 2067-2073 Coney Island Avenue, was modified to extend the maturity date to April 1, 2018 and to allow for partial release of the collateral. The loan also requires a cash sweep starting January 1, 2018 unless the property is under contract for sale for an amount equal to or greater than 133% of the outstanding mortgage loan payable. The 2091 Coney Island Avenue property was sold on February 14, 2018. The 2067-2073 Coney Island Avenue property is under contract for sale and is expected to close in the second quarter of 2018.

The payment terms of our mortgage loan obligations require principal and interest amounts payable monthly. Some of our mortgage note agreements require us to comply with specific reporting covenants. As of December 31, 2017, we were in compliance with the financial covenants under our mortgage note agreements.

Cash Flows

Our level of liquidity based upon cash and cash equivalents increased by approximately $195.5 million from $45.5 million at December 31, 2016 to $241.0 million at December 31, 2017. The common stockholders approved the Liquidation Plan on January 3, 2017, and we adopted the liquidation basis of accounting effective January 1, 2017.

Our primary sources of non-operating cash flow for the year ended December 31, 2017 include:

•

$355.0 million from our sale of interests and refinancing of Worldwide Plaza;

•

$135.0 million of proceeds from the sale of our 50 Varick Street property:

•

$514.1 million of proceeds from the sale of our 245-249 West 17 ^th Street and 218 West 18 ^th Street properties:

•

$155.9 million of proceeds from the sale of our 229 West 36 ^th Street and 256 West 38 ^th Street properties: and

•

$520.0 million of proceeds from the sale of our 1440 Broadway property.

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Our primary uses of non-operating cash flow for the year ended December 31, 2017 include:

•

$913.7 million for principal repayments on our mortgage notes payable including our mezzanine notes;

•

$515.5 million for liquidating distributions to common stockholders;

•

$276.7 million for the acquisition of the additional interest in Worldwide Plaza, $260.0 million of which was funded from restricted cash and the balance of which was funded from cash on hand; and

•

$6.4 million for capital improvements at our properties

Contractual Obligations

Debt Obligations

The following is a summary of our contractual debt obligations as of December 31, 2017:


					Years Ended December 31,
(In thousands)	Total		2018		2019 – 2020		2021 – 2022		Thereafter
Principal payment due:
Mortgage notes payable [1]	$	215,494	$	196,800	$	777	$	17,917	$	—

Interest payments due:
Mortgage notes payable [1]	$	35,406	$	32,007	$	2,291	$	1,108	$	—

[1]	The mezzanine loan is classified as mortgage notes payable on the Consolidated Statement of Net Assets and is included in this table.

All debt maturing during 2018 is expected to either be paid in full with proceeds from property sales or are to be extended as provided for in the loan agreement. To date in 2018, $158.3 million of the debt maturing in 2018 has been repaid.

Lease Obligations

We entered into ground lease agreements with the owners of the land parcels at 350 Bleecker Street and the Viceroy Hotel. The following table reflects the minimum base cash rental payments due from us over the next five years and thereafter under these arrangements. These amounts exclude contingent rent payments, as applicable, that may be payable based on provisions related to increases in annual rent based on exceeding certain economic indexes, among other items.


					Years Ended December 31,
(In thousands)	Total		2018		2019 – 2020		2021 – 2022		Thereafter
Ground lease obligations	$	265,724	$	5,175	$	10,865	$	11,546	$	238,138

Comparability of Financial Data From Period to Period

Under going concern accounting, the comparability of financial data from period to period was affected by several items including (i) the timing of our property acquisition and leasing activity; (ii) the timing of property sales; (iii) when material impairment losses on assets are taken; and (iv) fluctuations in the fair value of our OP units and restricted shares.

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Results of Operations

In light of the adoption of liquidation basis accounting as of January 1, 2017, the results of operations for the current year is not comparable to the prior year. Our assets continue to perform in a manner that is relatively consistent with prior reporting periods. We have experienced no significant changes in occupancy or rental rates, other than those discussed below.

Due to the adoption of the Liquidation Plan, we are no longer reporting funds from operations, core funds from operations, adjusted funds from operations, adjusted earnings before interest, taxes, depreciation and amortization, net operating income, cash net operating income and adjusted cash net operating income, as we no longer consider these to be key performance measures.

Occupancy and Leasing

As of December 31, 2017, our consolidated portfolio was 97.6% leased, compared to 98.4% as of December 31, 2016 as adjusted for properties sold in 2017. Occupancy is inclusive of leases signed but not yet commenced. See Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations – Significant Accounting Estimates and Critical Accounting Policies below for accounting policies relating to revenue recognition.

Changes in Net Assets in Liquidation

A summary of the change in net asset value for the year ended December 31, 2017 is as follows:


Liquidating distribution to common stockholders	$	(515,541	)
Difference between estimated liquidation value and actual sales price		(109,538	)
Revised estimated liquidation value		(34,715	)
Revised estimated costs, including defeasance costs		(52,217	)
Adjustments for closing costs, debt costs and holding periods		(7,802	)

Change in net asset value	$	(719,813	)

The net assets in liquidation at December 31, 2017, which are presented on an undiscounted basis, includes Worldwide Plaza valued at $1.725 billion which is based on the recent sale of a 48.7% interest in the property as discussed in Note 6 and excludes Management’s estimate of the future increase in value from the planned investment in the repositioning of Worldwide Plaza, resulting in liquidating distributions of approximately $4.96 per common share of which $2.00 per common share was distributed to stockholders on January 26, 2018. This estimate of liquidating distributions includes projections of costs and expenses to be incurred during the period required to complete the Liquidation Plan. As of October 18, 2017, Worldwide Plaza is managed by a joint venture of SL Green and RXR Realty, two of the largest owner operators in New York City. We, along with our new joint venture partners, are committed to investing significant additional capital into Worldwide Plaza to further improve and reposition the asset which we believe includes embedded opportunities to roll leases to increase the value of the property. We believe that once the actions are implemented and come to fruition, the value of Worldwide Plaza will range from $1.9 billion to $2.2 billion by our anticipated sale date of November 2021. The increase in the future market value of Worldwide Plaza will be reflected in the Statement of Net Assets in liquidation as the specific actions related to the repositioning have been completed and such increases in market value can be observed. Assuming a future value of $2.0 billion in November 2021, would result in an increase to our net assets in liquidation of approximately $0.62 per share, which would result in estimated net

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assets in liquidation, on an undiscounted basis, of $5.58 per share as of December 31, 2017. This amount is inclusive of the $2.00 per share that was paid to stockholders on January 26, 2018. Management’s estimate, like any estimate or projection, is subject to various assumptions and uncertainties including the joint venture’s ability to execute on the business plan, tenants paying their rental obligations, the equity capital and financing markets and New York City market conditions generally. There is no assurance that the joint venture will be successful in taking these various actions and that these actions will, in fact, result in the estimated increase in the value of the property.

Our audited financial statements included in this Annual Report on Form 10-K are prepared on the liquidation basis of accounting and accordingly include an estimate of the liquidation value of our assets and other estimates, including estimates of anticipated cash flow, timing of asset sales and liquidation expenses. These estimates update estimates that we have previously provided. These estimates are based on multiple assumptions, some of which may prove to be incorrect, and the actual amount of liquidating distributions we pay to you may be more or less than these estimates. We cannot assure you of the actual amount or timing of liquidating distributions you will receive pursuant to the Liquidation Plan.

Election as a REIT

We elected and qualified to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986, as amended (the “Code”), effective for our taxable year ended December 31, 2010. We believe that, commencing with such taxable year, we have been organized and operated in a manner so that we qualify for taxation as a REIT under the Code. We intend to continue to operate in such a manner, but no assurance can be given that we will operate in a manner so as to remain qualified for taxation as a REIT. In order to continue to qualify for taxation as a REIT we must, among other things, distribute annually at least 90% of our REIT taxable income (which does not equal net income as calculated in accordance with GAAP) determined without regard for the deduction for dividends paid and excluding net capital gains, and must comply with a number of other organizational and operational requirements. If we continue to qualify for taxation as a REIT, we generally will not be subject to federal corporate income tax on that portion of our REIT taxable income that we distribute to our stockholders. Even if we qualify for taxation as a REIT, we may be subject to certain state and local taxes on our income and properties as well as federal income and excise taxes on our undistributed income.

Inflation

Many of our leases contain provisions designed to mitigate the adverse impact of inflation. These provisions generally increase rental rates during the terms of the leases either at fixed rates or indexed escalations (based on the Consumer Price Index or other measures). We may be adversely impacted by inflation on the leases that do not contain indexed escalation provisions. In addition, our net leases require the tenant to pay its allocable share of operating expenses, which may include common area maintenance costs, real estate taxes and insurance. This may reduce our exposure to increases in costs and operating expenses resulting from inflation.

Off-Balance Sheet Arrangements

We have no off-balance-sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

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Significant Accounting Estimates and Critical Accounting Policies

Set forth below is a summary of the significant accounting estimates and critical accounting policies that management believes are important to the preparation of our consolidated financial statements. Certain of our accounting estimates are particularly important for an understanding of our financial position and results of operations and require the application of significant judgment by our management. As a result, these estimates are subject to a degree of uncertainty. Prior to the adoption of the Liquidation Plan, our most sensitive estimates involved the allocation of the purchase price of acquired properties, evaluating our real estate investments for impairment, and valuing our OP and LTIP units. Subsequent to the adoption of the Liquidation Plan, we are required to estimate all costs and income we expect to incur and earn through the end of liquidation including the estimated amount of cash we expect to collect on the disposal of our assets and the estimated costs to dispose of our assets.

Revenue Recognition

Prior to the adoption of the Liquidation Plan, we accounted for our leases with tenants as operating leases with rental revenue recognized on a straight-line basis over the initial term of the lease. Because many of our leases provide for rental increases at specified intervals, generally accepted accounting principles (“GAAP”) required us to record a receivable, and include in revenues on a straight-line basis, unbilled rent receivables that we would only receive if the tenant made all rent payments required through the expiration of the initial term of the lease. We deferred the revenue related to lease payments received from tenants in advance of their due dates. When we acquired a property, the acquisition date was considered to be the commencement date for purposes of this calculation.

Rental revenue recognition commenced when the tenant took possession or control of the physical use of the leased space. For the tenant to take possession, the leased space had to be substantially ready for its intended use. To determine whether the leased space was substantially ready for its intended use, we evaluated whether we, or the tenant, owned the tenant improvements. When we were the owner of tenant improvements, rental revenue recognition began when the tenant took possession of the finished space, which was when such improvements were substantially complete. When we concluded that the tenant was the owner of tenant improvements, rental revenue recognition began when the tenant took possession of or controlled the space.

When we concluded that we are the owner of tenant improvements, we capitalized the cost to construct the tenant improvements, including costs paid for or reimbursed by the tenants. When we concluded that the tenant was the owner of tenant improvements for accounting purposes, we recorded our contribution towards those improvements as a lease incentive, which was included in deferred leasing costs, net on the consolidated balance sheet as of December 31, 2016 and amortized as a reduction to rental income on a straight-line basis over the term of the lease.

Under liquidation accounting, we have accrued all income that we expect to earn through the end of liquidation to the extent we have a reasonable basis for estimation. These amounts are classified in liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statement of Net Assets.

In accordance with liquidation accounting, as of January 1, 2017, tenant and other receivables were adjusted to their net realizable values. We continually review tenant and other receivables to determine collectability. Any changes in the collectability of the receivables is reflected in the net realizable value of the receivable.

Under going concern accounting, unbilled rent receivable included the difference between straight line rent and contractual amounts due. We reviewed unbilled rent receivables monthly for collectability. Unbilled rent

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receivable is not contemplated under liquidation accounting. We accrue rental revenue based on contractual amounts expected to be collected during liquidation.

We own certain properties with leases that include provisions for the tenant to pay contingent rental income based on a percent of the tenant’s sales upon the achievement of certain sales thresholds or other targets which may be monthly, quarterly or annual targets. As the lessor to the aforementioned leases, under going concern accounting we deferred the recognition of contingent rental income until the specified target that triggered the contingent rental income was achieved, or until such sales upon which percentage rent is based were known. Contingent rental income earned was included in rental income on the consolidated statement of operations and comprehensive loss for the year ended December 31, 2016. Contingent rental income is not contemplated under liquidation accounting unless we have a reasonable basis to estimate future receipts.

Cost recoveries from tenants are included in operating expense reimbursement in the period the related costs are incurred, as applicable.

Our hotel revenues are recognized as earned and are derived from room rentals and other sources such as charges to guests for telephone service, movie and vending commissions, meeting and banquet room revenue and laundry services.

Investments in Real Estate

Prior to the adoption of the Liquidation Plan, we evaluated the inputs, processes and outputs of each asset acquired to determine if the transaction was a business combination or asset acquisition. If an acquisition qualified as a business combination, the related transaction costs were recorded as an expense in the consolidated statement of operations. If an acquisition qualified as an asset acquisition, the related transaction costs were generally capitalized and subsequently amortized over the useful life of the acquired assets.

In business combinations, we allocated the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities and non-controlling interests based on their respective estimated fair values. Tangible assets included land, land improvements, buildings, fixtures and tenant improvements. Intangible assets or liabilities included the value of in-place leases, above- and below-market leases and other identifiable intangible assets or liabilities based on lease or property specific characteristics.

The fair value of the tangible assets of an acquired property with an in-place operating lease was determined by valuing the property as if it were vacant, and the “as-if-vacant” value was then allocated to the tangible assets based on the fair value of the tangible assets. The fair value of in-place leases was determined by considering estimates of carrying costs during the expected lease-up periods, current market conditions, as well as costs to execute similar leases. The fair value of above- or below-market leases was recorded based on the present value of the difference between the contractual amount to be paid pursuant to the in-place lease and our estimate of the comparable fair market lease rate, measured over the remaining term of the lease. The fair value of other intangible assets, such as real estate tax abatements, were recorded based on the present value of the expected benefit and amortized over the expected useful life including any below-market fixed rate renewal options for below-market leases.

Fair values of assumed mortgages, if applicable, were recorded as debt premiums or discounts based on the present value of the estimated cash flows, which was calculated to account for either above- or below-market interest rates.

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We utilized a number of sources in making our estimates of fair values for purposes of allocating purchase price including real estate valuations prepared by independent valuation firms. We also considered information and other factors including: market conditions, the industry in which the tenant operates, characteristics of the real estate such as location, size, demographics, value and comparative rental rates, tenant credit profile and the importance of the location of the real estate to the operations of the tenant’s business.

As of January 1, 2017, the investments in real estate were adjusted to their estimated net realizable value, or liquidation value, to reflect the change to the liquidation basis of accounting. The liquidation value represents the estimated amount of cash we expect to collect on the disposal of our assets as we carry out our Liquidation Plan. The liquidation value of our investments in real estate are presented on an undiscounted basis. Estimated costs to dispose of these assets are presented separately from the related assets. Subsequent to January 1, 2017, all changes in the estimated liquidation value of the investments in real estate are reflected as a change in our undiscounted net assets in liquidation.

The liquidation value of real estate investments is determined by considering projected operating cash flows, sales of comparable assets, if any, and replacement costs among other measures. The methods used to estimate the fair value of real estate investments include the discounted cash flow method, sales approach and/or third party information such as appraisals and sale offers to the extent available.

Depreciation and Amortization

Under going concern accounting, depreciation was computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land improvements, five to seven years for fixtures and improvements, and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests. Under liquidation accounting, investments in real estate are no longer depreciated.

Under going concern accounting, acquired above-market leases were amortized as a reduction of rental income over the remaining terms of the respective leases. Acquired below-market leases were amortized as an increase to rental income over the remaining terms of the respective leases and expected below-market renewal option periods. Acquired above-market ground leases were amortized as a reduction of property operating expense over the remaining term of the respective leases. Acquired below- market ground leases were amortized as an increase to property operating expense over the remaining term of the respective leases and expected below-market renewal option period. The value of in-place leases, exclusive of the value of above- and below-market in-place leases, was amortized to depreciation and amortization expense over the remaining periods of the respective leases. Assumed mortgage premiums or discounts, if applicable, were amortized as a reduction or increased to interest expense over the remaining term of the respective mortgages. Under liquidation accounting, intangible assets and liabilities are included in the liquidation value of investments in real estate and are no longer amortized.

Impairment of Long Lived Assets

Under going concern accounting, when circumstances indicated the carrying value of a property may not be recoverable, we reviewed the asset for impairment. This review was based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates considered factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If such estimated cash flows were less than the carrying value of a property, an impairment loss was recorded to the extent that the carrying value exceeded the estimated fair value of the property.

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Derivative Instruments

We used derivative financial instruments to hedge the interest rate risk associated with a portion of our borrowings. The principal objective of such agreements is to minimize the risks and costs associated with our operating and financial structure as well as to hedge specific anticipated transactions. As of December 31, 2017, we did not hold any derivative instruments.

Prior to the adoption of the Liquidation Plan, all derivatives were carried on the balance sheet at fair value. The accounting for changes in the fair value of derivatives depended on the intended use of the derivative, whether we elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that is attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge.

If we designated a qualifying derivative as a hedge, changes in the value of the derivative were reflected in accumulated other comprehensive income (loss) on the accompanying consolidated balance sheet. If a derivative did not qualify as a hedge, or if we did not elect to apply hedge accounting, changes in the value of the derivative were reflected in other income (loss) on the accompanying consolidated statement of operations and comprehensive income (loss).

Recent Accounting Pronouncement

There are no new accounting pronouncements that are applicable or relevant to the Company under the liquidation basis of accounting.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

The market risk associated with financial instruments and derivative financial instruments is the risk of loss from adverse changes in market prices or interest rates. Our mortgage debt, which consists of secured financings, bears interest at fixed rates and variable rates. Our interest rate risk management objectives are to limit the impact of interest rate changes on earnings and cash flows and to lower our overall borrowing costs. From time to time, we may enter into interest rate hedge contracts such as swaps, caps, collars and treasury lock agreements in order to mitigate our interest rate risk with respect to various debt instruments. We do not hold or issue these derivative contracts for trading or speculative purposes. We do not have any foreign operations and thus we are not exposed to foreign currency fluctuations.

As of December 31, 2017, our debt consisted of both fixed and variable-rate debt. We had fixed-rate secured mortgage notes payable with an aggregate carrying value of $19.0 million and a fair value of $20.4 million. Changes in market interest rates on our fixed-rate debt impact the fair value of the notes, but it has no impact on interest due on the notes. For instance, if interest rates rise 100 basis points and our fixed rate debt balance remains constant, we expect the fair value of our obligation to decrease, the same way the price of a bond declines as interest rates rise. The sensitivity analysis related to our fixed-rate debt assumes an immediate 100

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basis point move in interest rates from their December 31, 2017 levels, with all other variables held constant. A 100 basis point increase in market interest rates would result in a decrease in the fair value of our fixed-rate debt by $0.7 million. A 100 basis point decrease in market interest rates would result in an increase in the fair value of our fixed-rate debt by $0.7 million.

As of December 31, 2017, our variable-rate debt had a carrying and fair value of $196.5 million. Interest rate volatility associated with this variable-rate debt affects interest expense incurred and cash flow. The sensitivity analysis related to our variable-rate debt assumes an immediate 100 basis point move in interest rates from their December 31, 2017 levels, with all other variables held constant. A 100 basis point increase or decrease in variable interest rates on our variable-rate debt would increase or decrease our interest expense by $2.0 million annually.

These amounts were determined by considering the impact of hypothetical interest rates changes on our borrowing costs, and assuming no other changes in our capital structure. As the information presented above includes only those exposures that existed as of December 31, 2017, it does not consider exposures or positions arising after that date. The information represented herein has limited predictive value. Future actual realized gains or losses with respect to interest rate fluctuations will depend on cumulative exposures, hedging strategies employed and the magnitude of the fluctuations.

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Item 8. Financial Statements and Supplementary Data.

The information required by this Item 8 is hereby incorporated by reference to our Consolidated Financial Statements beginning on page 68 of this Annual Report on Form 10-K.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed with the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow timely decisions regarding required disclosure.

As of December 31, 2017 an evaluation was performed under the supervision and with the participation of our management, including the CEO and CFO, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) under the Securities Exchange Act of 1934). Based on that evaluation, our management, including the CEO and CFO, concluded that our disclosure controls and procedures were effective as of December 31, 2017.

Management’s Annual Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) promulgated under the Exchange Act and as set forth below. Under Rule 13a-15(c), management must evaluate, with the participation of the Chief Executive Officer and Chief Financial Officer, the effectiveness, as of the end of each calendar year, of our internal control over financial reporting. The term internal control over financial reporting is defined as a process designed by, or under the supervision of, the issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

1)	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and

3)	Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.

In the course of preparing this Annual Report on Form 10-K and the consolidated financial statements included herein, our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2017 using the criteria issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in the Internal Control-Integrated Framework (2013) . Based on that evaluation, management concluded that our internal control over financial reporting was effective as of December 31, 2017.

KPMG LLP, an independent registered public accounting firm, was engaged to audit the consolidated financial statements included in this Annual Report on Form 10-K and their audit report is included on Page 69 of this Annual Report on Form 10-K. KPMG LLP was also engaged to audit the effectiveness of our internal control over financial reporting as of December 31, 2017 and issued an unqualified audit report regarding their assessment of the effectiveness of internal control over financial reporting is included on page 69 in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

During the quarter ended December 31, 2017, there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information.

None.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers of the Company.

The following table represents certain information with respect to our trustees as of the date of this annual report:


Name	Age		Principal Occupation and Position Held
Wendy A. Silverstein		57	Chief Executive Officer and President
John Garilli		53	Chief Financial Officer
Randolph C. Read		65	Non-Executive Chairman
P. Sue Perrotty		64	Independent Director, Nominating and Corporate Governance Committee Chairman
Craig T. Bouchard		64	Independent Director, Compensation Committee Chair
Joe C. McKinney		71	Independent Director, Audit Committee Chair
Howard Goldberg		72	Independent Director

Wendy Silverstein, Chief Executive Officer and President – Ms. Silverstein was elected to the Board in February 2017 upon the recommendation of WW Investors pursuant to the Settlement Agreement and became our Chief Executive Officer in March 2017. Ms. Silverstein previously served as Executive Vice President and Co-Head of Acquisitions and Capital Markets for Vornado Realty Trust (NYSE:VNO) (“Vornado”), one of the largest owners of commercial real estate in the United States, from 1998 to 2015. As head of Capital Markets, Ms. Silverstein was the principal architect of the financing that fueled the growth of Vornado from a $3 billion NJ-based strip center company to a $35 billion office and street retail company, overseeing more than $30 billion of debt and equity financings. As Co-Head of Acquisitions, she was also responsible for a wide variety of real estate as well as corporate acquisitions during her tenure. Ms. Silverstein was a member of the Investment Committee for Vornado’s private equity fund, Vornado Capital Partners, L.P. On behalf of Vornado, she has served on the board of directors of Toys R Us, Inc. since its leveraged buyout in 2005. Prior to joining Vornado in 1998, Ms. Silverstein spent 12 years at Citicorp. From 1990 to 1998, she was with Citicorp Real Estate in the Corporate Debt Restructuring Group, which she headed from 1994 to 1998. From 1986 to 1990 she was with the Leveraged Capital Group at Citibank, N.A. providing sponsor financing for leveraged buyouts. Currently, Ms. Silverstein continues to represent Vornado on the board of directors of Toys R Us, Inc. and serves on the board of directors of Alexander’s, Inc. and TPG Real Estate Finance Trust. She previously served as an independent advisor to Trinity Church regarding its extensive real estate portfolio and led negotiations on its behalf for a multi-billion transaction with Norges Bank Investment Management. Ms. Silverstein is an active member of the U.S. board of directors of Beit Ruth, an educational and therapeutic village for at risk teenage girls in Israel. Ms. Silverstein earned her Bachelor of Science in Economics, Magna Cum Laude, and a Master of Business Administration with Distinction from The Wharton School of the University of Pennsylvania. She is also a Certified Public Accountant.

John Garilli, Chief Financial Officer – Mr. Garilli has been employed by an affiliate of the Winthrop Advisor since June 1995 and has served as our Chief Financial Officer since March of 2017. Prior to his appointment, Mr. Garilli served as Chief Accounting Officer of Winthrop Realty Trust until his appointment to Chief Financial Officer of Winthrop Realty Trust in 2012. Prior to joining Winthrop, Mr. Garilli worked for The Green Company, a residential real estate development company.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

Randolph C. Read, Non-Executive Chairman of the Board of Directors – Mr. Read has served as an independent director of our company since December 2014, including as non-executive chairman of our board of directors since June 2015. Mr. Read previously served as the non-executive chairman of the board of directors of Healthcare Trust, Inc. (2015-2016). Mr. Read has served as an independent director of Business Development Corporation of America since December 2014, which since November 2016 has been advised by an affiliate of Benefit Street Partners L.L.C. Mr. Read also served as an independent director of Business Development Corporation of America II (“BDCA II”) from December 2014 until the liquidation and dissolution of BDCA II in December 2015. Mr. Read has been president and chief executive officer of Nevada Strategic Credit Investments, LLC since 2009. From 2007 to 2009 Mr. Read served with The Greenspun Corporation, lastly as executive director and president, whose companies included its wholly owned subsidiary American Nevada Realty. Mr. Read has previously served as president of a variety of other companies and has previously served on a number of public and private company boards. He is admitted as a Certified Public Accountant and has an M.B.A. in Finance from the Wharton Graduate School of the University of Pennsylvania and a B.S. from Tulane University.

Sue Perrotty, Independent Director, Nominating and Corporate Governance Committee Chairman – Ms. Perrotty has served as an independent director of our company since September 2014 and as a member of our Audit committee since December 2014, serving as Chair of the Audit Committee from December 2014 through June of 2017. Ms. Perrotty has served as non-executive chair of GNL since March 2015, as an independent director of AXAR Acquisition Corp. from October 2014 through October 2017, and as an independent director of ARC HT III since August 2014. Ms. Perrotty served as an independent director of ARC HT from November 2013 until the close of ARC HT’s merger with Ventas, Inc. in January 2015. Ms. Perrotty also served as an independent director of ARC DNAV from August 2013 until August 2014 and as an independent director of ARC HOST from September 2013 until September 2014. Ms. Perrotty is the owner, president and chief executive officer of BAC Services since April 2011. Ms. Perrotty also has been an investor and advisor to several small businesses and entrepreneurs in varying stages of development since August 2008. Ms. Perrotty served in the administration of Governor Edward G. Rendell as chief of staff to First Lady, Judge Marjorie Rendell from November 2002 through August 2008. Prior to her retirement from banking, Ms. Perrotty held the position of executive vice president and head of Global Operations for First Union Corp. as a member of the Office of the Chairman from January 2001 to January 2002. Prior to that time, Ms. Perrotty was Banking Group head for the Pennsylvania and Delaware Banking Operations of First Union from November 1998 until January 2001. Ms. Perrotty joined First Union through the merger with Corestates Bank where she served as executive vice president and head of IT and Operations from April 1996 until November 1998. From 1980 through April 1996, Ms. Perrotty also served at Meridian Bancorp as senior executive vice president and head of all Consumer Businesses including Retail Banking, Mortgage Banking, Product Development and Marketing as well as strategic customer information and delivery system development. Ms. Perrotty was a member of the chairman’s staff in each of the companies she served. Ms. Perrotty serves on several boards including the Board of Trustees of Albright College, where she is an Emerita Trustee. Ms. Perrotty also serves Chair of the Berks County Community Foundation and on the Board of Girls Scouts of Eastern PA. Ms. Perrotty has received several awards for community leadership and professional accomplishments including the PA 50 Best Women in Business, the Athena Award from the Chamber of Commerce, the Franciscan Award from Alvernia University, the Albright College Distinguished Alumni Award, the Women of Distinction Award from the March of Dimes, Taking the Lead Award from the Girl Scouts of Eastern PA and the 2006 Champion of Youth Award from Olivet Boys & Girls Club. Ms. Perrotty is a graduate of Albright College with a Bachelor of Science degree in Economics and was also awarded an Honorary Doctor of Laws degree from Albright College in 2010.

Craig T. Bouchard, Independent Director, Compensation Committee Chairman – Mr. Bouchard was elected as an independent director pursuant to the Settlement Agreement in October 2016 and appointed to the

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

nominating and corporate governance committee and the conflicts committee. Mr. Bouchard serves as the Chairman of the Board and Chief Executive Officer of Braidy Industries, Inc. Mr. Bouchard served as the Chairman of the Board and Chief Executive Officer of Real Industry, Inc. (NASDAQ: RELY) from June 2013 to August 2016. Mr. Bouchard is a New York Times Best Selling Author, having co-authored a book on corporate management, “The Caterpillar Way: Lessons in Leadership, Growth and Stockholder Value,” Copyright 2013, (McGraw Hill, November 2013). In 2010, Mr. Bouchard founded Shale-Inland, LLC; a leading distributor of stainless steel pipe, valves and fittings, and stamped and fabricated parts to the United States energy industry. Mr. Bouchard served as the Chief Executive Officer and later as the Chairman of the Board of Shale-Inland through 2012. Before founding Shale-Inland, in 2004, Mr. Bouchard co-founded and was the President and Vice Chairman of the Board of the steel company Esmark, Inc. (NASDAQ: ESMK). Prior to that, Mr. Bouchard was the Global Head of Derivatives Trading at the First National Bank of Chicago, where his career spanned 19 years. Mr. Bouchard is currently a member of the Leadership Board of the Department of Athletics at Duke University. Mr. Bouchard served on the Board of Trustees of Boston University and on the Foundation of the University of Montana. Mr. Bouchard holds a Bachelor of Arts degree from Illinois State University, a Master of Economics degree from Illinois State University, and a Master of Business Administration degree from the University of Chicago.

Joe C. McKinney, Independent Director , Audit Committee Chairman – Mr. McKinney has served as an independent director of our company since January 2017. Mr. McKinney also currently serves as a member of the Audit Committee serving as Chair of the Audit Committee since June 2017 and the Compensation Committee of our Board. Mr. McKinney has been Vice-Chairman of Broadway National Bank, a locally owned and operated San Antonio-based bank, since October 2002. He formerly served as Chairman of the Board of Directors and Chief Executive Officer of JPMorgan Chase Bank-San Antonio from November 1987 until his retirement in March 2002. Mr. McKinney has been an independent director of Luby’s Inc. (NYSE) since January 2003 and is Chairman of its Finance and Audit Committee and a member of its Nominating and Corporate Governance Committee and the Executive Committee. He is a director of Broadway National Bank and Broadway Bancshares, Inc. In February 2018 he became a member of the Board of Directors of USIR III (related to USAA Real Estate Company). He was a director of USAA Real Estate Company from September 2004 through November 2016. He was a director of US Global Investor Funds from 2008 to 2015. He was a director of Prodigy Communications Corporation from January 2001 to November 2001, when the company was sold to SBC Communications, Inc., and served on its Special Shareholder Committee and Audit and Compensation Committee. Mr. McKinney graduated from Harvard University in 1969 with a Bachelor of Arts in Economics, and he graduated from the Wharton Graduate School of the University of Pennsylvania in 1973 with a Master of Business Administration in Finance.

Howard Goldberg, Independent Director - Mr. Goldberg was elected to the Board in March 2017 upon the recommendation of WW Investors pursuant to the Settlement Agreement and was appointed to the Compensation Committee. Mr. Goldberg has been a private investor in both real estate and start-up companies and has provided consulting services to start-up companies since 1999. From 1994 through 1998, Mr. Goldberg served as President, CEO and board member of Player’s International, a publicly traded company in the gaming business prior to its sale to Harrah’s Entertainment Inc. From 2003 through 2005, Mr. Goldberg served as a part-time consultant to Laser Lock Technologies, Inc., LLTI.OB, a publicly traded development stage company engaged in the development and marketing of technologies for the prevention of product and document counterfeiting and electronic article surveillance. He now serves as a Board member and member of the executive committee of VRME, a successor to LLTI. From 1995 through 2000, Mr. Goldberg served on the Board of Directors and Audit Committee of Imall Inc., a publicly traded company that provided on-line shopping prior to its sale to Excite-at-Home. Mr. Goldberg served as a member of the Board of Directors and the Audit Committee of the Shelbourne Entities from August 2002 until their liquidation in April 2004. Mr. Goldberg served as a member of the Board of

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

Trustees of Winthrop Realty Trust, a publicly traded real estate investment trust, from December 2003 to August 2016 when Winthrop’s assets were transferred to a liquidating trust. Mr. Goldberg was a member of Winthrop’s Audit Committee and Nominating and Corporate Governance Committee and was its lead independent trustee. Mr. Goldberg currently serves as a trustee for Winthrop Realty Liquidating Trust. Mr. Goldberg has a law degree from New York University and was previously the managing partner of a New Jersey law firm where he specialized in gaming regulatory law and real estate from 1970 through 1994.

Family Relationships

There are no family relationships between any of our directors or executive officers.

Audit Committee

The Company has a standing audit committee, which is currently chaired by Mr. McKinney and also includes Ms. Perrotty and Mr. Read. Our board of directors has determined that all the current members of the audit committee are independent for purposes of the applicable NYSE corporate governance listing requirements and the rules and regulations of the SEC, and all of the members of our audit committee are financially literate. In addition, our board of directors has determined that Mr. McKinney, Ms. Perrotty and Mr. Read are each qualified as an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K and the rules and regulations of the SEC.

The audit committee, in performing its duties, monitors:

•

our financial reporting process;

•

the integrity of our financial statements;

•

compliance with legal and regulatory requirements;

•

the independence and qualifications of our independent and internal auditors, as applicable; and

•

the performance of our independent and internal auditors, as applicable.

Code of Ethics

Our board of directors has adopted a Code of Ethics, most recently amended and restated on February 17, 2016 (the “Code of Ethics”), which is applicable to our directors, officers and employees (if we ever have employees) and the directors, officers and employees of our subsidiaries and affiliates. The Code of Ethics covers topics including, but not limited to, conflicts of interest, confidentiality of information, full and fair disclosure, reporting of violations and compliance with laws and regulations.

The Code of Ethics are available on the Company’s website at www.nyrt.com by clicking on “Investor Relations – Corporate Information – Governance Documents.” You may also obtain a copy of the Code of Ethics by writing to our secretary at: New York REIT, Inc., 7 Bulfinch Place, Suite 500, Boston, MA 02114, Attention: John Garilli, Chief Financial Officer, Treasurer and Secretary. A waiver of the Code of Ethics may be made only by our board of directors or the appropriate committee of our board of directors and will be promptly disclosed to the extent required by law.

Item 11. Executive Compensation

We have no employees. Our Advisor performs our day-to-day management functions. Wendy Silverstein is a consultant to, and John Garilli is an employee of an affiliate of, the Advisor and do not receive any

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

compensation directly from us for serving as our executive officers. Our former named executive officers, Michael A. Happel and Nicholas Radesca, were employees of affiliates of New York Recovery Advisors LLC (the “Former Advisor”) and New York Recovery Properties LLC (the “Prior Property Manager”) and, except in the limited circumstances described below, did not receive any compensation directly from us for serving as our executive officers. Moreover, we do not reimburse our Advisor and its affiliates, and did not reimburse our Former Advisor or its affiliates, that are or were involved in the managing of our operations for salaries, bonuses or benefits incurred by these entities and paid to our named executive officers.

See Item 13 “Certain Relationships and Related Transactions” for a discussion of fees payable and expenses reimbursable to the Advisor, the Property Manager, the Former Advisor and the Prior Property Manager and their affiliates under our agreements with them.

We did not determine the compensation payable to our named executive officers by our Advisor or its affiliates during the year ended December 31, 2017 and likewise did not determine the compensation payable to these persons by our Former Advisor or its affiliates.

Compensation of Executive Officers

The following table, footnotes and related narrative summarizes the “total compensation” earned by the named executive officers for services rendered to the Company for each of the fiscal years ended December 31, 2017, 2016 and 2015 during which such individuals were designated as named executive officers:


Name and Principal Position	Year		Salary		Bonus		Stock Awards (1)		All Other Compensation (2)		Total
Wendy Silverstein,		2017	$	—	$	—	$	—	$	—	$	—
Chief Executive Officer		2016		—		—		—		—		—
		2015		—		—		—		—		—

John Garilli,		2017	$	—	$	—	$	—	$	—	$	—
Chief Financial Officer		2016		—		—		—		—		—
		2015		—		—		—		—		—

Michael A. Happel,		2017	$	—	$	—	$	—	$	—	$	—
Former President and		2016		—		—		—		—		—
Chief Executive Officer (3)		2015		—		—		—		—		—

Nicholas Radesca,		2017	$	—	$	—	$	—	$	—	$	—
Former Interim Chief Financial		2016		—		—		—		14,554		14,554
Officer, Treasurer and Secretary (3)		2015		—		—		446,836		5,631		452,467

(1)

Amounts represent the aggregate grant date fair value of awards of restricted shares calculated in accordance with FASB ASC Topic 718 for purposes of this table only. In our consolidated financial statements included in the 2016 Annual Report and our Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2016, June 30, 2016 and September 30, 2016, these grants have been accounted for under FASB ASC Topic 505.

(2)	The amount reported as “All Other Compensation” represents the value of distributions on unvested restricted shares.

(3)	On March 7, 2017, Mr. Happel resigned as our President and Chief Executive Officer and Mr. Radesca resigned as our Interim Chief Financial Officer, Treasurer and Secretary.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

Equity Compensation

Stock Option Plan

We have adopted a stock option plan to provide incentive compensation to attract and retain qualified directors, officers, advisors, consultants and other personnel, including our external advisor and its officers, directors and affiliates, as well as persons employed by the external advisor, and its affiliates, and any of our joint venture affiliates. Our board of directors has delegated its administrative responsibilities under the stock option plan to our compensation committee. In this capacity, our compensation committee has the full authority to: (1) administer and interpret the stock option plan; (2) authorize the granting of awards; (3) determine the eligibility of directors, officers, advisors, consultants and other personnel, including the external advisor and its affiliates, as well as persons employed by the external advisor and its affiliates, and any of our joint venture affiliates, to receive an award; (4) determine the number of shares of our common stock to be covered by each award (subject to the individual participant limitations provided in the stock option plan); (5) determine the terms, provisions and conditions of each award (which may not be inconsistent with the terms of the stock option plan); (6) prescribe the form of instruments evidencing such awards; and (7) take any other actions and make all other determinations that it deems necessary or appropriate in connection with the stock option plan or the administration or interpretation thereof; however, neither the compensation committee nor our board of directors may take any action under our stock option plan that would result in a repricing of any stock option without having first obtained the affirmative vote of our stockholders. In connection with this authority, our board of directors or our compensation committee may, among other things, establish performance goals that must be met in order for awards to be granted or to vest, or for the restrictions on any such awards to lapse. The total number of shares that may be made subject to awards under our stock option is 500,000 shares (as such number may be adjusted for stock splits, stock dividends, combinations and similar events).

No awards under our stock option plan have been made.

Restricted Share Plan

The RSP provides for the issuance of restricted shares, including to our non-executive directors. Our board of directors has delegated its administrative responsibilities under the RSP to our compensation committee. In this capacity, our compensation committee has the ability to grant awards of restricted shares to our directors, officers and employees (if we ever have employees), employees of our Advisor and their respective affiliates, employees of entities that provide services to us, directors of the Former Advisor or of entities that provide services to us, certain of our consultants and certain consultants to the Advisor and its affiliates or to entities that provide services to us. Our compensation committee also has the ability in this capacity to determine which form the awards will take and the terms and conditions of the awards.

As of December 31, 2017, there were 68,288 unvested restricted shares outstanding under the RSP. Restricted shares may not, in general, be sold or otherwise transferred until the restrictions are removed and the shares have vested. Holders of restricted shares are entitled to receive cash distributions prior to the time that the restrictions on the restricted shares have lapsed. Any distributions payable in shares of our common stock will be subject to the same restrictions as the underlying restricted shares.

The vesting terms of awards under the RSP are as described in the relevant award agreement.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

Outstanding Equity Awards at Fiscal Year End

The following table sets forth certain information with respect to all outstanding equity-based awards held at the end of the fiscal year ended December 31, 2017 by each executive officer of the Company at December 31, 2017 and our named executive officers:


Name	Number of Restricted Shares that Have Not Vested		Market Value of Restricted Shares that Have Not Vested (1)
John Garilli		—		—
Michael A. Happel		—		—
Nicholas Radesca (2)		4,828		18,974
Wendy Silverstein		—		—

(1)	Based on $3.93 per share, the closing price of our common stock on the last business day of the fiscal year ended December 31, 2017.

(2)	The restricted shares fully vested effective February 2, 2018.

Compensation of Directors

The following table sets forth information regarding compensation of directors who served as members of our board of directors during the year ended December 31, 2017:


Name	Fees Earned or Paid in Cash (1)		Stock Awards (2)		Option Awards		Non-Equity Incentive Plan Compensation		Changes in Pension Value and Nonqualified Deferred Compensation		All Other Compensation (3)		Total Compensation
Craig Bouchard	$	225,500	$	—	$	—	$	—	$	—	$	—	$	225,500
Robert H. Burns (4)		—		—		—		—		—		—		—
James Hoffman (5)		—		—		—		—		—		—		—
Gregory Hughes (6)		—		—		—		—		—		—		—
William Kahane (7)		—		—		—		—		—		—		—
Keith Locker (8)		38,250		—		—		—		—		—		38,250
James Nelson		58,778		—		—		—		—		—		58,778
P. Sue Perrotty		206,500		—		—		—		—		—		206,500
Randolph C. Read		311,000		—		—		—		—		—		311,000
Joe McKinney		292,185		—		—		—		—		—		292,185
Howard Goldberg		228,366		—		—		—		—		—		228,366

(1)	Represents fees earned by our directors for the year ended December 31, 2017. Fees earned by our directors for their services are paid quarterly in arrears.

(2)	Represents the aggregate grant date fair value of restricted shares granted during the year. No restricted shares were granted during the year ended December 31, 2017.

(3)	The amount reported as “All Other Compensation” represents the value of distributions on unvested restricted shares during the year ended December 31, 2017.

(4)	Mr. Burns forfeited $69,960 of the 2016 stock awards upon his resignation in January 2017.

(5)	Mr. Hoffman forfeited $33,325 of the 2016 stock awards upon his resignation in January 2017.

(6)	Mr. Hughes forfeited $33,325 of the 2016 stock awards upon his resignation in January 2017.

(7)	Mr. Kahane was not a non-independent director and did not receive compensation for serving on the board of directors other than with respect to dividends on unvested restricted shares.

(8)	Mr. Locker forfeited $33,325 of his 2016 stock awards upon his resignation in April 2017.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

We pay each of our independent directors an annual fee for his or her services of $100,000.

Our non-executive chair receives an additional annual fee of $105,000. Our board of directors does not currently have a lead independent director. If appointed, the lead independent director will receive an additional annual fee of $105,000. Each independent director receives $30,000 in cash in the aggregate as an additional annual fee for his or her service on any or all of the audit committee, compensation committee, conflicts committee and nominating and corporate governance committee.

Each independent director also receives $2,000 for each meeting the director attends in person ($2,500 for attendance by the chairperson of the audit committee at each meeting of the audit committee) and $1,500 for each meeting attended by telephone. The independent directors are entitled to receive $750 per transaction reviewed and voted upon electronically up to a maximum of $2,250 for three or more transactions reviewed and voted upon per electronic vote. If there is a meeting of our board of directors and one or more committees in a single day, the fees are limited to $2,500 per day ($3,000 for the chairperson of the audit committee if there is a meeting of such committee).

Restricted shares issued to independent directors vest annually over a three-year period in equal installments beginning on the one-year anniversary of the date of grant, and will be forfeited upon such director’s voluntary resignation or if such director is not re-elected, except any unvested restricted shares due to vest in the year in which such director voluntarily resigns or fails to be re-elected will automatically vest. The restricted stock award agreements provide that the shares will vest on the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets (or any transaction or series of transactions within a period of twelve months), which could occur as a result of the plan of liquidation.

During 2016, we suspended, and in 2017, we revised our policy and we no longer pay independent directors for each external seminar, conference, panel, forum or other industry-related event attended in person or reimburse them for expenses associated therewith.

All directors also receive reimbursement of reasonable out-of-pocket expenses incurred in connection with attendance at meetings of our board of directors.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth information regarding the beneficial ownership of our common stock as of December 31, 2017 by:

•

each person known by us to be the beneficial owner of more than 5.0% of the outstanding shares of common stock based solely upon the amounts and percentages contained in the public filings of such persons;

•

each of our directors and named executive officers; and

•

all of our directors and executive officers as a group.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

For purposes of the table below, “beneficial ownership” is determined in accordance with Rule 13d-3 under the Exchange Act, pursuant to which a person or group of persons is deemed to have “beneficial ownership” of any shares that the person has the right to acquire within 60 days after December 31, 2017. As of February 28, 2018, there were 167,928,730 shares of our common stock outstanding. SEC rules also generally attribute beneficial ownership of securities to persons who possess sole or shared voting power or investment power with respect to such securities. Except as otherwise indicated, all persons listed below have sole voting and investment power with respect to the shares beneficially owned by them, subject to applicable community property laws.


Beneficial Owner (1)	Numbers of Shares Benefially Owned		Percent of Class
The Vanguard Group, Inc. (2)		23,850,537		14.2	%
Long Pond Capital LP (3)		12,855,224		7.7	%
Davidson Kempner Capital Mgmt LP (4)		11,900,500		7.1	%
Pacific Investment Management Company LLC (5)		9,297,793		5.5	%
Indaba Capital Management LP (6)		8,901,627		5.3	%
Randolph C. Read (7)		18,498			*
P. Sue Perrotty (8)		16,855			*
John A. Garilli		15,000			*
Craig T. Bouchard (9)		4,940			*
Howard Goldberg		—			*
Joe McKinney		—			*
Wendy Silverstein		—			*
All directors and executive officers as a group (7 persons)		55,293			*

*	Less than 1%

(1)	Unless otherwise indicated, the business address of each individual or entity listed in the table is 7 Bulfinch Place, Suite 500, Boston, Massachusetts 02114.

(2)

The business address for The Vanguard Group, Inc. is 100 Vanguard Blvd., Malvern, Pennsylvania 19355. The Vanguard Group, Inc. has sole voting power over 11,780 shares, shared voting power over 22,020 shares, shared dispositive power over 22,020 shares and sole dispositive power over 23,828,517 shares. The information contained herein respecting The Vanguard Group, Inc. is based solely on Amendment No. 4 to the Schedule 13G filed by The Vanguard Group, Inc. with the SEC on February 7, 2018.

(3)

The business address for Long Pond Capital, LP is 527 Madison Avenue, 15 ^th Floor, New York, New York, 10022. Long Pond Capital, LP has shared voting power over 12,855,224 shares and shared dispositive power over 12,855,224 shares. The information contained herein respecting Long Pond Capital, LP is based solely on Schedule 13G filed by Long Pond Capital, LP with the SEC on February 13, 2018.

(4)

The business address for Davidson Kempner Capital Mgmt LP is 520 Madison Avenue, 30 ^th Floor, New York, New York, 10022. Davidson Kempner Capital Mgmt LP has shared voting power over 11,900,500 shares and shared dispositive power over 11,900,500. The information contained herein respecting David Kempner Capital Mgmt LP is based solely on Schedule 13G filed by David Kempner Capital Mgmt LP with the SEC on December 19, 2017.

(5)

The business address for Pacific Investment Management Company LLC is 650 Newport Center Drive, Newport Beach, California 92660. Pacific Investment Management Company LLC has sole voting power over 9,297,793 shares and sole dispositive power over 9,297,793 shares. The information contained herein respecting Pacific Investment Management Company LLC is based solely on Schedule 13G filed by Pacific Investment Management Company LLC with the SEC on February 15, 2018.

(6)	The business address for Indaba Capital Management LP is One Letterman Drive, Suite DM700, San Francisco, California 94129. Indaba Capital Management LP has shared voting power over 8,901,627 shares

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

and shared dispositive power over 8,901,627 shares. The information contained herein respecting Indaba Capital Management LP is based solely on Schedule 13G filed by Indaba Capital Management LP with the SEC on February 14, 2018.

(7)	Includes 7,813 unvested restricted shares.

(8)	Includes 5,912 unvested restricted shares.

(9)	Includes 3,923 unvested restricted shares.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Exchange Act requires the Company’s officers and directors and persons who beneficially own more than 10% of the common stock of the Company to file initial reports of ownership of such securities and reports of changes in ownership of such securities with the SEC. Such officers, directors and 10% stockholders of the Company are also required by SEC regulations to furnish the Company with copies of all Section 16(a) forms they file.

To our knowledge, based solely on our review of the copies of such reports furnished to us and written representations that no other reports were required during the year ended December 31, 2017, all Section 16(a) filing requirements applicable to our executive officers, directors and greater than 10% beneficial owners were timely satisfied.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The Former Advisor and the Prior Property Manager served as the Company’s advisor and property manager for certain of its assets during the years ended December 31, 2016 and 2015, respectively. Effective March 7, 2017, the Winthrop Advisor replaced the Former Advisor as the Company’s advisor and Winthrop Management LLC, an affiliate of the Winthrop Advisor, replaced the Prior Property Manager as the property manager at all of the Company’s properties previously managed by the Prior Property Manager.

Michael A. Happel, our chief executive officer and president during the year ended December 31, 2016 and through March 7, 2017, Nicholas Radesca, our interim chief financial officer, treasurer and secretary during the year ended December 31, 2016, and through March 7, 2017 and Patrick O’Malley, our chief investment officer during the year ended December 31, 2016 and through March 7, 2017, each held similar executive officer positions during that time with the Former Advisor and the Prior Property Manager. The Former Advisor and the Prior Property Manager are owned and controlled directly or indirectly by an entity in which Mr. Happel and Mr. William M. Kahane, one of our directors who is not standing for reelection at the annual meeting, have a substantial ownership interest or control.

Wendy Silverstein was elected as member of our board of directors in January 2017 and Chief Executive Officer and President in March 2017 and Mr. Garilli was elected as our Chief Financial Officer in March 2017. A corporation in which Ms. Silverstein is the sole shareholder is a party to a consulting agreement with the Winthrop Advisor pursuant to which she receives a consulting fee for providing services in connection with the services provided by the Winthrop Advisor pursuant to the Current Advisory Agreement and is entitled to receive 50% of any Incentive Fee (as defined below under “– Current Advisory Agreement”) that may be payable to the Winthrop Advisor pursuant to the Current Advisory Agreement. Mr. Garilli is employed by an affiliate of the Winthrop Advisor and holds an indirect ownership interest in the Winthrop Advisor.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

Advisor

Prior to March 8, 2017, the Former Advisor managed, and since March 8, 2017, the Winthrop Advisor manages, our day-to-day operations pursuant to the Advisory Agreement. The services provided by the Winthrop Advisor include: (i) serving as our investment and financial advisor; (ii) performing and supervising the various administrative functions necessary for the day-to-day management of our operations, including providing personnel necessary to perform such services; (iii) engaging and conducting business with consultants, accountants, lenders, attorneys, brokers and other service providers and overseeing the performance of services; (iv) overseeing acquisitions and dispositions of investments and recommending acquisitions and dispositions of investments to our board of directors; (v) arranging for financings and refinancings; (v) overseeing and managing our existing investments; (vi) managing accounting and other record-keeping functions; (vii) preparing and filing all reports required to be filed by it with the SEC, the IRS and other regulatory agencies; (viii) maintaining our compliance with the Sarbanes-Oxley Act; and (ix) monitoring compliance with our corporate-level and property-level indebtedness.

The Winthrop Advisor is charged with, among other things, implementing the Company’s plan of liquidation, to sell all or substantially all of the assets of the Company and its OP and to liquidate and dissolve the Company and the OP (the “Liquidation Plan”). The Liquidation Plan was approved by the board of directors on August 22, 2016 and by our stockholders on January 3, 2017. We expect to sell or transfer all of our assets, pay or provide for our liabilities and expenses, distribute the remaining proceeds of the liquidation of our assets to our stockholders, wind up our operations and dissolve. The actual amounts and times of liquidating distributions to our stockholders pursuant to the Liquidation Plan will be determined by our board of directors at its discretion.

The following table sets forth the various fees and expenses paid or reimbursed to the Winthrop Advisor, the Former Advisor, the Prior Property Manager and their respective affiliates during the year ended December 31, 2017.


Asset Management Fees (1)	$	2,339,000
Asset Management Fees (3)		8,008,000
Transfer Agent, Expense Reimbursement and other Professional Fees (1)		414,000
Property Management Fees (2)		560,000
Property Management Fees (4)		462,000

(1)	Payable to the Former Advisor or its Affiliate

(2)	Payable to the Prior Property Manager

(3)	Payable to the Winthrop Advisor

(4)	Payable to the Property Manager

Under the advisory agreement with the Former Advisor (the “Former Advisory Agreement”), we paid the Former Advisor an asset management fee equal to 0.50% per annum of the cost of assets (as defined in the Former Advisory Agreement) and reimbursed the Former Advisor for certain costs and expenses incurred by the Former Advisor or any affiliate of the Former Advisor in providing asset management services (including reasonable salaries and wages, benefits and overhead of all employees directly involved in performing services). We did not reimburse the Former Advisor for personnel costs in connection with services for which the Former Advisor received a separate fee. We also did not reimburse the Former Advisor for the salaries paid by the Former Advisor to our executive officers.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

Pursuant to the property management agreement with the Prior Property Manager, we were required to pay the Prior Property Manager fees equal to: (i) for non-hotel properties, 4.0% of gross revenues from the properties managed plus market-based leasing commissions; (ii) for hotel properties, a fee based on a percentage of gross revenues at a market rate in light of the size, type and location of the hotel property plus a customary incentive fee based on performance. Notwithstanding the foregoing, in the case of both hotel and non-hotel properties, the Prior Property Manager was entitled to receive higher fees if the Prior Property Manager demonstrated to the satisfaction of a majority of the directors (including a majority of the independent directors) that a higher competitive fee is justified for the services rendered. We also reimbursed the Prior Property Manager for property-level expenses that it paid or incurred on our behalf, including reasonable salaries, bonuses and benefits of persons employed by the Prior Property Manager except for the salaries, bonuses and benefits of persons who also serve as one of our executive officers or as an executive officer of the Prior Property Manager or its affiliates. The Prior Property Manager was permitted to subcontract the performance of its property management and leasing duties to third parties and pay all or a portion of its property management fee to the third parties with whom it contracts for these services. If we contracted directly with third parties for such services we agreed to pay them customary market fees and pay the Prior Property Manager an oversight fee equal to 1.0% of the gross revenues of the property managed. In no event were we required to pay the Prior Property Manager or any affiliate both a property management fee and an oversight fee with respect to any particular property.

Advisory Transition Side Letters

On December 19, 2016, as part of the arrangements providing for the transition of advisory services from the Former Advisor to the Winthrop Advisor, we entered into one letter agreement with the Prior Property Manager and the Winthrop Advisor (the “Personnel Side Letter”) with respect to certain personnel of the Former Advisor and its affiliates (the “Former Advisor Employees”) and another letter agreement with the Prior Property Manager and the Former Advisor with respect to LTIP Units (the “OPP Side Letter”). The terms of the OPP Side Letter are described under “2014 Advisor Multi-Year Outperformance Agreement” below. The Personnel Side Letter required us to fund, and the Former Advisor to pay, certain amounts to incentivize and retain the Former Advisor Employees. Neither Mr. Happel nor Mr. Radesca were eligible to receive these payments. The Personnel Side Letter also included provisions for payments by the Former Advisor of retention bonuses allocated among the Former Advisor Employees. Pursuant to an escrow agreement, we deposited an amount equal to $683,887.50 in an escrow account on December 26, 2016, which was used by the Former Advisor to pay the retention bonuses allocated to each Former Advisor Employee entitled to receive the retention bonus. These bonuses were subsequently paid in 2017.

2014 Advisor Multi-Year Outperformance Agreement

On April 15, 2014 (the “Effective Date”), we entered into the OPP with New York Recovery Operating Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”) and the Former Advisor. Under the OPP, the Former Advisor was issued 8,880,579 LTIP Units in the Operating Partnership with a maximum award value on the issuance date equal to 5.0% of our market capitalization (the “OPP Cap”). The LTIP Units are structured as profits interests in the Operating Partnership.

Pursuant to the OPP Side Letter, all 1,172,738 issued and outstanding earned and unvested LTIP Units vested automatically on December 26, 2016, and were converted on a one-for-one basis into unrestricted shares of our common stock. In addition, the Company paid to the holders of such LTIP Units the withheld portion (90%) of all previously paid distributions with respect to the LTIP Units as required by the terms of the outperformance agreement which amounted to $722,694.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

In addition, the OPP Side Letter provided that the number of additional LTIP Units issued under the OPP to the Former Advisor that were eligible to be earned in the third and final year of the OPP on April 15, 2017 (the “Year 3 LTIP Units”) were to be calculated on April 15, 2017, the final valuation date, in accordance with the terms of the OPP and will be immediately vested and converted on a one-for-one basis into unrestricted shares of our common stock on April 15, 2017.

Under the OPP, the Former Advisor was eligible to earn a number of LTIP Units with a value equal to a portion of the OPP Cap upon the first, second and third anniversaries of the Effective Date based on our achieving certain levels of total return to our stockholders (“Total Return”), including both share price appreciation and common stock dividends, as measured against a peer group of companies for the three-year performance period commencing on the Effective Date (the “Three-Year Period”); each 12-month period during the Three-Year Period (the “One-Year Period”); and the initial 24-month period of the Three-Year Period (the “Two-Year Period”).

The potential outperformance award was calculated at the end of each One-Year Period, the Two-Year Period and the Three-Year Period. Any LTIP Units that were unearned were forfeited.

On April 15, 2015, 2016 and 2017, in connection with the end of the One-Year Period, Two-Year Period and Three-Year Period, 367,059, 805,679 and 43,583 LTIP Units, respectively, were earned by the Former Advisor under the terms of the OPP.

Prior to the OPP Side Letter, subject to the Former Advisor’s continued service through each vesting date, one third of any earned LTIP Units would vest on each of the third, fourth and fifth anniversaries of the Effective Date. Pursuant to the OPP Side Letter, all earned LTIP Units have vested.

After an LTIP Unit was earned, the holder of an LTIP Unit is entitled to a catch-up distribution and thereafter the same distributions as paid to the holder of an OP Unit. At the time the Former Advisor’s average capital account balance with respect to an LTIP Unit is economically equivalent to the average capital account balance of an OP Unit, the LTIP Unit has been earned and it has been vested for 30 days, the holder, in its sole discretion, will be entitled to convert such LTIP Unit into an OP Unit in accordance with the provisions of the limited partnership agreement of the Operating Partnership.

Advisory Agreement – Advisor

In connection with the change of our advisor from the Former Advisor to the Winthrop Advisor, from January 3, 2017 until the date the Former Advisory Agreement was terminated (i.e., March 7, 2017, the “Transition Date”), the Winthrop Advisor was solely responsible for the implementation and oversight of, and the taking of all actions in connection with the plan of liquidation, and as a consultant to our board of directors on other matters. After the Transition Date, the Winthrop Advisor became our exclusive external advisor and, in addition to continuing to execute the plan of liquidation, assumed responsibility for providing all of the services provided by the Former Advisor.

Under the Current Advisory Agreement, effective March 1, 2017, we pay the Winthrop Advisor an asset management fee equal to 0.325% per annum of the cost of assets (as defined in the Current Advisory Agreement. The asset management fee is payable in monthly installments on the first business day of each month.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

We may also pay the Winthrop Advisor an incentive fee. Specifically, in connection with the payment of (i) any distributions of money or other property by us to our stockholders during the term of the Current Advisory Agreement and (ii) any other amounts paid to our stockholders on account of their shares of common stock in connection with a merger or other change in control transaction pursuant to an agreement with us entered into after the Transition Date (such distributions and payments, the “Hurdle Payments”), in excess of $11.00 per share (the “Hurdle Amount”), when taken together with all other Hurdle Payments, we will pay an incentive fee to the Winthrop Advisor in an amount equal to 10.0% of such excess (the “Incentive Fee”). The Hurdle Amount will be increased on an annualized basis by an amount equal to the product of (a) Treasury Rate plus 200 basis points and (b) the Hurdle Amount minus all previous Hurdle Payments.

On each of January 3, 2017 and February 1, 2017, we paid the Winthrop Advisor a fee of $500,000 in cash as compensation for consulting services rendered prior to the Transition Date.

Pursuant to the Current Advisory Agreement, we pay the Winthrop Advisor or its affiliate a property management fee of 1.75% of gross revenues, less all third party property management fees paid with respect to such property, with respect to the properties for which property management services are provided by the Winthrop Advisor or any of its affiliates.

We are required to pay directly or reimburse the Winthrop Advisor for certain reasonable and documented out-of-pocket expenses paid or incurred by the Winthrop Advisor or its affiliates in connection with the services provided to us pursuant to the Current Advisory Agreement. The Winthrop Advisor did not request, and we did not pay, any reimbursements to the Winthrop Advisor for reimbursable costs incurred prior to the Transition Date.

Under the Current Advisory Agreement, the Winthrop Advisor is required to provide us with, among other personnel, individuals to serve as our chief executive officer and chief financial officer. In this regard, we agreed that, on the Transition Date, Wendy Silverstein would be appointed as our chief executive officer and John Garilli would be appointed as our chief financial officer. The Current Advisory Agreement provides that we will not reimburse either the Winthrop Advisor or any of its affiliates for any internal selling, general or administrative expense of the Winthrop Advisor or its affiliates, including the salaries and wages, benefits or overhead of personnel providing services to us, including a chief executive officer and a chief financial officer.

The initial term of the Current Advisory Agreement expires on February 28, 2018 and thereafter renews automatically for successive six-month periods unless a majority of our independent directors or the Winthrop Advisor elects to terminate the Current Advisory Agreement without cause and without penalty, upon written notice thirty (30) days prior to the end of such term. The Current Advisory Agreement may also be terminated upon thirty (30) days written notice by a majority of our independent directors with cause (as defined in the Current Advisory Agreement) or if Ms. Silverstein resigns or is otherwise unavailable to serve as our chief executive officer for any reason and the Advisor has not identified a replacement chief executive officer who is acceptable to a majority of our independent directors.

In addition, the Current Advisory Agreement will terminate automatically upon: (i) the occurrence of a change of control (as defined in the Current Advisory Agreement), other than as a result of the transactions contemplated by a plan of liquidation, or (ii) at the effective time of the dissolution of the Company in accordance with a plan of liquidation or, if the assets of the Company are transferred to a liquidating trust, the final disposition of the assets transferred by the liquidating trust.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

After termination, the Winthrop Advisor is entitled to receive all amounts then accrued and owing to the Winthrop Advisor, including any accrued Incentive Fee, but is not entitled to a termination fee or any other amounts.

On February 28, 2018, the Company and the Winthrop Advisor entered into an amendment to the Current Advisory Agreement providing for a term ending March 31, 2018 and amending the Current Advisory Agreement to provide that, in lieu of the termination provisions described above, the Current Advisory Agreement will automatically renew for a one month period on the expiration of any renewal term, unless terminated by a majority of our independent directors or the Winthrop Advisor elects to terminate the Current Advisory Agreement without cause and without penalty, upon written notice forty-five (45) days before the expiration of any renewal term. The Current Advisory Agreement will also automatically terminate at the effective time of the dissolution of the Company in accordance with a Plan of Liquidation or, if the assets of the Company are transferred to a liquidating trust (or the Company is converted into a liquidating entity), the final disposition of the assets transferred by the liquidating trust or held by the liquidating entity. In addition, the amendment provides that commencing March 1, 2018, the Company will reimburse the Winthrop Advisor for the compensation of Wendy Silverstein as chief executive officer of the Company or otherwise.

Viceroy Hotel

During the year ended December 31, 2017, we recognized $5,000 in revenues from employees of, and other entities related to, the Former Advisor and its affiliates and the Winthrop Advisor related to room rentals at the Viceroy Hotel.

Indemnification Agreement

We have entered into an indemnification agreement with each of our directors and executive officers, and certain former directors and executive officers, providing for indemnification of such directors and executive officers to the maximum extent permitted under Maryland law. We have incurred $1.1 million in expense pursuant to indemnification agreements of which $0.6 million was paid, and the balance of $0.5 million is accrued as of December 31, 2017.

Item 14. Principal Accounting Fees and Services.

KPMG has been selected to serve as our independent registered public accounting firm to audit our consolidated financial statements for the year ending December 31, 2017. KPMG reports directly to our audit committee. The audit committee participated in and approved the decision to appoint KPMG.

Audit Fees

Audit fees charged by KPMG were $2,100,000 and $2,095,132, respectively, related to the audits of our 2017 and 2016 financial statements, which were billed during the year ended December 31, 2017 and 2016, respectively.

Audit Related Fees

Audit related fees of $0 and $134,250 related to prospective transactions and changes in the Advisor were charged by KPMG for the year ended December 31, 2017 and 2016, respectively.

Tax Fees

There were no tax fees billed by KPMG for the years ended December 31, 2017 or 2016.

All Other Fees

There were no other fees billed by KPMG for the years ended December 31, 2017 or 2016.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

PART IV

Item 15. Exhibits and Financial Statement Schedules.

(a)

Financial Statement Schedules

See the Index to Consolidated Financial Statements at page of this report.

The following financial statement schedule is included herein at page of this report:

Schedule III – Real Estate and Accumulated Depreciation

(b)

Exhibits

EXHIBIT INDEX

The following exhibits are included, or incorporated by reference, in this Annual Report on Form 10-K for the year ended December 31, 2017 (and are numbered in accordance with Item 601 of Regulation S-K):


Exhibit No.		Description

2.1 (12)		Master Combination Agreement, dated as of May 25, 2016, by and among New York REIT, Inc., New York Recovery Operating Partnership, L.P., JBG Properties Inc., JBG/Operating Partners, L.P., each of the parties listed on Schedule A thereto†

2.2 (21)		Plan of Liquidation

2.3 (26)		Amendment to Plan of Liquidation

3.1 (5)		Amended and Restated Charter of New York REIT, Inc. dated June 13, 2014

3.2 (13)		Articles Supplementary filed with the State Department of Assessments and Taxation of Maryland on October 24, 2016

3.3 (3)		Amended and Restated Bylaws of New York REIT, Inc. dated April 15, 2014

4.1 (3)		Fourth Amended and Restated Agreement of Limited Partnership of New York Recovery Operating Partnership, L.P. dated as of April 15, 2014

4.2 (6)		First Amendment to Fourth Amended and Restated Agreement of Limited Partnership of New York Recovery Operating Partnership L.P., dated as of April 15, 2015.

10.1 (7)		Seventh Amended and Restated Advisory Agreement by and among New York REIT, Inc., New York Recovery Operating Partnership, L.P. and New York Recovery Advisors, LLC dated as of June 26, 2015

10.2 (2)		Amended and Restated Management Agreement, among American Realty Capital New York Recovery REIT, Inc., New York Recovery Operating Partnership, L.P. and New York Recovery Properties, LLC, dated as of September 2, 2010

10.3 (1)		Employee and Director Incentive Restricted Share Plan adopted as of September 22, 2010

10.4 (3)		First Amendment to Employee and Director Incentive Restricted Share Plan of American Realty Capital New York Recovery REIT, Inc. dated as of March 31, 2014

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017


Exhibit No.		Description

10.5 (4)		Second Amendment to Employee and Director Incentive Restricted Share Plan of American Realty Capital New York Recovery REIT, Inc. dated as of April 29, 2014

10.6 (1)		2010 Stock Option Plan Adopted as of September 22, 2010

10.7 (10)		Second Amended and Restated 2014 Advisor Multi-Year Outperformance Agreement by and among New York REIT, Inc., New York Recovery Operating Partnership, L.P. and New York Recovery Advisors, LLC made as of August 5, 2015

10.8 (3)		Second Amended and Restated Credit Agreement, dated April 14, 2014 by and among New York Recovery Operating Partnership, L.P., as borrower, New York REIT, Inc. as the REIT and guarantor, the lenders party thereto and Capital One, National Association, as administrative agent

10.9 (10)		First Amendment to Second Amended and Restated Credit Agreement by and among New York REIT, Inc., New York Recovery Operating Partnership, L.P. and Capital One, National Association, dated as of August 27, 2015

10.10 (6)		Indemnification Agreement between New York REIT, Inc. and each of Nicholas S. Schorsch, Michael A. Happel, Gregory W. Sullivan, Edward M. Weil, Jr., William M. Kahane, Randolph C. Read, Robert H. Burns, P. Sue Perrotty, Scott J. Bowman, William G. Stanley, New York Recovery Advisors, LLC, AR Capital, LLC and RCS Capital Corp, dated as of December 31, 2014

10.11 (8)		Indemnification Agreement, between New York REIT, Inc. and each of Nicholas Radesca and Patrick O’Malley, dated as of June 22, 2015

10.12 (9)		Loan Agreement, dated as of September 30, 2015, between ARC NY1440BWY1, LLC, as Borrower, and H/2 Financial Funding I LLC, as Lender

10.13 (9)		Mezzanine Loan Agreement, dated as of September 30, 2015, between ARC NY1440BWY1 MEZZ, LLC, as Borrower, and Paramount Group Fund VIII 1440 Broadway Mezz LP, as Lender

10.14 (9)		Amended, Restated and Consolidated Mortgage, Assignment of Rents and Leases, Collateral Assignment of Property Agreements, Security Agreement and Fixture Filing, made as of September 30, 2015

10.15 (9)		Pledge and Security Agreement, made as of September 30, 2015, by ARC NY1440BWY1 MEZZ, LLC in favor of Paramount Group Fund VIII 1440 Broadway Mezz LP

10.16 (9)		Guaranty (Unfunded Obligations), dated as of September 30, 2015, by New York REIT, Inc. and New York Recovery Operating Partnership, L.P. for the benefit of Strategic Asset Services, LLC

10.17 (9)		Guaranty (Unfunded Obligations), dated as of September 30, 2015, by New York REIT, Inc. and New York Recovery Operating Partnership, L.P. for the benefit of Paramount Group Fund VIII 1440 Broadway Mezz LP

10.18 (9)		Environmental Indemnity Agreement, dated as of September 30, 2015, by New York REIT, Inc., New York Recovery Operating Partnership, L.P., and ARC NY1440BWY1, LLC for the benefit of Strategic Asset Services, LLC

10.19 (9)		Environmental Indemnity Agreement, dated as of September 30, 2015, by New York REIT, Inc., New York Recovery Operating Partnership, L.P., and ARC NY1440BWY1 MEZZ, LLC for the benefit of Paramount Group Fund VIII 1440 Broadway Mezz LP

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017


Exhibit No.		Description

10.20 (9)		Guaranty, dated as of September 30, 2015, by New York REIT, Inc. and New York Recovery Operating Partnership, L.P. for the benefit of Strategic Asset Services, LLC

10.21 (9)		Guaranty, dated as of September 30, 2015, by New York REIT, Inc. and New York Recovery Operating Partnership, L.P. for the benefit of Paramount Group Fund VIII 1440 Broadway Mezz LP

10.22 (10)		Indemnification Agreement, dated September 30, 2015, between New York REIT, Inc. and Marc Rowan

10.23 (11)		Form of Restricted Stock Award Agreement

10.24 (11)		Indemnification Agreement, dated November 8, 2015, between New York REIT, Inc. and Keith Locker

10.25 (11)		Indemnification Agreement, dated November 8, 2015, between New York REIT, Inc. and James Nelson

10.26 (14)		Indemnification Agreement, dated November 3, 2016, between New York REIT, Inc. and James Hoffmann

10.27 (14)		Indemnification Agreement, dated November 3, 2016, between New York REIT, Inc. and Gregory Hughes

10.28 (14)		Indemnification Agreement, dated November 3, 2016, between New York REIT, Inc. and Craig T. Bouchard

10.29 (12)		Transition Services Agreement, dated as of May 25, 2016, by and among New York REIT, Inc., New York Recovery Operating Partnership, L.P. and New York Recovery Advisors, LLC.

10.30 (15)		Omnibus Amendment and Termination Agreement for the New York REIT, Inc. Second Amended and Restated 2014 Advisor Multi-Year Outperformance Agreement, dated as of May 25, 2016, by and among New York REIT, Inc., New York Recovery Operating Partnership, L.P., New York Recovery Advisors, LLC and each of the persons whose names are set forth on Schedule A thereto.

10.31 (12)		Termination Agreement and Release, dated as of May 25, 2016, by and among New York REIT, Inc., New York Recovery Operating Partnership, L.P., New York Recovery Properties, LLC and New York Recovery Advisors, LLC.

10.32 (12)		Support Agreement, dated as of May 25, 2016, by and among JBG/Operating Partners, L.P., Michael Happel and William Kahane.

10.33 (12)		JBG-HAPPEL Consulting Agreement Terms dated as of May 25, 2016.

10.34 (16)		Termination and Release Agreement, dated as of August 2, 2016, by and among New York REIT, Inc., New York Recovery Operating Partnership, L.P., JBG Properties Inc., JBG/Operating Partners, L.P., and the other parties thereto

10.35 (17)		Amendment No. 1, dated as of April 25, 2016, to the Seventh Amended and Restated Advisory Agreement, dated as of June 26, 2015, among New York REIT, Inc., New York Recovery Operating Partnership, L.P. and New York Recovery Advisors, LLC

10.36 (18)		Second Amendment to Second Amended and Restated Credit Agreement by and among New York REIT, Inc., New York Recovery Operating Partnership, L.P. and Capital One, National Association, dated as of August 17, 2016

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017


Exhibit No.		Description

10.37 (13)		Settlement Agreement, dated as of October 23, 2016, by and among New York REIT, Inc., WW Investors LLC, Michael L. Ashner and Steven C. Witkoff

10.38 (14)		Waiver Agreement, dated as of November 8, 2016, by and among New York Recovery Operating Partnership, L.P., New York REIT, Inc., Capital One, National Association, as administrative agent, and the lender parties thereto

10.39 (24)		Amendment No. 1, dated as of November 22, 2016, to the Settlement Agreement by and among New York REIT, Inc., WW Investors LLC, Michael L. Ashner and Steven C. Witkoff

10.40 (19)		Agreement, dated as of December 19, 2016, by and among New York REIT, Inc., New York Recovery Operating Partnership, L.P. and Winthrop REIT Advisors LLC

10.41 (19)		Amendment No. 2 to Seventh Amended And Restated Advisory Agreement, dated as of December 19, 2016, by and among New York REIT, Inc., New York Recovery Operating Partnership, L.P., and New York Recovery Advisors, LLC

10.42 (19)		First Amendment to Amended and Restated Management Agreement, dated as of December 19, 2016, by and among New York REIT, Inc., New York Recovery Operating Partnership, L.P. and New York Recovery Properties, LLC

10.43 (19)		Letter Agreement, dated as of December 19, 2016, by and among New York REIT, Inc., New York Recovery Operating Partnership, L.P., New York Recovery Advisors, LLC and New York Recovery Properties, LLC

10.44 (19)		Letter Agreement, dated as of December 19, 2016, by and among New York REIT, Inc., New York Recovery Operating Partnership, L.P., New York Recovery Advisors, LLC and New York Recovery Properties, LLC

10.45 (20)		Loan Agreement, dated as of December 20, 2016, by and among each of the entities listed on Schedule I attached thereto, as Borrower, the lenders from time to time party thereto, and Column Financial, Inc., as agent and initial lender.

10.46 (20)		Mezzanine Loan Agreement, dated as of December 20, 2016, by and among each of the entities listed on Schedule I attached thereto, as Borrower, the lenders from time to time party thereto, and Column Financial, Inc., as agent and initial lender.

10.47 (20)		Pledge and Security Agreement (Operating Lease), dated as of December 20, 2016, by ARC NY120W5701 TRS MEZZ II, LLC, as Pledgor, in favor of Column Financial, Inc., as Agent.

10.48 (20)		Mezzanine Pledge and Security Agreement (Mortgage Borrower), dated as of December 20, 2016, by each of the entities listed on Schedule I attached thereto, as Pledgor, in favor of Column Financial, Inc., as Agent.

10.49 (20)		Mezzanine Pledge and Security Agreement (Operating Pledgor), dated as of December 20, 2016, by ARC NY120W5701 TRS MEZZ, LLC, as Pledgor, in favor of Column Financial, Inc., as Agent.

10.50 (20)		Guaranty Agreement, dated as of December 20, 2016, by New York REIT, Inc., as Guarantor, for the benefit of Column Financial, Inc., as Agent.

10.51 (20)		Mezzanine Guaranty Agreement, dated as of December 20, 2016, by New York REIT, Inc., as Guarantor, for the benefit of Column Financial, Inc., as Agent.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017


Exhibit No.		Description

10.52 (22)		Indemnification Agreement, dated January 30, 2017, between New York REIT, Inc. and Joe C. McKinney

10.53 (23)		Indemnification Agreement, dated February 4, 2017, between New York REIT, Inc. and Wendy Silverstein

10.54 (23)		Amendment No. 2, dated as of February 4, 2017, to the Settlement Agreement by and among New York REIT, Inc., WW Investors LLC, Michael L. Ashner and Steven C. Witkoff

10.55 (24)		Amendment No. 1 to Loan Agreement, dated as of April 19, 2016, between ARC NY1440BWY1, LLC, as Borrower, and H/2 Financial Funding I LLC, as Lender

10.56 (24)		Amendment No. 1 to Mezzanine Loan Agreement, dated as of April 19, 2016, between ARC NY1440BWY1 MEZZ, LLC, as Borrower, and Paramount Group Fund VIII 1440 Broadway Mezz LP, as Lender

10.57 (25)		Indemnification Agreement, dated March 8, 2017, between New York REIT, Inc. and Howard Goldberg

10.58 (25)		Indemnification Agreement, dated March 8,2017, between New York REIT, Inc. and John Garilli

10.59 (26)		Membership Interest Purchase Agreement, dated as of September 14, 2017, between ARC NYWWPJV001, LLC and WWPJV LLC

10.60 (26)		Consent Agreement, dated as of September 14, 2017 between New York REIT, Inc. and WWP Sponsor LLC

10.61 (27)		Contract of Sale between ARC NY1440BWY1, LLC and CIM Group Acquisitions, LLC, dated November 1, 2017

10.62 *		Amendment dated December 6, 2017 to the loan agreement (the “Mortgage Loan”), dated as of December 20, 2016, by and among New York REIT, Inc, New York Recovery Operating Partnership, L.P., Column Financial, Inc. (“Column”), as agent and initial lender, and other lenders thereto.

10.63 *		Side letter agreement dated December 6, 2017, with respect to the Mezzanine Loan among New York REIT, Inc, New York Recovery Operating Partnership, L.P., Column, as agent and initial lender, and other lenders thereto.

10.64 (27)		Agreement dated November 1, 2017 among ARC NY1440BWY1, LLC and CIM Group Acquisitions, LLC

10.65 *		Third Amended and Restated Limited Liability Company Agreement of WWP Holdings, LLC dated October 18, 2017.

21.1 *		Subsidiaries of New York REIT, Inc.

23.1 *		Consent of KPMG LLP

31.1 *		Certification of the Principal Executive Officer of New York REIT, Inc. pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017


Exhibit No.		Description

31.2 *		Certification of the Principal Financial Officer of New York REIT, Inc. pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32 *		Written statements of the Principal Executive Officer and Principal Financial Officer of New York REIT, Inc. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101 *		XBRL (eXtensible Business Reporting Language). The following materials from New York REIT, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017, formatted in XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Loss, (iii) the Consolidated Statements of Changes in Equity, (iv) the Consolidated Statements of Cash Flows and (v) the Notes to the Consolidated Financial Statements.

*	Filed herewith

†	Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby agrees to furnish supplementally a copy of any of the omitted schedules upon request by the U.S. Securities and Exchange Commission.

(1)	Filed as an exhibit to the Post-Effective Amendment No. 1 to New York REIT, Inc.’s Registration Statement on Form S-11 (Registration No. 333-163069) filed with the SEC on March 2, 2011.

(2)	Filed as an exhibit to the Pre-Effective Amendment No. 1 to Post-Effective Amendment No. 3 to New York REIT Inc.’s Registration Statement on Form S-11 (Registration No. 333-163069) filed with the SEC on July 26, 2011.

(3)	Filed as an exhibit to New York REIT, Inc.’s Current Report on Form 8-K filed with the SEC on April 15, 2014.

(4)	Filed as an exhibit to New York REIT, Inc.’s Amendment No. 1 to Schedule TO filed with the SEC on May 5, 2014.

(5)	Filed as an exhibit to New York REIT, Inc.’s Registration Statement on Form S-8 (Registration No. 333-197362) filed with the SEC on July 11, 2014.

(6)	Filed as an exhibit to New York REIT, Inc.’s Annual Report on Form 10-K filed with the SEC on May 11, 2015.

(7)	Filed as an exhibit to New York REIT, Inc.’s Current Report on Form 8-K filed with the SEC on June 26, 2015.

(8)	Filed as an exhibit to New York REIT, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 7, 2015.

(9)	Filed as an exhibit to New York REIT, Inc.’s Current Report on Form 8-K filed with the SEC on October 5, 2015.

(10)	Filed as an exhibit to New York REIT, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2015.

(11)	Filed as an exhibit to New York REIT, Inc.’s Annual Report on Form 10-K filed with the SEC on February 26, 2016.

(12)	Filed as an exhibit to New York REIT, Inc.’s Current Report on Form 8-K filed with the SEC on May 26, 2016.

(13)	Filed as an exhibit to New York REIT, Inc.’s Current Report on Form 8-K filed with the SEC on October 24, 2016.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

(14)	Filed as an exhibit to New York REIT, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2016.

(15)	Filed as an exhibit to New York REIT, Inc.’s Current Report on Form 8-K/A filed with the SEC on June 17, 2016.

(16)	Filed as an exhibit to New York REIT, Inc.’s Current Report on Form 8-K filed with the SEC on August 2, 2016.

(17)	Filed as an exhibit to New York REIT, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on August 9, 2016.

(18)	Filed as an exhibit to New York REIT, Inc.’s Current Report on Form 8-K filed with the SEC on August 22, 2016.

(19)	Filed as an exhibit to New York REIT, Inc.’s Current Report on Form 8-K filed with the SEC on December 19, 2016.

(20)	Filed as an exhibit to New York REIT, Inc.’s Current Report on Form 8-K filed with the SEC on December 21, 2016.

(21)	Filed as an exhibit to New York REIT, Inc.’s Definitive Proxy Statement filed with the SEC on December 21, 2016.

(22)	Filed as an exhibit to New York REIT, Inc.’s Current Report on Form 8-K filed with the SEC on February 1, 2017.

(23)	Filed as an exhibit to New York REIT, Inc.’s Current Report on Form 8-K filed with the SEC on February 6, 2017.

(24)	Filed as an exhibit to New York REIT, Inc.’s Annual Report on Form 10-K filed with the SEC on March 1, 2017.

(25)	Filed as an exhibit to New York REIT, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on May 10, 2017.

(26)	Filed as an exhibit to New York REIT, Inc.’s Current Report on Form 8-K filed with the SEC on September 14, 2017.

(27)	Filed as an exhibit to New York REIT, Inc.’s Quarterly Report on Form 10-Q filed with the SEC on November 9, 2017.

NEW YORK REIT, INC.

FORM 10-K

DECEMBER 31, 2017

Item 16. Form 10-K Summary.

Not applicable.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 1st day of March 2018.

NEW YORK REIT, INC.

/s/ Wendy A. Silverstein

Wendy A. Silverstein

Chief Executive Officer and President

(Principal Executive Officer)

/s/ John A. Garilli

John A. Garilli

Chief Financial Officer, Treasurer and Secretary

(Principal Financial Officer and Principal Accounting Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this annual report on Form 10-K has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.


/s/ Randolph C. Read Randolph C. Read	Non-Executive Chairman of the Board of Directors	March 1, 2018

/s/ P. Sue Perrotty P. Sue Perrotty	Independent Director, Nominating and Corporate Governance Committee Chair, Affiliated Transaction Committee Chair	March 1, 2018

/s/ Wendy A. Silverstein Wendy A. Silverstein	Director, Chief Executive Officer and President	March 1, 2018

/s/ Craig T. Bouchard Craig T. Bouchard	Independent Director, Compensation Committee Chair	March 1, 2018

/s/ Joe C. McKinney Joe C. McKinney	Independent Director, Audit Committee Chair	March 1, 2018

/s/ Howard Goldberg Howard Goldberg	Independent Director	March 1, 2108

NEW YORK REIT, INC.

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


	Page

Report of Independent Registered Public Accounting Firm		92

Consolidated Statement of Net Assets (Liquidation Basis) as of December 31, 2017		94

Consolidated Balance Sheet (Going Concern Basis) as of December 31, 2016		95

Consolidated Statement of Changes in Net Assets (Liquidation Basis) for the year ended December 31, 2017		96

Consolidated Statements of Operations and Comprehensive Loss (Going Concern Basis) for the Years Ended December 31, 2016 and 2015		97

Consolidated Statements of Changes in Equity (Going Concern Basis) for the Years Ended December 31, 2016 and 2015		98

Consolidated Statements of Cash Flows (Going Concern Basis) for the Years Ended December 31, 2016 and 2015		99

Notes to Consolidated Financial Statements		100

Financial Statement Schedule:
Schedule III – Real Estate and Accumulated Depreciation		143

NEW YORK REIT, INC.

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

New York REIT, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated statement of net assets (liquidation basis) of New York REIT, Inc. and subsidiaries (the Company) as of December 31, 2017, the related consolidated statement of changes in net assets (liquidation basis) for the year then ended, the consolidated balance sheet (going concern basis) as of December 31, 2016 and the related consolidated statements of operations and comprehensive loss (going concern basis), changes in equity (going concern basis), and cash flows (going concern basis) for each of the years in the two-year period ended December 31, 2016, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the net assets in liquidation of the Company as of December 31, 2017, the changes in its net assets in liquidation for the year then ended, its financial position as of December 31, 2016, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2016, in conformity with U.S. generally accepted accounting principles applied on the bases described below.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission, and our report dated March 1, 2018 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting .

Liquidation Basis of Accounting

As discussed in note 1 to the consolidated financial statements, on January 3, 2017, the stockholders of the Company approved a plan of liquidation and the management of the Company concluded liquidation was imminent as defined in Accounting Standards Codification Subtopic 205-30, Liquidation Basis of Accounting. As a result, the Company has changed its basis of accounting for periods subsequent to December 31, 2016 from the going concern basis to a liquidation basis.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

We have served as the Company’s auditor since 2015.

/s/ KPMG LLP

New York, New York

March 1, 2018

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

New York REIT, Inc.:

Opinion on Internal Control Over Financial Reporting

We have audited New York REIT, Inc.’s (the Company) internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated statement of net assets (liquidation basis) of the Company as of December 31, 2017, the related consolidated statement of changes in net assets (liquidation basis) for the year then ended, the consolidated balance sheet (going concern basis) as of December 31, 2016, the related consolidated statements of operations and comprehensive loss (going concern basis), changes in equity (going concern basis), and cash flows (going concern basis) for each of the years in the two-year period ended December 31, 2016 and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and our report dated March 1, 2018 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control over Financial Reporting . Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ KPMG LLP

New York, New York

March 1, 2018

NEW YORK REIT, INC.

CONSOLIDATED STATEMENT OF NET ASSETS (LIQUIDATION BASIS)

AS OF DECEMBER 31, 2017

(in thousands)


	December 31, 2017
Assets
Investments in real estate (see Note 3 – Liquidation Basis of Accounting)	$	488,616
Investment in unconsolidated joint venture		257,634
Cash and cash equivalents		241,019
Restricted cash held in escrow		99,768
Accounts receivable		3,696

Total Assets	$	1,090,733

Liabilities
Mortgage notes payable	$	215,494
Liability for estimated costs in excess of estimated receipts during liquidation		27,228
Accounts payable, accrued expenses and other liabilities		14,881
Related party fees payable		17

Total Liabilities		257,620

Commitments and Contingencies

Net assets in liquidation	$	833,113

The accompanying notes are an integral part of these consolidated financial statements.

NEW YORK REIT, INC.

CONSOLIDATED BALANCE SHEET

(GOING CONCERN BASIS)

DECEMBER 31, 2016

(in thousands, except for share and per share data)


	December 31, 2016
Assets
Real estate investments, at cost:
Land	$	477,171
Buildings, fixtures and improvements		1,176,152
Acquired intangible assets		132,348

Total real estate investments, at cost		1,785,671
Less accumulated depreciation and amortization		(210,738	)

Total real estate investments, net		1,574,933
Cash and cash equivalents		45,536
Restricted cash		3,058
Investment in unconsolidated joint venture		190,585
Derivatives, at fair value		165
Tenant and other receivables		3,904
Receivable for mortgage proceeds		260,000
Unbilled rent receivables		52,620
Prepaid expenses and other assets		15,061
Deferred costs, net		6,518

Total assets	$	2,152,380

Liabilities and Equity
Mortgage notes payable, net of deferred financing costs	$	1,107,526
Market lease intangibles, net		65,187
Derivatives, at fair value		74
Accounts payable, accrued expenses and other liabilities (including amounts due to related parties of $455 as of December 31, 2016)		33,364
Deferred revenue		4,548
Dividend payable		12

Total liabilities		1,210,711
Preferred stock, $0.01 par value; 40,866,376 shares authorized, none issued and outstanding		—
Convertible preferred stock, $0.01 par value; 9,133,624 shares authorized, none issued and outstanding		—
Common stock, $0.01 par value; 300,000,000 shares authorized, 167,066,364 shares issued and outstanding at December 31, 2016		1,671
Additional paid-in capital		1,445,092
Accumulated other comprehensive loss		(713	)
Accumulated deficit		(515,073	)

Total stockholders’ equity		930,977
Non-controlling interests		10,692

Total equity		941,669

Total liabilities and equity	$	2,152,380

The accompanying notes are an integral part of these consolidated financial statements.

NEW YORK REIT, INC.

CONSOLIDATED STATEMENT OF CHANGES IN NET ASSETS

(LIQUIDATION BASIS)

FOR THE YEAR ENDED DECEMBER 31, 2017

(in thousands)


	December 31, 2017
Net assets in liquidation, beginning of period	$	1,552,926
Changes in net assets in liquidation:
Changes in liquidation value of investments in real estate		(143,025	)
Changes in liquidation value of investment in unconsolidated joint venture		16,051
Remeasurement of assets and liabilities		(78,005	)
Remeasurement of non-controlling interest		707

Net decrease in liquidation value		(204,272	)
Liquidating distributions to common stockholders		(515,541	)

Changes in net assets in liquidation		(719,813	)

Net assets in liquidation, end of period	$	833,113

The accompanying notes are an integral part of these consolidated financial statements.

NEW YORK REIT, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(GOING CONCERN BASIS)

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(in thousands, except share and per share data)


	December 31, 2016			December 31, 2015
Revenues:
Rental income	$	119,666		$	129,118
Hotel revenue		26,542			26,125
Operating expense reimbursement and other revenue		14,066			19,278

Total revenue		160,274			174,521

Operating expenses:
Property operating		43,561			43,752
Hotel operating		26,753			25,366
Operating fees incurred from the Advisor		13,345			12,465
Transaction related		19,708			3,771
Impairment loss on real estate investment		27,911			—
General and administrative		12,799			27,345
Depreciation and amortization		68,952			82,716

Total operating expenses		213,029			195,415

Operating loss		(52,755	)		(20,894	)
Other income (expenses):
Interest expense		(40,193	)		(29,362	)
Income from unconsolidated joint venture		2,724			1,939
Income from preferred equity investment		26			1,103
Gain on sale of real estate investments, net		6,630			7,523
Loss on derivative instruments		(331	)		(578	)

Total other expenses		(31,144	)		(19,375	)

Net loss		(83,899	)		(40,269	)
Net loss attributable to non-controlling interests		1,373			1,188

Net loss attributable to stockholders	$	(82,526	)	$	(39,081	)

Other comprehensive income (loss):
Unrealized gain (loss) on derivatives	$	524		$	(177	)
Unrealized gain (loss) on investment securities		—			(244	)

Total other comprehensive income (loss)		524			(421	)

Comprehensive loss attributable to stockholders	$	(82,002	)	$	(39,502	)

Basic and diluted weighted average common shares outstanding		164,949,461			162,165,580

Basic and diluted net loss per share attributable to stockholders	$	(0.50	)	$	(0.24	)

Dividends declared per common share	$	0.38		$	0.46

The accompanying notes are an integral part of these consolidated financial statements.

NEW YORK REIT, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(GOING CONCERN BASIS)

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(in thousands, except share data)


	Common Stock						Accumulated Other Comprehensive Loss
	Number of Shares		Par Value		Additional Paid-In Capital		Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders’ Equity			Non- controlling Interests			Total Equity
Balance, December 31, 2014		162,181,939	$	1,622	$	1,401,619	$	(816	)	$	(255,478	)	$	1,146,947		$	48,730		$	1,195,677
OP units converted to common stock		92,751		1		973		—			—			974			(974	)		—
Equity-based compensation		255,121		3		1,032								1,035			14,145			15,180
Dividends declared on common stock and distributions to non-controlling interest holders		—		—		—		—			(74,714	)		(74,714	)		(3,184	)		(77,898	)
Net loss		—		—		—		—			(39,081	)		(39,081	)		(1,188	)		(40,269	)
Other comprehensive loss		—		—		—		(421	)		—			(421	)		—			(421	)

Balance, December 31, 2015		162,529,811		1,626		1,403,624		(1,237	)		(369,273	)		1,034,740			57,529			1,092,269
OP units converted to common stock		3,336,430		33		31,166		—			—			31,199			(31,199	)		—
LTIP units converted into common stock		1,172,738		12		9,701								9,713			(9,713	)		—
Equity-based compensation and redemption of vested shares		27,385		—		601		—			—			601			(2,623	)		(2,022	)
Dividends declared on common stock and distributions to non-controlling interest holders		—		—		—		—			(63,274	)		(63,274	)		(1,929	)		(65,203	)
Net loss		—		—		—		—			(82,526	)		(82,526	)		(1,373	)		(83,899	)
Other comprehensive loss		—		—		—		524			—			524			—			524

Balance, December 31, 2016		167,066,364	$	1,671	$	1,445,092	$	(713	)	$	(515,073	)	$	930,977		$	10,692		$	941,669

The accompanying notes are an integral part of these consolidated financial statements.

NEW YORK REIT, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(GOING CONCERN BASIS)

FOR THE YEARS ENDED DECEMBER 31, 2016 AND 2015

(in thousands)


	December 31, 2016			December 31, 2015
Cash flows from operating activities:
Net loss	$	(83,899	)	$	(40,269	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		68,952			82,716
Amortization of deferred financing costs		8,088			7,036
Accretion of below- and amortization of above-market lease liabilities and assets, net		(6,468	)		(8,366	)
Loss on derivative instruments		331			75
Gain on sale of real estate investment, net		(6,630	)		(7,523	)
Impairment loss on real estate		27,911			—
Gain on sale of investment securities		—			(109	)
Bad debt expense		405			870
Equity-based compensation		(1,825	)		15,245
Income from unconsolidated joint venture		(2,724	)		(1,939	)
Changes in assets and liabilities:
Tenant and other receivables		(595	)		952
Unbilled rent receivables		(9,929	)		(13,683	)
Prepaid expenses, other assets and deferred costs		(3,997	)		349
Accrued unbilled ground rent		2,743			3,179
Accounts payable and accrued expenses		3,338			(102	)
Deferred revenue		931			(706	)

Net cash used in operating activities		(3,368	)		37,725

Cash flows from investing activities:
Proceeds from sale of real estate investments and redemption of preferred equity investment		35,429			70,854
Acquisition funds released from escrow		—			4,748
Capital expenditures		(22,284	)		(30,289	)
Purchase of investment securities		—			(78	)
Proceeds from sale of investment securities		—			4,602
Distributions from unconsolidated joint venture		27,509			12,070

Net cash provided by investing activities		40,654			61,907

Cash flows from financing activities:
Proceeds from mortgage notes payable		500,000			305,000
Payments on mortgage notes payable		(19,175	)		(88,806	)
Payments on credit facility		(485,000	)		(150,000	)
Payments for derivative instruments		(733	)		(488	)
Payment of financing costs		(18,992	)		(10,771	)
Dividends paid		(63,289	)		(74,707	)
Distributions to non-controlling interest holders		(1,929	)		(3,184	)
Redemption of restricted shares		(197	)		(65	)
Restricted cash		(1,039	)		(519	)

Net cash used in financing activities		(90,354	)		(23,540	)

Net decrease in cash and cash equivalents		(53,068	)		76,092
Cash and cash equivalents, beginning of period		98,604			22,512

Cash and cash equivalents, end of period	$	45,536		$	98,604

Supplemental disclosures:
Cash paid for interest	$	28,153		$	21,660

Non-cash investing and financing activities:
Accrued capital expenditures	$	105		$	498

Reclassification of real estate and other assets held for sale	$	—		$	29,268

Reclassification of liabilities related to real estate and other assets held for sale	$	—		$	321

Dividends payable	$	12		$	27

Receivable for mortgage proceeds	$	260,000		$	—

Redemption of OP units for common stock	$	31,199		$	974

Conversion of LTIP units to common stock	$	9,713		$	—

The accompanying notes are an integral part of these consolidated financial statements.

NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

Note 1 – Organization

The Company purchased its first property and commenced active operations in June 2010. As of December 31, 2017, the Company owned 14 properties, aggregating 1.7 million rentable square feet, with an average occupancy of 97.6%. The Company’s portfolio at December 31, 2017 primarily consisted of office and retail properties, representing 76% and 10%, respectively, of rentable square feet as of December 31, 2017. The Company also owns a hotel and one stand alone parking garage. Properties other than office and retail spaces represent 14% of rentable square feet.

On August 22, 2016, the Company’s Board of Directors (the “Board”) approved a plan of liquidation to sell in an orderly manner all or substantially all of the assets of the Company and its OP and to liquidate and dissolve the Company and the OP (the “Liquidation Plan”), subject to stockholder approval. The Liquidation Plan was approved at a special meeting of stockholders on January 3, 2017. Pursuant to the Liquidation Plan, the Company expects to sell or transfer all of its assets, pay or provide for its liabilities and expenses, distribute the remaining proceeds of the liquidation of its assets to its stockholders, wind up its business and dissolve.

The Company has no employees. Prior to March 8, 2017, the Company retained (i) New York Recovery Advisors, LLC (the “Former Advisor”) to manage its affairs on a day-to-day basis and (ii) New York Recovery Properties, LLC (the “ARG Property Manager”) to serve as the Company’s property manager, except for certain properties where services were performed by a third party. The Former Advisor and ARG Property Manager are under common control with AR Global Investments, LLC (the successor business to AR Capital, LLC, “AR Global”), (the “Sponsor”).

Note 2 – Liquidation Plan

The Liquidation Plan, as amended by the Board of Directors in accordance with the terms of the Liquidation Plan, provides for an orderly sale of the Company’s assets, payment of the Company’s liabilities and other obligations and the winding down of operations and final dissolution of the Company. The Company is not permitted to make any new investments except to exercise its option (the “WWP Option”) to purchase additional equity interests in its WWP Holdings, LLC venture (“Worldwide Plaza”), and enter into the transaction relating to Worldwide Plaza pursuant to the Membership Interest Purchase Agreement with a purchaser, a joint venture between an affiliate of SL Green Realty Corp. and a private equity fund sponsored by RXR Realty LLC or to make protective acquisitions or advances with respect to its existing assets (see Note 7). The Company is

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DECEMBER 31, 2017, 2016 AND 2015

permitted to satisfy any existing contractual obligations and fund required tenant improvements and capital expenditures at its real estate properties, including real estate properties owned by joint ventures in which the Company owns an interest.

The Company expects to continue to qualify as a REIT throughout the liquidation until such time as the Company is converted into a limited liability company or any remaining assets are transferred into a liquidating entity. The Board shall use commercially reasonable efforts to continue to cause the Company to maintain its REIT status, provided however, the Board may elect to terminate the Company’s status as a REIT if it determines that such termination would be in the best interest of the stockholders.

The Board may terminate the Liquidation Plan without stockholder approval only (i) if the Board approves the Company to enter into an agreement involving the sale or other disposition of all or substantially all of the assets or common stock by merger, consolidation, share exchange, business combination, sale or other transaction involving the Company or (ii) if the Board determines, in exercise of its duties under Maryland law, after consultation with the Winthrop Advisor, if applicable, or other third party experts familiar with the market for Manhattan office properties, that an adverse change in the market for Manhattan office properties has occurred and reasonably would expect it to adversely affect continuing with the Liquidation Plan. Notwithstanding approval of the Liquidation Plan by the stockholders, the Board may amend the Liquidation Plan without further action by the stockholders to the extent permitted under the current law.

Note 3 – Summary of Significant Accounting Policies

Basis of Presentation

Pre Plan of Liquidation

The accompanying consolidated financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). All intercompany accounts and transactions have been eliminated in consolidation.

Post Plan of Liquidation

Liquidation Basis of Accounting

As a result of the approval of the Liquidation Plan by the stockholders, the Company adopted the liquidation basis of accounting as of January 1, 2017 and for the periods subsequent to December 31, 2016 in accordance

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DECEMBER 31, 2017, 2016 AND 2015

with GAAP. Accordingly, on January 1, 2017, the carrying value of the Company’s assets were adjusted to their liquidation value, which represents the estimated amount of cash that the Company will collect on disposal of assets as it carries out its liquidation activities under the Liquidation Plan. The current estimate of net assets in liquidation has been calculated based on undiscounted cash flow projections that all the properties will be sold by June 30, 2018 except for the remaining interest in Worldwide Plaza. The Company projects that the remaining interest in Worldwide Plaza will be sold approximately during the fourth quarter of 2021. The actual timing of sales has not yet been determined and is subject to future events and uncertainties. These estimates are subject to change based on the actual timing of future asset sales.

The liquidation value of the Company’s investments in real estate is based on expected sales proceeds presented on an undiscounted basis. Estimated costs to dispose of assets have been presented separately from the related assets. Liabilities are carried at their contractual amounts due as adjusted for the timing and other assumptions related to the liquidation process.

The Company accrues costs and revenues that it expects to incur and earn as it carries out its liquidation activities through the end of the projected liquidation period to the extent it has a reasonable basis for estimation. Estimated costs expected to be incurred through the end of the liquidation period include budgeted property expenses and corporate overhead, costs to dispose of the properties, mortgage interest expense, costs associated with satisfying known and contingent liabilities and other costs associated with the winding down and dissolution of the Company. Revenues are based on in-place leases plus management’s estimates of revenue upon re-lease based on current market assumptions. These amounts are classified as a liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statement of Net Assets. Actual costs and revenues may differ from amounts reflected in the consolidated financial statements due to the inherent uncertainty in estimating future events. These differences may be material. See Note 4 for further discussion. Actual costs incurred but unpaid as of December 31, 2017 are included in accounts payable, accrued expenses and other liabilities on the Consolidated Statement of Net Assets.

As a result of the change to the liquidation basis of accounting, the Company no longer presents a Consolidated Balance Sheet, a Consolidated Statement of Operations and Comprehensive Income (Loss), a Consolidated Statement of Changes in Equity or a Consolidated Statement of Cash Flows. These statements are only presented for prior year periods.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its wholly owned subsidiaries and consolidated joint venture arrangements in which the Company has controlling financial interests, either through voting or similar rights or by means other than voting rights if the Company is the primary beneficiary of a variable interest entity (“VIE”). The portions of any consolidated joint venture arrangements not owned by the Company would be presented as noncontrolling interests. There were no consolidated joint venture arrangements at December 31, 2017 or 2016. All inter- company accounts and transactions have been eliminated in consolidation.

The Company evaluates its relationships and investments to determine if it has variable interests in a VIE. A variable interest is an investment or other interest that will absorb portions of an entity’s expected losses or receive portions of the entity’s expected residual returns. If the Company determines that it has a variable interest in an entity, it evaluates whether such interest is in a VIE. A VIE is broadly defined as an entity where either (1) the equity investors as a group, if any, lack the power through voting or similar rights to direct the activities

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DECEMBER 31, 2017, 2016 AND 2015

of an entity that most significantly impact the entity’s economic performance or (2) the equity investment at risk is insufficient to finance that entity’s activities without additional subordinated financial support. The Company consolidates any VIEs when it is determined to be the primary beneficiary of the VIE’s operations.

A variable interest holder is considered to be the primary beneficiary of a VIE if it has the power to direct the activities of a VIE that most significantly impact the entity’s economic performance and has the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE.

The Company continually evaluates the need to consolidate its joint ventures. In determining whether the Company has a controlling interest in a joint venture and the requirement to consolidate the accounts of that entity, management considers factors such as ownership interest, power to make decisions and contractual and substantive participating rights of the partners or members as well as whether the entity is a VIE for which the Company is the primary beneficiary.

Use of Estimates

Certain of the Company’s accounting estimates are particularly important for an understanding of the Company’s financial position and results of operations and require the application of significant judgment by management. As a result, these estimates are subject to a degree of uncertainty. Under liquidation accounting, the Company is required to estimate all costs and revenue it expects to incur and earn through the end of liquidation including the estimated amount of cash it expects to collect on the disposal of its assets and the estimated costs to dispose of its assets. All of the estimates and evaluations are susceptible to change and actual results could differ materially from the estimates and evaluations. Prior to the adoption of the Liquidation Plan, under going concern accounting, management made significant estimates regarding revenue recognition, purchase price allocations to record investments in real estate, impairment loss, fair value of investments in real estate, derivative financial instruments and hedging activities, equity-based compensation expenses related to the 2014 Advisor Multi-Year Outperformance Agreement (as amended to date, the “OPP”) and fair value measurements, as applicable.

Investments in Real Estate

Prior to the adoption of the Liquidation Plan, the Company evaluated the inputs, processes and outputs of each asset acquired to determine if the transaction was a business combination or an asset acquisition. If an acquisition qualified as a business combination, the related transaction costs were recorded as an expense in the consolidated statements of operations and comprehensive loss. If an acquisition qualified as an asset acquisition, the related transaction costs were generally capitalized and subsequently amortized over the useful life of the acquired assets.

In business combinations, the Company allocated the purchase price of acquired properties to tangible and identifiable intangible assets or liabilities and non-controlling interests based on their respective estimated fair values. Tangible assets may have included land, land improvements, buildings, fixtures and tenant improvements. Intangible assets or liabilities may have included the value of in-place leases, above- and below-market leases and other identifiable intangible assets or liabilities based on lease or property specific characteristics.

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DECEMBER 31, 2017, 2016 AND 2015

estimates of carrying costs during the expected lease-up periods, current market conditions, as well as costs to execute similar leases. The fair value of above- or below-market leases and ground leases was recorded based on the present value of the difference between the contractual amount to be paid pursuant to the in-place lease and the Company’s estimate of the comparable fair market lease rate, measured over the remaining term of the lease, including any below market fixed rate renewal options for below-market leases. The fair value of other intangible assets, such as real estate tax abatements, were recorded based on the present value of the expected benefit and amortized over the expected useful life.

Non-controlling interests in property owning entities were recorded based on its fair value at the date of acquisition, as determined by the terms of the applicable agreement.

The Company utilized a number of sources in making its estimates of fair values for purposes of allocating purchase price, including real estate valuations prepared by independent valuation firms. The Company also considered information and other factors including: market conditions, the industry in which the tenant operates, characteristics of the real estate such as location, size, demographics, value and comparative rental rates, tenant credit profile and the importance of the location of the real estate to the operations of the tenant’s business.

Disposals of real estate investments that represented a strategic shift in operations that had a major effect on the Company’s operations and financial results were presented as discontinued operations in the consolidated statements of operations and comprehensive loss for all periods presented; otherwise, the Company continued to report the results of these properties operations within continuing operations. Properties that were intended to be sold were designated as “held for sale” on the consolidated balance sheets at the lesser of carrying amount or fair value less estimated selling costs when they met specific criteria to be presented as held for sale. Properties were no longer depreciated when they were classified as held for sale. The Company did not have any properties held for sale as of December 31, 2016.

As of January 1, 2017, the investments in real estate were adjusted to their estimated net realizable value upon sale, or liquidation value, to reflect the change to the liquidation basis of accounting. The liquidation value represents the estimated amount of cash the Company expects to collect on the disposal of its assets as it carries out the liquidation activities of its Liquidation Plan. The liquidation value of the Company’s investments in real estate are presented on an undiscounted basis. Estimated revenue during the period following the commencement of liquidation through the expected sale date and costs to dispose of these assets are presented separately from the related assets. Subsequent to January 1, 2017, all changes in the estimated liquidation value of the investments in real estate are reflected as a change in the Company’s net assets in liquidation presented on an undiscounted basis.

The liquidation value of investments in real estate is based on a number of factors including discounted cash flow and direct capitalization analyses, detailed analysis of current market comparables and broker opinions of value, and binding purchase offers to the extent available.

Depreciation and Amortization

Prior to the adoption of the Liquidation Plan, depreciation and amortization was computed using the straight-line method over the estimated useful lives of up to 40 years for buildings, 15 years for land

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DECEMBER 31, 2017, 2016 AND 2015

improvements, five to seven years for fixtures and improvements and the shorter of the useful life or the remaining lease term for tenant improvements and leasehold interests. Under liquidation accounting, investments in real estate are no longer depreciated.

Acquired above-market leases were amortized as a reduction of rental income over the remaining terms of the respective leases. Acquired below-market leases were amortized as an increase to rental income over the remaining terms of the respective leases and expected below-market renewal option periods.

Acquired above-market ground leases were amortized as a reduction of property operating expense over the remaining term of the respective leases. Acquired below-market ground lease values were amortized as an increase to property operating expense over the remaining terms of the respective leases and expected below-market renewal option period.

The value of in-place leases, exclusive of the value of above- and below-market in-place leases, was amortized to depreciation and amortization expense over the remaining terms of the respective leases.

Assumed mortgage premiums or discounts, if applicable, were amortized as a reduction or increase to interest expense over the remaining term of the respective mortgages.

Under liquidation accounting, intangible assets and liabilities are included in the liquidation value of investments in real estate and are no longer amortized.

Impairment of Long Lived Assets

Prior to the adoption of the Liquidation Plan, when circumstances indicated the carrying value of a property may not be recoverable, the Company reviewed the asset for impairment. This review was based on an estimate of the future undiscounted cash flows, excluding interest charges, expected to result from the property’s use and eventual disposition. These estimates considered factors such as expected future operating income, market and other applicable trends and residual value, as well as the effects of leasing demand, competition and other factors. If such estimated cash flows were less than the carrying value of a property, an impairment loss was recorded to the extent that the carrying value exceeded the estimated fair value of the property for properties to be held and used.

Generally, the Company determined estimated fair value for properties held for sale based on the agreed-upon selling price of an asset. These assessments resulted in the immediate recognition of an impairment loss, resulting in a reduction (addition) of net income (loss). The Company recognized impairment charges of $27.9 million and $0.9 million during the years ended December 31, 2016 and 2015, respectively.

Cash and Cash Equivalents

Cash and cash equivalents include cash in bank accounts as well as investments in highly-liquid money market funds with original maturities of three months or less. As of December 31, 2017, $211.8 million was held in money market funds with the Company’s financial institutions. The Company had no funds held in money market funds as of December 31, 2016.

The Company deposits cash with high-quality financial institutions. These deposits are guaranteed by the Federal Deposit Insurance Company (the “FDIC”) up to an insurance limit. The Company’s cash balances fluctuate throughout the year and may exceed insured limits from time to time. Although the Company bears risk to amounts in excess of those insured by the FDIC, it does not anticipate any losses as a result.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

Restricted Cash

Restricted cash primarily consists of the $90.7 million capital improvement reserve for Worldwide Plaza, with the balance representing maintenance, real estate tax, structural and debt service reserves.

Investment in Unconsolidated Joint Venture

The Company accounts for its investment in unconsolidated joint venture under the equity method of accounting because the Company exercises significant influence over, but does not control the entity and is not considered to be the primary beneficiary. Prior to the adoption of the Liquidation Plan, this investment was recorded initially at cost and subsequently adjusted for equity in net income (loss) and cash contributions and distributions. Any difference between the carrying amount of this investment and the underlying equity in net assets was depreciated and amortized over the estimated useful lives of the assets and liabilities with a corresponding adjustment to the equity income (loss) from unconsolidated joint venture on the accompanying consolidated statements of operations and comprehensive loss. Equity income (loss) from unconsolidated joint venture was allocated based on the Company’s ownership or economic interest in the joint venture. Prior to the adoption of the Liquidation Plan, losses in the value of a joint venture investment that were determined to be other than temporary, were recognized in the period in which the losses occurred.

Subsequent to the adoption of the Liquidation Plan, the investment in unconsolidated joint venture is recorded at its net realizable value. The Company evaluates the net realizable value of its unconsolidated joint venture at each reporting period. Any changes in net realizable value will be reflected as a change in the Company’s net assets in liquidation. The liquidation value of the Company’s remaining investment in Worldwide Plaza as of December 31, 2017 is based on the value of the property as a result of the Company’s recent sale of its 48.7% interest in Worldwide Plaza (see Note 7).

Impairment of Equity Method Investments

Prior to the adoption of the Liquidation Plan, the Company monitored the value of its equity method investments for indicators of impairment. An impairment charge was recognized when the Company determined that a decline in the fair value of the investment below its carrying value was other-than-temporary. The assessment of impairment was subjective and involved the application of significant assumptions and judgments about the Company’s intent and ability to recover its investment given the nature and operations of the underlying investment. The Company was not required to recognize any impairment charges related to equity method investments during the years ended December 31, 2016 or 2015.

Subsequent to the adoption of liquidation accounting, equity investments are recorded at their net realizable value. The Company evaluates the net realizable value of its equity investments at each reporting period. Any changes in net realizable value will be reflected as a change to the Company’s net assets in liquidation.

Deferred Costs, Net

Prior to the adoption of the Liquidation Plan, deferred costs, net, consisted of deferred financing costs related to a credit facility and leasing costs. Deferred financing costs, net, is related to costs incurred in obtaining mortgage notes payable and were presented as an offset against the carrying amount of the related mortgage notes payable. Deferred financing costs represent commitment fees, legal fees, and other costs associated with obtaining commitments for financing. These costs were amortized to interest expense over the terms of the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

respective financing agreements using the effective interest method. Unamortized deferred financing costs were expensed when the associated debt was refinanced or repaid before maturity. Costs incurred in seeking financial transactions that did not close were expensed in the period in which it was determined that the financing would not close. As deferred financing costs will not be converted to cash or other consideration, these have been valued at $0 as of January 1, 2017.

Prior to the adoption of the Liquidation Plan, deferred leasing costs, consisting primarily of lease commissions and professional fees incurred, were deferred and amortized to depreciation and amortization expense over the term of the related lease. Under liquidation accounting, any residual value attributable to lease intangibles is included in the net realizable value of the corresponding investment in real estate. As such, lease intangibles are no longer separately stated on the Consolidated Statement of Net Assets.

Derivative Instruments

The Company periodically uses derivative financial instruments to hedge the interest rate risk associated with a portion of its borrowings. The principal objective of such agreements is to minimize the risks and costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions.

Prior to the adoption of the Liquidation Plan, the Company recorded all derivatives on the consolidated balance sheet at fair value. The accounting for changes in the fair value of derivatives depended on the intended use of the derivative, whether the Company elected to designate a derivative in a hedging relationship and apply hedge accounting and whether the hedging relationship satisfied the criteria necessary to apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an asset, liability, or firm commitment attributable to a particular risk, such as interest rate risk, were considered fair value hedges. Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of forecasted transactions, were considered cash flow hedges. Hedge accounting generally provides for the matching of the timing of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or liability that is attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions in a cash flow hedge.

The Company may enter into derivative contracts that are intended to economically hedge certain of its risk, even though hedge accounting does not apply or if the Company does not elect to apply hedge accounting. If the Company designated a qualifying derivative as a hedge, changes in the value of the derivative were reflected in accumulated other comprehensive income (loss) on the accompanying consolidated balance sheet. If a derivative did not qualify as a hedge, or if the Company did not elect to apply hedge accounting, changes in the value of the derivative were reflected in other income (loss) on the accompanying consolidated statements of operations and comprehensive loss.

As these instruments will not be converted into cash or other consideration, derivative financial instruments have been valued at $0 as of January 1, 2017 in accordance with liquidation accounting. As of December 31, 2017, the Company is not party to any derivative financial instruments.

Revenue Recognition

Prior to the adoption of the Liquidation Plan, the Company’s revenues, which were derived primarily from rental income, included rents that each tenant pays in accordance with the terms of each lease reported on a

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

straight-line basis over the initial term of the lease. Because many of the Company’s leases provide for rental increases at specified intervals under going concern accounting, GAAP requires that the Company record a receivable, and include in revenues on a straight-line basis, unbilled rent receivables that it will only receive if the tenant makes all rent payments required through the expiration of the initial term of the lease. The Company deferred the revenue related to lease payments received from tenants in advance of their due dates. When the Company acquired a property, the acquisition date was considered to be the commencement date for purposes of this calculation.

Rental revenue recognition commenced when the tenant took possession of or controlled the physical use of the leased space. For the tenant to take possession, the leased space must be substantially ready for its intended use. To determine whether the leased space was substantially ready for its intended use, the Company evaluated whether the Company owned or if the tenant owned the tenant improvements. When the Company was the owner of tenant improvements, rental revenue recognition began when the tenant took possession of the finished space, which was on the date on which such improvements were substantially complete. When the tenant was the owner of tenant improvements, rental revenue recognition began when the tenant took possession of or control of the space.

When the Company concluded that it was the owner of tenant improvements, the Company capitalized the cost to construct the tenant improvements, including costs paid for or reimbursed by the tenants. When the Company concluded that the tenant was the owner of tenant improvements for accounting purposes, the Company recorded its contribution towards those improvements as a lease incentive, which was included in deferred leasing costs, net on the consolidated balance sheet and amortized as a reduction to rental income on a straight-line basis over the term of the lease.

The Company continually reviewed receivables related to rent and unbilled rent receivables and determined collectability by taking into consideration the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates and economic conditions in the area in which the property is located. In the event that the collectability of a receivable was in doubt, the Company recorded an increase in its allowance for uncollectible accounts or recorded a direct write-off of the receivable in its consolidated statements of operations and comprehensive loss.

The Company owns certain properties with leases that include provisions for the tenant to pay contingent rental income based on a percent of the tenant’s sales upon the achievement of certain sales thresholds or other targets which may be monthly, quarterly or annual targets. As the lessor to the aforementioned leases, the Company deferred the recognition of contingent rental income until the specified target that triggered the contingent rental income was achieved, or until such sales upon which percentage rent is based are known. If contingent rental income was recognized pursuant to these provisions, contingent rental income was included in rental income on the consolidated statements of operations and comprehensive loss. The Company recognized contingent rental revenue of $0.8 million and $0.6 million during the years ended December 31, 2016 and 2015, respectively.

Cost recoveries from tenants were included in operating expense reimbursement in the period the related costs were incurred, as applicable.

The Company’s hotel revenues were recognized as earned and were derived from room rentals and other sources such as charges to guests for telephone service, movie and vending commissions, meeting and banquet room revenue and laundry services.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

Under liquidation accounting, the Company has accrued all revenue that it expects to earn through the end of liquidation to the extent it has a reasonable basis for estimation. Revenues are accrued based on contractual amounts due under the leases in place over the estimated holding period of each asset. To the extent that the estimated holding period for a particular asset is revised and exceeds management’s original planned liquidation period, the Company limited its estimate of future revenue as of the current reporting date to include only the period originally projected due to the inability to reliably estimate such future revenue beyond the originally projected liquidation period. These amounts are classified in liability for estimated costs in excess of estimated receipts during liquidation on the Consolidated Statement of Net Assets.

In accordance with liquidation accounting, as of January 1, 2017, tenant and other receivables were adjusted to their net realizable values. Management continually reviews tenant and other receivables to determine collectability. Any changes in the collectability of the receivables is reflected in the net realizable value of the receivable.

Share-Based Compensation

The Company has a stock-based incentive award plan for its directors, which, under going concern accounting, was accounted for under the guidance for employee share based payments. The cost of services received in exchange for a stock award was measured at the grant date fair value of the award and the expense for such awards was included in general and administrative expenses and was recognized over the service period or when the requirements for exercise of the award have been met.

During the year ended December 31, 2015, the Company granted restricted shares to employees of the Former Advisor, which, under going concern accounting, were accounted for under the guidance for non-employee share-based payments. The fair value of the awards granted to employees of the Advisor were remeasured quarterly, with the resulting amortization adjustments reflected in general and administrative expense in the consolidated statements of operations and comprehensive loss. During the years ended December 31, 2017 and 2016, the Company did not grant any restricted shares to employees of the Former Advisor.

Under liquidation accounting, compensation expense is no longer recorded as the vesting of the restricted shares does not result in cash outflows for the Company.

2014 Advisor Multi-Year Outperformance Agreement

On April 15, 2014 (the “Effective Date”), in connection with the Listing, the Company entered into the OPP with the OP and the Former Advisor, which, under going concern accounting, was accounted for under the guidance for non-employee share-based payments. On December 19, 2016, as part of the arrangements providing for the transition of advisory services from the Former Advisor to Winthrop Advisor, the Company, the Former Advisor, the OP and the ARG Property Manager entered into a letter agreement (the “OPP Side Letter”) which amended the terms of the OPP and accelerated vesting for certain portions of the award thereunder. Due to the OPP Side Letter, the Company accelerated the recording of equity-based compensation expense associated with the awards over the new requisite service period. Prior to the adoption of the Liquidation Plan, equity-based

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DECEMBER 31, 2017, 2016 AND 2015

compensation expense was adjusted each reporting period for changes in the estimated market-related performance. See Note 16 – Share-Based Compensation.

Income Taxes

The Company elected to be taxed as a REIT under Sections 856 through 860 of the Internal Revenue Code commencing with its taxable year ended December 31, 2010. If the Company continues to qualify for taxation as a REIT, it generally will not be subject to federal corporate income tax to the extent it distributes annually all of its REIT taxable income to its stockholders, determined without regard for the deduction for dividends paid and excluding net capital gains. REITs are subject to a number of organizational and operational requirements, including a requirement that the Company distribute annually at least 90% of the Company’s REIT taxable income to the Company’s stockholders. If the Company fails to continue to qualify as a REIT in any taxable year and does not qualify for certain statutory relief provisions, the Company will be subject to U.S. federal and state income taxes at regular corporate rates (including any applicable alternative minimum tax) beginning with the year in which it fails to qualify and may be precluded from being able to elect to be treated as a REIT for the Company’s four subsequent taxable years. The Company distributed to its stockholders 100% of its REIT taxable income for each of the years ended December 31, 2017, 2016 and 2015. Accordingly, no provision for federal or state income taxes related to such REIT taxable income was recorded on the Company’s financial statements. Even if the Company qualifies for taxation as a REIT, it may be subject to certain state and local taxes on its income and property, and federal income and excise taxes on its undistributed income.

During the year ended December 31, 2013, the Company purchased a hotel, which is owned by a subsidiary of the OP and leased to a taxable REIT subsidiary (“TRS”), that is owned by the OP. A TRS is subject to federal, state and local income taxes. The TRS is a tax paying component for purposes of classifying deferred tax assets and liabilities. The Company records net deferred tax assets to the extent the Company believes these assets will more likely than not be realized. In making such determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent financial operations. In the event the Company determines that it would not be able to realize the deferred income tax assets in the future in excess of the net recorded amount, the Company establishes a valuation allowance which offsets the previously recognized income tax benefit. Deferred income taxes result from temporary differences between the carrying amounts of assets and liabilities of the TRS for financial reporting purposes and the amounts used for income tax purposes. The TRS had deferred tax assets and a corresponding valuation allowance of $5.1 million and $3.1 million as of December 31, 2016 and 2015, respectively. The TRS had federal and state net operating loss carry forwards as of December 31, 2016 of $10.8 million, which will expire through 2036. The Company estimated income tax relating to its TRS using a combined federal and state rate of approximately 45% for the year ended December 31, 2017. The Company has concluded that it is more likely than not that the net operating loss carry forwards will not be utilized during the carry forward period and as such the Company has established a valuation allowance against these deferred tax assets. The Company had immaterial current and deferred federal and state income tax expense for the years ended December 31, 2017, 2016 and 2015.

As of December 31, 2017, the Company had no material uncertain income tax positions. The tax years subsequent to and including the year ended December 31, 2014 remain open to examination by the major taxing jurisdictions to which the Company is subject.

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DECEMBER 31, 2017, 2016 AND 2015

Per Share Data

Prior to the adoption of the Liquidation Plan, the Company calculated basic loss per share of common stock by dividing net loss for the period by the weighted-average shares of its common stock outstanding for the respective period. Diluted loss per share took into account the effect of dilutive instruments such as unvested restricted stock, limited partnership interests of the OP entitled “OP units” (“OP units”) or limited partnership units of the OP entitled “LTIP units” (“LTIP units”) (assuming such units were not antidilutive), based on the average share price for the period in determining the number of incremental shares that were added to the weighted-average number of shares outstanding. See Note 20 – Earnings.

Reportable Segments

The Company has determined that it has one reportable segment, with activities related to investing in real estate. The Company’s investments in real estate generate rental revenue and other income through the leasing and management of properties. Management evaluates the operating performance of the Company’s investments in real estate at the individual property level.

Recently Issued Accounting Pronouncements

There are no recently issued accounting pronouncements that are applicable under liquidation basis accounting.

Recently Adopted Accounting Pronouncements

None.

Note 4 – Liability for Estimated Costs in Excess of Estimated Receipts During Liquidation

The liquidation basis of accounting requires the Company to estimate net cash flows from operations and to accrue all costs associated with implementing and completing the plan of liquidation. The Company currently estimates that it will have costs in excess of estimated receipts during the liquidation. These amounts can vary significantly due to, among other things, the timing and estimates for executing and renewing leases, estimates of tenant improvement costs, the timing of property sales, direct costs incurred to complete the sales, the timing and amounts associated with discharging known and contingent liabilities and the costs associated with the winding down of operations. These costs are estimated and are anticipated to be paid out over the liquidation period.

Upon transition to the liquidation basis of accounting on January 1, 2017, the Company accrued the following revenues and expenses expected to be earned or incurred during liquidation (in thousands):


	Amount
Rents and reimbursements	$	102,309
Hotel revenues		25,261
Property operating expenses		(27,006	)
Hotel operating expense		(21,467	)
Interest expense		(39,756	)
General and administrative expenses		(40,124	)
Capital expenditures		(8,274	)
Sales costs		(69,524	)

Liability for estimated costs in excess of estimated receipts during liquidation	$	(78,581	)

111

NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

The change in the liability for estimated costs in excess of estimated receipts during liquidation as of December 31, 2017 is as follows (in thousands):


	January 1, 2017			Net Change in Working Capital (1)		Remeasurement of Assets and Liabilities			Consolidation (2)			Deconsolidation (3)		December 31, 2017
Assets:
Estimated net inflows from investments in real estate	$	58,303		$	18,315	$	(72,190	)	$	(1,572	)	$	1,064	$	3,920
Liabilities:
Sales costs		(69,524	)		46,752		4,052			(57,334	)		57,495		(18,559	)
Corporate expenditures		(67,360	)		64,638		(9,867	)		—			—		(12,589	)

		(136,884	)		111,390		(5,815	)		(57,334	)		57,495		(31,148	)

Total liability for estimated costs in excess of estimated receipts during liquidation	$	(78,581	)	$	129,705	$	(78,005	)	$	(58,906	)	$	58,559	$	(27,228	)

(1)	Represents changes in cash, restricted cash, accounts receivable, accounts payable and accrued expenses as a result of the Company’s operating activities for the year ended December 31, 2017.

(2)	Represents adjustments necessary to reflect the consolidation of Worldwide Plaza following the Company’s acquisition of an additional 49.9% equity interest on June 1, 2017. (See Note 7).

(3)	Represents adjustments necessary to reflect the deconsolidation of Worldwide Plaza following the Company’s sale of 48.7% of its equity interest on October 18, 2017. (See Note 7).

Note 5 – Net Assets in Liquidation

The following is a reconciliation of Total Equity under the going concern basis of accounting as of December 31, 2016 to net assets in liquidation presented on an undiscounted basis under the liquidation basis of accounting as of January 1, 2017 (in thousands):


Total Equity as of December 31, 2016	$	941,669
Increase due to estimated net realizable value of investments in real estate		382,985
Increase due to estimated net realizable value of investments in unconsolidated joint venture		319,548
Decrease due to write off of unbilled rent receivables		(52,620	)
Increase due to write off of market lease intangibles		65,187
Decrease due to write-off of assets and liabilities		(25,262	)
Liability for estimated costs in excess of estimated receipts during liquidation		(78,581	)

Adjustment to reflect the change to the liquidation basis of accounting		611,257

Estimated value of net assets in liquidation as of January 1, 2017	$	1,552,926

112

NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

A summary of the change in net asset value for the year ended December 31, 2017 is as follows:


Liquidating distribution to common stockholders	$	(515,541	)
Difference between estimated liquidation value and actual sales price		(109,538	)
Revised estimated liquidation value		(34,715	)
Revised estimated costs, including defeasance costs		(52,217	)
Adjustments for closing costs, debt costs and holding periods		(7,802	)

Change in net asset value	$	(719,813	)

The net assets in liquidation at December 31, 2017, presented on an undiscounted basis include the Company’s proportionate share in Worldwide Plaza’s net assets which include a property value at $1.725 billion based on the Company’s recent sale of its 48.7% interest in Worldwide Plaza discussed in Note 7. Future increases in value, if any, from the agreed additional capital investment will be reflected in the statement of net assets when such capital investments are made and such increases in market value can be observed.

There were 167,928,770 shares of common stock outstanding at December 31, 2017. The net assets in liquidation as of December 31, 2017, if sold at their net asset value, would result in liquidating distributions of approximately $4.96 per common share. Of this amount, $2.00 per common share was distributed to stockholders on January 26, 2018 reducing the estimate of future liquidating distributions to $2.96 per common share. The net assets in liquidation as of December 31, 2017 of $833.1 million, if sold at their net asset value, plus the cumulative liquidating distribution to common stockholders of $515.5 million ($3.07 per common share) prior to December 31, 2017 would result in cumulative liquidating distributions to common stockholders of $8.03 per share. There is inherent uncertainty with these projections, and they could change materially based on the timing of the sales, the performance of the underlying assets and any changes in the underlying assumptions of the projected cash flows.

Note 6 – Real Estate Investments

2017 Activity

50 Varick – property sale – On August 7, 2017, the Company sold to an independent third party its 50 Varick Street office property in Manhattan, New York for a gross sales price of $135.0 million. The property was part of the collateral for the $760.0 million POL Loans (see Note 8). In connection with the sale, the Company paid down $78.1 million of debt as required under the POL Loans. After satisfaction of debt, pro-rations and closing costs, the Company received net proceeds of approximately $49.1 million. The estimated liquidation value of the property was $137.5 million at January 1, 2017 and was adjusted to $135.0 million at June 30, 2017 based on the contract sale price.

245-249 West 17 ^th Street and 218 West 18 ^th Street – property sale – On October 11, 2017, the Company sold to an independent third party the 245-249 West 17 ^th Street (Twitter) and 218 West 18 ^th Street (Red Bull) office properties in Manhattan, New York for a gross sales price of $514.1 million. The properties were part of the collateral for the $760.0 million POL Loans. In connection with the sale, the Company paid down $347.9 million of debt as required under the POL Loans. After satisfaction of debt, pro-rations and closing costs, the Company received aggregate net proceeds of approximately $146.2 million. The estimated liquidation values of the properties were $532.6 million at January 1, 2017. The estimated liquidation value of these properties were adjusted down to $514.1 million as of September 30, 2017 to reflect the contracts for sale.

113

NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

229 West 36 ^th Street and 256 West 38 ^th Street – property sale – On November 6, 2017, the Company sold to an independent third party the 229 West 36 ^th Street and 256 West 38 ^th Street office properties in Manhattan, New York for a gross sales price of $155.9 million. The 229 West 36 ^th Street property was part of the collateral for the $760.0 million POL Loans. In connection with the sale, the Company paid down $66.1 million of debt as required under the POL Loans. The 256 West 38 ^th Street property was encumbered by a $24.5 million mortgage loan which was satisfied in full upon the sale of the property. After pay down of debt under the POL Loans, satisfaction of the mortgage debt, pro-rations and closing costs, the Company received aggregate net proceeds of approximately $58.8 million. The estimated liquidation value of the properties were $152.4 million at January 1, 2017 and were adjusted to $155.9 million at September 30, 2017 based on the contract sale price.

1440 Broadway – property sale – On December 19, 2017, the Company sold to an independent third party the 1440 Broadway office property in Manhattan, New York for a gross sales price of $520.0 million. The 1440 Broadway property was encumbered by a $305.0 million mortgage loan which was satisfied in full upon the sale of the property. After satisfaction of debt, pro-rations and closing costs, the Company received net proceeds of approximately $192.9 million. The estimated liquidation value of the property was $582.8 million at January 1, 2017 and was adjusted to $520.0 million at September 30, 2017 based on the contract sale price.

333 West 34 ^th Street – property sale – On November 9, 2017, the Company entered into a contract to sell to an independent third party the 333 West 34 ^th Street office property in Manhattan, New York for a gross sales price of $255.0 million. The sale was completed on January 5, 2018. The property was part of the collateral for the $760.0 million POL Loans. In connection with the sale, the Company paid down $110.6 million as required under the POL Loans upon the sale of the property. After satisfaction of debt, pro-rations and closing costs, the Company received net proceeds of approximately $134.6 million. The estimated liquidation value of the property was $260.6 million at January 1, 2017 and was adjusted to $255.0 million at September 30, 2017 based on the contract sale price.

350 West 42nd Street – property sale – On December 7, 2017, the Company entered into a contract to sell to an independent third party the 350 West 42nd Street retail property in Manhattan, New York for a gross sales price of $25.1 million. The sale was completed on January 10, 2018. The property was part of the collateral for the $760.0 million POL Loans. After satisfaction of debt, pro-rations and closing costs, the Company received net proceeds of approximately $12.6 million. In connection with the sale, the Company paid down $11.3 million as required under the POL Loans upon the sale of the property. The estimated liquidation value of the property was $24.5 million at January 1, 2017 and was adjusted to $25.1 million at December 31, 2017 based on the contract sale price.

One Jackson Square – property sale – On November 9, 2017, the Company entered into a contract to sell to an independent third party the One Jackson Square retail property in Manhattan, New York for a gross sales price of $31.0 million. The sale was completed on February 6, 2018. The property was part of the collateral for the $760.0 million POL Loans. In connection with the sale, we paid down $13.0 million as required under the POL Loans upon the sale of the property. After satisfaction of debt, pro-rations and closing costs, the Company received net proceeds of approximately $16.5 million. The estimated liquidation value of the property was $28.9 million at January 1, 2017 and was adjusted to $31.0 million at December 31, 2017 based on the contract sale price.

306 East 61st Street – property sale – On December 11, 2017, the Company entered into a contract to sell to an independent third party the 306 East 61 ^st Street office property in Manhattan, New York for a gross sales price of $47.0 million. The sale was completed on February 16, 2018. The property was encumbered by a $19.0 million

114

NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

mortgage loan payable which was satisfied in full at closing. After satisfaction of debt, pro-rations and closing costs, the Company received net proceeds of approximately $26.5 million. The estimated liquidation value of the property was $54.6 million at January 1, 2017 and was adjusted to $47.0 million at December 31, 2017 based on the contract sale price.

2091 Coney Island Avenue – property sale – On November 15, 2017 the Company entered into a contract to sell to an independent third party the 2091 Coney Island Avenue office property in Brooklyn, New York for a gross sales price of $3.8 million. The sale was completed on February 14, 2018. The property, together with the retail property located at 2067-2073 Coney Island Avenue make up 1100 Kings Highway. The property is part of the collateral for the $20.2 million mortgage note payable on 1100 Kings Highway. In connection with the sale, the Company was required to pay down the outstanding mortgage loan by $4.4 million. The estimated liquidation value of the property was $3.8 million at January 1, 2017 and December 31, 2017.

416 Washington Street – contract for sale – On January 22, 2018, the Company entered into a contract to sell to an independent third party the 416 Washington Street retail property in New York, New York for a gross sales price of $11.2 million. The property is part of the collateral for the $760.0 million POL Loans. In connection with the sale, the Company expects to pay down $5.5 million as required under the POL Loans upon the sale of the property. The estimated liquidation value of the property was $11.9 million at January 1, 2017 and was adjusted to $11.2 million at December 31, 2017 based on the contract sale price. If consummated, the sale of the property is expected to close in the first quarter of 2018.

2067 – 2073 Coney Island Avenue – contract for sale – On January 25, 2018, the Company entered into a contract to sell to an independent third party the 2067-2073 Coney Island Avenue retail property in Brooklyn, New York for a gross sales price of $30.5 million. The property is part of the collateral for the mortgage note payable on 1100 Kings Highway which has a current outstanding balance of $15.9 million. The estimated liquidation value of the property was $30.3 million at January 1, 2017 and was adjusted to $30.5 million at December 31, 2017 based on the contract sale price. If consummated, the sale of the property is expected to close in the second quarter 2018.

350 Bleecker Street and 367-387 Bleecker Street – contract for sale – On February 15, 2018, the Company entered into a combined contract to sell to an independent third party the 350 Bleecker Street and 367-387 Bleecker Street properties located in Manhattan, New York for a gross sale price of $31.5 million. The properties are part of the collateral for the $760.0 million POL Loans. In connection with the sale the Company expects to pay down the POL Loans by $21.1 million. The estimated liquidation value of the properties was $49.8 million at January 1, 2017 and was adjusted to $31.5 million at December 31, 2017 based on the contract for sale. If consummated, the sale of the properties is expected to close in the second quarter of 2018.

Worldwide Plaza Transactions – See Note 7 – Investment in Unconsolidated Joint Venture for information on Worldwide Plaza transactions during 2017.

115

NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

2016 Activity

During the year ended December 31, 2016, the Company sold its properties located at 163-30 Cross Bay Boulevard in Queens, New York (“Duane Reade”), 1623 Kings Highway in Brooklyn, New York (“1623 Kings Highway”) and 2061-2063 86th Street in Brooklyn, New York (“Foot Locker”). The following table summarizes the properties sold during the year ended December 31, 2016.


			Disposition Date		Contract Sales		Gain on Sale [1] [2]
Property	Borough		Disposition Date		(in thousands)
Duane Reade [3]		Queens		February 2, 2016	$	12,600	$	126
1623 Kings Highway		Brooklyn		February 17, 2016		17,000		4,293
Foot Locker		Brooklyn		March 30, 2016		8,400		2,211

					$	38,000	$	6,630

(1)	Reflected within gain on sale of real estate investments, net in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2016.

(2)	During the year ended December 31, 2016, the Company repaid three mortgage notes payable totaling $18.9 million with the proceeds from the sales of Duane Reade, 1623 Kings Highway and Foot Locker.

(3)	Impairment charge of $0.9 million was recognized during the year ended December 31, 2015 in connection with the classification of Duane Reade as held for sale.

The sale of Duane Reade, 1623 Kings Highway and Foot Locker did not represent a strategic shift that had a major effect on the Company’s operations and financial results. Accordingly, the results of operations of Duane Reade, 1623 Kings Highway and Foot Locker have been classified within continuing operations for all periods presented until the respective dates of their sale.

Future Minimum Rent

The following table presents future minimum base cash rental payments due to the Company, excluding future minimum base cash rental payments related to the Company’s unconsolidated joint venture, subsequent to December 31, 2017. These amounts exclude contingent rental payments, as applicable, that may be collected from certain tenants based on provisions related to sales thresholds and increases in annual rent based on exceeding certain economic indexes among other items.


(In thousands)	Future Minimum Base Cash Rental Payments
2018	$	27,965
2019		27,053
2020		27,243
2021		22,948
2022		20,768
Thereafter		72,933

Total	$	198,910

Based on the Company’s anticipated holding period for each property, the Company has accrued approximately $63.4 million of contractual base cash rental payments, excluding reimbursements.

116

NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

The following table lists the tenants whose annualized cash rent represented greater than 10% of total annualized cash rent as of December 31, 2017, 2016 and 2015, including annualized cash rent related to the Company’s unconsolidated joint venture:


		December 31,
Property Portfolio	Tenant	2017			2016			2015
Worldwide Plaza [1]	Cravath, Swaine & Moore, LLP		17	%		16	%		16	%
Worldwide Plaza [1]	Nomura Holdings America, Inc.		11	%		11	%		11	%

[1]	For 2017, annualized cash rent reflects the Company’s 50.1% pro rata share of rent generated by Worldwide Plaza.

For 2016 and 2015, annualized cash rent reflects the Company’s 48.9% of rent generated by Worldwide Plaza.

The termination, delinquency or non-renewal of any of the above tenants may have a material adverse effect on the Company’s operations.

Intangible Assets and Liabilities

Under the liquidation basis of accounting, intangible assets and liabilities are considered in the liquidation value of investments in real estate and are no longer amortized. Acquired intangible assets and liabilities consisted of the following as of December 31, 2016.


	December 31, 2016
(In thousands)	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Intangible assets:
In-place leases	$	108,253	$	36,645	$	71,608
Other intangibles		3,804		750		3,054
Above-market leases		20,291		5,036		15,255

Total acquired intangible assets	$	132,348	$	42,431	$	89,917

Intangible lease liabilities:
Below-market leases	$	75,484	$	26,864	$	48,620
Above-market ground lease liability		17,968		1,401		16,567

Total market lease intangibles	$	93,452	$	28,265	$	65,187

The following table discloses amounts recognized within the consolidated statements of operations and comprehensive loss related to amortization of in-place leases and other intangibles, amortization and accretion of above- and below-market lease assets and liabilities, net and the amortization of above-market ground lease, for the periods presented:


	December 31,
(In thousands)	2016			2015
Amortization of in-place leases and other intangibles [1]	$	10,986		$	19,757

Amortization and (accretion) of above- and below-market leases, net [2]	$	(6,018	)	$	(7,917	)

Amortization of above-market ground lease [3]	$	(449	)	$	(449	)

117

NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

(1)	Reflected within depreciation and amortization expense.

(2)	Reflected within rental income.

(3)	Reflected within hotel expenses.

Non-Recurring Fair Value Measurement Adjustments

As a result of the Company’s board of director’s adoption in August 2016 of the Liquidation Plan, which was approved by the Company’s stockholders on January 3, 2017, the Company reconsidered its intended holding period for all of its operating properties and evaluated the impact on its ability to recover the carrying value of such properties based on the expected cash flows over its intended holding period. The Company’s estimated future cash flows expected to be generated were based on management’s experience in its real estate market and the effects of current market conditions. The assumptions were subject to economic and market uncertainties including, among others, market capitalization rates, discount rates, demand for space, competition for tenants, changes in market rental rates, and costs to operate the property. As these factors are difficult to predict and are subject to future events that may alter management’s assumptions, the future cash flows estimated by management in its impairment analysis may not be achieved, and actual losses or impairment may be realized in the future.

During 2016, as a result of its consideration of impairment, the Company determined that the carrying value of the Viceroy Hotel exceeded its estimated fair value and recognized an impairment charge of $27.9 million for the year ended December 31, 2016, which is presented as impairment loss on real estate investment in the consolidated statements of operations and comprehensive loss. As discussed above, during the year ended December 31, 2015, the Company recognized $0.9 million of impairment charges in connection with the classification of Duane Reade as held for sale.

Note 7 – Investment in Unconsolidated Joint Venture

On October 30, 2013, the Company purchased a 48.9% equity interest in Worldwide Plaza for a contract purchase price of $220.1 million, based on the property value at that time for Worldwide Plaza of $1.3 billion less $875.0 million of debt on the property.

On June 1, 2017, the Company acquired an additional 49.9% equity interest on exercise of the WWP Option pursuant to the Company’s rights under the joint venture agreement of Worldwide Plaza for a contract purchase price of $276.7 million, based on the option price of approximately $1.4 billion less $875.0 million of debt on the property. The Company’s joint venture partner exercised its right to retain 1.2% of the aggregate membership interests in Worldwide Plaza. Following the exercise of the option, the Company owned a total equity interest of 98.8% in Worldwide Plaza. As a result, the Company consolidated Worldwide Plaza as of June 1, 2017.

On October 18, 2017, the Company sold a 48.7% interest in Worldwide Plaza to a joint venture managed by SL Green Realty Corp. and RXR Realty LLC based on an estimated underlying property value of $1.725 billion. In conjunction with the equity sale, there was a concurrent $1.2 billion refinancing of the existing Worldwide Plaza debt. The Company received cash at closing of approximately $446.5 million from the sale and excess proceeds from the financing, net of closing costs which included $108.3 million of defeasance and prepayment costs. The new debt on Worldwide Plaza bears interest at a blended rate of approximately 3.98% per annum, requires monthly payments of interest only and matures in November 2027. The Company has set aside $90.7 million of the proceeds in a separate account to fund future capital improvements to Worldwide Plaza. Following the sale of its interest, the Company now holds a 50.1% interest in Worldwide Plaza. The Company

118

NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

has determined that this investment is an investment in a VIE. The Company has determined that it is not the primary beneficiary of this VIE since the Company does not have the power to direct the activities that most significantly impact the VIE’s economic performance. The Company accounts for this investment using the equity method of accounting.

At acquisition, the Company’s investment in Worldwide Plaza exceeded the Company’s share of the book value of the net assets of Worldwide Plaza by $260.6 million. This basis difference resulted from the excess of the Company’s purchase price for its equity interest in Worldwide Plaza over the book value of Worldwide Plaza’s net assets. Substantially all of this basis difference was allocated to the fair values of Worldwide Plaza’s assets and liabilities. Prior to the adoption of the Liquidation Plan, the Company amortized the basis difference over the anticipated useful lives of the underlying tangible and intangible assets acquired and liabilities assumed. As of December 31, 2016, the unamortized basis difference was $221.2 million. As of December 31, 2016, the carrying value of the Company’s investment in Worldwide Plaza was $190.6 million.

The lease with one of the tenants at the Worldwide Plaza property contains a right of first offer in the event that Worldwide Plaza sells 100% of the property. The right requires Worldwide Plaza to offer the tenant the option to purchase 100% of the Worldwide Plaza property, at the price, and on other material terms, proposed by Worldwide Plaza to third parties. If, after a 45-day period, that tenant does not accept the offer, Worldwide Plaza may then sell the property to a third party, provided that Worldwide Plaza will be required to re-offer the property to that tenant if it desires to sell the property for a purchase price (and other economic consideration) less than 92.5% of the initial purchase price contained in the offer to that tenant.

The amounts reflected in the following tables (except for the Company’s share of equity and income) are based on the financial information of Worldwide Plaza. Under the going concern basis, the Company did not record losses of the joint venture in excess of its investment balance because the Company was not liable for the obligations of the joint venture or was otherwise committed to provide financial support to the joint venture. Under liquidation accounting, equity investments are carried at net realizable value.

The condensed balance sheets as of December 31, 2017 and 2016 for Worldwide Plaza are as follows:


	December 31,
(In thousands)	2017			2016
Real estate assets, at cost	$	745,040		$	744,737
Less accumulated depreciation and amortization		(162,283	)		(141,395	)

Total real estate assets, net		582,757			603,342
Cash and cash equivalents		15,964			2,339
Other assets		218,461			231,734

Total assets	$	817,182		$	837,415

Debt	$	1,213,193		$	893,433
Other liabilities		126,142			116,281

Total liabilities		1,339,335			1,009,714
Deficit		(522,153	)		(172,299	)

Total liabilities and deficit	$	817,182		$	837,415

119

NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

The condensed statements of operations for the years ended December 2017, 2016 and 2015 for Worldwide Plaza are as follows:


	December 31,
(In thousands)	2017			2016			2015
Rental income	$	137,181		$	135,571		$	132,483
Operating expenses:
Operating expenses		57,374			53,007			52,401
Depreciation and amortization		27,935			28,223			27,488

Total operating expenses		85,309			81,230			79,889
Operating income		51,872			54,341			52,594
Interest expense		(70,269	)		(61,669	)		(60,212	)
Prepayment and defeasance of mortgage		(108,090	)		—			—
Net loss allocated to non-controlling interest		(22,126	)		(20,695	)		(20,348	)

Net income (loss)	$	(104,361	)	$	13,367		$	12,730

Net income (loss) related to Worldwide Plaza includes the Company’s preferred return, the Company’s pro rata share of Worldwide Plaza net income (loss) to members and amortization of the basis difference. The following table presents the components of the income (loss) related to the Company’s investment in Worldwide Plaza for the periods presented, which is included in income (loss) from unconsolidated joint venture on the consolidated statements of operations and comprehensive loss.


	December 31,
(In thousands)	2016			2015
Company’s preferred return	$	15,948		$	15,736
Company’s share of net loss from Worldwide Plaza		(1,262	)		(1,470	)
Amortization of basis difference		(11,962	)		(12,327	)

Company’s income (loss) from Worldwide Plaza	$	2,724		$	1,939

120

NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

Note 8 – Mortgage Notes Payable

Mortgage notes payable are carried at their contractual amounts due under liquidation accounting. The Company had outstanding mortgage notes payable of $215.5 million at December 31, 2017 and $1.13 billion at December 31, 2016. The mortgage notes payable are collateralized, directly or, in the case of the mezzanine note, indirectly, by the real estate held by the Company identified in the table below.

The Company’s mortgage notes payable as of December 31, 2017 and 2016 consist of the following (in thousands):


			Outstanding Loan Amount					Effective Interest Rate at December 31, 2017
Portfolio	Encumbered Properties		December 31, 2017		December 31, 2016			Effective Interest Rate at December 31, 2017	Interest Rate	Maturity
Mortgage Loan (1)		8	$	176,246	$	500,000		5.1%	Libor + 3.5%	Sep 2018
1100 Kings Highway		1		20,200		20,200		4.0%	Libor + 2.4%	Apr 2018
Design Center		1		19,048		19,380		7.0%	Variable (3)	Dec 2021
Mezzanine Loan (2)		—		—		260,000		N/A	N/A	N/A
256 West 38th Street (5)		—		—		24,500		N/A	N/A	N/A
1440 Broadway (5)		—		—		305,000		N/A	N/A	N/A

Mortgage notes payable, gross principal amount			$	215,494		1,129,080

Less: deferred financing costs, net						(21,554	)

Mortgage notes payable, net of deferred financing costs					$	1,107,526		5.1%(4)

(1)

At December 31, 2017 encumbered properties are 333 W 34th Street, 122 Greenwich Street, 350 W 42nd Street, 382-384 Bleecker Street, 350 Bleecker Street, 416-425 Washington Street, 33 W 56th Street and 120 W 57th Street (the “POL Loan Properties”). Payments on the Mortgage Loan have been made subsequent to December 31, 2017 as discussed further below.

(2)	Loan was paid off on December 21, 2017, its contractual maturity date.

(3)	The variable interest rate reset in December 2017 and will remain fixed at this rate until December 2018.

(4)	Calculated on a weighted average basis for all mortgages outstanding as of December 31, 2017.

(5)	Loan was paid off in connection with the sale of properties.

On August 1, 2017, the Company’s mortgage loan collateralized by the 1100 Kings Highway property was modified to extend the maturity date to April 1, 2018 and to allow for partial release of the collateral. The loan also requires a cash sweep starting January 1, 2018 unless the property is under contract for sale for an amount equal to or greater than 133% of the outstanding mortgage loan payable. As the property is under contract for sale for an amount that exceeds the threshold, the lender has not initiated the cash sweep.

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NEW YORK REIT, INC.

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DECEMBER 31, 2017, 2016 AND 2015

West 34th Street, 216-218 West 18th Street, 50 Varick Street, 229 West 36th Street, 122 Greenwich Street, 350 West 42nd Street, 382-384 Bleecker Street, 350 Bleecker Street, 416-425 Washington Street, 33 West 56th Street and 120 West 57th Street (the “POL Loan Properties”). Properties sold during 2017 have been released and are no longer collateral for the POL Loans.

At the closing of the POL Loans, a portion of the net proceeds after closing costs was used to repay the $485.0 million principal amount then outstanding under the Company’s credit facility. As of December 31, 2016, the $260.0 million proceeds from the Mezzanine Loan were held in an escrow account by the servicer of the POL Loans and were recorded as a receivable in the Company’s consolidated balance sheet. Subsequently, on January 9, 2017, the $260.0 million proceeds were deposited into an operating account for the purpose of purchasing the additional equity interests in Worldwide Plaza (see Note 7). Prior to the repayment in full of the credit facility, all of the POL Loan Properties were included as part of the borrowing base under the credit facility then outstanding.

The Mortgage Loan required monthly interest payments at an initial weighted average interest rate of LIBOR plus 2.38% and the Mezzanine Loan required monthly interest payments at an initial weighted average interest rate of LIBOR plus 5.65%. The LIBOR portions of the interest rates due under the POL Loans were capped at 3.0% pursuant to interest rate cap agreements.

On December 20, 2017, the Mortgage Loan was extended through September 30, 2018 and the Mezzanine Loan balance of $91.6 million was repaid. The Company paid an extension fee of $0.4 million. The Mortgage Loan requires monthly interest payments at a weighted average interest rate of LIBOR plus 3.50%.

The POL Loans are recourse to the Company and may be accelerated only in the event of a default. The POL Loans may be prepaid, in whole or in part, without payment of any prepayment premium or spread maintenance premium or any other fee or penalty.

In connection with a sale or disposition of an individual POL Loan Property to a third party, such POL Loan Property may be released from the collateral securing the Mortgage Loan, subject to certain conditions, by prepayment of a release price (the “Release Amount”) as defined in the Mortgage Loan agreements. In certain instances, 110% of the Release Amount was required to be paid in order to release the property. Concurrently with the payment of the Release Amount, the borrower entity under the Mezzanine Loan was obligated to prepay a corresponding portion of the Mezzanine Loan, in accordance with the terms of the Mezzanine Loan, for which it received a release of a corresponding portion of the collateral under the Mezzanine Loan. Upon the sale of 50 Varick on August 7, 2017, the POL Loan was paid down $78.1 million and the property was released as security. Additionally, upon the sale of 245-249 West 17 ^th Street and 218 West 18 ^th Street on October 11, 2017, the POL Loan was paid down $347.9 million, and the properties were released as security. Upon the sale of 229 West 36 ^th Street on November 6, 2017, the POL Loan was paid down $66.1 million, and the property was released as security. The POL Loan balance was reduced to $267.9 million as a result of these sales. After repayment of the Mezzanine Loan balance, the POL Loan balance was further reduced to $176.2 million at December 31, 2017. Subsequent to year end, the POL Loans were paid down $134.9 million as a result of the sale of 333 West 34 ^th Street, 350 West 42 ^nd Street and 122 Greenwich Street.

Concurrently with the POL Loans, the Company entered into guaranty agreements with respect to the POL Loans that require the Company to maintain, (i) on a consolidated basis, a minimum net worth of $300.0 million, which minimum net worth will be reduced pro rata with any prepayment of the POL Loans once the outstanding principal amount of the POL Loans is less than $300.0 million, but in no event will the minimum net worth be

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DECEMBER 31, 2017, 2016 AND 2015

reduced below $150.0 million, and (ii) liquid assets having a market value of at least $25.0 million, which minimum market value of liquid assets may be reduced to $15.0 million in the event the outstanding amount under the POL Loans is equal to or less than $100.0 million. As of December 31, 2017, the minimum net worth requirement was $176.2 million, and the minimum liquidity requirement was $25.0 million. The Company met both requirements as of December 31, 2017.

Some of the Company’s mortgage note agreements require compliance with certain property-level financial covenants including debt service coverage ratios. As of December 31, 2017, the Company was in compliance with the financial covenants under its mortgage note agreements.

The following table summarizes the scheduled aggregate principal repayments subsequent to December 31, 2017:


In thousands	Future Minimum Principal Payments
2018	$	196,800
2019		376
2020		401
2021		17,917

Total	$	215,494

Note 9 – Subordinated Listing Distribution

Upon occurrence of the Listing, New York Recovery Special Limited Partnership, LLC (the “SLP”) became entitled to begin receiving distributions of net sale proceeds pursuant to its special limited partner interest in the OP (the “SLP Interest”) in an aggregate amount that was evidenced by the issuance of a note by the OP (the “Listing Note”). The Listing Note was equal to 15.0% of the amount, if any, by which (a) the average market value of the Company’s outstanding common stock for the period 180 days to 210 days after the Listing, plus dividends paid by the Company prior to the Listing, exceeded (b) the sum of the total amount of capital raised from stockholders during the Company’s initial public offering (“IPO”) and the amount of cash flow necessary to generate a 6.0% annual cumulative, non-compounded return to such stockholders. Concurrently with the Listing, the Company, as general partner of the OP, caused the OP to enter into the Listing Note agreement dated April 15, 2014 by and between the OP and the SLP, and caused the OP to issue the Listing Note. The Listing Note was evidence of the SLP’s right to receive distributions of net sales proceeds from the sale of the Company’s real estate and real estate-related assets up to an aggregate amount equal to the principal balance of the Listing Note. Pursuant to the terms of the partnership agreement of the OP, the SLP had the right, but not the obligation, to convert all or a portion of the SLP interest into OP units, which are convertible into shares of the Company’s common stock or the cash value of a corresponding number of shares, at the election of the OP, in accordance with the limited partnership agreement of the OP.

The principal amount of the Listing Note was determined based, in part, on the actual market value of the Company’s outstanding common stock for the period 180 days to 210 days after the Listing. Until the final principal amount of the Listing Note was determined in November 2014, the Listing Note was considered to be a derivative which was marked to fair value at each reporting date, with changes in the fair value recorded in the consolidated statements of operations and comprehensive loss.

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DECEMBER 31, 2017, 2016 AND 2015

The principal amount of the Listing Note was determined to be $33.5 million and was recorded as an expense in the consolidated statements of operations and comprehensive loss during the year ended December 31, 2014. On November 21, 2014, at the request of the SLP, the Listing Note was converted into 3,062,512 OP units and the value of the Listing Note was reclassified from derivative liabilities to non-controlling interest on the consolidated balance sheet as of December 31, 2014. In January 2017, the remaining OP units issued under the Listing Note were converted into common stock.

Note 10 – Fair Value of Financial Instruments

Prior to the adoption of liquidation accounting, the Company determined fair value of its financial instruments based on quoted prices when available or through the use of alternative approaches, such as discounting the expected cash flows using market interest rates commensurate with the credit quality and duration of the instrument. This alternative approach also reflected the contractual terms of the instruments, as applicable, including the period to maturity, and may use observable market-based inputs, including interest rate curves and implied volatilities, and unobservable inputs, such as expected volatility. The guidance defines three levels of inputs that may be used to measure fair value:


Level 1 –		Quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 –		Inputs other than quoted prices included within Level 1 that are observable for the asset and liability or can be corroborated with observable market data for substantially the entire contractual term of the asset or liability.
Level 3 –		Unobservable inputs that reflect the entity’s own assumptions that market participants would use in the pricing of the asset or liability and are consequently not based on market activity, but rather through particular valuation techniques.

The determination of where an asset or liability falls in the hierarchy requires significant judgment and considers factors specific to the asset or liability. In instances where the determination of the fair value measurement was based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement fell was based on the lowest level input that was significant to the fair value measurement in its entirety.

The Company determined that the majority of the inputs used to value its derivatives, such as interest rate swaps and caps, fell within Level 2 of the fair value hierarchy and the credit valuation adjustments associated with those derivatives, such as estimates of current credit spreads to evaluate the likelihood of default by the Company and its counterparties were not significant to the overall valuation of the Company’s derivatives. See Note 11 – Interest Rate Derivatives and Hedging Activities.

The valuation of derivatives was determined using a discounted cash flow analysis on the expected cash flows. This analysis reflected the contractual terms of the derivatives, including the period to maturity, as well as observable market-based inputs, including interest rate curves and implied volatilities. In addition, credit valuation adjustments were incorporated into the fair values to account for the Company’s potential nonperformance risk and the performance risk of the counterparties.

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DECEMBER 31, 2017, 2016 AND 2015

The following table presents information about the Company’s derivatives that are presented net, measured at fair value on a recurring basis as of December 31, 2016, aggregated by the level in the fair value hierarchy within which those instruments fall:


(In thousands)	Quoted Prices in Active Markets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
Derivatives, net	$	—	$	91	$	—	$	91

There were no transfers between levels of the fair value hierarchy during the year ended December 31, 2016.

Financial instruments not carried at fair value

Under going concern accounting, the Company is required to disclose the fair value of financial instruments for which it is practicable to estimate the value. The fair value of short-term financial instruments such as cash and cash equivalents, restricted cash, prepaid expenses and other assets, accounts payable and dividends payable approximates their carrying value on the consolidated balance sheets due to their short-term nature. The fair values of the Company’s financial instruments that are not reported at fair value on the consolidated balance sheet are reported below.


			December 31, 2017				December 31, 2016
(In thousands)	Level		Carrying Amount		Fair Value		Carrying Amount		Fair Value
Mortgage notes payable		3	$	215,494	$	216,850	$	1,129,080	$	1,138,576

The fair value of mortgage notes payable were estimated using a discounted cash flow analysis based on similar types of arrangements.

Note 11 – Interest Rate Derivatives and Hedging Activities Risk

Management Objective of Using Derivatives

The Company periodically uses derivative financial instruments, including interest rate swaps, caps, collars, options, floors and other interest rate derivative contracts, to hedge all or a portion of the interest rate risk associated with its borrowings. The principal objective of such arrangements is to minimize the risks and costs associated with the Company’s operating and financial structure as well as to hedge specific anticipated transactions. The Company does not utilize derivatives for speculative purposes or purposes other than interest rate risk management. The use of derivative financial instruments carries certain risks, including the risk that the counterparties to these contractual arrangements will not perform under the agreements. To mitigate this risk, the Company only enters into derivative financial instruments with counterparties that the Company believes to have high credit ratings and with major financial institutions with which the Company and the Former Advisor and its affiliates may also have had other financial relationships.

Under going concern accounting, the Company’s derivative financial instruments were classified as separate assets and liabilities on the balance sheet. As these instruments will not be converted to cash or other considerations, derivative financial instruments have been valued at $0 as of January 1, 2017 in accordance with liquidation accounting. As of December 31, 2017, the Company is not a party to any derivative financial instruments.

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DECEMBER 31, 2017, 2016 AND 2015

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps and caps as part of its interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable-rate amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without exchange of the underlying notional amount. Interest rate caps designated as cash flow hedges involve the receipt of variable-rate amounts if interest rates rise above the cap strike rate on the contract.

Prior to the adoption of the Liquidation Plan, the effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges was recorded in accumulated other comprehensive loss and was subsequently reclassified into earnings in the period that the hedged forecasted transaction affected earnings. The Company uses such derivatives to hedge the variable cash flows associated with variable-rate debt. The ineffective portion of the change in fair value of the derivatives was recognized directly in earnings.

Amounts reported in accumulated other comprehensive loss related to derivatives were reclassified to interest expense as interest payments were made on the Company’s variable-rate debt.

At December 31, 2017 the Company did not have any interest rate derivatives outstanding.

As of December 31, 2016, the Company had the following outstanding interest rate derivatives that were designated as cash flow hedges of interest rate risk.


	December 31, 2016
Interest Rate Derivative	Number of Instruments		Notional Amount (In thousands)
Interest rate swaps		2	$	44,700

Derivatives Not Designated as Hedges

Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to interest rate movements and other identified risks, but do not meet the strict hedge accounting requirements under GAAP. Under going concern accounting, changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings, which resulted in an expense of $0.3 million during the year ended December 31, 2016 which is included in gain (loss) on derivative instruments on the consolidated statements of operations and comprehensive loss.

As of December 31, 2016, the Company had the following outstanding interest rate derivatives that were not designated as hedges in qualified hedging relationships.


	December 31, 2016
Interest Rate Derivative	Number of Instruments		Notional Amount (In thousands)
Interest rate caps		4	$	1,065,000

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DECEMBER 31, 2017, 2016 AND 2015

Balance Sheet Classification

The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the consolidated balance sheets as of December 31, 2016:


(In thousands)	Balance Sheet Location		December 31, 2016
Derivatives designated as hedging instruments:
Interest rate swaps		Derivative liabilities, at fair value	$	(74	)

Derivatives not designated as hedging instruments:
Interest rate caps		Derivative assets, at fair value	$	165

Derivatives in Cash Flow Hedging Relationships

The table below details the location in the financial statements of the gain or loss recognized on interest rate derivatives designated as cash flow hedges for the years ended December 31, 2016 and 2015:


	Year Ended December 31,
(In thousands)	2016			2015
Amount of loss recognized in accumulated other comprehensive loss from interest rate derivatives (effective portion)	$	(742	)	$	(2,344	)

Amount of loss reclassified from accumulated other comprehensive loss into income as interest expense (effective portion)	$	(1,266	)	$	(2,167	)

Amount of loss recognized in loss on derivative instruments (ineffective portion, reclassifications of missed forecasted transactions and amounts excluded from effectiveness testing)	$	(1	)	$	(4	)

Offsetting Derivatives

The Company does not offset its derivatives on the accompanying consolidated balance sheet. The table below presents a gross presentation, the potential effects of offsetting, and a potential net presentation of the Company’s derivatives as of December 31, 2016. The net amounts of derivative assets or liabilities can be reconciled to the tabular disclosure of fair value. The tabular disclosure of fair value provides the location that derivative assets and liabilities are presented on the accompanying consolidated balance sheet.


	Gross Amounts of Recognized Assets		Gross Amounts of Recognized Liabilities			Potential Net Amounts of Assets (Liabilities) Presented on the Balance Sheet		Gross Amounts Not Offset on the Balance Sheet				Net Amount
Derivatives (In thousands)	Gross Amounts of Recognized Assets		Gross Amounts of Recognized Liabilities					Financial Instruments		Cash Collateral Posted		Net Amount
December 31, 2016	$	165	$	(74	)	$	91	$	—	$	—	$	91

Note 12 – Common Stock

As of December 31, 2017 and 2016, the Company had 167.9 million and 167.1 million shares of common stock outstanding, respectively, including unvested shares of restricted common stock (“restricted shares”), but

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DECEMBER 31, 2017, 2016 AND 2015

not including LTIP units or OP units, which were redeemable for shares of common stock. On January 3, 2017, the Company issued 841,660 shares of its common stock upon redemption of 841,660 OP units held by certain individuals who were members of the Former Advisor or its affiliates. As of December 31, 2017, there were no OP units outstanding, other than OP units held by the Company and no vested LTIP units outstanding. See Note 19 – Non-Controlling Interests.

From April 2014 through October 2016, the Company’s board of directors authorized, and the Company declared, a monthly dividend at an annualized rate equal to $0.46 per share per annum. Dividends were paid to stockholders of record on the close of business on the 8th day of each month, payable on the 15th day of such month. In October 2016, the Company announced that, in light of the Liquidation Plan, which was then subject to stockholder approval, the Company’s board of directors had determined that the Company would not pay a regular dividend for the month of November 2016 and did not expect to pay a regular monthly dividend for the month of December 2016 or thereafter. Because the Liquidation Plan was approved by the Company’s stockholders, the Company will not resume paying monthly dividends. The Company expects to make periodic liquidating distributions out of net proceeds of asset sales, subject to satisfying its liabilities and obligations, in lieu of regular monthly dividends. During 2017, the Company paid aggregate liquidating distributions equal to $3.07 per share. On January 26, 2018, the Company paid a cash liquidating distribution of $2.00 per share. There can be no assurance as to the actual amount or timing of future liquidating distributions stockholders will receive.

Note 13 – Commitments and Contingencies

Future Minimum Lease Payments

The Company entered into lease agreements related to certain acquisitions under leasehold interest arrangements. The following table reflects the minimum contractual base cash payments, excluding reimbursements, due from the Company over the next five years and thereafter under these arrangements. These amounts exclude contingent rent payments, as applicable, that may be payable based on provisions related to increases in annual rent based on exceeding certain economic indexes, among other items.


	Future Minimum Base Rent Payments
(In thousands)	Ground Leases
2018	$	5,175
2019		5,432
2020		5,432
2021		5,633
2022		5,914
Thereafter		238,138

Total minimum lease payments	$	265,724

As of December 31, 2017, future minimum base rent payments related to the ground leases accrued until the projected disposal of the related properties amounted to $2.5 million and are included in liability for estimated costs in excess of estimated receipts during liquidation.

Total rental expense related to operating leases was $7.6 million for the years ended December 31, 2016 and 2015. During the years ended December 31, 2016 and 2015, interest expense related to capital leases was

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DECEMBER 31, 2017, 2016 AND 2015

approximately $0.1 million. The following table discloses assets recorded under capital leases and the accumulated amortization thereon as of December 31, 2016:


(In thousands)	December 31, 2016
Buildings, fixtures and improvements	$	11,785
Less accumulated depreciation and amortization		(2,273	)

Total real estate investments, net	$	9,512

Litigation and Regulatory Matters

In the ordinary course of business, the Company may become subject to litigation, claims and regulatory matters. There are no legal or regulatory proceedings pending or known to be contemplated against the Company from which the Company expects to incur a material loss.

Harris Derivative Suit

In October 2016, Berney Harris (the “Plaintiff”) filed a derivative complaint (the “Harris Complaint”) on behalf of the Company against certain current and former members of the Company’s board of directors (the “director defendants”), the Former Advisor, and certain affiliates of the Former Advisor (together with the Former Advisor, the “Former Advisor defendants”). The Complaint was filed in the Supreme Court of the State of New York, New York County on October 13, 2016. The Harris Complaint alleged, among other things, that the director defendants breached their fiduciary duties by putting the interests of the Former Advisor defendants before those of the public stockholders, which breach was aided and abetted by the Former Advisor defendants. The Harris Complaint also asserted claims of corporate waste against the director defendants and unjust enrichment against certain of the Former Advisor defendants. On December 16, 2016, the defendants filed motions to dismiss on the basis of a provision in the Company’s bylaws providing that the state or federal courts of Maryland are the sole and exclusive forum for derivative claims such as those raised in the Harris Complaint. On April 6, 2017, an Evaluation Committee of the Board of Directors (the “EC”) consisting of three independent, disinterested directors was appointed by the Board of Directors to evaluate what actions should be taken by the Company in connection with the Harris Complaint and a demand letter sent by a different shareholder to the Company dated March 27, 2017. The EC filed a memorandum of law on August 4, 2017 in support of the motion to dismiss based on the forum selection clause in the Company’s bylaws. On August 10, 2017, the Court issued an Order granting the Company’s and the director defendants’ motion to dismiss and also granted the motion to dismiss of one of the Former Advisor defendants. At the same time, the Court requested additional briefing as to the other Former Advisor defendants’ motion to dismiss, which the Court neither granted nor denied at the time and which is still pending before the Court. On September 15, 2017, the EC filed a motion seeking to stay Plaintiff’s suit pending the conclusion of its evaluation process and the Former Advisor defendants who had not been dismissed filed a memorandum of law in further support of their motion to dismiss. On October 3, 2017, Plaintiff filed a motion seeking to modify the Court’s August 10, 2017 Order to the extent that it dismissed the Company as a nominal defendant. On October 18, 2017, Plaintiff filed a notice of appeal of the Court’s Order dismissing the Company, the director defendants, and one Former Advisor defendant. On November 21, 2017, Plaintiff filed a motion for leave to appeal from certain parts of the Court’s August 10, 2017 Order.

On December 6, 2017, the Court dismissed the Harris Complaint in its entirety without prejudice. Accordingly, the Court denied as moot the EC’s motion to stay and Plaintiff’s November 21, 2017 motion for

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NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

leave to appeal. On January 31, 2018, Plaintiff filed an amended notice of appeal of the Court’s Order dismissing the Harris Complaint and the Court’s prior August 10, 2017 Order dismissing the Company, the director defendants, and one of the Former Advisor defendants. At this time, it is unclear whether Plaintiff will pursue his appeals, whether those appeals will succeed if he does pursue them, or whether Plaintiff will seek to file a complaint in another jurisdiction.

The EC has not yet completed its investigation, the result of which may bear on the merits of any potential claims the Company might have.

Environmental Matters

In connection with the ownership and operation of real estate, the Company may potentially be liable for costs and damages related to environmental matters. The Company maintains environmental insurance for its properties that provides coverage for potential environmental liabilities, subject to the policy’s coverage conditions and limitations. The Company has not been notified by any governmental authority of any non-compliance, liability or other claim, and is not aware of any other environmental condition that it believes will have a material adverse effect on the consolidated results of operations.

Note 14 – Related Party Transactions and Arrangements

The Former Advisor, individual members of the Former Advisor, and employees or former employees of the Former Advisor held interests in the OP. See Note 19 – Non-Controlling Interests.

Viceroy Hotel

The following table details revenues from related parties at the Viceroy Hotel. The Company did not have any receivables from related parties as of December 31, 2017 and 2016.


	Year Ended December 31,
(In thousands)	2017		2016
Hotel revenues	$	5	$	36

Winthrop Advisor and its Affiliates

On December 19, 2016, as part of the arrangements providing for the transition of advisory services from the Former Advisor to Winthrop Advisor, the Company and Winthrop Advisor entered into the Current Advisory Agreement, the Advisory Amendment and certain other arrangements including property management agreements.

From January 3, 2017 until March 7, 2017, Winthrop Advisor served as the exclusive advisor to the Company with respect to implementation and oversight of, and the taking of all actions in connection with the Liquidation Plan, and as a consultant to the Company on other matters.

Beginning March 8, 2017, Winthrop Advisor continues to execute the Liquidation Plan and will also manage the Company’s day-to-day operations pursuant to the Current Advisory Agreement and provide the services provided by the Former Advisor under the previous advisory agreement.

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DECEMBER 31, 2017, 2016 AND 2015

The Company paid Winthrop Advisor a fee of $1.0 million in cash as compensation for advisory services and consulting services rendered prior to March 1, 2017.

Beginning on March 1, 2017, the Company pays Winthrop Advisor an asset management fee equal to 0.325% per annum of the cost of assets (as defined in the Current Advisory Agreement) up to $3.0 billion and 0.25% per annum of the cost of assets in excess of $3.0 billion. In connection with the adoption of liquidation accounting, the Company accrues costs it expects to incur through the end of liquidation. The Company has accrued asset management fees of $3.6 million payable to the Winthrop Advisor, of which $2.2 million relates to the existing contract amount and the remainder is management’s estimate of future asset management cost to final liquidation, provided that there is no assurance that the contract will in fact be extended on those terms, if at all. This amount is included in liabilities for estimated costs in excess of estimated receipts during liquidation. Actual fees incurred may differ significantly from these estimates due to inherent uncertainty in estimating future events.

In connection with the payment of (i) any distributions of money or other property by the Company to its stockholders during the term of the Current Advisory Agreement and (ii) any other amounts paid to the Company’s stockholders on account of their shares of common stock in connection with a merger or other change in control transaction pursuant to an agreement with the Company entered into after March 8, 2017 (such distributions and payments, the “Hurdle Payments”), in excess of $11.00 per share (the “Hurdle Amount”), when taken together with all other Hurdle Payments, the Company will pay an incentive fee to Winthrop Advisor in an amount equal to 10.0% of such excess (the “Incentive Fee”). The Hurdle Amount will be increased on an annualized basis by an amount equal to the product of (a) the Treasury Rate plus 200 basis points and (b) the Hurdle Amount minus all previous Hurdle Payments. Based on the current estimated undiscounted net assets in liquidation, the Winthrop Advisor would not be entitled to receive any such incentive fee.

Effective March 2017, Winthrop Property Manager began providing property management services to those properties for which the ARG Property Manager had been providing property management services. The Company pays to Winthrop Property Manager 1.75% of gross revenues, inclusive of all third party property management fees, for property management services provided to the Company by the Winthrop Property Manager or any of its affiliates.

The following table details amounts incurred by the Company to the Winthrop Advisor and its affiliates in connection with the operations related services described above for the periods presented and any amounts payable to or due from the Winthrop Advisor as of the dates specified:


(In thousands)	Year Ended December 31, 2017 Incurred		Payable (Receivable) as of December 31, 2017
Asset management fees	$	8,008	$	—
Property management fees		479		17

Total related party operational fees	$	8,487	$	17

Executives and Personnel

Under the Current Advisory Agreement, Winthrop Advisor is required to provide the Company with, among other personnel, a chief executive officer and a chief financial officer. On March 8, 2017, the Company appointed Wendy Silverstein as the chief executive officer and John Garilli as the chief financial officer of the

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DECEMBER 31, 2017, 2016 AND 2015

Company. The Company will not reimburse either Winthrop Advisor or any of its affiliates for any internal selling, general or administrative expense of Winthrop Advisor or its affiliates, including the salaries and wages, benefits or overhead of personnel providing services to the Company, including a chief executive officer and a chief financial officer.

Ms. Silverstein is the sole shareholder of a corporation, which is a party to a consulting agreement with Winthrop Advisor. Ms. Silverstein receives a consulting fee for providing services in connection with the services provided by Winthrop Advisor and is entitled to receive 50% of any Incentive Fee (as defined above) that may be payable to the Winthrop Advisor pursuant to the Current Advisory Agreement. Ms. Silverstein does not own any shares of common stock of the Company or other securities of the Company and, as a non-independent director, will not receive any compensation for serving as a director.

Standstill

During the term of the Current Advisory Agreement, Winthrop, together with its affiliates, is required to hold at least 1,000,000 shares of the Company’s common stock. Other than with respect to this stockholding requirement, the Winthrop Advisor or any of its affiliates may not (i) acquire or offer to acquire any of the Company’s assets, whether in connection with the Liquidation Plan or otherwise, or (ii) contribute debt or equity financing to, or otherwise invest in, the Company, the OP or any of their respective subsidiaries.

Term and Termination

The initial term of the Current Advisory Agreement expires on February 28, 2018 and thereafter renews automatically for successive six month periods unless a majority of the independent directors or Winthrop Advisor elects to terminate the Current Advisory Agreement without cause and without penalty, upon written notice thirty (30) days’ prior to the end of such term. The Current Advisory Agreement may also be terminated upon thirty (30) days’ written notice by a majority of the independent directors with cause (as defined in the Current Advisory Agreement) or if Ms. Silverstein resigns or is otherwise unavailable to serve as the chief executive officer of the Company for any reason and Winthrop Advisor has not identified a replacement chief executive officer who is acceptable to a majority of the independent directors.

In addition, the Current Advisory Agreement will terminate automatically upon: (i) the occurrence of a change of control (as defined in the Current Advisory Agreement), other than as a result of the transactions contemplated by the Liquidation Plan, or (ii) at the effective time of the dissolution of the Company in accordance with the Liquidation Plan or, (iii) if the assets of the Company are transferred to a liquidating trust, the final disposition of the assets transferred by the liquidating trust.

After termination, Winthrop Advisor is entitled to receive all amounts then accrued and owed to it, including any accrued Incentive Fee, but is not entitled to a termination fee or any other amounts.

Former Advisor and its Affiliates

Prior to March 8, 2017, the Company paid to the Former Advisor an asset management fee equal to 0.50% per annum of the cost of assets up to $3.0 billion and 0.40% per annum of the cost of assets above $3.0 billion.

Prior to March 8, 2017, unless the Company contracted with a third party, the Company paid the ARG Property Manager a property management fee equal to: (i) for non-hotel properties, 4.0% of gross revenues from

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DECEMBER 31, 2017, 2016 AND 2015

properties managed, plus market-based leasing commissions; and (ii) for hotel properties, a market based fee equal to a percentage of gross revenues. The Company also reimbursed the ARG Property Manager for property-level expenses. The ARG Property Manager was permitted to subcontract the performance of its property management and leasing services duties to third parties and pay all or a portion of its property management fee to the third parties with whom it contracted for these services. If the Company contracted directly with third parties for such services, the Company paid them customary market fees and paid the ARG Property Manager an oversight fee equal to 1.0% of the gross revenues of the applicable property.

The Company reimbursed the Former Advisor for costs and expenses paid or incurred prior to March 8, 2017 by the Former Advisor and its affiliates in connection with providing services to the Company (including reasonable salaries and wages, benefits and overhead of all employees directly involved with the performance of such services), although the Company did not reimburse the Former Advisor for personnel costs in connection with services for which the Former Advisor received a separate fee. Total reimbursements of costs and expenses for the years ended December 31, 2016 and 2015 was approximately $2.7 million and $.8 million, respectively.

The Company was also party to a transfer agency agreement with American National Stock Transfer, LLC, a subsidiary of the parent company of the Former Dealer Manager (“ANST”), pursuant to which ANST provided the Company with transfer agency services (including broker and stockholder servicing, transaction processing, year-end IRS reporting and other services), and supervisory services overseeing the transfer agency services performed by DST Systems, Inc., a third-party transfer agent (“DST”) which was discontinued effective February 29, 2016.

The following table details amounts incurred and paid by the Company to, and amounts waived by, the Former Advisor and its affiliates in connection with the operations related services described above for the periods presented and any amounts payable to or due from the Former Advisor as of the dates specified:


	Year Ended December 31,												Payable (Receivable) as of
	2017				2016				2015				December 31,
(In thousands)	Incurred		Waived		Incurred		Waived		Incurred		Waived		2017		2016
Asset management fees	$	2,339	$	—	$	12,293	$	—	$	12,465	$	—	$	—	$	51
Transfer agent and other professional fees		414		—		2,862		—		1,713		—		—		299
Property management fees		560		—		2,046		994		2,603		2,603		—		105

Total related party operational fees and reimbursements	$	3,313	$	—	$	17,201	$	994	$	16,781	$	2,603	$	—	$	455

The Former Advisor agreed to waive certain fees, including property management fees, during the years ended December 31, 2016 and 2015. The fees that were waived were not deferrals and accordingly, were not and will not be paid to the Former Advisor.

In connection with the sale of one or more properties, for which the Former Advisor provided a substantial amount of services as determined by the Company’s independent directors, the Company was required to pay the Former Advisor a property disposition fee not to exceed the lesser of 2.0% of the contract sale price of the property or 50% of the competitive real estate commission paid if a third party broker was also involved; provided, however that in no event could the property disposition fee paid to the Former Advisor when added to

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NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

real estate commissions paid to unaffiliated third parties exceed the lesser of 6.0% of the contract sale price and a competitive real estate commission. For purposes of the foregoing, “competitive real estate commission” meant a real estate brokerage commission for the purchase or sale of a property which was reasonable, customary and competitive in light of the size, type and location of the property. The Company incurred and paid $0.2 million in property disposition fees to the Former Advisor during the years ended December 31, 2016 and 2015 related to the sale of certain properties.

Personnel Side Letter

On December 19, 2016, as part of the arrangements providing for the transition of advisory services from the Former Advisor to the Winthrop Advisor, the Company, the OP, Former Advisor and the ARG Property Manager entered into a letter agreement (the “Personnel Side Letter”), requiring the Company to fund, and the Former Advisor to pay, certain amounts to incentivize and retain certain personnel of the Former Advisor and its affiliates (the “Former Advisor Employees”). The Personnel Side Letter provides that the 2016 bonus to be paid by the Former Advisor to each Former Advisor Employee who remains employed by the Former Advisor or its affiliates will be no less than 75% of such Former Advisor Employee’s 2015 bonus. The Personnel Side Letter also includes provisions for payments of retention bonuses allocated among the Former Advisor Employees. Pursuant to an escrow agreement entered into among the Company, the Former Advisor and Chicago Title Insurance Company on December 21, 2016, the Company deposited an amount equal to $0.7 million in an escrow account on December 21, 2016. The amount in the escrow account was used to pay the retention bonuses allocated to each Former Advisor Employee who remained employed by the Former Advisor or its affiliates as a retention bonus, with two-thirds of the bonus payable upon the filing of the Annual Report on Form 10-K for the year ended December 31, 2016 and the remainder payable on the earlier of the termination of the advisory agreement with the Former Advisor or the final day of the Initial Extension Period, as defined. Upon the occurrence of a change of control prior to the filing of the Annual Report on Form 10-K for the year ended December 31, 2016 or the final day of the Initial Extension Period, the entirety of the amounts to be paid were paid to those Former Advisor Employees who remained employed by the Former Advisor or its affiliates at that time. No portion of the amount held in escrow were refundable to the Company for any reason other than equitable adjustment to account for any Former Advisor Employees who were no longer employed by the Former Advisor or its affiliates as of the date of a payment.

In March, 2017, the entire balance of $0.7 million in the escrow account has been disbursed.

Settlement Agreement

On October 23, 2016, the Company entered into an agreement (the “Settlement Agreement”) with WW Investors LLC, Michael L. Ashner and Steven C. Witkoff (collectively, the “WW Investors”), an affiliate of the Winthrop Advisor, to settle a potential proxy contest pertaining to the election of directors to the Company’s Board of Directors at the Company’s 2016 annual meeting of stockholders. Pursuant to the Settlement Agreement, among other things:

•

the Company’s Board of Directors was expanded from six to nine directors and James Hoffmann, Gregory Hughes and Craig T. Bouchard were elected as members of the Company’s Board of Directors;

•

Mr. Hoffmann was appointed to serve as a member of the audit committee of the Company’s Board of Directors and Mr. Hughes was appointed to serve as a member of the compensation committee of the Company’s Board of Directors;

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

•

so long as WW Investors is not in breach of the Settlement Agreement, WW Investors has certain rights to recommend replacement directors if either of Mr. Hughes or Mr. Hoffmann resigns from the Company’s Board of Directors or is rendered unable to serve on the Company’s Board of Directors by reason of death or disability prior to the end of the Standstill Period (as defined below) subject to such replacement directors being independent under the applicable standards in the Settlement Agreement, and subject to such replacement director being first recommended by the nominating and corporate governance committee of the Company’s Board of Directors and subsequently approved by the Company’s Board of Directors in their sole discretion;

•

WW Investors will vote its shares of common stock at any stockholders meeting prior to the expiration of the Standstill Period in favor of the Company’s director nominees and otherwise in accordance with the Company’s Board of Director’s recommendation;

•

following that selection of the Service Provider in the request for proposal, for so long as WW Investors or one of its affiliates serves as the Company’s external advisor or manager, WW Investors may sell shares of the Company’s common stock so long as it continues to own at least 1,000,000 shares of the Company’s common stock in the aggregate;

•

the Company reimbursed WW Investors for its reasonable, documented out-of-pocket fees and expenses (including legal expenses) of $0.5 million incurred in connection with WW Investors’ involvement at the Company; and

•

WW Investors agreed to customary standstill restrictions during the “Standstill Period,” which is the period beginning on the date of the Settlement Agreement and ending on the later of (x) December 31, 2017 and (y) the date that neither Mr. Hoffmann nor Mr. Hughes continues to serve on the Company’s board of directors. The Standstill Period will also terminate on the date that the Company files its proxy statement in respect of an annual meeting if either Mr. Hoffmann or Mr. Hughes (or any replacement director) is not nominated as a director unless such failure to be so nominated was attributable to involvement in certain legal proceedings that would require disclosure in the Company’s Annual Report on Form 10-K.

On February 4, 2017, Ms. Silverstein was recommended as a replacement director by WW Investors with respect to the resignation of Mr. Hoffmann pursuant to the terms of the Settlement Agreement as modified by an amendment to the Settlement Agreement entered into on that date, and she was thereafter elected to the board of directors to serve as a director until the Company’s 2017 annual meeting and until her successor is duly elected and qualifies.

Note 15 – Economic Dependency

Under various agreements, the Company has engaged Winthrop Advisor, its affiliates and entities under common control with Winthrop Advisor to provide certain services that are essential to the Company, including asset management services, supervision of the management and leasing of properties owned by the Company, asset acquisition and disposition decisions, as well as other administrative responsibilities for the Company including accounting services, transaction management and investor relations.

As a result of these relationships, the Company is dependent upon Winthrop Advisor and its affiliates. In the event that these companies are unable to provide the Company with the respective services, the Company will be required to find alternative providers of these services.

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NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

Note 16 – Share-Based Compensation

Stock Option Plan

The Company has a stock option plan (the “Plan”) which authorizes the grant of nonqualified stock options to the Company’s independent directors, officers, advisors, consultants and other personnel, subject to the absolute discretion of the board of directors and the applicable limitations of the Plan. The exercise price for all stock options granted under the Plan will be equal to the fair market value of a share on the date of grant. Upon a change in control, unvested options will become fully vested and any performance conditions imposed with respect to the options will be deemed to be fully achieved. A total of 0.5 million shares have been authorized and reserved for issuance under the Plan. As of December 31, 2017 and 2016, no stock options were issued under the Plan.

Restricted Share Plan

The Company’s employee and director incentive restricted share plan (“RSP”) provides the Company with the ability to grant awards of restricted shares to the Company’s directors, officers and employees (if the Company ever has employees), employees of the Former Advisor and its affiliates, employees of entities that provide services to the Company, directors of the Former Advisor or of entities that provide services to the Company, certain consultants to the Company and the Former Advisor and its affiliates or to entities that provide services to the Company.

Under the RSP, the annual amount granted to the independent directors is determined by the board of directors. The maximum number of shares of stock granted under the RSP cannot exceed 10% of the Company’s outstanding shares of common stock on a fully diluted basis at any time. Restricted shares issued to independent directors generally vest over a three- year period in increments of 33.3% per annum. Generally, such awards provide for accelerated vesting of (i) all unvested restricted shares upon a change in control or a termination without cause and (ii) the portion of the unvested restricted shares scheduled to vest in the year of voluntary termination or the failure to be re-elected to the board.

Restricted shares may not, in general, be sold or otherwise transferred until restrictions are removed and the shares have vested. Holders of restricted shares receive cash dividends and other distributions (including any liquidating distributions made pursuant to the Liquidation Plan) prior to the time that the restrictions on the restricted shares have lapsed. Any dividends payable in shares of common stock are subject to the same restrictions as the underlying restricted shares.

In February 2015, the board of directors approved, and the Company awarded, 279,365 restricted shares to employees of the Former Advisor, of which 79,805 restricted shares were subsequently forfeited. The remaining awards vest over a four-year period in increments of 25% per annum. In the fourth quarter of 2015, the Company awarded an additional 30,000 restricted shares to its interim chief financial officer. This award vested in its entirety upon his resignation as interim chief executive officer on March 8, 2017.

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NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

The following table displays restricted share award activity during the years ended December 31, 2017, 2016 and 2015:


	Number of Restricted Shares			Weighted-Average Issue Price
Unvested, December 31, 2015		316,570		$	10.59
Granted		46,979			10.11
Vested		(94,769	)		10.59

Unvested, December 31, 2016		268,780			10.50
Vested		(177,513	)		10.45
Forfeited		(22,979	)		10.30

Unvested, December 31, 2017		68,288			10.32

Under going concern accounting, the Company measured stock-based compensation expense at each reporting date for any changes in the fair value and recognized the expense prorated for the portion of the requisite service period completed. Accordingly, the Company recognized $0.7 million and $1.1 million in non-cash compensation expense for the years ended December 31, 2016 and 2015, respectively. Under liquidation accounting, compensation expense is no longer recorded as the vesting of the restricted shares does not result in cash outflow for the Company.

2014 Advisor Multi-Year Outperformance Agreement

On April 15, 2014 (the “Effective Date”), the Company entered into a multi-year outperformance agreement (the “OPP”) with the OP and the Former Advisor. Under the OPP, the Former Advisor was issued 8,880,579 LTIP Units in the OP with a maximum award value on the issuance date equal to 5.0% of the Company’s market capitalization (the “OPP Cap”). The LTIP Units are structured as profits interests in the Operating Partnership.

Prior to the OPP Side Letter dated December 19, 2016 (“OPP Side Letter”), subject to the Former Advisor’s continued service through each vesting date, one third of any earned LTIP Units would vest on each of the third, fourth and fifth anniversaries of the Effective Date.

On April 15, 2015 and 2016, in connection with the end of the One-Year Period and Two-Year Period, 367,059 and 805,679 LTIP Units, respectively, were earned by the Former Advisor under the terms of the OPP. Pursuant to the OPP Side Letter, these LTIP Units immediately vested upon approval by the Compensation Committee and converted on a one-for-one basis into unrestricted shares of the Company’s common stock.

Based on calculations for the Three-Year Period, the Former Advisor earned 43,685 LTIP Units under the terms of the OPP on April 15, 2017. Pursuant to the terms of the OPP Side Letter, these LTIP units were immediately vested on April 15, 2017, were converted on a one-for-one basis into unrestricted shares of the Company’s common stock on May 9, 2017, and were issued to the Former Advisor on May 9, 2017. Following the issuance of the shares of common stock on May 9, 2017, the remaining 7,664,156 LTIP Units issued to the Former Advisor were forfeited.

Under the OPP, the Former Advisor’s eligibility to earn a number of LTIP units with a value equal to a portion of the OPP Cap upon the first, second and third anniversaries of the Effective Date was based on the Company’s achievement of certain levels of total return to the Company’s stockholders (“Total Return”),

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NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

including both share price appreciation and common stock dividends, as measured against a peer group of companies, as set forth below, for the three-year performance period commencing on the Effective Date (the “Three-Year Period”); each 12-month period during the Three-Year Period (the “One-Year Period”); and the initial 24-month period of the Three-Year Period (the “Two-Year Period”), as follows:


	Performance Period	Annual Period	Interim Period
Absolute Component: 4% of any excess Total Return if total stockholder return attained above an absolute hurdle measured from the beginning of such period:	21%	7%	14%

Relative Component: 4% of any excess Total Return attained above the Total Return for the performance period of the Peer Group*, subject to a ratable sliding scale factor as follows based on achievement of cumulative Total Return measured from the beginning of such period:

• 100% will be earned if total stockholder return achieved is at least:	18%	6%	12%
• 50% will be earned if total stockholder return achieved is:	0%	0%	0%
• 0% will be earned if total stockholder return achieved is less than:	0%	0%	0%
• a percentage from 50% to 100% calculated by linear interpolation will be earned if the cumulative Total Return achieved is between:	0% – 18%	0% – 6%	0% – 12%

*	The “Peer Group” is comprised of certain companies in the SNL US REIT Office Index.

The potential outperformance award was calculated at the end of each One-Year Period, the Two-Year Period and the Three- Year Period. The award earned for the Three-Year Period was based on the formula in the table above less any awards earned for the Two-Year Period and One-Year Periods, but not less than zero; the award earned for the Two-Year Period was based on the formula in the table above less any award earned for the first and second One-Year Period, but not less than zero. Any LTIP units that were unearned at the end of the Performance Period have been forfeited.

The following table presents information about the Company’s OPP, which, under going concern accounting, was measured at fair value on a recurring basis as of December 31, 2016, aggregated by the level in the fair value hierarchy within which the instrument falls:


(In thousands)	Quoted Prices in Active Markets Level 1		Significant Other Observable Inputs Level 2		Significant Unobservable Inputs Level 3		Total
December 31, 2016
OPP		—		—	$	5,457	$	5,457

On December 26, 2016, 1,172,739 LTIP units were converted to common stock pursuant to the OPP Side Letter based on a fair market value of $10.08 per share.

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NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

Level 3 valuations

The following is a reconciliation of the beginning and ending balance for the changes in instruments with Level 3 inputs in the fair value hierarchy for the year ended December 31, 2016:


In thousands	OPP
Balance as of December 31, 2015	$	43,500
Fair value adjustment		(26,222	)

Ending balance as of December 31, 2016	$	17,278

The following table provides quantitative information about significant Level 3 input used:

Financial Instrument

Fair Value

Principal Valuation
Technique

Unobservable Inputs

Input Value

December 31, 2016

Monte Carlo

OPP

5,457

Simulation

Expected volatility

28.0

Expected volatility is a measure of the variability in possible returns for an instrument, parameter or market index given how much the particular instrument, parameter or index changes in value over time. Generally, the higher the expected volatility of the underlying instrument, the wider the range of potential future returns. An increase in expected volatility, in isolation, would generally result in an increase in the fair value measurement of an instrument. For the relationship described above, the inverse relationship would also generally apply.

Prior to the adoption of the liquidation basis of accounting, share based compensation related to the OPP was recorded as part of general and administrative expenses and non-controlling interest, a component of equity. Under liquidation basis accounting, since no cash outflow is associated with the OPP, the value of the converted OP units is incorporated in the estimated liquidating distributions per share.

Note 17 – Accumulated Other Comprehensive Income (Loss)

The following table illustrates the changes in accumulated other comprehensive income (loss) as of and for the periods indicated:


	Unrealized Gains on Available-for-Sale Securities			Change in Unrealized Gain (Loss) on Derivatives			Total Accumulated Other Comprehensive Income (Loss)
Balance, December 31, 2014	$	244		$	(1,060	)	$	(816	)
Other comprehensive loss, before reclassifications		(137	)		(2,344	)		(2,481	)
Amounts reclassified from accumulated other comprehensive income (loss)		(107	)		2,167			2,060

Net current-period other comprehensive income		(244	)		(177	)		(421	)

Balance, December 31, 2015		—			(1,237	)		(1,237	)
Other comprehensive loss, before reclassifications		—			(742	)		(742	)
Amounts reclassified from accumulated other comprehensive income (loss)		—			1,266			1,266

Net current-period other comprehensive income		—			524			524

Balance, December 31, 2016	$	—		$	(713	)	$	(713	)

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NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

For a reconciliation of the income statement line item affected due to amounts reclassified out of accumulated other comprehensive loss for the years ended December 31, 2016 and 2015, see Note 11 – Interest Rate Derivatives and Hedging Activities.

Note 18 – Earnings Per Share

Prior to the adoption of the liquidation basis of accounting, the Company determined basic earnings per share on the weighted average number of common shares outstanding during the period. The Company computed diluted earnings per share based on the weighted average number of common shares outstanding combined with the incremental weighted average effect for all outstanding potentially dilutive instruments.

The following is a summary of the basic and diluted net loss per share computations for the periods presented:


	Year Ended December 31,
(In thousands, except share and per share data)	2016			2015
Basic and diluted net loss attributable to stockholders	$	(82,526	)	$	(39,081	)

Weighted average shares outstanding, basic and diluted		164,949,461			162,165,580

Net loss per share attributable to stockholders, basic and diluted	$	(0.50	)	$	(0.24	)

Diluted net loss per share assumes the conversion of all common share equivalents into an equivalent number of common shares, unless the effect is anti-dilutive. The Company considers unvested restricted shares, OP units and LTIP units to be common share equivalents. The Company had the following common share equivalents for the periods presented, which were excluded from the calculation of diluted loss per share attributable to stockholders as the effect would have been anti-dilutive:


	Year Ended December 31,
	2016		2015
Unvested restricted shares		268,780		316,570
OP units		841,660		4,178,090
LTIP units		7,707,841		8,880,579

Total anti-dilutive common share equivalents		8,818,281		13,375,239

Note 19 – Non-Controlling Interests

The Company is the sole general partner of the OP, and the Company and a subsidiary of the Company hold all of the OP units as of December 31, 2017. As of December 31, 2016, the Former Advisor or members, employees or former employees of the Former Advisor held 841,660 OP units and 7,707,841 unvested LTIP units. On January 3, 2017, the Company issued 841,660 shares of its common stock upon redemption of 841,660 OP units, following which no OP units remained outstanding other than OP units held by the Company corresponding to shares of the Company’s common stock. There were $1.9 million and $2.6 million respectively, of distributions paid to OP unit and LTIP unit holders during the years ended December 31, 2016 and 2015.

A holder of OP units has the right to distributions on the same basis as a holder of shares of the Company’s common stock, and has the right to redeem OP units for the cash value of a corresponding number of shares of

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

the Company’s common stock or a corresponding number of shares of the Company’s common stock, at the election of the Company, in accordance with the limited partnership agreement of the OP. The remaining rights of the holders of OP units are limited, however, and do not include the ability to replace the general partner or to approve the sale, purchase or refinancing of the OP’s assets.

During the year ended December 31, 2016, 3,336,430 OP units were redeemed for shares of the Company’s common stock and reclassified from non-controlling interest to stockholders’ equity.

Note 20 – Quarterly Results (Unaudited)

Presented below is a summary of the unaudited quarterly financial information for the years ended December 31, 2016 and 2015:


	Quarters Ended
(In thousands, except share and per share data)	March 31, 2016		June 30, 2016			September 30, 2016			December 31, 2016
Total revenues	$	36,709	$	39,923		$	41,260		$	42,382

Basic and diluted net income (loss) attributable to stockholders	$	487	$	(11,540	)	$	(45,267	)	$	(26,202	)

Weighted average shares outstanding, basic and diluted		163,872,612		164,835,872			165,384,074			165,692,013

Net income (loss) per share attributable to stockholders, basic and diluted	$	—	$	(0.07	)	$	(0.27	)	$	(0.16	)


	Quarters Ended
(In thousands, except share and per share data)	March 31, 2015			June 30, 2015			September 30, 2015			December 31, 2015
Total revenues [1]	$	41,849		$	43,677		$	44,608		$	44,387

Basic and diluted net loss attributable to stockholders	$	(8,516	)	$	(8,982	)	$	(13,075	)	$	(8,508	)

Weighted average shares outstanding, basic and diluted		162,092,424			162,156,470			162,203,065			162,208,672

Net loss per share attributable to stockholders, basic and diluted [2]	$	(0.05	)	$	(0.06	)	$	(0.08	)	$	(0.05	)

[1]	During the fourth quarter of 2015, the Company reclassified the write-off of a terminated below-market lease from depreciation and amortization expense to revenue. Revenue for the quarter ended March 31, 3015 has been revised to reflect this reclassification.

[2]

During the fourth quarter of 2015, the Company identified certain immaterial errors impacting interest expense in its previously issued quarterly financial statements. Interest expense and net loss were underestimated by $0.3 million for each of the quarters ended March 31, 2015, June 30, 2015 and September 30, 2015. Quarterly amounts in the table above have been revised to reflect the corrected amounts.

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NEW YORK REIT, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2017, 2016 AND 2015

Note 21 – Subsequent Events

The Company has evaluated subsequent events through the filing of this Annual Report on Form 10-K, and determined that there have not been any other events that have occurred that would require adjustments or disclosures in the consolidated financial statements, except as disclosed in Note 6.

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NEW YORK REIT, INC.

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION


(in thousands)								Initial Costs				Subsequent to Acquisition					Accumulated Depreciation (2)			Net Liquidation Adjustment (1)		Total
Portfolio	State		Acquisition Date		Encumbrances at December 31, 2017			Land		Building and Improvements		Land		Building and Improvements			Accumulated Depreciation (2)			Net Liquidation Adjustment (1)		Total
Design Center		NY		6/22/2010	$	19,048		$	11,243	$	18,884	$	—	$	3,447		$	(6,322	)	$	—	$	27,252
367-387 Bleecker St		NY		2/1/2010		—	(3)		—		31,167		—		—			(8,092	)		—		23,075
33 West 56th St (garage)		NY		6/1/2011		—	(4)		—		4,637		—		(556	)		(561	)		—		3,520
416 Washington St		NY		11/3/2011		—	(4)		—		8,979		—		(331	)		(1,396	)		—		7,252
One Jackson Sq		NY		11/18/2011		—	(4)		—		21,466		—		(3,042	)		(2,364	)		—		16,060
350 West 42nd St		NY		3/16/2012		—	(4)		—		19,869		—		83			(4,586	)		—		15,366
1100 Kings Highway		NY		5/4/2012		20,200			17,112		17,947		—		110			(3,900	)		—		31,269
350 Bleecker St		NY		12/31/2012		—	(4)		—		11,783		—		2			(2,274	)		—		9,511
333 West 34th St		NY		8/9/2013		—	(4)		98,600		120,908		—		242			(26,825	)		—		192,925
Viceroy Hotel		NY		11/18/2013		—	(4)		—		169,945		—		(41,308	)		(1,621	)		—		127,016
Net liquidation adjustment (1)						—			—		—		—		—			—			35,370		35,370

					$	39,248		$	126,955	$	425,585	$	—	$	(41,353	)	$	(57,941	)	$	35,370	$	488,616

(1)	Under the liquidation basis of accounting, our real estate holdings are now carried at their estimated value. As a result, the net liquidation adjustment is the net adjustment that we have made to the carrying value of the property in order to reflect its fair value.

(2)	Depreciation expense will not be recorded subsequent to December 31, 2016 as a result of the adoption of our plan of liquidation.

(3)	The properties comprised of 367-387 Bleecker Street are not subject to mortgages under the Mortgage Loan with the exception of 382-384 Bleecker Street, which is subject to a mortgage under the Mortgage Loan.

(4)	These properties are subject to mortgages under the Mortgage Loan which had an outstanding balance of $176.2 million as of December 31, 2017.

The tax basis of the above properties was $1,540,000 at December 31, 2017.

A summary of activity for real estate and accumulated depreciation for the years ended December 31, 2017, 2016 and 2015:


	December 31,
(In thousands)	2017 (Liquidation basis)			2016 (Going Concern basis)			2015 (Going Concern basis)
Real estate investments, at cost (including assets held for sale):
Balance at beginning of year	$	1,653,315		$	1,714,720		$	1,729,983
Capital expenditures		6,389			21,891			27,231
Dispositions		(1,148,517	)		(83,296	)		(42,494	)
Liquidation adjustment, net		(22,571	)		—			—

Balance at end of year	$	488,616		$	1,653,315		$	1,714,720

Accumulated depreciation (including assets held for sale):
Balance at beginning of year	$	168,301		$	139,412		$	93,012
Depreciation expense		—			56,527			61,527
Dispositions		(110,360	)		(27,638	)		(15,127	)
Liquidation adjustment		(57,941	)		—			—

Balance at end of year	$	—		$	168,301		$	139,412

143

Exhibit 10.62

DECHERT DRAFT 12/14/17

FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS

Dated as of December 6, 2017

Among

THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO ,

each a Delaware limited liability company,

collectively, as Borrower,

COLUMN FINANCIAL, INC. ,

a Delaware corporation,

as Agent,

COLUMN FINANCIAL, INC. , a Delaware corporation,

STARWOOD PROPERTY MORTGAGE SUB-17, L.L.C. , a Delaware limited liability company, and

WELLS FARGO BANK, NATIONAL ASSOCIATION, SOLELY IN ITS CAPACITY AS

TRUSTEE IN TRUST FOR THE BENEFIT OF HOLDERS OF CSMC TRUST 2016-NYRT,

COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, SERIES 2016-NYRT,

collectively, as Lender,

and acknowledged and agreed to by

ARC NY120W5701 TRS, LLC ,

a Delaware limited liability company,

as Operating Lessee

and

NEW YORK REIT, INC. , a Maryland corporation,

as Guarantor

FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS

THIS FIRST AMENDMENT TO LOAN AGREEMENT AND OTHER LOAN DOCUMENTS , dated as of December 6, 2017 (this “ Amendment ”), is made by and among COLUMN FINANCIAL, INC. , a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010 (“ Column ”), STARWOOD PROPERTY MORTGAGE SUB-17, L.L.C. , a Delaware limited liability company, having an address at 591 West Putnam Avenue, Greenwich, Connecticut 06830 (“ Starwood ”), WELLS FARGO BANK, NATIONAL ASSOCIATION, SOLELY IN ITS CAPACITY AS TRUSTEE IN TRUST FOR THE BENEFIT OF HOLDERS OF CSMC TRUST 2016-NYRT, COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, SERIES 2016-NYRT , having an address at 9062 Old Annapolis Road, Columbia, MD 21045 (“ Wells ”, and together with Column and Starwood and their respective successors and/or assigns, collectively, “ Lender ”), COLUMN FINANCIAL, INC. , a Delaware corporation, having an address at 11 Madison Avenue, New York, New York 10010, as agent for Lender (in such capacity, together with its successors and/or assigns, “ Agent ”), and THE ENTITIES LISTED ON SCHEDULE I ATTACHED HERETO , each a Delaware limited liability company, each having an address at c/o New York REIT, Inc., 7 Bulfinch Place, Suite 500, Boston, MA 02114 (collectively, together with their respective successors and/or permitted assigns, “ Borrower ”), and is acknowledged and agreed to by ARC NY120W5701 TRS, LLC , a Delaware limited liability company, having an address at c/o New York REIT, Inc., 7 Bulfinch Place, Suite 500, Boston, MA 02114 (together with its successors and/or permitted assigns, “ Operating Lessee ”), and NEW YORK REIT, INC. , a Maryland corporation, having an address at 7 Bulfinch Place, Suite 500, Boston, MA 02114 (together with its successors and permitted assigns, “ Guarantor ”). All capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Original Loan Agreement (hereinafter defined).

W I T N E S E T H :

WHEREAS , pursuant to the terms and conditions of that certain Loan Agreement, dated as of December 20, 2016, by and among Agent, Column, as Initial Lender, the other lenders party thereto from time to time, and the entities listed on Schedule II attached hereto (collectively, “ Original Borrower ”), and acknowledged and agreed to by Operating Lessee (as the same may be amended, restated, replaced, supplemented, renewed, extended or otherwise modified from time to time, the “ Original Loan Agreement ”), Initial Lender made a loan to Original Borrower in the amount of Five Hundred Million and No/100ths Dollars ($500,000,000.00) (the “ Loan ”), which Loan is evidenced by the Original Loan Agreement and the other Loan Documents;

WHEREAS , Guarantor is the owner of an indirect interest in Borrower and directly benefits from the Loan, and has entered into that certain Guaranty Agreement, dated as of December 20, 2016, in favor of Agent, for the benefit of Lender;

WHEREAS , following the Closing Date, Column assigned a portion of its interest in the Loan to Starwood and Wells, and subsequently, each of Column, Starwood and Wells constitute Co-Lenders under the terms of the Loan Agreement and the Co-Lender Agreement;

WHEREAS , Borrower has requested that Agent and Lender agree to amend the Extended Maturity Date and the terms and conditions of the Extension Option and certain related provisions, and in order to effectuate such request, the parties hereto now desire to amend the Original Loan Agreement (the Original Loan Agreement, as amended by this Amendment, and as the same may be further amended, replaced, restated, supplemented or otherwise modified from time to time, the “ Loan Agreement ”) and certain other Loan Documents, each as more specifically set forth herein.

NOW, THEREFORE , in consideration of the agreements set forth in this Amendment and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows.

A G R E M E N T:

Section I. Modification to Original Loan Agreement .

(i)	Section 1.1 of the Original Loan Agreement is hereby amended to replace the definition of “Extended Maturity Date” in its entirety to read as follows:

““ Extended Maturity Date ” shall mean September 20, 2018.”

(ii)	Section 1.1 of the Original Loan Agreement is hereby amended to replace the definition of “Release Amount” in its entirety to read as follows:

““ Release Amount ” shall mean, in connection with a release pursuant to Section 2.5.2 hereof of any Individual Property, the following amount: (a) prior to the date on which Mezzanine Borrower shall have prepaid the Mezzanine Loan in full pursuant to the Mezzanine Loan Documents and in accordance with Section 2.4.5 hereof, (i) if $100,000,000.00 or less has been prepaid pursuant to Section 2.5.2 of this Agreement, then one hundred percent (100%) of the Allocated Loan Amount of each such Individual Property(ies) being released, or (ii) if more than $100,000,000.00 has been prepaid pursuant to Section 2.5.2 of this Agreement, then one hundred ten percent (110%) of the Allocated Loan Amount of each such Individual Property being released thereafter and (b) following the date on which Mezzanine Borrower shall have prepaid the Mezzanine Loan in full pursuant to the Mezzanine Loan Documents and in accordance with Section 2.4.5 hereof, one hundred percent (100%) of the Allocated Loan Amount of each such Individual Property(ies) being released.”

(iii)

Section 1.1 of the Original Loan Agreement is hereby amended to replace the definition of “Spread” in its entirety to read as follows:

““ Spread ” shall mean, with respect to each Note, (a) during the initial term of the Loan, the amounts set forth on Schedule XV attached hereto and (b) during the Extension Term, the amounts set forth on Schedule XVI attached hereto, or as each of the same may be reallocated pursuant to Section 9.1.1(c) hereof.”

- 2 -

(iv)	Section 2.2.8 of the Original Loan Agreement is hereby amended by adding the following clause (g):

“(g) Notwithstanding anything to the contrary in this Section 2.2.8 , in the event Borrower exercises the Extension Option, Borrower shall (i) obtain and deliver to Lender on or prior to March 20, 2018, one or more Replacement Interest Rate Cap Agreements from an Acceptable Counterparty which shall have a maturity date not earlier than the Extended Maturity Date, shall have a LIBOR strike price equal to the Strike Price, shall be effective commencing on or prior to March 20, 2018 and shall otherwise comply with the terms and requirements of this Section 2.2.8 and (ii) deliver an assignment of interest rate cap agreement with respect to such Replacement Interest Rate Cap Agreement in form and substance substantially similar to the Assignment of Interest Rate Cap Agreement delivered on the Closing Date, together with legal opinions of counsel to the counterparty and Borrower as reasonably required by Lender; provided , however , that upon written request from Borrower to Lender given at least twenty (20) days, but no more than thirty (30) days, prior to March 20, 2018, Lender shall consider in its reasonable discretion acting in good faith, waiving or modifying the requirements of this Section 2.2.8(g) ; provided, further, that Lender shall be under no obligation to agree to any such waiver or modification request of Borrower.”

(v)	Section 2.4 of the Original Loan Agreement is hereby amended by adding the following paragraph 2.4.5:

“2.4.5 Prepayment Upon Exercise of Extension Option . Notwithstanding anything to the contrary in this Section 2.4 , on the Initial Maturity Date and concurrently with the commencement of the Extension Term pursuant to Section 2.8 hereof, Mezzanine Borrower shall be permitted to prepay the Mezzanine Loan in full, but not in part, without any requirement of Borrower to make a corresponding pro-rata prepayment of the Loan, and without the application of such prepayment pro rata between the Loan and the Mezzanine Loan. Any voluntary prepayment before such date shall otherwise be subject to the terms and conditions of this Section 2.4 .”

(vi)	Section 2.8 of the Original Loan Agreement is hereby amended and restated in its entirety to read as follows:

“Section 2.8 Extension of the Initial Maturity Date . Borrower shall have the option to extend the Initial Maturity Date of the Loan for one nine (9) month term (the “Extension Option” and such term, the “Extension Term”) to the Extended Maturity Date, upon satisfaction of the following terms and conditions:

(a) no Event of Default shall have occurred and be continuing at the time the Extension Option is exercised and at the time that the extension occurs;

(b) Borrower shall provide Lender with written revocable notice of its election to extend the Maturity Date as aforesaid not later than five (5) days prior to the date the Loan is then scheduled to mature, provided that if Borrower shall subsequently revoke such notice, Borrower shall be responsible for Lender’s reasonable out-of-pocket costs and expenses incurred in connection with same;

- 3 -

(c) prior to or simultaneously with the consummation of the Extension Option, Borrower shall pay to Lender an extension fee equal to 0.25% of the then outstanding principal balance of the Loan, which extension fee shall be deemed earned by Lender and non-refundable upon receipt;

(d) Borrower shall pay all of Lender’s reasonable out-of-pocket costs and expenses actually incurred in connection with processing and documenting the Extension Option (including, without limitation, Lender’s reasonable legal fees), regardless of whether the Extension Option is successfully exercised or not; and

(e) Mezzanine Borrower shall have paid to Mezzanine Lender on the Initial Maturity Date the outstanding balance of the Mezzanine Loan, all accrued and unpaid interest and all other amounts due under the Mezzanine Loan Documents, in accordance with Section 2.4.5 hereof and the terms and conditions of Mezzanine Loan Agreement, and Borrower shall have provided evidence of the same to Lender pursuant to an Officer’s Certificate.”

(vii)

A new schedule entitled “Schedule XVI – Notes (Extension Term)” shall be added to the Loan Agreement, as such schedule is set forth on Exhibit A attached hereto.

Section II. Amendment to Other Loan Documents . Each of the Loan Documents (other than the Loan Agreement) is hereby amended such that each reference to the Loan Agreement shall mean the Original Loan Agreement, as modified pursuant to the terms of this Amendment, as the same may be further amended, replaced, restated, supplemented or otherwise modified from time to time.

Section III. Representations & Warranties . Borrower, Operating Lessee and Guarantor each hereby (i) certifies that each of the representations and warranties of Borrower, Operating Lessee and Guarantor, respectively, in the Loan Documents is true, complete and correct in all material respects as of the date hereof, (ii) warrants and represents that there are no defenses, offsets or counterclaims with respect to its obligations under the Loan Documents to which it is a party, respectively, and (iii) waives all offsets, defenses and claims it may have against Lender or Agent that accrued on or before the date hereof.

Section IV. WWP Fund . Borrower hereby represents that Borrower has withdrawn the WWP Fund in its entirety and has no remaining rights in connection therewith.

Section V. No Waiver . The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of Lender under the Loan Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of the Loan Agreement or any of the other Loan Documents by any of the parties hereto.

Section VI. No Presumption Against Party Drafting Amendment . Should any provision of this Amendment require judicial interpretation, it is agreed that a court interpreting or construing the same shall not apply a presumption that the terms hereof shall be more strictly construed against any party by reason of the rule of construction that a document is

- 4 -

to be construed more strictly against the party who itself or through its agent prepared or drafted the same, it being agreed that all parties to this Amendment participated in the preparation hereof.

Section VII. Fees & Expenses . On the date hereof, Borrower shall pay or cause to be paid, all fees and expenses of Agent and Lender incurred in connection with this Amendment, including, without limitation, any and all reasonable legal fees and expenses.

Section VIII. Successors and Assigns . This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

Section IX. Ratification . Borrower, Operating Lessee, Guarantor, Agent and Lender hereby ratify and confirm the Loan Agreement and other Loan Documents, as modified hereby. Except as modified and amended by this Amendment, the Loan, the Loan Agreement and the other Loan Documents and the respective obligations of Borrower, Operating Lessee, Guarantor, Agent and Lender thereunder shall be and remain unmodified and in full force and effect.

Section X. No Further Modification . No further modification, amendment, extension, discharge, termination or waiver hereof shall be effective unless the same shall be in a writing signed by the party against whom enforcement is sought, and then such waiver or consent shall be effective only in the specific instance, and for the purpose, for which given.

Section XI. Governing Law . This Amendment shall be construed and enforced in accordance with the laws of the State of New York (without regard to principles of conflicts of laws). If any provision hereof is not enforceable, the remaining provisions of this Amendment shall be enforced in accordance with their terms.

Section XII. Counterparts . This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

Section XIII. Entire Agreement . This Amendment constitutes the entire agreement between Borrower, Operating Lessee, Guarantor, Agent and Lender with respect to subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

Section XIV. Incorporation of Recitals . The recitals hereto are hereby incorporated into this Amendment as if fully set forth herein.

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

- 5 -

IN WITNESS WHEREOF , the parties hereto have caused this Amendment to be duly executed by their duly authorized representatives, all as of the day and year first above written.


AGENT :

COLUMN FINANCIAL, INC.,
a Delaware corporation

By:		/s/ N. Dante LaRocca
		Name: N. Dante LaRocca
		Title: Authorized Signatory

LENDER :

COLUMN FINANCIAL, INC.,

a Delaware corporation


By:		/s/ N. Dante LaRocca
		Name: N. Dante LaRocca
		Title: Authorized Signatory

STARWOOD PROPERTY MORTGAGE SUB-17, L.L.C.


By:		/s/ Michael Rappaport
		Name: Michael Rappaport
		Title: Authorized Signatory

WELLS FARGO BANK, NATIONAL ASSOCIATION, SOLELY IN ITS CAPACITY AS TRUSTEE IN TRUST FOR THE BENEFIT OF HOLDERS OF CSMC TRUST 2016-NYRT, COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, SERIES 2016-NYRT


By:		/s/ Stephanie Atwell
		Name: Stephanie Atwell
		Title: Vice president


BORROWER :

ARC NY333W3401, LLC , a Delaware limited liability company

By:	ARC NY333W3401 Mezz, LLC, a Delaware limited liability company

	By:	New York Recovery Operating Partnership, L.P., a Delaware limited partnership

		By:	New York REIT, Inc., a Maryland corporation

			By:	/s/ Wendy Silverstein
				Name: Wendy Silverstein
				Title: CEO

ARC NY350BL001, LLC , a Delaware limited liability company

By:	ARC NY350BL001 Mezz, LLC, a Delaware limited liability company

	By:	New York Recovery Operating Partnership, L.P., a Delaware limited partnership

		By:	New York REIT, Inc., a Maryland corporation

			By:	/s/ Wendy Silverstein
				Name: Wendy Silverstein
				Title: CEO

ARC NYBLKST002, LLC , a Delaware limited

liability company


By:	ARC NYBLKST002 Mezz, LLC, a Delaware limited liability company

	By:	New York Recovery Operating Partnership, L.P., a Delaware limited partnership

		By:	New York REIT, Inc., a Maryland corporation

			By:	/s/ Wendy Silverstein
				Name: Wendy Silverstein
				Title: CEO

ARC NYCTGRG001, LLC , a Delaware

limited liability company


By:	ARC NYCTGRG001 Mezz, LLC, a Delaware limited liability company

	By:	New York Recovery Operating Partnership, L.P., a Delaware limited partnership

		By:	New York REIT, Inc., a Maryland corporation

			By:	/s/ Wendy Silverstein
				Name: Wendy Silverstein
				Title: CEO


ARC NYWSHST001, LLC , a Delaware limited liability company

	By:	ARC NYWSHST001 Mezz, LLC, a Delaware limited liability company

		By:	New York Recovery Operating Partnership, L.P., a Delaware limited partnership

			By:	New York REIT, Inc., a Maryland corporation

				By:	/s/ Wendy Silverstein
					Name: Wendy Silverstein
					Title: CEO



ARC NYGRNAV001, LLC , a Delaware limited liability company

	By:	ARC NYGRNAV001 Mezz, LLC, a Delaware limited liability company

		By:	New York Recovery Operating Partnership, L.P., a Delaware limited partnership

			By:	New York REIT, Inc., a Maryland corporation

				By:	/s/ Wendy Silverstein
					Name: Wendy Silverstein
					Title: CEO

ARC NYW42ST001, LLC , a Delaware limited liability company

By:

ARC NYW42ST001 Mezz, LLC, a Delaware limited liability company

By:

New York Recovery Operating Partnership, L.P., a Delaware limited partnership

By:

New York REIT, Inc., a Maryland corporation

By:

/s/ Wendy Silverstein

Name: Wendy Silverstein

Title: CEO

ARC NY120W5701, LLC , a Delaware limited liability company

By:

ARC NY120W5701 Mezz, LLC, a Delaware limited liability company

By:

New York Recovery Operating Partnership, L.P., a Delaware limited partnership

By:

New York REIT, Inc., a Maryland corporation

By:

/s/ Wendy Silverstein

Name: Wendy Silverstein

Title: CEO

ACKNOWLEDGED AND AGREED TO:

OPERATING LESSEE :

ARC NY120W5701 TRS, LLC , a Delaware limited

liability company


By:		/s/ Wendy Silverstein
		Name: Wendy Silverstein
		Title: CEO


ACKNOWLEDGED AND AGREED TO:

GUARANTOR :

NEW YORK REIT, INC. , a Maryland corporation



By:		/s/ Wendy Silverstein
		Name: Wendy Silverstein
		Title: CEO

Notwithstanding the terms and conditions of that certain Intercreditor Agreement, dated as of December 20, 2016, originally by and between Column Financial, Inc., as Senior Agent, and Column Financial, Inc., as Junior Agent, including Section 8(a) thereof, each of the undersigned hereby acknowledges and accepts this Amendment and the terms hereof.

JUNIOR LENDER :

COLUMN FINANCIAL, INC.,

a Delaware corporation



By:		/s/ N. Dante LaRocca
		Name: N. Dante LaRocca
		Title: Authorized Signatory

STARWOOD PROPERTY MORTGAGE SUB-17,

L.L.C.


By:		/s/ Micheal Rappaport
		Name: Micheal Rappaport
		Title: Authorized Signatory

WELLS FARGO BANK, NATIONAL ASSOCIATION, NOT IN ITS INDIVIUAL CAPACITY, BUT SOLELY AS MEZZANINE TRUSTEE FOR THE BENEFIT OF CERTIFICATEHOLDERS OF CSMC TRUST 2016-NYRT MZ, COMMERCIAL MEZZANINE PASS THROUGH CERTIFICATES, SERIES 2016-NYRT MZ


By:		/s/ Stephanie Atwell
		Name: Stephanie Atwell
		Title: Vice president

SCHEDULE I

(Borrower)

ARC NY333W3401, LLC, a Delaware limited liability company

ARC NY350BL001, LLC, a Delaware limited liability company

ARC NYBLKST002, LLC, a Delaware limited liability company

ARC NYCTGRG001, LLC, a Delaware limited liability company

ARC NYWSHST001, LLC, a Delaware limited liability company

ARC NYGRNAV001, LLC, a Delaware limited liability company

ARC NYW42ST001, LLC, a Delaware limited liability company

ARC NY120W5701, LLC, a Delaware limited liability company

SCHEDULE II

(Original Borrower)

ARC NY22936001, LLC, a Delaware limited liability company

ARC NY21618001, LLC, a Delaware limited liability company

ARC NY333W3401, LLC, a Delaware limited liability company

ARC NY350BL001, LLC, a Delaware limited liability company

ARC NYBLKST002, LLC, a Delaware limited liability company

ARC NYCTGRG001, LLC, a Delaware limited liability company

ARC NYWSHST001, LLC, a Delaware limited liability company

ARC NYGRNAV001, LLC, a Delaware limited liability company

ARC NYW42ST001, LLC, a Delaware limited liability company

ARC NY120W5701, LLC, a Delaware limited liability company

ARC NY24549W17, LLC, a Delaware limited liability company

50 Varick LLC, a New York limited liability company

EXHIBIT A

(Schedule XVI)

See attached.

SCHEDULE XVI

(Notes (Extension Term))

See attached.

Exhibit 10.63

COLUMN FINANCIAL, INC.

11 Madison Avenue

New York, New York 10010

December 6, 2017

The Entities Listed on Schedule I Attached Hereto

ARC NY120W5701 TRS Mezz, LLC

c/o New York REIT, Inc.

7 Bulfinch Place, Suite 500

Boston, MA 02114

New York REIT, Inc.

7 Bulfinch Place, Suite 500

Boston, MA 02114

Re:

New York REIT Portfolio

Ladies & Gentlemen:

The entities listed on Schedule I attached hereto (individually and/or collectively, “ Borrower ”) are indebted to Lender (defined below) with respect to a mezzanine loan (the “ Loan ”) in the original principal amount of $260,000,000.00 made pursuant to that certain Mezzanine Loan Agreement (the “ Loan Agreement ”) dated as of December 20, 2016, originally by and among Borrower and certain other borrower parties, Column Financial, Inc. (together with its successors and/or assigns, “ Initial Lender ”), the lenders party thereto from time to time, including the undersigned lenders (together with Initial Lender and their respective successors and/or assigns, individually and/or collectively, “ Lender ”), and Column Financial Inc., as agent for Lender (in such capacity, together with its successors and/or assigns, “ Agent ”), and acknowledged and agreed to by ARC NY120W5701 TRS Mezz, LLC (“ Equity Owner ”). Capitalized terms used but not defined herein shall have the respective meaning set forth in the Loan Agreement.

New York REIT, Inc. (“ Guarantor ”) is the owner of an indirect interest in Borrower and directly benefits from the Loan, and has entered into that certain Mezzanine Guaranty Agreement, dated as of December 20, 2016, in favor of Agent, for the benefit of Lender.

Concurrently herewith, Mortgage Borrower, Mortgage Lender, Mortgage Agent, Guarantor and Operating Lessee are entering into that certain First Amendment to Loan Agreement and Other Loan Documents (the “ Mortgage Loan Amendment ”), pursuant to which the Extended Maturity Date (as defined in the Mortgage Loan Agreement) and the terms and conditions of the Extension Option (as defined in the Mortgage Loan Agreement) and Extension Term (as defined in the Mortgage Loan Agreement, and hereinafter the “ Mortgage Loan Extension Term ”) are being amended and restated.

In connection with the Mortgage Loan Amendment and the terms thereof, Borrower, Equity Owner and Guarantor each hereby acknowledges and agrees with Agent as follows:

A.	Prepayment Upon Commencement of Mortgage Loan Extension Term

(a)

Notwithstanding anything to the contrary in Section 2.4 of the Loan Agreement, on the Initial Maturity Date and concurrently with the commencement of the Mortgage Loan Extension Term pursuant to Section 2.8 of the Mortgage Loan Agreement (as amended by the Mortgage Loan Amendment), Borrower shall be permitted to prepay the Loan in full, but not in part, without any requirement of Mortgage Borrower to make a corresponding pro-rata prepayment of the Mortgage Loan, and without the application of such prepayment pro rata between the Loan and the Mortgage Loan. Any voluntary prepayment of the Loan before such date shall otherwise be subject to the terms and conditions of Section 2.4 of the Loan Agreement.

B.	Miscellaneous

(a) Borrower, Equity Owner and Guarantor each hereby certifies that each of the representations and warranties of Borrower, Equity Owner and Guarantor, respectively, in the Loan Documents is true, complete and correct in all material respects of the date hereof.

(b) Borrower hereby represents that Mortgage Borrower has withdrawn the WWP Fund in its entirety and neither Borrower nor Mortgage Borrower has any remaining rights in connection therewith.

(c) Borrower, Equity Owner and Guarantor each hereby reaffirms the Loan Documents to which it is a party and its obligations thereunder, respectively, and acknowledges that this reaffirmation is for the benefit of Agent and Lender.

(d) Borrower, Equity Owner and Guarantor each hereby (i) warrants and represents that there are no defenses, offsets or counterclaims with respect to its obligations under the Loan Documents to which it is a party, respectively, and (ii) waives all offsets, defenses and claims it may have against Lender or Agent that accrued on or before the date hereof.

(e) The execution, delivery and effectiveness of this Letter Agreement shall not, except to the extent expressly provided herein, operate as a waiver of any right, power or remedy of any of Agent or Lender under the Loan Agreement or any of the other Loan Documents, nor constitute a waiver of any provision of the Loan Agreement or any of the other Loan Documents by Agent or Lender.

(f) On the date hereof, Borrower shall pay or cause to be paid, all fees and expenses of Agent and Lender incurred in connection with this Letter Agreement including, without limitation, any and all reasonable legal fees.

(g) Except as expressly modified pursuant to this Letter Agreement, all of the terms, covenants and provisions of the Loan Agreement and the other Loan Documents shall continue in full force and effect.

(h) This Letter Agreement may not be amended or any provision hereof waived or modified except by an agreement in writing signed by each of the parties hereto. This Letter Agreement shall be binding upon and inure to the benefit of Agent and Lender and their respective successors and permitted assigns.

(i) The parties hereby waive any right to trial by jury in any action, claim, suit or proceeding in connection herewith. This Letter Agreement will be governed by and construed in accordance with the laws of the State of New York. All notices or other communications hereunder shall be in writing and shall be given in accordance with the Loan Agreement. If any term, covenant or condition of this Letter Agreement is held to be invalid, illegal or unenforceable in any respect, this Letter Agreement shall be construed without such provision.

(j) This Letter Agreement may be executed in any number of duplicate originals and each duplicate original shall be deemed to be an original. The failure of any party hereto to execute this Letter Agreement, or any counterpart hereof, shall not relieve the other signatories from their obligations hereunder.

(k) The provisions of Section 9.4 of the Loan Agreement are hereby incorporated by reference into this Letter Agreement to the same extent and with the same force as if fully set forth herein.

(l) None of Borrower, Equity Owner or Guarantor shall transfer or assign, directly or indirectly, any of their respective rights under this Letter Agreement to any other person or entity, without in each case obtaining the prior written consent of Lender in each instance, which consent may be granted or withheld by Lender in its sole discretion.

* * * *


Very truly yours,

AGENT :

COLUMN FINANCIAL, INC. ,
a Delaware corporation

By:		/s/ N. Dante LaRocca
		Name: N. Dante LaRocca
		Title: Authorized Signatory

cc:

Starwood Property Mortgage Sub-17, L.L.C.

c/o Starwood Property Trust, Inc.

591 West Putnam Avenue

Greenwich, CT 06830

Attention: General Counsel

Email: asossen@starwood.com

Wells Fargo Bank, N.A.

9062 Old Annapolis Road

Columbia, MD 21045

Attention: Corporate Trust Services - CMBS – CSMC 2016-NYRT MZ

Telephone: 410-884-2000

Facsimile: 410-715-2380

Email: trustadministrationgroup@wellsfargo.com and

cts.cmbs.bond.admin@wellsfargo.com


ACKNOWLEDGED AND AGREED TO:

BORROWER :

ARC NY333W3401 MEZZ, LLC , a Delaware limited liability company



By:						New York Recovery Operating Partnership, L.P., a Delaware limited partnership



				By:				New York REIT, Inc., a Maryland corporation



	By:	/s/ Wendy Silverstein
		Name: Wendy Silverstein
		Title: CEO

ARC NY350BL001 MEZZ, LLC , a Delaware limited liability company



By						New York Recovery Operating Partnership, L.P., a Delaware limited partnership



				By:				New York REIT, Inc., a Maryland corporation



						By:		/s/ Wendy Silverstein
								Name: Wendy Silverstein
								Title: CEO

[Signature Page to Side Letter]

ARC NYBLKST002 MEZZ, LLC , a Delaware

limited liability company



By:						New York Recovery Operating Partnership, L.P., a Delaware limited partnership



				By:				New York REIT, Inc., a Maryland corporation



	By:	/s/ Wendy Silverstein
		Name: Wendy Silverstein
		Title: CEO

ARC NYCTGRG00l MEZZ, LLC , a Delaware limited liability company

By:

New York Recovery Operating Partnership, L.P., a Delaware limited partnership

By:

New York REIT, Inc., a Maryland corporation

By:

/s/ Wendy Silverstein

Name: Wendy Silverstein

Title: CEO

ARC NYWSHST00l MEZZ, LLC , a Delaware

limited liability company

By:

New York Recovery Operating Partnership, L.P., a Delaware limited partnership

By:

New York REIT, Inc., a Maryland corporation

By:

/s/ Wendy Silverstein

Name: Wendy Silverstein

Title: CEO

ARC NYGRNAV00l MEZZ, LLC , a Delaware

limited liability company



By:						New York Recovery Operating Partnership, L.P., a Delaware limited partnership



				By:				New York REIT, Inc., a Maryland corporation



	By:	/s/ Wendy Silverstein
		Name: Wendy Silverstein
		Title: CEO

ARC NYW42ST001 MEZZ, LLC , a Delaware limited liability company

By:

New York Recovery Operating Partnership, L.P., a Delaware limited partnership

By:

New York REIT, Inc., a Maryland corporation

By:

/s/ Wendy Silverstein

Name: Wendy Silverstein

Title: CEO

ARC NY120W5701 MEZZ, LLC , a Delaware

limited liability company

By:

New York Recovery Operating Partnership, L.P., a Delaware limited partnership

By:

New York REIT, Inc., a Maryland corporation

By:

/s/ Wendy Silverstein

Name: Wendy Silverstein

Title: CEO


ACKNOWLEDGED AND AGREED TO:

EQUITY OWNER :

ARC NY120W5701 TRS MEZZ, LLC , a Delaware limited liability company

By:		/s/ Wendy Silverstein
		Name: Wendy Silverstein
		Title: CEO


ACKNOWLEDGED AND AGREED TO:

GUARANTOR :

NEW YORK REIT, INC. , a Maryland corporation



By:		/s/ Wendy Silverstein
		Name: Wendy Silverstein
		Title: CEO

[Signature Page to Side Letter]


ACKNOWLEDGED AND AGREED TO:

LENDER :

STARWOOD PROPERTY MORTGAGE SUB-17, L.L.C.

By:		/s/ Michael Rappaport
		Name: Michael Rappaport
		Title: Authorized Signatory

[Signature Page to Side Letter]


ACKNOWLEDGED AND AGREED TO:

LENDER :

WELLS FARGO BANK, NATIONAL ASSOCIATION, NOT IN ITS INDIVIDUAL CAPACITY, BUT SOLELY AS MEZZANINE TRUSTEE FOR THE BENEFIT OF THE CERTIFICATEHOLDERS OF CSMC TRUST 2016-NYRT MZ, COMMERCIAL MEZZANINE PASS-THROUGH CERTIFICATES, SERIES 2016-NYRT MZ



By:		/s/ Stephanie Atwell
		Name: Stephanie Atwell
		Title: Vice President

[Signature Page to Side Letter]


ACKNOWLEDGED AND AGREED TO:

LENDER :

COLUMN FINANCIAL, INC. ,
a Delaware corporation

By:		/s/ N. Dante LaRocca
		Name: N. Dante LaRocca
		Title: Authorized Signatory

[Signature Page to Side Letter]


ACKNOWLEDGED AND AGREED TO:

MORTGAGE LENDER :

STARWOOD PROPERTY MORTGAGE SUB-17, L.L.C.



By:		/s/ Michael Rappaport
		Name: Michael Rappaport
		Title: Authorized Signatory

[Signature Page to Side Letter]

ACKNOWLEDGED AND AGREED TO:

MORTGAGE LENDER :

WELLS FARGO BANK, NATIONAL ASSOCIATION, SOLELY IN ITS CAPACITY AS TRUSTEE IN TRUST FOR THE BENEFIT OF HOLDERS OF CSMC TRUST 2016-NYRT, COMMERCIAL MORTGAGE PASS THROUGH CERTIFICATES, SERIES 2016-NYRT


By:		/s/ Stephanie Atwell
		Name: Stephanie Atwell
		Title: Vice President

[Signature Page to Side Letter]


ACKNOWLEDGED AND AGREED TO:

MORTGAGE LENDER :

COLUMN FINANCIAL, INC. ,
a Delaware corporation

By:		/s/ N. Dante LaRocca
		Name: N. Dante LaRocca
		Title: Authorized Signatory

[Signature Page to Side Letter]

SCHEDULE I

(Borrower)

ARC NY333W3401 Mezz, LLC, a Delaware limited liability company

ARC NY350BL001 Mezz, LLC, a Delaware limited liability company

ARC NYBLKST002 Mezz, LLC, a Delaware limited liability company

ARC NYCTGRG001 Mezz, LLC, a Delaware limited liability company

ARC NYWSHST001 Mezz, LLC, a Delaware limited liability company

ARC NYGRNAV001 Mezz, LLC, a Delaware limited liability company

ARC NYW42ST001 Mezz, LLC, a Delaware limited liability company

ARC NY120W5701 Mezz, LLC, a Delaware limited liability company

Exhibit 10.65

THIRD AMENDED AND RESTATED

LIMITED LIABILITY COMPANY AGREEMENT

WWP HOLDINGS, LLC

A Delaware Limited Liability Company

Dated as of October 18, 2017

THE LIMITED LIABILITY COMPANY INTERESTS CREATED BY THIS LIMITED LIABILITY COMPANY AGREEMENT HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY OTHER APPLICABLE SECURITIES LAWS, AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT AND SUCH OTHER APPLICABLE SECURITIES LAWS PURSUANT TO EFFECTIVE REGISTRATION OR AN EXEMPTION THEREFROM. IN ADDITION, SUCH INTERESTS MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED, IN WHOLE OR IN PART, EXCEPT AS PROVIDED IN ARTICLE 11 OF THIS AGREEMENT. ACCORDINGLY, THE HOLDERS OF SUCH INTERESTS SHOULD BE AWARE THAT THEY MAY BE REQUIRED TO BEAR THE RISKS OF THEIR RESPECTIVE INVESTMENTS IN SUCH INTERESTS FOR AN INDEFINITE PERIOD OF TIME.

TABLE OF CONTENTS


		Page
ARTICLE 1 DEFINITIONS			2

1.1	Definitions		2

1.2	Terms Generally		28

ARTICLE 2 ORGANIZATION			29

2.1	Formation and Continuation		29

2.2	The Name		29

2.3	Registered Office; Registered Agent; Principal Office; Other Offices		29

2.4	Purposes		29

2.5	Powers of the Company		30

2.6	Term		30

2.7	No State-Law Company		30

ARTICLE 3 MEMBERSHIP INTERESTS			30

3.1	Members		30

3.2	Additional Membership Interests		31

ARTICLE 4 ADMINISTRATIVE MEMBER; BOARD OF MANAGERS; MAJOR DECISIONS			31

4.1	Administrative Member		31

4.2	Board of Managers; Major Decisions		32

4.3	Reimbursement		34

4.4	Officers or Agents		34

4.5	Subsidiaries of the Company		34

ARTICLE 5 MEMBER MATTERS			35

5.1	Limitation on Member Liability; Indemnification		35

5.2	Use of Company Property		36

5.3	Key Tenant Solicitation		36

ARTICLE 6 REPORTING; ANNUAL BUSINESS PLANS AND BUDGETS; BOOKS AND RECORDS; EXPENSES AND OTHER MATTERS			37

6.1	Reporting		37

6.2	Annual Business Plans; Annual Budgets; Arbitration		39

6.3	Books of Account		40



6.4	Expenses	40

6.5	Availability of Books of Account	40

6.6	Tax Returns and Tax Elections	40

6.7	Tax Matters Representative	41

ARTICLE 7 CAPITAL CONTRIBUTIONS		43

7.1	Capital Accounts of the Members; Capital Contributions	43

7.2	No Obligation	43

7.3	Additional Capital Contributions	43

7.4	Capital of the Company	49

ARTICLE 8 CAPITAL ACCOUNTS		50

8.1	Establishment and Determination of Capital Accounts	50

8.2	Negative Capital Accounts	50

ARTICLE 9 DISTRIBUTIONS		50

9.1	Distribution Generally	50

9.2	Quarterly Distribution	51

9.3	Capital Proceeds Distributions	52

9.4	Amounts and Priority of Distributions	53

9.5	Limitation Upon Distributions	53

9.6	Withholding	53

9.7	Accounting Principles	53

ARTICLE 10 ALLOCATIONS		54

10.1	Allocations of Net Income and Net Loss Generally	54

10.2	Regulatory Allocations	54

10.3	Tax Allocations; Code Section 704(c)	55

ARTICLE 11 TRANSFER OF MEMBERSHIP INTERESTS		56

11.1	Transfers of a Member’s Membership Interest	56

11.2	Right of First Offer	59

11.3	Tag Along Rights	62

11.4	Forced Sale	63

11.5	Consummation of Transactions	67

11.6	Comfort Member Put Option	75

11.7	Assignment Binding on Company	78



11.8	Substituted Members	78

11.9	Conditions Applicable to All Transfers	79

11.10	Transfer Taxes	80

11.11	Representations and Warranties	81

11.12	Acceptance of Prior Acts	81

ARTICLE 12 DISSOLUTION OF THE COMPANY AND WINDING UP		82

12.1	Dissolution	82

12.2	Winding Up	82

12.3	Distributions	83

ARTICLE 13 REPRESENTATIONS AND WARRANTIES		83

13.1	Representations and Warranties	83

ARTICLE 14 AMENDMENTS		85

14.1	Amendments	85

14.2	Execution by Substituted Members	86

ARTICLE 15 MISCELLANEOUS		86

15.1	REIT Compliance	86

15.2	Further Assurances	87

15.3	Notices	87

15.4	Conflicts of Interest; Transactions with Affiliates	89

15.5	[Intentionally Omitted]	90

15.6	Headings and Captions	90

15.7	Counterparts	90

15.8	Governing Law	90

15.9	Consent to Jurisdiction	90

15.10	Partition	90

15.11	Validity	90

15.12	Successors and Assigns	91

15.13	Entire Agreement	91

15.14	Waivers	91

15.15	No Third-Party Beneficiaries	91

15.16	Remedies Not Exclusive	91

15.17	Arbitration	91

iii



15.18	Survival	92

15.19	Waiver of Jury Trial	92

15.20	Recovery of Certain Fees	92

15.21	Action by Investor Member	92

15.22	Existing LLC Agreement	93

THIS THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of WWP HOLDINGS, LLC, a Delaware limited liability company (the “ Company ”), dated as of October 18, 2017 (the “ Effective Date ”), by and between ARC NYWWPJV001, LLC, a Delaware limited liability company (the “ Owner Member ”), having an office at 7 Bulfinch Place, Suite 500, Boston, Massachusetts 02114, as member, WWP JV LLC, a Delaware limited liability company (the “ Investor Member ”), having an office at c/o RXR Realty LLC, 625 RXR Plaza, Uniondale, New York 11556, as member, and WWP Sponsor, LLC, a Delaware limited liability company (the “ Comfort Member ”), having an office at c/o George Comfort & Sons, Inc., 200 Madison Avenue, New York, New York 10016, as member. The Owner Member, the Comfort Member, and the Investor Member are herein collectively referred to as the “ Members .” The Owner Member and the Investor Member are herein collectively referred to as the “ Participating Members .” Any reference in this Agreement to a Member shall include such Member’s successors and assigns to the extent such successors and assigns have become Substituted Members (as defined in Article 1) in accordance with the provisions of this Agreement. Any reference in this Agreement to the Administrative Member (as defined in Article 1) shall include such Administrative Member’s successors and assigns to the extent such successors and assigns have become an Administrative Member in accordance with the provisions of this Agreement.

W I T N E S S E T H:

WHEREAS, the Company was formed on June 1, 2009 upon the filing of a Certificate of Formation pursuant to the Act;

WHEREAS, the Owner Member and Comfort Member entered into that certain Second Amended and Restated Limited Liability Company Agreement, dated as of October 31, 2013 (the “ Existing LLC Agreement ”);

WHEREAS, pursuant to the terms of that certain Membership Interest Purchase Agreement, dated as of September 14, 2017 (the “ Membership Interest Purchase Agreement ”), by and between the Owner Member and the Investor Member, pursuant to which the Investor Member will acquire a 48.7 % Membership Interest in the Company, the Owner Member desires to admit the Investor Member into the Company and the Members desire to amend and restate the Existing LLC Agreement in its entirety as set forth herein;

WHEREAS, the parties desire to enter into this Agreement to set forth the terms and provisions governing the ownership and operation of the Company and the respective rights and obligations of the Members with respect thereto; and

NOW THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members hereby agree to amend and restate the Existing LLC Agreement as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions . As used in this Agreement, the following terms shall have the meanings set forth below, which meanings shall be applicable equally to the singular and plural of the terms defined:

“ 2018 Budget Year ” means the Budget Year ending on December 31, 2018.

“ 48.7% Acquisition ” means the acquisition of the Membership Interests by Investor Member pursuant to the Membership Interest Purchase Agreement.

“ Acceptance Notice ” means the ROFO Acceptance Notice or the Forced Sale Acceptance Notice, as applicable.

“ Accountants ” means the firm of independent certified public accountants selected from time to time by Board Approval to act as accountants for the Company; it being agreed that any so called “Big Four” accounting firm, Berdon LLP, Marcum LLP and Margolin, Winer & Evens LLP are each approved as an Accountant.

“ Act ” means the Delaware Limited Liability Company Act (6 Del.C. § 18-101, et seq.), or any successor statute thereto.

“ Additional Capital ” has the meaning set forth in Section 7.3(a)

“ Additional Capital Contribution ” means, with respect to any Member, a contribution or deemed contribution to the capital of the Company made by such Member after the Effective Date pursuant to Section 7.3 or otherwise.

“ Adjusted Capital Account Deficit ” means, with respect to any Member, the negative balance, if any, in such Member’s Capital Account as of the end of the relevant Fiscal Year, determined after giving effect to the following adjustments: (a) credit to such Capital Account any portion of such negative balance which such Member (i) is treated as obligated to restore to the Company pursuant to the provisions of Section 1.704-1(b)(2)(ii)(c) of the Regulations, or (ii) is deemed to be obligated to restore to the Company pursuant to the penultimate sentence of Sections 1.704-2(g)(1) and 1.704-2(i)(5) of the Regulations; and (b) debit from such Capital Account the items described in Section 1.704-1(b)(2)(ii)(d)(4), (5) and (6) of the Regulations.

“ Adjusted Forced Sale Price ” means the amount that a seller of the Forced Sale Property would receive if the same were sold for cash for a purchase price equal to the Gross Forced Sale Price, all Company Loans secured by the Forced Sale Property and any direct or indirect interest therein owned directly or indirectly by the Company were discharged, assuming that there are no assumption fees, prepayment premiums, defeasance costs and charges or similar costs and fees, and Transfer Taxes (unless Transfer Taxes are payable by the transferor as a result of the consummation of the transaction giving rise to the payment of the Adjusted Forced Sale Price), customary broker fees and other customary costs of closing were paid by the party customarily responsible for such costs.

“ Administrative Member ” means the Investor Member, until removed in accordance with Section 4.1(b) , and thereafter any other Person admitted as the Administrative Member in accordance with Section 4.1(c) , in such Person’s capacity as the Administrative Member of the Company.

“ Affected Gain ” has the meaning set forth in Section 10.3(c) .

“ Affiliate ” means, with respect to any Person, any other Person that directly or indirectly, through one or more intermediaries, controls or is controlled by or is under common control with such Persons. For purposes of this definition, the terms “controls,” “is controlled by,” or “is under common control with” shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership or voting rights, by contract or otherwise.

“ Affiliate Transaction ” means any transaction between (i) any Member, Manager or any of their Affiliates, and/or any of their members, partners or officers, and (ii) the Company and/or its Subsidiaries.

“ Agreement ” means this Third Amended and Restated Liability Company Agreement of the Company, as it may hereafter be amended, supplemented or otherwise modified from time to time.

“ ALR ” has the meaning set forth in Section 11.5(b)(i)(B) .

“ Alternative Property ” has the meaning set forth in Section 5.3(b) .

“ Amenities Holdings ” means WWP Amenities Holdings, LLC, a Delaware limited liability company.

“ Amenities Loan ” means that certain Second Amended and Restated Loan Agreement, dated as of June 11, 1997, as amended by the Modification of Second Amended and Restated Loan Agreement dated as of December 31, 2000, among Amenities Owner, BRE/Worldwide L.L.C. (predecessor in interest to Amenities Lender), as agent and second mortgage lender, BRE/Worldwide II L.L.C. (predecessor in interest to Amenities Lender), as third mortgage lender, and The Youth Renewal Fund as the fourth and fifth mortgage lender, as the same may be amended, restated, replaced, supplemented or otherwise modified from time to time after the date hereof.

“ Amenities Loan Documents ” means the documents, agreements and instruments evidencing or securing the Amenities Loan.

“ Amenities Owner ” means New York Communications Center Associates, L.P., a Delaware limited partnership.

“ Annual Budget ” means the annual operating expense and capital budget for the Company and its Subsidiaries, which shall be a part of the Annual Business Plan; it being understood that the Amenities Owner shall have a separate Annual Budget from the Company and the remaining Subsidiaries.

“ Annual Business Plan ” means the Company and its Subsidiaries’ business plan for any Budget Year, which may consist of, and which in all events shall include, the Annual Budget for such Budget Year.

“ Applicable Law ” means all applicable provisions of (i) constitutions, treaties, statutes, laws (including the common law), rules, regulations, decrees, ordinances, codes, proclamations, declarations or orders of any Governmental Entity, (ii) any consents or approvals of any Governmental Authority and (iii) any orders, decisions, advisory or interpretative opinions, injunctions, judgments, awards, decrees of or agreements with any Governmental Authority.

“ Applicable Party ” has the meaning set forth in Section 5.3(b) .

“ Approved Annual Budget ” means the Annual Budget in the form that has received Board Approval, whether included as part of an Approved Annual Business Plan or otherwise. The Initial Budget shall be deemed to constitute an Approved Annual Budget.

“ Approved Annual Business Plan ” means an Annual Business Plan that, in its entirety, has received Board Approval. An Approved Annual Budget shall be deemed to constitute an Approved Annual Business Plan with respect to the corresponding Budget Year unless a separate Annual Business Plan receives Board Approval.

“ Assignee ” means any Person to whom any Membership Interest in the Company has been transferred in a Transfer expressly permitted hereunder and who has not been admitted as a Substituted Member.

“ Assignment and Assumption of Amenities Owner’s Equity Interests ” has the meaning set forth in Section 10.5(b)(ii)(A) .

“ Assignment and Assumption of Contracts ” has the meaning set forth in Section 10.5(b)(i)(E) .

“ Bankruptcy ” means, with respect to the affected party, (i) the entry of an order for relief under the Bankruptcy Code, (ii) the admission by such party of its inability to pay its debts as they mature, (iii) the making by it of an assignment for the benefit of creditors, (iv) the filing by it of a petition in bankruptcy or a petition for relief under the Bankruptcy Code or any other applicable federal or state bankruptcy or insolvency statute or any similar law, (v) the application by such party for the appointment of a receiver for the assets of such party, (vi) the filing of an involuntary petition seeking liquidation, reorganization, arrangement or readjustment of its debts or any other similar relief under the Bankruptcy Code or any other federal or state insolvency law or (vii) the imposition of a judicial or statutory lien on all or a substantial part of its assets. With respect to a Member, the foregoing definition of “ Bankruptcy ” is intended to replace and shall supersede and replace the definition of “ Bankruptcy ” set forth in Sections 18-101(1) and 18-304 of the Act.

“ Bankruptcy Code ” means Title 11 of the United States Code.

“ Bid Interest Purchase Price ” means the aggregate distributions that the Owner Member would be entitled to receive in accordance with the provisions of Article 12 under this Agreement if the Forced Sale Property was sold for cash for a purchase price equal to the Bid

Price, all Company Loans secured by the Forced Sale Property and any direct or indirect interest therein owned directly or indirectly by the Company were discharged, assuming that there are no assumption fees, prepayment premiums, defeasance costs and charges or similar costs and fees, all other liabilities secured by the Forced Sale Property and any direct or indirect interest therein and all liabilities of the Owner Member were discharged (including any Make-Up Loans), all Special Liabilities were discharged, and Transfer Taxes (unless Transfer Taxes are payable by the transferor as a result of the consummation of the transaction giving rise to the payment of the Bid Interest Purchase Price), customary broker fees and other customary costs of closing were paid by the party customarily responsible for such costs, and the Company was liquidated and all assets of the Company were distributed in accordance with the provisions of Article 12 .

“ Bid Price ” has the meaning set forth in Section 11.4(d) .

“ Bid Purchase Price ” means the amount that a seller of the Forced Sale Property would receive if the same were sold for cash for a purchase price equal to the Bid Price, all Company Loans secured by the Forced Sale Property and any direct or indirect interest therein owned directly or indirectly by the Company were discharged, assuming that there are no assumption fees, prepayment premiums, defeasance costs charges or similar costs and fees, and Transfer Taxes (unless Transfer Taxes are payable by the transferor as a result of the consummation of the transaction giving rise to the payment of the Bid Purchase Price), customary broker fees and other customary costs of closing were paid by the party customarily responsible for such costs.

“ Bipartisan Budget Act ” means the amendments to Subchapter C of Chapter 63 of the Code made by the Bipartisan Budget Act of 2015.

“ Board ” has the meaning set forth in Section 4.2(a) .

“ Board Approval ” means, subject to Section 4.2(a)(iv) , the approval of a majority of the Board, whether at a Board meeting in accordance with Section 4.2(a) or by written approval, which, with respect to any Manager’s approval may be given by email from such Manager; provided that, subject to Section 4.2(a)(iv) , “ Board Approval ” shall require the approval of at least one Manager designated by the Owner Member.

“ Budget Year ” means, with respect to Fiscal Year 2017, the period beginning on the Effective Date and ending on December 31, 2017; and, with respect to each Fiscal Year thereafter, “ Budget Year ” means the period beginning on January 1 and ending on December 31 of such year.

“ Business Day ” means any day other than a Saturday, Sunday or a day on which national banking associations are authorized or required to close in New York, New York.

“ Call Notice ” has the meaning set forth in Section 7.3(a) .

“ Capital Account ” when used in respect of any Member means the capital account maintained for such Member in accordance with Section 8.1 , as said Capital Account may be increased or decreased from time to time pursuant to the terms of this Agreement.

“ Capital Call Amount ” has the meaning set forth in Section 7.3(a) .

“ Capital Contribution ” means, with respect to any Member, any cash, cash equivalents or the Gross Asset Value of property contributed or deemed contributed to the Company by such Member in accordance with Article 7 or as otherwise expressly provided herein.

“ Capital Proceeds ” means the cash received by the Company or any of its Subsidiaries (without duplication) from a Capital Transaction and any reduction in reserves previously established from a Capital Transaction (other than for payment of the items for which the applicable reserve was established), in each case in excess of the sum of (i) the amount actually used to repay indebtedness (principal and interest) secured by any direct or indirect interest in the Property or any other asset directly or indirectly owned by the Company, (ii) the actual out-of-pocket costs, charges and expenses incurred in connection with such Capital Transaction and (iii) any reserves established with Board Approval (including in an Approved Annual Budget) and funded from the proceeds of such Capital Transaction.

“ Capital Transaction ” means any of the following: (i) any sale (including pursuant to Section 11.5(b) or (c)) , exchange, insurance award in respect of a casualty (other than business interruption insurance or rental loss insurance), condemnation or other disposition of the Property or other assets (or any Subsidiary of the Company) in whole or in part, or (ii) any financing or refinancing of any Property (or any Subsidiary of the Company) in whole or in part.

“ Cause Event ” means (i) with respect to the Administrative Member, its designee as a Manager, and if the Investor Member is the Administrative Member, SLG, SLG OP or RXR Realty (provided that if a “Cause Event” results from an event with respect to SLG or SLG OP, on the one hand, or RXR Realty on the other hand, it shall not constitute a Cause Event if, within 30 days after the Cause Event (I) the designee as a Manager of SLG or SLG OP, on the one hand, or RXR Realty on the other hand, as applicable, resigns as Manager and the other of SLG or RXR Realty appoints a replacement Manager and (II) any Affiliate of SLG or SLG OP, on the one hand, or RXR Realty on the other hand, as applicable, ceases to provide services under the Property Management and Leasing Agreement and an Affiliate of the other of SLG or SLG OP, on the one hand, or RXR Realty on the other hand provides such services) (a) fraud, criminal conduct or willful misconduct by such Person related to or in connection with this Agreement, the other Transaction Documents, the Loan Documents, the transactions contemplated hereby or thereby, the Company, any Subsidiary thereof or the Property, which, in each case (y) is not disputed in writing within 15 Business Days of receipt of written notice thereof by Investor Member (which notice shall indicate in bold print in a font not less than 32 point font that failure to respond within 15 Business Days will constitute an admission of a Cause Event) or (z) if disputed, is determined by a final, non-appealable determination in a court of competent jurisdiction or (b) such Person enters a plea of no contest or is convicted of any felony involving moral turpitude; provided, in each case, if, within 30 days of Administrative Member obtaining knowledge of such event, Administrative Member removes such Person as a Manager, officer, member or partner, as applicable, and reimburses the Companies for all losses actually suffered as a result of the occurrence of any of the foregoing events, then the same shall not result in a Cause Event, (ii) with respect to the Owner Member, a Key Person Event, and (iii) the occurrence of any of the following events: (A) Administrative Member or a Manager designated by the Administrative Member has breached this Agreement, the other Transaction Documents or the Loan Documents, which breach was not cured within 30 days after written notice thereof from the Participating Member that is not the Administrative Member (or, if such breach was susceptible to be cured, and the Administrative Member began action within 30 days to cure the

breach, Administrative Member such cure was completed within an additional 90 days), which, in each case, (i) is not disputed in writing within 15 Business Days of receipt of written notice thereof by Investor Member (which notice shall indicate in bold print in a font not less than 32 point font that failure to respond within 15 Business Days will constitute an admission of a Cause Event) or (ii) if disputed, is determined by a final, non-appealable determination in a court of competent jurisdiction; (B) Administrative Member shall be adjudged bankrupt or insolvent by a court of competent jurisdiction, or an order shall be made by a court of competent jurisdiction for the appointment of a receiver, liquidator, or trustee of such Administrative Member for all or substantially all its property by reason of the foregoing, or if a court of competent jurisdiction approves any petition filed against such Administrative Member for reorganization, and, in each case, such adjudication or order shall remain in force or unstayed for a period of 90 days; or (C) Administrative Member shall institute proceedings for voluntary bankruptcy or shall file a petition seeking reorganization under the federal bankruptcy laws, or for relief under any law for relief of debtors, or shall consent to the appointment of a receiver for itself or for all or substantially all its property, or shall make a general assignment for the benefit of its creditors, or shall admit in writing its inability to pay its debts, generally, as they become due, other than in a writing to one or more lenders under the Loan Documents.

“ Certificate of Formation ” has the meaning set forth in Section 2.1 .

“ Closing ” has the meaning ascribed thereto in the Membership Interest Purchase Agreement.

“ Closing Date ” has the meaning ascribed thereto in the Membership Interest Purchase Agreement.

“ Code ” means the Internal Revenue Code of 1986. Any reference herein to a specific section or sections of the Code shall be deemed to include a reference to any corresponding provision of future law.

“ Comfort Member ” has the meaning set forth in the introductory paragraph.

“ Comfort Member Put Notice ” has the meaning set forth in Section 11.6(b) .

“ Comfort Member Put Option ” has the meaning set forth in Section 11.6(a) .

“ Comfort Member Put Period ” has the meaning set forth in Section 11.6(a) .

“ Comfort Member Put Price ” has the meaning set forth in Section 11.6(c) .

“ Comfort Member Put Price Proposal ” has the meaning set forth in Section 11.6(d) .

“ Comfort Member Special Failed Contribution ” has the meaning set forth in Section 7.3(c) .

“ Companies ” means, collectively, the Company and its Subsidiaries.

“ Company ” has the meaning set forth in the introductory paragraph.

“ Company Assets ” means all right, title and interest of the Company, directly or indirectly, in and to all or any portion of the assets of the Company and any property (real, personal, tangible or intangible) or estate acquired in exchange therefor or in connection therewith, including as the context may require the Subsidiaries of the Company and indirectly the Property.

“ Company Loan ” means any Indebtedness of the Company or a Subsidiary thereof, including, without limitation, any Mortgage Indebtedness and/or Mezzanine Indebtedness.

“ Company Minimum Gain ” has the same meaning as “partnership minimum gain” set forth in Sections 1.704-2(b)(2) and 1.704-2(d) of the Regulations.

“ Contributing Member ” has the meaning set forth in Section 7.3(d) .

“ Contributing Member LLC Loan ” has the meaning set forth in Section 7.3(g)(ii).

“ Contribution, Reimbursement and Indemnity Agreement ” means a contribution, reimbursement and indemnity agreement among Creditworthy Affiliates of Investor Member, a creditworthy Affiliate of Owner Member, and agreed to and acknowledged by the Members, substantially in the form attached hereto as Exhibit E .

“ Control ” as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the day-to-day management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. A Person shall be deemed to “Control” another notwithstanding that a third party may have the right to participate in “major decisions” customary in institutional joint venture agreements.

“ Conversion ” means each of an LLC Loan Conversion and a Member Loan Conversion.

“ Converted Comfort Member Special Failed Contribution ” has the meaning set forth in Section 7.3(p) .

“ CPI ” means the Consumer Price Index for all Urban Consumers, New York-Northern New Jersey-Long Island, published by the United States Bureau of Labor Statistics or if such index is no longer published, such other index as is published in substitution therefor.

“ Cram-Down Contribution ” means (i) any Non-Lending Member Default Capital Contribution and (ii) any Member Loan Default Capital Contribution.

“ Cram-Down Excess Amount ” has the meaning set forth in Section 7.3(p) .

“ Creditworthy Affiliates ” means one or more Affiliates of Investor Member that has entered into one or more guaranties with respect to any Company Loan.

“ Current Budget Year ” means the Budget Year ending on December 31, 2017.

“ CWWP ” means CWWP Partners LLC, a Delaware limited liability company.

“ Deposit ” means the ROFO Deposit or the Forced Sale Deposit, as applicable.

“ Depreciation ” means, with respect to any Company Asset for any Fiscal Year or other applicable period, the depreciation, depletion, amortization or other cost recovery deduction, as the case may be, allowed or allowable for U.S. federal income tax purposes in respect of such asset for such Fiscal Year or other applicable period; provided , however , that except as otherwise provided in Section 1.704-2 of the Regulations, if there is a difference between the Gross Asset Value (including the Gross Asset Value, as increased pursuant to paragraph (d) of the definition of Gross Asset Value) and the adjusted tax basis of such asset at the beginning of such Fiscal Year or other applicable period, Depreciation for such asset shall be an amount that bears the same ratio to the beginning Gross Asset Value of such asset as the federal income tax depreciation, depletion, amortization or other cost recovery deduction for such Fiscal Year or other applicable period bears to the beginning adjusted tax basis of such asset; provided , however , that if the federal income tax depreciation, depletion, amortization or other cost recovery deduction for such asset for such Fiscal Year or other applicable period is zero, Depreciation of such asset shall be determined with reference to the beginning Gross Asset Value of such asset using any reasonable method selected by Board Approval.

“ Designated Courts ” has the meaning set forth in Section 15.9 .

“ Disclosure Letter ” means the disclosure letter delivered by Owner Member to Investor Member in connection with the execution of the Membership Interest Purchase Agreement.

“ DRA ” means the DRA Fund or any other investment fund in which DRA Advisors LLC, or its successors or assigns by merger or otherwise, or any of its principals, directly or indirectly, continues to have Control.

“ DRA Fund ” means DRA G&I Fund VI Real Estate Investment Trust, a Maryland real estate investment trust.

“ Effective Date ” has the meaning set forth in the Preamble.

“ Eligibility Requirements ” shall mean, with respect to any Person, that such Person immediately prior to the Transfer has total assets (in name or under management) in excess of $1,000,000,000 and capital/statutory surplus or shareholder’s equity of not less than $500,000,000 and either (i) owns real estate assets having a fair market value in excess of $2,500,000,000 or (ii) is managed by or has as its general partner, managing member or fund manager, a Person (or a Person that is directly or indirectly controlled by such a Person) that controls (by ownership or management) real estate assets having a fair market value of in excess of $2,500,000,000.

“ Encumbrance ” means any charge, claim, community property interest, pledge, condition, equitable interest, lien (statutory or other), option, security interest, mortgage, easement, encroachment, right of way, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income or exercise of any other attribute of ownership.

“ Equity Interests ” means, with respect to any Person, any and all shares, interests, participations, rights to purchase, warrants, options, or other equivalents (however designated) of capital stock of a corporation, and any and all equivalent ownership interests in a Person other than a corporation, in each case whether now outstanding or hereafter issued; provided that, with

respect to Amenities Owner, “Equity Interests” shall refer only to such shares, interest, participations, rights to purchase, warrants, options or other equivalents (however designated) of capital stock and any and all equivalent ownership interests to the extent owned, directly or indirectly, by the Company, whether now outstanding or hereafter issued.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended.

“ Existing LLC Agreement ” has the meaning set forth in the Recitals hereof.

“ Expenses ” means, for a given period of time, a sum equal to the aggregate of the expenditures, charges and costs of the Company and its Subsidiaries (to the extent of the Company’s allocated share thereof (provided that with respect to the Amenities Owner, the Company’s allocated share shall be based on its then current interest in distributions)) (but without duplication) for such period of time in accordance with the terms of this Agreement, determined on a cash basis of accounting, including all amounts added to the Company’s reserves in accordance with the terms of this Agreement, pursuant to the loan documents evidencing any Company Loan or the Amenities Loan Documents or to provide for expenditures, charges and costs permitted to be incurred for that period or prior periods that have not yet been incurred. Notwithstanding the foregoing, there shall be excluded from Expenses: (a) all non-cash items such as depreciation; (b) amounts distributed to the Members pursuant to this Agreement; (c) all costs, charges and expenses deducted from the proceeds of a Capital Transaction to determine the Capital Proceeds; and (d) any expense, cost or charge to the extent such expense, cost or charge was paid from reserves.

“ Failed Contribution ” has the meaning set forth in Section 7.3(d) .

“ Failure Notice ” has the meaning set forth in Section 7.3(d) .

“ Fiscal Quarter ” means, in any Fiscal Year, each of the three-month periods ending March 31, June 30, September 30 and December 31.

“ Fiscal Year ” means the fiscal year of the Company, which shall be a calendar year (other than with respect to 2017 for which it shall mean the period of time commencing on the Effective Date and ending on December 31, 2017); provided that, for U.S. federal income tax purposes, upon a termination of the Company under Section 708(b) of the Code, “ Fiscal Year ” shall mean the period starting on the day following the end of the last preceding Fiscal Year to the date of such termination.

“ Forced Sale ” has the meaning set forth in Section 11.4(a) .

“ Forced Sale Acceptance Notice ” has the meaning set forth in Section 11.4(b) .

“ Forced Sale Acceptance Period ” has the meaning set forth in Section 11.4(a) .

“ Forced Sale Date ” means January 18, 2022, provided that the Forced Sale Date may be extended to October 18, 2022 at the election of the Owner Member by written notice to the Investor Member delivered prior to the date which is 48 months after the Effective Date.

“ Forced Sale Deposit ” means a deposit in an amount equal to 10% of the Investor Member’s Percentage Interest of the Adjusted Forced Sale Price, as determined by the Forced Sale Non-Initiating Member in good faith, as the same may be increased in connection with an extension of the Interest Closing Date.

“ Forced Sale Equity Interests ” has the meaning set forth in Section 11.4(a) .

“ Forced Sale Initiating Member ” has the meaning set forth in Section 11.4(a) .

“ Forced Sale Interest Purchase Price ” means the aggregate distributions that the Owner Member would be entitled to receive in accordance with the provisions of Article 12 under this Agreement if the Forced Sale Property was sold for cash for a purchase price equal to the Gross Forced Sale Price, all Company Loans secured by the Forced Sale Property and any direct or indirect interest therein owned directly or indirectly by the Company were discharged, assuming that there are no assumption fees, prepayment premiums, defeasance costs and charges or similar costs and fees, all other liabilities secured by the Forced Sale Property and any direct or indirect interest therein and all liabilities of the Owner Member were discharged (including Make-Up Loans), all Special Liabilities were discharged, and Transfer Taxes (unless Transfer Taxes are payable by the transferor as a result of the consummation of the transaction giving rise to the payment of the Forced Sale Interest Purchase Price), customary broker fees and other customary costs of closing were paid by the party customarily responsible for such costs, and the Company was liquidated and all assets of the Company were distributed in accordance with the provisions of Article 12 .

“ Forced Sale Non-Initiating Member ” has the meaning set forth in Section 11.4(a) .

“ Forced Sale Notice ” has the meaning set forth in Section 11.4(a) .

“ Forced Sale Offer ” has the meaning set forth in Section 11.4(a) .

“ Forced Sale Property ” has the meaning set forth in Section 11.4(a) .

“ Forced Sale Transfer ” has the meaning set forth in Section 11.10(a) .

“ Funded Contribution ” has the meaning set forth in Section 7.3(d) .

“ GAAP ” means generally accepted accounting principles in the United States of America, consistently applied, as of the date of the applicable financial report.

“ GC&S ” means GCS RCG LV WWP, LLC, a Delaware limited liability company.

“ General Assignment ” has the meaning set forth in Section 10.5(b)(i)(G).

“ Governmental Authority ” means any court, board, agency, commission, office or authority of any nature whatsoever of or for any governmental unit (federal, state, county, district, municipal, city or otherwise), whether now or hereafter in existence.

“ Gross Asset Value ” means, with respect to any Company Asset, such asset’s adjusted basis for U.S. federal income tax purposes, except as follows: (a) the initial Gross Asset Value of

any asset contributed by a Member to the Company shall be an amount equal to the agreed gross fair market value of such asset, without reduction for liabilities, as determined by the contributing Member and agreed to by Board Approval on the date of contribution thereof; (b) if the Managers determine by Board Approval that an adjustment is necessary or appropriate to reflect the relative economic interests of the Members, the Gross Asset Values of all Company Assets shall be adjusted in accordance with Sections 1.704-1(b)(2)(iv)(f) and (g) of the Regulations to equal their respective gross fair market values, without reduction for liabilities, as reasonably determined by Board Approval, as of the following times: (i) a Capital Contribution (other than a de minimis Capital Contribution) to the Company by a new or existing Member as consideration for a Membership Interest; (ii) the distribution by the Company to a Member of more than a de minimis amount of Company Assets as consideration for the repurchase or redemption of a Membership Interest; (iii) the liquidation of the Company within the meaning of Section 1.704-1(b)(2)(ii)(g) of the Regulations; and (iv) the grant of an interest in the Company (other than a de minimis interest) as consideration for the provision of services to or for the benefit of the Company by an existing Member acting in a partner capacity, or by a new Member acting in a partner capacity or in anticipation of becoming a Member; (c) the Gross Asset Values of Company Assets distributed to any Member shall be the gross fair market values of such assets (taking Section 7701(g) of the Code into account) without reduction for liabilities, as determined by Board Approval as of the date of distribution; and (d) the Gross Asset Values of Company Assets shall be increased (or decreased) to reflect any adjustments to the adjusted basis of such assets pursuant to Sections 734(b) or 743(b) of the Code, but only to the extent that such adjustments are taken into account in determining Capital Accounts pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations (as set forth in Section 8.1 ); provided , however , that Gross Asset Values shall not be adjusted pursuant to this clause (d) to the extent that the Managers determine by Board Approval that an adjustment pursuant to clause (b) above is necessary or appropriate in connection with a transaction that would otherwise result in an adjustment pursuant to this clause (d). At all times, Gross Asset Values shall be adjusted by any Depreciation taken into account with respect to the Company Assets for purposes of computing Net Income and Net Loss.

“ Gross Forced Sale Price ” has the meaning set forth in Section 11.4(a) .

“ Indebtedness ” means, with respect to any Person, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all indebtedness of such Person for the deferred purchase price of property or services, (c) all obligations of such Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness of such Person created or arising under any conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property), (e) all reimbursement, payment or similar obligations of such Person under acceptance, letter of credit or similar facilities, (f) all completion guaranties or similar obligations of such Person to the extent that such obligation is required, in accordance with GAAP, to be reflected as a liability on such Person’s balance sheet, (g) all Indebtedness referred to in clauses (a) through (f) above guaranteed directly or indirectly by such Person through an agreement (1) to pay or purchase such Indebtedness, (2) to purchase, sell or lease (as lessee or lessor) property, or to purchase or sell services, primarily for the purpose of enabling the debtor to make payment of such Indebtedness or to assure the holder of such Indebtedness against loss in respect of such Indebtedness, (3) to supply funds to or in any other manner invest in the debtor (including any

agreement to pay for property or services irrespective of whether such property is received or such services are rendered) or (4) otherwise to assure a creditor against loss in respect of such Indebtedness, in each case under this clause (g), to the extent such obligation is required, in accordance with GAAP, to be reflected as a liability on such Person’s balance sheet, and (h) all Indebtedness referred to in clauses (a) through (f) above secured by (or for which the holder of such Indebtedness has an existing right, contingent or otherwise, to be secured by) any Lien upon or in property (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such Indebtedness.

“ Indemnitee ” has the meaning set forth in Section 5.1(b) .

“ Initial Budget ” means the initial budget for the Company and its Subsidiaries from and after the date hereof, in the form attached as Schedule B to the Disclosure Letter.

“ Initiating Member ” means the ROFO Initiating Member or the Forced Sale Initiating Member, as applicable.

“ Interest Closing Date ” means the 60th day following delivery of the Acceptance Notice; provided that the Interest Closing Date may be extended for an additional 30 days by written notice given by the Non-Initiating Member to the Initiating Member no later than 2 Business Days prior to such 60th day, together with an additional deposit to the applicable escrow agent (which, as and when made, shall be added to and constitute a part of the Deposit) equal to (a) in the case of the ROFO Deposit, 5% of the ROFO Interest Purchase Price and (b) in the case of the Forced Sale Deposit, 5% of the Forced Sale Non-Initiating Member’s Percentage Interest of the Adjusted Forced Sale Price (as determined by the Forced Sale Non-Initiating Member, in good faith).

“ Interest Purchase Price ” means the ROFO Interest Purchase Price, the Forced Sale Interest Purchase Price, the Bid Interest Purchase Price or the Put Price, as applicable.

“ Investor Member ” means WWP JV LLC, or any transferee(s) of the Membership Interest held by the Investor Member on the Effective Date, pursuant to a Transfer effected in accordance with the terms of this Agreement.

“ IPO ” has the meaning set forth in Section 11.1(a)(vi) .

“ Joinder Agreement ” means any agreement substantially in the form attached hereto as Exhibit B to be executed by any Person being admitted to the Company as a Member after the Effective Date, as described in Section 11.8 .

“ Joint Venture Partner ” has the meaning set forth in Section 5.3(b) .

“ Key Person Event ” means if the Manager (or, in the event of a four Manager Board, each Manager) appointed by the Owner Member or his or her (or their) replacement(s) is (are) not serving as Manager(s) or is (are) not actively involved in making decisions on behalf of the Owner Member.

“ Key Person Event Cure ” means, within 90 days of a Key Person Event, a replacement Manager that satisfies the Qualifications Standard has been appointed by the Owner Member.

“ Key Tenant ” means each of Cravath, Swaine & Moore LLP and Nomura Holding America Inc.

“ Leases ” means all existing and future leases, licenses or other occupancy agreements relating to the Property to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, and modifications or amendments thereof and supplements thereto.

“ Lending Member ” has the meaning set forth in Section 7.2(g)(ii).

“ Lending Member Default Capital Contribution ” has the meaning set forth in Section 7.3(n) .

“ Letters of Credit ” has the meaning set forth in Section 11.5(b)(i)(D) .

“ Lien ” means any mortgage, deed of trust, lien (statutory or other), pledge, hypothecation, assignment, preference, priority, security interest, or any other encumbrance or charge on or affecting the Property or any portion thereof, or any direct or indirect interest therein (including any conditional sale or other title retention agreement, any sale-leaseback, any financing lease having a similar economic effect to any of the foregoing, the filing of any financing statement or other similar instrument under the Uniform Commercial Code or any comparable law of any jurisdiction, domestic or foreign, and mechanics’, materialmen’s and other similar liens and encumbrances).

“ Liquidity ” means, immediately prior to the applicable Transfer, current assets minus current liabilities, determined in accordance with GAAP (including unfunded fund investor commitments that are unconditional and callable ( provided that (x) such unfunded fund investor commitments (i) are then unconditionally available to be called and (ii) have not been pledged, hypothecated or otherwise encumbered as collateral for any loan, credit line or otherwise to secure any Indebtedness and (y) the applicable investors whose unfunded commitments are included are not (i) in breach of any such unfunded fund investor commitments to the applicable Person or (ii) the subject of any Bankruptcy proceeding), but excluding the value of any receivables from Affiliates), in each case, after all appropriate deductions have been made thereon in accordance with GAAP (including reserves for doubtful receivables).

“ LLC Loan ” has the meaning set forth in Section 7.3(g)(ii).

“ LLC Loan Conversion ” has the meaning set forth in Section 7.3(n) .

“ Loan Documents ” means any loan agreement executed by the Company or any of its Subsidiaries on the Effective Date, together with all mortgages, security agreements, guarantees and other written instruments, agreements, documents and certificates evidencing or relating to such loan agreement, and all other loan agreements, mortgages, security agreements, guarantees and other written instruments, agreements, documents and certificates evidencing or relating to any Indebtedness of the Company or any of its Subsidiaries in effect as of, or executed after, the Effective Date.

“ Losses ” or “ Loss ” have the meaning set forth in Section 5.1(b) .

“ Major Decision ” means each of the following with respect to the Companies, to the extent not provided for in an Approved Annual Budget or an Approved Business Plan or permitted pursuant to the terms of this Agreement:

(a) selling, conveying, exchanging, disposing, net leasing or otherwise transferring the Property or any portion thereof (other than entering into office space and retail leases unless otherwise prohibited by clause (q) below);

(b) merging, converting or consolidating the Company or any Subsidiary thereof or materially changing the ownership structure of the Company and its Subsidiaries;

(c) purchasing or acquiring any land or other real property, personal property or interest therein other than the Property;

(d) effectuating capital calls and capital expenditures not provided for in the Approved Annual Budget and Approved Annual Business Plan other than to implement another approved Major Decision or to pay Necessary Expenses;

(e) entering into any Affiliate Transactions (other than (i) entering into the Property Management and Leasing Agreement and (ii) causing the applicable Subsidiaries holding title to the Property to purchase insurance for the Property from Belmont Insurance Company, an Affiliate of SLG (provided the same is on arm’s length terms no less favorable to such Subsidiaries than those that would be obtained from an unrelated third party, with reasonable evidence of the same provided from time to time upon reasonable request by Investor Member to Owner Member)), including any amendment or modification to an agreement or other arrangements, or the granting of any material waiver under, or the assignment, extension, termination or cancellation of any agreement or other arrangements with an Affiliate;

(f) admitting new or substitute members in the Company or any Subsidiary thereof, except as expressly permitted in this Agreement;

(g) (i) making or refraining from making any material tax election (other than any tax election made in the ordinary course of business or as otherwise provided in Section 10.3 ) required or permitted to be made by the applicable entity, (ii) making any decision regarding the reporting of any material transaction on any tax return, (iii) settling any material tax audit, claim or controversy (other than any immaterial or routine tax audit, claim or controversy) of the Company or any Subsidiary thereof and (iv) determining the Gross Asset Value of any Company asset, provided that any dispute with respect to this clause (g) shall be resolved in accordance with Section 15.17 ;

(h) amending in any material respect, or taking any material action out of the ordinary course of business with respect to, any agreement relating to the Worldwide Plaza Amenities, including the condominium documents, the partnership agreement and the loan documents of the Amenities Owner;

(i) making or failing to make distributions, other than in accordance with Article 9 or Section 12.3;

(j) taking any action that is reasonably likely to adversely affect any Member’s (or any of its direct or indirect owners’) qualification as a REIT;

(k) (i) taking any action which, with notice or passage of time, or both, would constitute an “event of default” under the Loan Documents or (ii) modifying in writing any Loan Documents;

(l) any financing or any refinancing of any Company Loan, any decision to prepay any Company Loan or extending or renewing any Company Loan;

(m) the Company or any Subsidiary thereof extending credit, making a loan to any Person or becoming a surety, guarantor, endorser or accommodation endorser for any Person except in connection with negotiating checks or other instruments received by the Company or any Subsidiary thereof or to the extent required under a Lease;

(n) granting or permitting to exist (other than with respect to Encumbrances of record as of the date hereof) a material Encumbrance with respect to the Property or other Company Assets, the Company or any Subsidiary thereof; provided that entering into any utility company rights, easements and franchises relating to electricity, water, steam, gas, telephone, sewer or other service or the right to use and maintain pole lines, wires, cables, pipes, boxes and other fixtures and facilities in, over, under and upon the Property shall not constitute a Major Decision;

(o) approving each subsequent Annual Budget since the approved initial Annual Budget and the Annual Business Plan;

(p) making or approving any change, amendment, waiver, modification or alteration to the Annual Budget, Annual Business Plan or the leasing guidelines set forth in an Annual Business Plan, in each case, in any material respect;

(q) (i) entering into any Major Lease having terms materially less favorable than those contained in the leasing guidelines set forth in the Annual Business Plan, (ii) terminating any Major Lease, (iii) modifying, renewing or extending any Major Lease in any material respect or (iv) entering into any Lease which includes any restriction on Transfer by a Member that is permitted under this Agreement or provides for a termination right that is keyed to a Transfer by a Member that is permitted under this Agreement; provided , however , the termination of any lease due to the material default of a tenant thereunder shall not constitute a Major Decision and the renewal, extension, expansion or other exercise of a right by a tenant pursuant to an existing Lease shall not constitute a Major Decision;

(r) making any material or fundamental change in the leasing plan or strategy in respect of the retail space of the Property from that which exists as of the Effective Date;

(s) other than a Necessary Expense, in any year, making or approving any expenditure or reimbursement that (i) exceeds 110% of the amount budgeted in the applicable line item in the applicable Annual Budget or (ii) causes the aggregate expenditures for all line items in the applicable Annual Budget to exceed 105% of all expenditure items in the applicable Annual Budget;

(t) unless a contract is previously approved by the Participating Members for an expense permitted to be made without their consent or set forth or approved in the Approved Annual Budget, entering into, materially modifying, renewing, extending or terminating (i) any contract pursuant to which the Company will incur an obligation in excess of $1,000,000 per year or (ii) any service agreements which are for a term of more than one year and are not cancelable on 30 days’ prior notice without cause and without payment of a fee or penalty or terminating any such contract or agreement;

(u) approving any material changes to the existing insurance program of the Company and its Subsidiaries; provided , however , that absent any agreement to the contrary, the insurance program shall comply with the requirements set forth in the Loan Documents;

(v) instituting, commencing or taking any legal action involving a claim in excess of $2,000,000 (other than actions to seek a reduction in real estate taxes), settling or disposing of any claim (unless covered by insurance) when the settlement amount exceeds $1,000,000 or confessing any judgment if the judgment amount exceeds $1,000,000 or involves injunctive relief, any agreement to take or restrict the Company from taking or refraining from taking any such action or an admission of wrongdoing or criminal liability in a legal proceeding;

(w) making or agreeing to make any changes to the zoning or similar legal entitlements of the Property;

(x) deciding not to repair or rebuild the Property or any improvements on the Property in case of material damage thereto;

(y) liquidating or dissolving the Company or any Subsidiary thereof;

(z) filing of any petition, or consenting to the filing of any petition, that would subject the Company or any of its Subsidiaries to any case or proceeding under any federal or state law relating to bankruptcy, insolvency, reorganization or relief of debtors, or admitting in writing by the Company or any of its Subsidiaries of any of their respective inabilities to pay their debts generally as they become due, or the making by the Company or any of its Subsidiaries of a general assignment for the benefit of any of their respective creditors;

(aa) entering into, modifying or terminating any agreement with any broker for the sale or financing of the Property;

(bb) determining the amount of reserves in excess of (i) the amount set forth in the Approved Annual Budget for reserves and (ii) the amount set forth in the Approved Annual Budget for expenditures, charges and costs permitted to be incurred for that period or prior periods that have not yet been incurred;

(cc) settling, agreeing to pay or making payment of any cost, liability or expense which is subject to proration as between the Owner Member and the Investor Member pursuant to Section 10.6 of the Membership Interest Purchase Agreement; and

(dd) entering into a binding agreement that obligates the Company or any Subsidiary thereof to take any of the actions set forth in clauses (a) through (cc) above.

“ Major Lease ” means any Lease (a) greater than one floor, (b) containing an option, right of first offer or preferential right to purchase all or any portion of the Property, (c) demising space to an Affiliate of either Participating Member or (d) including any provision which would restrict, or give the tenant thereunder a termination right that is keyed to, any Transfer by a Member that is permitted under this Agreement.

“ Make-Up Loan ” shall mean any Regular Make-Up Loan and any Special Make-Up Loan.

“ Manager ” has the meaning set forth in Section 4.2(a)(i) .

“ Marketing Period ” has the meaning set forth in Section 11.4(d) .

“ Member ” means each of the Members in their capacity as members of the Company and any additional Persons hereafter admitted as a member of the Company in accordance with the provisions of this Agreement, for so long as such Person shall be a member of the Company, and “ Members ” shall mean such Persons, collectively.

“ Member Loan ” has the meaning set forth in Section 7.3(g)(i) and Section 11.10(a) .

“ Member Loan Default Capital Contribution ” has the meaning set forth in Section 7.3(o) .

“ Member Loan Conversion ” has the meaning set forth in Section 7.3(o) .

“ Member Nonrecourse Debt ” means “partner nonrecourse debt,” within the meaning of Section 1.704-2(b)(4) of the Regulations.

“ Member Nonrecourse Debt Minimum Gain ” means “partner nonrecourse debt minimum gain” as determined in accordance with Section 1.704-2(i)(3) of the Regulations.

“ Member Nonrecourse Deductions ” means “partner nonrecourse deductions,” within the meaning of Section 1.704-2(i)(2) of the Regulations.

“ Member Transaction ” has the meaning set forth in Section 11.5 .

“ Membership Interest ” means, with respect to any Member, the entire limited liability company interest of that Member in the Company.

“ Membership Interest Purchase Agreement ” has the meaning set forth in the Recitals hereof.

“ Mezzanine Indebtedness ” means principal of, and prepayment fees and premiums, if any, and interest on and all other monetary obligations of every kind or nature (including fees, indemnities and expenses) due on or in connection with any Company Loan, whether outstanding on the date of this Agreement or thereafter created, incurred or assumed and, in each case, secured by a Lien on the Equity Interests of the Company or any Subsidiary thereof.

“ Mortgage Indebtedness ” means principal of, and prepayment fees and premiums, if any, and interest on and all other monetary obligations of every kind or nature (including fees,

indemnities and expenses) due on or in connection with any Company Loan, whether outstanding on the date of this Agreement or thereafter created, incurred or assumed and, in each case, secured by a Lien on any portion of the Property.

“ Named Owner Member ” means ARC NYWWPJV001, LLC, a Delaware limited liability company.

“ Necessary Expenses ” means expenses which are required for payment of the following non-discretionary items, in all cases net of reserves established or available therefor in any Approved Annual Business Plan or Approved Annual Budget: (i) real estate taxes to the extent due and payable; (ii) insurance premiums due and payable, only insofar as the same relates to rate increases not occasioned by changes in coverage or self-retained limits or deductibles since the date of the last Approved Annual Budget unless, in all circumstances under this clause (ii), otherwise required under the terms of the Loan Documents relating to a Company Loan for the borrower to perform its obligations thereunder; (iii) amounts necessary to remedy or address, as appropriate, an immediate threat to the health, safety or welfare of any Person on or in the immediate vicinity of Property or an immediate threat of physical damage to any part of the Property or any material property in, on, under, within, upon or adjacent to the Property and which could materially affect the Property or cause substantial economic loss to the Company or any of its Subsidiaries (it being agreed that if and to the extent matters under this clause (iii) are covered by insurance, the Administrative Member shall promptly make application for reimbursement of the same); (iv) debt service payments under any Company Loan and (v) amounts required under Leases for the landlord to perform its obligations thereunder.

“ Net Cash Flow ” means, for any period, the excess of (a) Revenues (excluding any Capital Proceeds) during the applicable period over (b) Expenses (excluding expenses deducted in calculating Capital Proceeds) for such period.

“ Net Income ” or “ Net Loss ” means, for each Fiscal Year or other applicable period, an amount equal to the Company’s taxable income or loss for such year or period as determined for U.S. federal income tax purposes by Board Approval, determined in accordance with Section 703(a) of the Code (for this purpose, all items of income, gain, loss or deduction required to be stated separately pursuant to Section 703(a) of the Code shall be included in taxable income or loss), adjusted as follows: (a) by including as an item of gross income any tax-exempt income received by the Company; (b) by treating as a deductible expense any expenditure of the Company described in Section 705(a)(2)(B) of the Code (or which is treated as a Section 705(a)(2)(B) expenditure pursuant to Section 1.704-1(b)(2)(iv)(i) of the Regulations), including amounts paid or incurred to organize the Company (unless an election is made pursuant to Section 709(b) of the Code) or to promote the sale of interests in the Company and by treating deductions for any losses incurred in connection with the sale or exchange of Company Assets disallowed pursuant to Section 267(a)(1) or 707(b) of the Code as expenditures described in Section 705(a)(2)(B) of the Code; (c) by taking into account Depreciation in lieu of depreciation, depletion, amortization and other cost recovery deductions taken into account in computing taxable income or loss; (d) by computing gain or loss resulting from any disposition of Company Assets with respect to which gain or loss is recognized for U.S. federal income tax purposes by reference to the Gross Asset Value of such asset rather than its adjusted tax basis; (e) if an adjustment of the Gross Asset Value of any Company Asset which requires that the Capital Accounts of the Members be adjusted pursuant to Sections 1.704-1(b)(2)(iv)(e), (f) and

(g) of the Regulations, by taking into account the amount of such adjustment as if such adjustment represented additional Net Income or Net Loss pursuant to Section 10.1 ; and (f) by not taking into account in computing Net Income or Net Loss items specially allocated to the Members pursuant to Section 10.2 .

“ Net Worth ” shall mean, immediately prior to the Transfer, (i) the fair market value of all assets of the applicable Person, in the aggregate, (including unfunded fund investor commitments that are unconditional and callable (provided such investor commitments shall be included only if (x) such uncalled capital is then unconditionally available to be called, (y) such investor commitments have not been pledged, hypothecated, or otherwise encumbered as collateral for any loan, credit line, or otherwise secure any debt and (z) the applicable investors are not in breach of any such capital commitments to the applicable Person or are the subject of any Bankruptcy proceeding) but excluding the value of receivables from Affiliates, patent rights, trademarks, trade names, franchises, copyrights, licenses, goodwill and other intangible assets) after all appropriate deductions in accordance with GAAP (including, reserves for doubtful receivables, obsolescence, depreciation and amortization), less (ii) total liabilities, determined in accordance with GAAP.

“ Nomura Lease ” means that certain Lease, dated as of June 29, 2011, by and between WWP Office, LLC, as landlord, and Nomura Holding America Inc., as tenant, as amended by that certain First Amendment to Lease, dated December 28, 2011, the Second Amendment to Lease, dated September 12, 2012, the Third Amendment to Lease, dated April 22, 2013, the Fourth Amendment to Lease, dated October 10, 2013, the Fifth Amendment, dated June 30, 2014, and as further amended, restated, supplemented or modified from time to time in accordance with its terms.

“ Non-Conforming Offer ” has the meaning set forth in Section 11.4(f) .

“ Non-Contributing Member ” has the meaning set forth in Section 7.3(d) .

“ Non-Contributing Member LLC Loan ” has the meaning set forth in Section 7.3(g)(ii) .

“ Non-Initiating Member ” means the ROFO Non-Initiating Member or the Forced Sale Non-Initiating Member, as applicable.

“ Non-Lending Member ” has the meaning set forth in Section 7.3(g)(ii) .

“ Non-Lending Member Contribution Amount ” has the meaning set forth in Section 7.3(n) .

“ Non-Lending Member Default Capital Contribution ” has the meaning set forth in Section 7.3(n) .

“ Nonrecourse Deductions ” has the meaning set forth in Sections 1.704-2(b)(1) and 1.704-2(c) of the Regulations.

“ Nonrecourse Liabilities ” has the meaning set forth in Section 1.704-2(b)(3) of the Regulations.

“ Notice ” has the meaning set forth in Section 15.3 .

“ NYRT ” means New York REIT, Inc., a Maryland corporation, together with its successors and assigns permitted under this Agreement.

“ NYRT OP ” means New York Recovery Operating Partnership, L.P., a Delaware limited partnership, together with its successors and assigns permitted under this Agreement.

“ Objection Notice ” has the meaning set forth in Section 6.2(a) .

“ OFAC ” has the meaning set forth in the definition of “Prohibited Person”.

“ Office Tower ” means the real property and improvements constructed thereon constituting the Class A office building located at 825 Eighth Avenue, New York, New York.

“ Operational Major Decision ” means each of the Major Decisions set forth in clauses (g), (p), (s), (t), (u), (v), (bb), (cc) and (with respect to the foregoing clauses only) (dd), of the definition of “Major Decision”.

“ Owner Member ” means ARC NYWWPJV001, LLC, a Delaware limited liability company, or any transferee(s) of the Membership Interest held by ARC NYWWPJV001, LLC on the Effective Date, pursuant to a Transfer effected in accordance with the terms of this Agreement.

“ Owner Member’s Cost of Borrowing ” shall mean 8% per annum (compounded annually) on the first $50,000,000 of the aggregate outstanding principal balance of Regular Make-Up Loans made by Investor Member and 10% per annum (compounded annually) on the aggregate outstanding principal balance of Regular Make-Up Loans made by Investor Member in excess of such amount.

“ Owner Requested Capital ” means any Additional Capital that Owner Member requests or requires, whether (i) pursuant to a Call Notice sent by Owner Member or (ii) as a result of a finding in favor of Owner Member in an arbitration conducted pursuant to Section 6.2 and in the case of such a finding, to the extent the amount of Additional Capital required pursuant to the finding of the arbitrator exceeds the amount proposed by Investor Member with respect to the applicable disputed line item.

“ Participating Member ” has the meaning set forth in the introductory paragraph hereof.

“ Participating Tag Along Percentage Interest ” has the meaning set forth in Section 11.3 .

“ Peg Price ” has the meaning set forth in Section 11.3 .

“ Percentage Interest ” means, with respect to each Member, the percentage set forth opposite its name on Exhibit A under the column “Percentage Interest,” as such percentage may be adjusted from time to time pursuant to this Agreement.

“ Permitted Purpose ” means to (i) pay any Necessary Expenses, (ii) pay any expenses provided for in an Approved Annual Business Plan or an Approved Annual Budget or that have

otherwise received Board Approval, or (iii) implement any other Major Decision that has received Board Approval or, with respect to an Operational Major Decision, which is approved by Board Approval or the unanimous approval of the Participating Members.

“ Permitted Transferee ” means (i) any Participating Member, SLG, RXR Realty, NYRT, SLG OP, RXR Fund or NYRT OP, (ii) any direct or indirect wholly owned Subsidiary of the applicable Member, SLG, RXR Realty, NYRT, SLG OP, RXR Fund or NYRT OP or any combination thereof and (iii) solely with respect to Owner Member, any liquidating trust to which the assets or properties of NYRT or NYRT OP are Transferred; provided , however , such Permitted Transferee shall execute a Joinder Agreement if such Permitted Transferee is being admitted to the Company as a Member in connection with the applicable Transfer.

“ Person ” means any individual, partnership, corporation, limited liability company, trust or other legal entity.

“ Plan Asset Regulation ” means U.S. Department of Labor Regulation § 2510.3-101.

“ Post-Closing Transfer ” has the meaning set forth in Section 11.10(a).

“ Pro Rata Share ” has the meaning set forth in Section 7.3(a) .

“ Prohibited Person ” means any of the following: (i) a Person that is listed in the Annex to, or is otherwise subject to the provisions of, Executive Order No. 13224 on Terrorist Financing (effective September 24, 2001); (ii) a Person that is named as a “specially designated national” or “blocked person” on the most current list published by the U.S. Treasury Department’s Office of Foreign Assets Control (“ OFAC ”) at its official website, http://www.treas.gov/offices/enforcement/ofac; (iii) a Person that is otherwise the target of any economic sanctions program currently administered by OFAC; or (iv) a Person that is owned or controlled by, or acting on behalf of or with, any person or entity identified in clause (i), (ii) and/or (iii) above.

“ Prohibited Transferee ” means the Persons set forth on Schedule A of the Disclosure Letter and any Affiliate thereof.

“ Property ” means, collectively, the Office Tower and the Worldwide Plaza Amenities, and all personal property and other assets of the Company and the Company’s Subsidiaries.

“ Property Management and Leasing Agreement ” means any agreement substantially in the form attached hereto as Exhibit C .

“ Public Vehicle ” has the meaning set forth in Section 11.1(a)(vi) .

“ Put Interest ” has the meaning set forth in Section 11.2(c)

“ Put Notice ” has the meaning set forth in Section 11.2(c)

“ Put Option ” has the meaning set forth in Section 11.2(c)

“ Put Price ” has the meaning set forth in Section 11.2(c)

“ Qualifications Standard ” is satisfied with respect to any Person who both (i) has not committed an act that would require disclosure in a proxy statement relating to the election of directors if such person was a director nominee for a board of directors of a SEC registered company under Item 401(f) of Regulation S-K promulgated by the SEC (other than non-felonies which do not involve moral turpitude) and (ii) is consented to by the Investor Member (if the Manager is being appointed by the Owner Member) or the Owner Member (if the Manager is being appointed by the Investor Member) (in each case, such consent not to be unreasonably withheld, conditioned or delayed).

“ Qualifying Buyer ” means a single Person that is:

(a) any one or more of the following:

(i) a real estate investment trust, bank, saving and loan association, investment bank, insurance company, trust company, commercial credit corporation, pension plan, pension fund, pension account, pension advisory firm, commingled pension trust fund, mutual fund, hedge fund, private equity fund, university endowment, government entity or plan (including a sovereign wealth fund) that satisfies the Eligibility Requirements;

(ii) an investment company, money management firm or “qualified institutional buyer” within the meaning of Rule 144A under the Securities Act of 1933, as amended, or an institutional “accredited investor” within the meaning of Regulation D under the Securities Act of 1933, as amended, in each case, that satisfies the Eligibility Requirements;

(iii) an institution substantially similar to any of the foregoing entities described in clauses (a) or (b) that satisfies the Eligibility Requirements;

(iv) an investment fund, limited liability company, limited partnership or general partnership where a fund manager that meets the Eligibility Requirements or an entity that is otherwise a Qualifying Buyer under clauses (i), (ii), (iii) or (iv) of this definition acts as the general partner, managing member or fund manager and at least 50% of the equity interests in such investment vehicle are owned, directly or indirectly, by one or more entities that are otherwise Qualifying Buyers under clauses (i), (ii), (iii) or (v) of this definition;

(v) a wholly-owned subsidiary of any of the entities described in clause (i), (ii), (iii) or (iv) above; provided an entity with a Net Worth of no less than $250,000,000 and Liquidity of no less than $25,000,000 executes and delivers a Contribution, Reimbursement and Indemnity Agreement with respect to obligations arising from and after the date of the applicable Transfer to such Qualifying Buyer;

(b) has not committed an act that would require disclosure in a proxy statement relating to the election of directors if such person was a director nominee for a board of directors of a SEC registered company under Item 401(f) of Regulation S-K promulgated by the SEC (other than non-felonies which do not involve moral turpitude) and has a partner, member or executive officer who meets the Qualifications Standard (or has a general partner, managing member, advisor, fund manager or the equivalent that has a partner, member or executive officer who meets the Qualifications Standard), which partner, member or executive officer shall be its designated Manager to the Board; and

“ RCG Control Person ” means any one of Ramius LLC, Jeffrey Feil and Jay Anderson.

“ RCG Longview ” means RCG Longview Equity LP and RCG Longview Equity PA.

“ RCG Longview Equity PA ” means RCG Longview Equity Fund PA PSERS, L.P., a Delaware limited partnership.

“ RCG Longview Equity LP ” means RCG Longview Equity Fund, L.P., a Delaware limited partnership.

“ Records ” means the books of account, records and accounts of all operations and expenditures of the Company and other financial records of the Company.

“ Regular Make-Up Loan ” has the meaning set forth in Section 7.3(h)(ii) .

“ Regulations ” means the final, temporary or proposed income tax regulations promulgated under the Code, as such regulations may be amended from time to time (including corresponding provisions of succeeding regulations).

“ REIT ” has the meaning set forth in Section 15.1 .

“ Removal Date ” has the meaning set forth in Section 4.1(b) .

“ Repayment Contribution ” has the meaning set forth in Section 7.3(n) .

“ Restricted Period ” has the meaning set forth in Section 5.3(a) .

“ Revenues ” means, for any given period of time, a sum equal to the aggregate of all amounts actually received by the Company or a Subsidiary thereof (to the extent of the Company’s allocated share thereof (provided that with respect to the Amenities Owner, each reference to the Company’s allocated share in this definition shall be based on its then current interest in distributions)) during such period (without duplication), determined on a cash basis of accounting, including: (a) all rents, expense reimbursements, termination fees and other charges received from tenants and other occupants of the Properties; (b) proceeds of rent insurance and business interruption insurance; (c) all utility or other deposits returned to the Company or a Subsidiary thereof (to the extent of the Company’s allocated share thereof); (d) interest, if any, earned on tenants’ security deposits or escrows to the extent unconditionally retained and security deposits to the extent applied pursuant to the provisions of the applicable leases; (e) interest, if any, earned, available and distributed to the Company or to a Subsidiary thereof (to the extent of the Company’s allocated share thereof) on the Company’s (or any of its Subsidiaries’) reserves or other funds, or on any escrow funds deposited by the Company or a Subsidiary thereof (to the extent of the Company’s allocated share thereof) with others or on any loans made by the Company or such Subsidiary; (f) the amount of any released reserves that are not used to pay Expenses (other than reserves established in connection with Capital Transaction

the release of which shall constitute “Capital Proceeds” as provided in the definition thereof); and (g) cash or other receipts (other than revenues from a Capital Transaction) received by the Company or a Subsidiary thereof (to the extent of the Company’s allocated share thereof) from any other source. Notwithstanding the foregoing, Revenues shall not include (i) amounts contributed or loaned by the Members to the Company or a Subsidiary thereof pursuant to this Agreement, (ii) each tenant’s security deposit and interest thereon, if any, as long as the Company or a Subsidiary thereof has a contingent legal obligation to return that deposit or such interest thereon, (iii) amounts which, although held by the Company, may not be distributed to the Company or a Subsidiary thereof, or by the Company to its Members or by a Subsidiary thereof under applicable law or pursuant to the terms of an agreement with a third-party, or (iv) amounts arising from a Capital Transaction.

“ ROFO Acceptance Notice ” has the meaning set forth in Section 11.2(b) .

“ ROFO Acceptance Period ” has the meaning set forth in Section 11.2(a) .

“ ROFO Deposit ” has the meaning set forth in Section 11.2(b) .

“ ROFO Expiration Date ” has the meaning set forth in Section 11.2(c) .

“ ROFO Initiating Member ” has the meaning set forth in Section 11.2(a) .

“ ROFO Interest Purchase Price ” has the meaning set forth in Section 11.2(a) .

“ ROFO Membership Interests ” has the meaning set forth in Section 11.2(a) .

“ ROFO Non-Initiating Member ” has the meaning set forth in Section 11.2(a) .

“ ROFO Notice ” has the meaning set forth in Section 11.2(a) .

“ RXR Fund ” means, individually or collectively as the context shall require, (i) RXR Real Estate Value Added Fund – Fund III LP, a Delaware limited partnership, together with any one or more alternative investment vehicles or similar parallel funds and (ii) one or more other investment funds or investment vehicles, partnerships or companies directly or indirectly controlled by RXR Realty.

“ RXR Guarantor ” means, collectively, (i) RXR Real Estate Value Added Fund – Fund III LP, a Delaware limited partnership, (ii) RXR RE VAF – Fund III Parallel A LP, a Delaware limited partnership, (iii) RXR RE VAF – Fund III Parallel B LP, a Delaware limited partnership, (iv) RXR RE VAF – Fund III Parallel B (REIT) LP, a Delaware limited partnership, (v) RXR RE VAF – Fund III Parallel C LP, a Delaware limited partnership, and (vi) RXR RE VAF – Fund III Parallel D LP, a Delaware limited partnership.

“ RXR Owner ” means RXR VAF III WWP REIT LLC, a Delaware limited liability company.

“ RXR Realty ” means RXR Realty LLC, a Delaware limited liability company, together with its successors and assigns permitted under this Agreement.

“ RXR REIT ” means RXR VAF III WWP REIT LLC, a Delaware limited liability company.

“ RXR REIT Shares ” means the limited liability company interests in the RXR REIT.

“ SEC ” means the United States Securities and Exchange Commission.

“ Section 11.4(d) Interest Sale ” has the meaning set forth in Section 11.4(e) .

“ Section 11.4(d) Sale ” has the meaning set forth in Section 11.4(d) .

“ Securities Act ” means the Securities Act of 1933, as amended.

“ Single-Asset Person ” means a Person whose sole or substantially sole asset is its direct or indirect interest in the Company Assets.

“ SLG ” means SL Green Realty Corp., a Maryland corporation, together with its successors and assigns permitted under this Agreement.

“ SLG Guarantor ” means SL Green Operating Partnership, L.P., a Delaware limited partnership.

“ SLG OP ” means SL Green Operating Partnership, L.P., a Delaware limited partnership, together with its successors and assigns permitted under this Agreement.

“ SLG Owner ” means WWP Member LLC, a Delaware limited liability company.

“ Special Liability ” means, (i) any outstanding Member Loan made pursuant to Section 11.10(a) , and (ii) for as long as Owner Member is (1) Named Owner Member, (2) NYRT, (3) NYRT OP, (4) any liquidating trust to which the assets or properties of Named Owner Member, NYRT or NYRT OP are Transferred, or (5) any successor Person to Named Owner Member, NYRT or NYRT OP, whether by way of merger, consolidation, conversion, amalgamation or any similar transaction, (I) any outstanding liability of Owner Member and/or NYRT arising out of the Membership Interest Purchase Agreement (without derogation as to the rights of Investor Member thereunder, but without duplication for payments made thereunder) and (A) determined by final, non-appealable determination in a court of competent jurisdiction or (B) not disputed in writing by Owner Member within 15 Business Days of receipt of written notice thereof by Investor Member (which notice shall indicate in bold print in a font not less than 32 point font that failure to respond within 15 Business Days will constitute an admission of liability) and (II) any outstanding liability of Owner Member and/or NYRT arising out of that certain Contribution, Reimbursement and Indemnity Agreement (without derogation as to the rights of RXR Guarantor and SLG Guarantor thereunder, but without duplication for payments made thereunder), dated as of the date hereof, by and among NYRT, RXR Guarantor, and SLG Guarantor and (A) determined by final, non-appealable determination in a court of competent jurisdiction or (B) not disputed in writing by NYRT within 15 Business Days of receipt of written notice thereof by RXR Guarantor or SLG Guarantor (which notice shall indicate in bold print in a font not less than 32 point font that failure to respond within 15 Business Days will constitute an admission of liability).

“ Special Make-Up Loan ” has the meaning set forth in Section 7.3(h) .

“ Standard of Care ” has the meaning set forth in Section 4.1(a) .

“ Subsidiary ” means, with respect to any Person, any entity in which such Person holds a majority ownership interest, whether directly or through one or more other Persons and “ Subsidiaries ” shall mean such entities, collectively; provided that, Amenities Owner shall be deemed a Subsidiary of the Company and of Amenities Holdings.

“ Substituted Member ” means any Person admitted to the Company as a Member pursuant to the provisions of Section 11.8 . For the avoidance of doubt, the Members as of the date hereof shall not be Substituted Members.

“ Tag Along Initiating Member ” has the meaning set forth in Section 11.3 .

“ Tag Along Initiating Membership Interests ” has the meaning set forth in Section 11.3 .

“ Tag Along Member ” has the meaning set forth in Section 11.3 .

“ Tag Along Membership Interest ” has the meaning set forth in Section 11.3 .

“ Tag Along Percentage Share ” has the meaning set forth in Section 11.3 .

“ Tag Along Response Period ” has the meaning set forth in Section 11.3 .

“ Tag Along Sale Notice ” has the meaning set forth in Section 11.3 .

“ Tax Items ” has the meaning set forth in Section 10.3(a) .

“ Tax Matters Representative ” has the meaning set forth in Section 6.7(a) .

“ Tenant Notice Letter ” has the meaning set forth in Section 11.5(b)(i)(C) .

“ Third-Party Adjusted Gross Cash Price ” means the gross cash price offered by a Third-Party Buyer to purchase the Forced Sale Property free and clear of all liabilities secured by or otherwise relating to the Forced Sale Property (plus the principal amount of Company Loans to the extent to be assumed), reduced by the amount of any assumption fees, prepayment premiums and penalties, defeasance costs (as estimated by Chatham Financial or another third party reasonably agreed to by Owner Member and Investor Member) and other similar costs, fees and expenses, in each case, to the extent payable by Seller, the Company or any Subsidiary of the Company at the closing of the sale of the Forced Sale Property.

“ Third-Party Buyer ” has the meaning set forth in Section 11.4(a) .

“ Transaction Documents ” has the meaning set forth in the Membership Interest Purchase Agreements.

“ Transfer ” means, with respect to the Membership Interest of any Member, any transfer, sale, pledge, hypothecation, encumbrance, assignment or other disposition, directly or indirectly, through any one or more intermediaries, of all or any portion of or in that Membership Interest or any right to receive proceeds therefrom (whether voluntarily, involuntarily, by operation of law or otherwise).

“ Transfer Tax Returns ” means transfer tax forms issued by the taxing authorities with respect to Transfer Taxes.

“ Transfer Taxes ” means taxes imposed under Article 31 of Chapter 60 the Tax Law of the State of New York and the regulations applicable thereto, as amended from time to time, or Article 21 of Title 11 of the Administrative Code of the City of New York and the regulations applicable thereto, as amended from time to time, including any interest and penalties with respect thereto.

“ Transfer Tax Special Liability ” means any Special Liability pursuant to clause (i) of the definition of “Special Liability”.

“ Valid Contract ” means a contract for the sale of the Forced Sale Property that (a) provides for a then customary market-standard deposit (which in no event shall be less than 5% of the purchase price) to be paid simultaneously with the execution of such contract, (b) contains no financing contingencies, (c) provides for no recourse to the assets of the Members of the Company, other than the Company’s interest in the Forced Sale Property (but which may provide for recourse (i) to a customary, market-rate holdback or (ii) to the Company, in each case for customary surviving indemnification obligations, subject to customary survival periods and customary maximum liability amounts), (d) shall provide for an all cash payment of the purchase price for the Forced Sale Property, unless the Forced Sale Property will be sold subject to the assumption of the existing Mortgage Indebtedness and the existing Mezzanine Indebtedness, in which case such contract may provide for the purchase and sale of the Forced Sale Property subject to the then existing Mortgage Indebtedness and the then existing Mezzanine Indebtedness if the applicable conditions set forth in Section 11.4 are met and (e) is otherwise on customary and commercially reasonable terms (including closing to occur within 120 days after the date thereof, inclusive of all extension rights).

“ Worldwide Plaza Amenities ” means, collectively, (a) the commercial condominium units in the condominium project established by a Declaration of Condominium recorded May 2, 1989 in the City Register of New York County in Reel 1568 Page 2399 (being, respectively, Tax Lot Nos. 1001, 1002 and 1003 of Block 1040 of Section 4 on the Tax Map of the City of New York) and (b) the parcels of land, together with the improvements located thereon, known as Tax Lots Nos. 50 and 8001 of Block 1040 of Section 4 on the Tax Map of the City of New York.

1.2 Terms Generally . For all purposes of this Agreement, except as otherwise expressly provided or unless the context otherwise requires:

(a) the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Agreement as a whole and not to any particular Article, Section or other subdivision;

(b) the words “including” and “include” and other words of similar import shall be deemed to be followed by the phrase “without limitation”;

(d) references herein to “Dollars” and “$” are to United States Dollars;

(e) references herein to any agreement, document or other written instrument, including this Agreement, shall be a reference to such agreement, document or instrument together with all exhibits, schedules, annexes, attachments and appendices thereto, and in each case as amended, restated or supplemented from time to time in accordance with the terms thereof;

(f) references herein to any statute, rule or regulation means such statute, rule or regulation as it shall be amended from time to time and shall include any similar successor statute, rule or regulation; and

(g) references herein to any gender includes each other gender.

ARTICLE 2

ORGANIZATION

2.1 Formation and Continuation . The Company was formed as a Delaware limited liability company under the Act upon the filing of the Certificate of Formation (the “ Certificate of Formation ”) with the Secretary of State of the State of Delaware on June 1, 2009. The rights, powers, duties, obligations and liabilities of the Members (in their respective capacities as such) shall be determined pursuant to the Act and this Agreement. To the extent that the rights, powers, duties, obligations and liabilities of any Member (in his capacity as such) are different by reason of any provision of this Agreement than they would be in the absence of such provision, this Agreement shall, to the extent permitted by the Act, control.

2.2 The Name . The name of the Company is WWP Holdings, LLC, and all business of the Company shall be conducted in that name or in such other names that comply with Applicable Law as the Managers may select from time to time by Board Approval.

2.3 Registered Office; Registered Agent; Principal Office; Other Offices . The registered office of the Company required by the Act to be maintained in the State of Delaware shall be Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801. The registered agent of the Company in the State of Delaware shall be CT Corporation or such other Person or Persons as the Managers may designate from time to time by Board Approval and in the manner provided by Applicable Law. The principal office of the Company shall be at c/o RXR Realty LLC, 625 RXR Plaza, Uniondale, New York 11556 or such place as the Managers by Board Approval may designate from time to time, provided that at any time, and without Board Approval, Investor Member may designate by written notice to Owner Member that the principal office of the Company has been changed to c/o SL Green Realty Corp., 420 Lexington Avenue, 19 ^th Floor, New York, New York 10170, or reverted to the principal office of the Company as of the Closing Date as set forth above.

2.4 Purposes . The purpose of the Company is (a) to directly or indirectly own, manage, operate, improve, finance, refinance, develop, redevelop, construct, renovate, market, lease, sell and otherwise deal with and dispose of the Property, and (b) to conduct all activities

reasonably necessary or desirable to accomplish the foregoing purposes. Subject to the provisions of this Agreement, the Company shall have the power and authority to take any and all actions necessary, appropriate, advisable, desirable or incidental to or for the furtherance and accomplishment of the foregoing purposes. Notwithstanding anything herein to the contrary, nothing set forth herein shall be construed as authorizing the Company to possess any purpose or power, or to do any act or thing, forbidden by law to a limited liability company organized under the laws of the State of Delaware.

2.5 Powers of the Company . Subject to Article 4 and the other provisions of this Agreement, the Company (a) may enter into and perform any and all documents, agreements and instruments, all without any further act, vote or approval of any Member, and (b) may authorize any Person (including any Manager or Participating Member) to enter into and perform its obligations under any documents on behalf of the Company.

2.6 Term . The term of the Company commenced on the date of filing of the Certificate of Formation, and shall continue until dissolved in accordance with the terms of this Agreement.

2.7 No State-Law Company . The Members intend that the Company shall not be a partnership (including a limited partnership) or joint venture, and that no Member, Manager, representative or officer shall as a result of its being a party to this Agreement, be a partner or joint venturer of any other Member or Manager, for any purposes other than U.S. federal, and, if applicable, state and local tax purposes, and this Agreement shall not be construed to the contrary. Notwithstanding the immediately preceding sentence, the Members intend that the Company shall be treated as a partnership for U.S. federal income tax purposes and, if applicable, state and local tax purposes, and each Member and the Company shall file all Tax returns, and otherwise take all Tax positions, in a manner consistent with such treatment. Neither the Members nor the Company shall make any election under Section 301.7701-3 of the Regulations, or any comparable provisions of state or local law, to treat the Company as an association taxable as a corporation for U.S. federal income tax, state or local tax purposes.

ARTICLE 3

MEMBERSHIP INTERESTS

3.1 Members . As of the date of this Agreement, the Members have Capital Accounts in the amount set forth opposite each such Member’s name on Exhibit A , and the respective names, mailing addresses and Percentage Interests of the Members shall be as set forth on Exhibit A , as amended from time to time in accordance with the terms of this Agreement. To the extent that any adjustment of Exhibit A is required pursuant to this Agreement, whether as a result of the Transfer of any Membership Interest (or any portion thereof), the admission of any additional Member or Substitute Member or any Additional Capital Contribution, the parties hereto acknowledge and agree that Exhibit A shall automatically be deemed amended and restated to reflect the correct name and Percentage Interest of each Member in accordance with the Records of the Company without further action by any of the parties hereto and the Administrative Member shall prepare and deliver to the Members documentation and evidence of such amendment and restatement.

3.2 Additional Membership Interests . Except as provided otherwise in this Agreement, the Company shall not issue any additional Membership Interests to any Person.

ARTICLE 4

ADMINISTRATIVE MEMBER; BOARD OF MANAGERS; MAJOR DECISIONS

4.1 Administrative Member .

(a) Management by Administrative Member . Subject to the provisions of this Agreement, the Administrative Member shall have the exclusive right, power and authority to manage the day-to-day operations of the Company (including to cause any action or any decision in any Subsidiary of the Company with respect to its day-to-day operations) and to implement each Approved Annual Budget and Approved Annual Business Plan in accordance with the terms hereof and thereof and Applicable Law. The Administrative Member shall (i) operate the Company and the Property in accordance with the Approved Annual Business Plan and Approved Annual Budget, (ii) act in a manner consistent with the terms and conditions of this Agreement, (iii) without derogating from the provisions of Section 5.1 , manage and operate the Property in compliance with Applicable Law and in accordance with the prevailing standards applicable to managing partners and managing members of similar Class A real property located in the Borough of Manhattan in the City of New York (the “ Standard of Care ”) and (iv) devote such time to the Company and its business as may be prudent, appropriate and necessary to conduct the operations of the Company and its Subsidiaries in an efficient manner and to carry out the Administrative Member’s responsibilities as set forth herein. Without limiting the generality of the foregoing, subject to Section 4.1(b) , the Administrative Member is hereby authorized to execute and deliver on behalf of the Company and its Subsidiaries any and all documents, contracts, certificates, agreements and instruments, and to take any action of any kind and to do anything and everything the Administrative Member deems necessary, desirable or appropriate in accordance with the provisions of this Agreement and the Act. One or more affiliates of Investor Member shall provide property management and leasing services to the Company and its Subsidiaries in accordance with, and for the term of, the Property Management and Leasing Agreement. Without limiting the foregoing, the Administrative Member shall undertake commercially reasonable actions to rebrand the Property consistent with the Annual Business Plan, and shall, subject to Section 4.2(b) , take such commercially reasonable actions as it determines are appropriate to seek to secure a renewal of the Cravath, Swaine & Moore LLP lease.

(b) Removal of Administrative Member . Following the occurrence of a Cause Event, but in any event within 30 days after the later of (i) the occurrence of such Cause Event or (ii) the Participating Member that is not the Administrative Member first obtaining knowledge of the occurrence of such Cause Event, such Participating Member that is not the Administrative Member may remove the Administrative Member in its capacity as Administrative Member of the Company by providing written notice of such removal (the date of such removal, the “ Removal Date ”). In such event, in addition to its rights and obligations under Section 4.1(c) , if the removed Administrative Member is the Investor Member, then (i) the Investor Member shall cease to be the Administrative Member and the Owner Member shall be the Administrative Member and (ii) the Property Management and Leasing Agreement shall terminate and the Owner Member shall appoint as the replacement for the Investor Member (or its Affiliates) to provide the services provided under the Property Management and Leasing

Agreement an unaffiliated third-party asset manager experienced and recognized in managing Class A office buildings in Manhattan. If the removed Administrative Member is the Owner Member, then the Owner Member shall cease to be the Administrative Member and the Investor Member shall be the Administrative Member, provided that if the only Cause Event resulting in the removal of the Owner Member as Administrative Member was the occurrence of a Key Person Event, the Owner Member shall be reinstated as Administrative Member upon the occurrence of a Key Person Event Cure.

(c) Effect of Removal of Administrative Member . If the Administrative Member is removed in accordance with Section 4.1(b) :

(i) from and after the Removal Date, the Participating Member removed as the Administrative Member shall hold its Membership Interest in the Company as a non-administrative Member and shall no longer have any of the authority or approval rights given solely to the Administrative Member hereunder;

(ii) the Participating Member removed as the Administrative Member shall have no further duties or obligations as Administrative Member under this Agreement; and

(iii) all bank accounts, contracts, deposits, accounts or other items in the control of the Administrative Member with respect to the Company and its Subsidiaries shall be transferred to the control of the replacement Administrative Member or its designee, and the Participating Member removed as the Administrative Member shall promptly execute such instruments and take such actions as reasonably necessary to effect such transfer.

4.2 Board of Managers; Major Decisions .

(a) Board of Managers .

(i) Subject to Section 4.2(b), the Major Decisions of the Company shall be made in accordance with Section 4.2(b) by a board of managers (the “ Board ”) consisting of three or four members (as determined by the Owner Member) (together with any additional Persons hereafter appointed as a member of the Board in accordance with the provisions of this Agreement, for so long as such Person shall be a member of the Board, each a “ Manager ”); provided that each Manager, other than the Managers named in this Agreement, shall meet the Qualifications Standard. In either case, the Investor Member shall designate two Managers, one of whom shall be designated by RXR REIT and the other by WWP Member LLC. If the Owner Member elects a three member Board, then the Owner Member shall appoint one Manager who shall initially be Wendy Silverstein. If the Owner Member elects a four member Board, then the Owner Member shall appoint two members, who shall initially be Wendy Silverstein and a person who meets the Qualifications Standard. The Managers shall be “managers” within the meaning of the Act (it being understood, however, that, except for an express authorization of a Manager to enter into and perform its obligations under any documents on behalf of the Company pursuant to Section 2.5 , no individual Manager shall have the power or authority to bind the Company). Each Participating Member which has the

right to designate a Manager shall have the right to remove, replace or fill a vacancy with respect to its designee; provided such replacement meets the Qualifications Standard. If any Manager ceases to meet the Qualifications Standard, he or she shall cease to be a Manager.

(ii) The Board shall meet at the request of either Participating Member at such times and places as shall be determined by the Managers, provided the Managers shall meet as often as necessary to carry out the management functions of the Board. The presence of a majority of the Managers then holding office, including at least one Manager designated by the Owner Member, shall constitute a quorum for the transaction of business (provided that each Manager is notified of the meeting by written notice no fewer than three (3) Business Days and no more than thirty (30) days prior to the date of the meeting), but if, at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time until a quorum shall have been obtained. Telephonic participation in any meeting by any Manager shall constitute such Manager’s presence at such meeting for all purposes of this Agreement.

(iii) Any action by the Board may be taken without a meeting by written resolution if a copy of such resolution is delivered to each Manager, and shall be effective upon the date on which such resolution is approved in writing by the requisite Managers whose approval thereto would be required to approve such action at a duly convened meeting of the Board.

(iv) Notwithstanding anything contained in this Agreement to the contrary, (i) so long as a Key Person Event Cure of the applicable Key Person Event has not occurred, for the initial 45 days following the occurrence of such Key Person Event all actions requiring the consent of the Manager appointed by Owner Member shall instead require the consent of Owner Member and (ii) thereafter, unless a Key Person Event Cure has previously occurred with respect to such Key Person Event, “ Board Approval ” shall mean the unanimous approval of the Manager appointed by SLG and the Manager appointed by RXR Realty and shall not require the approval of any Manager appointed by Owner Member, and Investor Member and the Managers appointed by SLG and RXR Realty shall have the exclusive power and authority to propose and execute any Major Decision and any other decision or action of the Company, including, to send a Call Notice without the consent of Owner Member or its appointed Managers; provided that any Major Decision pursuant to clauses (a), (b), (c), (d), (e), (f), (g), (i), (j), (y) and (z) of the definition thereof, and any agreement or commitment, or causing the Company or any Subsidiary thereof to agree or commit, to make any such Major Decision, in each case, shall continue to require the consent of Owner Member.

(b) Major Decisions . Proposals for any of the Companies to take any action that constitutes a Major Decision may be made only by the Administrative Member. Each Major Decision shall be subject to Board Approval, other than Major Decisions that are Operational Major Decisions, which may be approved by Board Approval or the unanimous approval of the Participating Members.

Notwithstanding anything to the contrary contained herein, for so long as the Property Management and Leasing Agreement or any replacement thereof is in full force and effect with an Affiliate of any Participating Member as property manager and leasing agent, the assertion of any default and the commencement of legal action with respect thereto shall be made by the Participating Member who is not affiliated with the property manager and leasing agent, without the participation of the Board or the Participating Member whose Affiliate is a counterparty to such agreement; provided, however, if the property manager and leasing agent is an Affiliate of either or both of SLG or RXR Realty, the assertion of any default or the commencement of legal action shall be made solely by the Owner Member without participation of the Board. If (i) an Affiliate of Investor Member is acting as property manager and leasing agent under the Property Management and Leasing Agreement, (ii) there is an event of default by such property manager and leasing agent under the Property Management and Leasing Agreement that would permit termination of the Property Management and Leasing Agreement and (iii) such default is solely the result of an act or omission of an Affiliate of SLG or SLG OP on the one hand or an Affiliate of RXR Realty on the other hand, then prior to terminating the Property Management and Leasing Agreement, Owner Member shall cause the Company or a Subsidiary thereof to deliver to Investor Member 30 days prior written notice and if, within such 30 days period any Affiliate of SLG or SLG OP, on the one hand, or RXR Realty on the other hand, as applicable, ceases to provide services under the Property Management and Leasing Agreement and an Affiliate of the other of SLG or SLG OP, on the one hand, or RXR Realty on the other hand provides such services, then none of Owner Member, the Company, or its Subsidiaries shall terminate the Property Management and Leasing Agreement on account of such event of default.

4.3 Reimbursement . To the extent provided in the Approved Annual Budget or in the Property Management and Leasing Agreement, the Company shall reimburse the Participating Members and the Managers for the third-party out-of-pocket expenses paid or incurred in connection with the management of the business and affairs of the Company and the implementation of each Approved Business Plan; provided that the Managers shall not be entitled to any other expense reimbursements in connection with the performance of their duties as Managers, except as provided in the Property Management and Leasing Agreement, and in no event shall any Member be entitled to reimbursement for employee costs or overhead except as expressly provided in the Property Management and Leasing Agreement.

4.4 Officers or Agents . The Administrative Member may, from time to time, appoint officers or agents of the Company who shall exercise such powers and perform such duties as shall be delegated from time to time by the Administrative Member, subject to the limitations on the Administrative Member’s powers and authority as set forth herein. The officers or agents, to the extent of the powers delegated to them by the Administrative Member (subject to the limitations on the Administrative Member’s powers and authority set forth herein), are agents of the Company for the purposes of the Company’s business and the actions of the officers or agents taken in accordance with such powers shall bind the Company.

4.5 Subsidiaries of the Company . All of the provisions of this Agreement regarding the management and governance of the Company shall apply to the management and governance of each Subsidiary of the Company, whether any such Subsidiary is managed or controlled directly or indirectly by the Company, as member, manager, partner, stockholder or otherwise. Any action to be taken by any of such Subsidiaries shall for all purposes hereof be construed as an action taken by the Company and shall be subject to the same rights and limitations granted

and imposed on the Members under this Agreement, subject to any additional rights and limitations granted or imposed in the governing documents of such Subsidiary. Without limiting the generality of the foregoing, and notwithstanding anything contained herein to the contrary, any and all references herein to the Company or any Participating Member taking, causing or directing any action on behalf of a Subsidiary of the Company shall be deemed to refer to the Company causing, or such Participating Member causing the Company to cause, in its capacity as a direct or indirect partner, member or stockholder of such Subsidiary, such action to be taken for and on behalf of such Subsidiary.

ARTICLE 5

MEMBER MATTERS

5.1 Limitation on Member Liability; Indemnification .

(a) To the fullest extent permitted by Applicable Law (including the LLC Act), (i) no Member nor any Manager shall be bound by any fiduciary duty to the Company or the Members and (ii) each Member hereby fully, unconditionally and irrevocably waives any right to assert or bring any claim or action against any other Member or any Manager for breach of fiduciary duty; provided that nothing contained in this Agreement shall release any Member from, or be deemed to limit any Member’s liability for, or result in the waiver of any rights by the Company or the Members (except as set forth in the last sentence of this Section 5.1(a)) with respect to (1) any Member’s fraud, bad faith, willful misconduct or gross negligence in the conduct of its rights or obligations under this Agreement, (2) any action by a Member or a Manager designated by a Member that (A) constitutes a material breach of this Agreement, (B) is outside of the authority granted to such Member or the Manager (as applicable) pursuant to this Agreement or (3) any act or omission that breaches the Standard of Care or (4) any act or omission that constitutes a Cause Event that gives rise to removal of the Administrative Member. Notwithstanding anything to the contrary contained herein, in no event may the Comfort Member bring an action against another Member, with respect to any matter arising under this Agreement, except for a breach of this Agreement; provided that the Comfort Member shall have no right to bring an action against another Member asserting a breach of Sections 4.1(a)(i), (iii) or (iv) , including a breach of the Standard of Care.

(b) The Company shall indemnify and hold harmless the Managers, Members and their Affiliates, as well as their respective officers, directors, equity holders, members, partners, stockholders, other equity holders and employees (each, an “ Indemnitee ”), from and against all losses, claims, damages, losses, joint or several, expenses (including reasonable attorneys’ fees and other legal fees and expenses), judgments, fines, settlements, and other amounts (collectively, “ Losses ,” and each, a “ Loss ”), to the extent such Losses are not fully reimbursed by insurance, arising directly or indirectly from the ownership, operation, use, maintenance or management of the Property or by reason of its acts or omissions which are for or on behalf of the Company and taken in accordance, or believed in good faith to be in accordance, with such Member’s responsibilities and obligations under this Agreement; provided , that the foregoing indemnity shall not apply (i) to claims, actions, suits or proceedings between Members and their Affiliates or (ii) to the extent the same arise out of or result from the criminal conduct, fraud, gross negligence or willful misconduct of such Indemnitee.

(c) The indemnification and agreement to hold harmless set forth in this Section 5.1 is recoverable only out of the Company’s net assets and not from the Members or the Managers.

(d) To the fullest extent permitted by Applicable Law, each Member shall defend and indemnify the Company and the other Members and Managers against, and shall hold it and them harmless from, any costs as and when incurred by the Company or the other Members in connection with or resulting from such indemnifying Member’s or its designee as Manager’s criminal conduct, fraud, gross negligence or willful misconduct.

5.2 Use of Company Property . Except as described herein, no Member shall make use of the property or funds of the Company, or assign its rights to specific Company property, other than Participating Members for the business or benefit of the Company as permitted hereunder.

5.3 Key Tenant Solicitation .

(a) During the period beginning on the Effective Date and ending on the date that is 3 years prior to the currently scheduled expiration date of a Key Tenant’s Lease (such period being the “ Restricted Period ”), except as expressly permitted under the terms of this Section 5.3 , in no event shall SLG or RXR Realty (or any of their respective Affiliates) solicit or negotiate with such Key Tenant to enter into a lease at a separate property which is owned or managed by SLG or RXR Realty (or such Affiliate), as applicable.

(b) Notwithstanding the terms of Section 5.3(a) above, if a Key Tenant or any broker or other third party contacts either SLG or RXR Realty (or any of their respective Affiliates) (the party so contacted being hereinafter referred to as the “ Applicable Party ”) regarding the leasing of space at a property (an “ Alternative Property ”) that is owned, either directly or indirectly, by the Applicable Party together with a third party investor (a “ Joint Venture Partner ”), then the Joint Venture Partner (either itself or through an independent leasing agent) shall not be restricted from negotiating a lease with such Key Tenant; provided, that (i) to the extent that the Joint Venture Partner commences such negotiations, the Applicable Party shall notify Owner Member of such commencement of negotiations (but, for the avoidance of doubt, shall have no obligation to provide any other information with respect thereto), (ii) the Applicable Party recuses itself from lease negotiations with the applicable Key Tenant with respect to space at the Alternative Property and (iii) upon the written request of Owner Member, the Applicable Party recuses itself from negotiations with the applicable Key Tenant with respect to space at the Property.

(c) After the expiration of the Restricted Period with respect to each Key Tenant, neither SLG nor RXR Realty (nor any of their respective Affiliates) shall be restricted from soliciting or negotiating with any Key Tenant; provided, that SLG or RXR Realty, as applicable, shall (i) notify Owner Member of such commencement of negotiations (but, for the avoidance of doubt, shall have no obligation to provide any other information with respect thereto) and (ii) recuse itself from negotiations with the such Key Tenant with respect to space at the Property. In addition, the restriction set forth in Section 5.3(a) above shall have no further force or effect with respect to a Key Tenant from and after the date, if any, that such Key Tenant, whether pursuant to such Key Tenant’s Lease or otherwise, notifies the Company, any

Participating Member, any Subsidiary, any Affiliate of any of the foregoing or any leasing agent engaged by any of the foregoing that such Key Tenant will not be renewing or will be terminating such Key Tenant’s Lease.

ARTICLE 6

REPORTING; ANNUAL BUSINESS PLANS AND BUDGETS; BOOKS AND RECORDS;

EXPENSES AND OTHER MATTERS

6.1 Reporting .

(a) Monthly Reports . As soon as reasonably practicable, but no later than the fifteenth of each month, the Administrative Member shall furnish, or cause the Company to furnish (in each case, at the Company’s expense), to the other Participating Member the following information:

(i) a monthly trial balance;

(ii) a current rent roll;

(iii) bank account reconciliation; and

(iv) (A) supporting documentation for all balance sheet accounts classified within “Cash and Cash Equivalents” on the Company’s balance sheet, (B) a system generated report of tenant receivables, (C) a system generated report of accounts payable, (D) a system generated general ledger (such general ledger shall be downloaded into MRI or other systems reasonably requested by a Participating Member), (E) a schedule of accrued expenses and (F) supporting documentation for all other balance sheet accounts in excess of $100,000, in each case, at or as of the applicable reporting date.

(b) Quarterly Reports . As soon as reasonably practicable, but no later than 30 days after the last day of each Fiscal Quarter, the Administrative Member shall furnish, or cause the Company to furnish (in each case, at the Company’s expense), to the Participating Members (and with respect to Sections 6.1(b)(i) – (iv) , the Comfort Member; provided that (x) the failure to provide the items in Sections 6.1(b)(i) – (iv) to the Comfort Member shall not be a default hereunder by the Administrative Member but (y) notwithstanding the foregoing clause (x), the Comfort Member shall be entitled to make a claim against the Company with respect to the failure to provide such items if such items were provided to the Members other than the Comfort Member) the following information:

(i) a report which includes with respect to the Companies a complete set (excluding footnotes) of unaudited financial statements of the Companies, prepared in accordance with GAAP, including a balance sheet for the Company as of the end of such Fiscal Quarter, together with related statements for income, Members’ capital and cash flows for such Fiscal Quarter, all in reasonable detail and stating in comparative form the respective figures for the corresponding date and period for the prior Fiscal Quarter; and

(ii) a report describing the qualification of the Company’s assets as of the end of such quarter with the REIT asset test under Section 856(c)(4) of the Code;

(iii) a report describing the qualification of the Company’s income for the calendar year through such date with the REIT income tests under Section 856(c)(2) and (3) of the Code;

(iv) a report describing any “impermissible tenant services income” (as defined in Section 856(d)(7) of the Code) of the Company for the calendar year through such date; and

(v) such other information as a Participating Member shall reasonably request in order to determine its (or its direct or indirect investor’s) qualification as a REIT or otherwise to meet all financial statement, reporting and other requirements of the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder applicable to any REIT and its Subsidiaries, provided that if the Company or a Participating Member incurs any out of pocket expenses in furnishing the requested information, such expenses shall be borne by the requesting Participating Member.

(c) Audited Financial Statements . As soon as reasonably practicable, but no later than (i) 60 days after the close of the Fiscal Year ending December 31, 2017 and (ii) 75 days after the close of each Fiscal Year thereafter, the Administrative Member shall furnish, or cause the Company to furnish (in each case, at the Company’s expense), to the other Members annual statements audited by the Accountants which shall include a balance sheet for the Company as of the end of such Fiscal Year, together with related statements of income, Members’ capital and cash flows for such Fiscal Year, all in reasonable detail and stating in comparative form the respective figures for the corresponding date and period in the prior Fiscal Year, which shall be prepared on a GAAP basis. Owner Member shall reasonably cooperate in compiling any tax audit with respect to 2017, including Owner Member or an officer of Owner Member providing a representation letter as required by the Company’s auditor to audit the 2017 financial statements for periods prior to Closing. Notwithstanding the foregoing, (i) the failure to provide the items in this Section 6.1(c) to the Comfort Member shall not be a default hereunder by the Administrative Member but (ii) notwithstanding the foregoing clause (i), the Comfort Member shall be entitled to make a claim against the Company with respect to the failure to provide such items if such items were provided to the Members other than the Comfort Member.

(d) Lender Reporting and Correspondence . The Administrative Member shall deliver to each Participating Member a copy of each financial statement and other periodic report required to be delivered to any agent or lender pursuant to the terms of any Loan Document simultaneously with the delivery of such statement or other report under such Loan Document. The Administrative Member shall promptly deliver to the Participating Members all material correspondence between any of the Companies and the lenders (including all notices of default and notices of non-compliance and the Companies’ response thereto).

(e) Access . Upon request, the Administrative Member and the Company shall permit each Participating Member to (i) visit the Property and (ii) examine and review the financial records, books of account, Records and other documents of the Companies, in each case, during normal business hours and upon reasonable notice.

6.2 Annual Business Plans; Annual Budgets; Arbitration .

(a) Prior to the date of this Agreement, the Participating Members have approved the Initial Budget (which shall constitute an Approved Budget and an Approved Business Plan) for the Current Budget Year and the 2018 Budget Year. Not later than 45 days prior to the end of each Budget Year subsequent to the 2018 Budget Year, the Administrative Member shall prepare and submit to the Board a proposed Annual Business Plan (including a proposed Annual Budget) for the succeeding Budget Year. If any Manager objects to the proposed Annual Business Plan (including a proposed Annual Budget) or any portion thereof, such Manager shall provide to the other Managers, within 10 days after receipt of the proposed Annual Business Plan (including a proposed Annual Budget), a notice specifying, in reasonable detail, such objections (an “ Objection Notice ”). Upon receipt of an Objection Notice, the Managers shall work together to modify the proposed Annual Business Plan (including a proposed Annual Budget) to resolve any disagreements as to the proposed Annual Business Plan (including a proposed Annual Budget). If, prior to the commencement of any Budget Year, the Board has not approved the amount to be allocated to all line items set forth in the proposed Annual Budget for such Budget Year, then, as to any disputed line items, whether then subject to an Objection Notice or otherwise, the amount budgeted for such line item shall be deemed to be the amount, as adjusted for any increase in the CPI and for the actual amount of any Necessary Expenses, of the corresponding line item in the immediately preceding Budget Year’s Approved Budget, and such amount shall be controlling until such time as such disputed line item receives Board Approval or is resolved pursuant to arbitration in accordance with Section 6.2(b) .

(b) Arbitration . In the event of any dispute under Section 6.2(a) with respect to the Annual Business Plan or the Annual Budget, between Owner Member and/or its appointed Manager on the one hand, and Investor Member and/or the SLG or RXR Realty appointed Manager on the other hand, at any time, either Participating Member may submit such dispute to final and binding arbitration in New York, NY, administered by JAMS in accordance with JAMS Streamlined Arbitration Rules and Procedures in effect at that time, by an arbitrator with at least ten years of experience in operating and managing real estate operating companies owning properties similar to the Property in Manhattan. Each Participating Member shall submit to the Arbitrator its position on each matter in dispute and any applicable materials that it desires that the arbitrator consider in making its determination within 7 Business Days following the appointment of the arbitrator. The arbitrator shall consider only the materials submitted to it for resolution. The Participating Members shall cooperate with JAMS and with each other in scheduling the arbitration proceedings so that a final non-appealable award is rendered within 30 calendar days after submission to arbitration, and any notice requirements under Paragraph 14(b) of the JAMS Streamlined Arbitration Rules and Procedures or otherwise may be shortened by the JAMS arbitrator in its discretion. The non-prevailing party in such arbitration shall pay all fees and disbursements due to JAMS and the JAMS arbitrator as well as the reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) of the prevailing party incurred in connection with the arbitration. The JAMS arbitrator shall be (i) a disinterested and impartial person and (ii) selected in accordance with Paragraph “12(c)” et seq. of the JAMS Streamlined Arbitration Rules and Procedures. The JAMS arbitrator shall be bound by the provisions of this Agreement and by Applicable Law. The JAMS arbitrator shall select the position proposed by either the Owner Member or the Investor Member for each disputed line item (and no other position), which, in his or her opinion, is more consistent with the prevailing practices of prudent owners of similar Class A office buildings in Manhattan, and shall notify the Participating Members of its determination. The position selected by the JAMS arbitrator with respect to each item in dispute shall be deemed to be included in the Annual Business Plan

(including the Annual Budget). Any decision rendered by the JAMS arbitrator with respect to any matter in dispute shall be final, conclusive and binding upon the Company and the Participating Members and may be entered and enforced in any court having jurisdiction.

6.3 Books of Account . At all times during the continuance of the Company, the Administrative Member shall keep or cause to be kept true and complete books of account in which shall be entered fully and accurately each transaction of the Company and each Subsidiary thereof. Such books of account shall be kept on the basis of the Budget Year in accordance with the accrual method of accounting and shall reflect all Company and Subsidiary transactions in accordance with GAAP. All expenses incurred in connection with the above shall be borne by the Company.

6.4 Expenses . All expenses incurred in connection with the discharge of Company obligations, including those set forth in Sections 6.1 , 6.2 and 6.3 , shall be borne by the Company.

6.5 Availability of Books of Account . All of the books of account referred to in Section 6.3 and other Records, together with an executed copy of this Agreement and the Certificate of Formation, and any amendments thereto, shall at all times be maintained at the principal office of the Company or such other location as the Administrative Member may reasonably determine.

6.6 Tax Returns and Tax Elections .

(a) Administrative Member shall cause to be prepared and filed (including, at Administrative Member’s option, by engaging an Accountant or FTI Consulting), at the expense of the Company, all required federal, state and local tax returns for the Company on or before the date that such returns are due (including extensions) subject to, in the case of each tax return of the Company relating to a material amount of taxes, the other Participating Member’s approval (which approval shall not be unreasonably withheld, conditioned or delayed). The Administrative Member shall cause to be furnished an estimated statement of the Member’s distributive share of income, gains, losses, deductions and credits for such Fiscal Year on a Form K-1 to all Members within 75 days after the end of each Fiscal Year of the Company, and a final statement of the Member’s distributive share of income, gains, losses, deductions and credits for such Fiscal Year on a Form K-1 no later than July 31 following the end of each Fiscal Year of the Company, including any other tax information necessary for the Members to file the tax returns they are reasonably required by Applicable Law to file. Notwithstanding the foregoing, (i) the failure to provide the items in the preceding sentence to the Comfort Member shall not be a default hereunder by the Administrative Member but (ii) notwithstanding the foregoing clause (i), the Comfort Member shall be entitled to bring a claim against the Company with respect to the failure to provide such items if such items were provided to the Members other than the Comfort Member. All expenses incurred in connection with the above shall be borne by the Company.

(b) Except as otherwise expressly provided herein, the Administrative Member shall make all applicable elections, determinations and other decisions under the Code (or any other federal or state law), including the deductibility of a particular item of expense and the positions to be taken on the Company’s tax return, in each case subject to the other Participating Member’s consent (which consent shall not be unreasonably withheld, conditioned

or delayed). The Participating Members each shall take reporting positions on their respective U.S. federal, state and local income tax returns consistent with the positions determined for the Company. The Administrative Member shall cause the Company to have in effect an election under Section 754 of the Code (and to the extent applicable, analogous elections under state and local laws). Any accounting, tax preparation or other administrative expenses incurred (or to be incurred) by the Company or its Subsidiaries or the Administrative Member as a result of tax basis adjustments under Section 743 of the Code or related provisions shall be borne by the Company.

6.7 Tax Matters Representative . Except as otherwise expressly provided and subject to Section 11.10(a) herein:

(a) The Administrative Member is designated the “tax matters partner,” as defined in Code Section 6231(a)(7) prior to its amendment by the Bipartisan Budget Act, and effective for the first taxable year beginning after December 31, 2017 and thereafter, the Administrative Member shall serve as the “partnership representative” within the meaning of section 6223(a) of the Code, as amended by the Bipartisan Budget Act (in each such capacity, the “ Tax Matters Representative ”). The Tax Matters Representative shall appoint a “designated individual” in accordance with the requirements of Proposed Regulations Section 301.6223-1(b), as applicable. Subject to the further terms of this Section 6.7 , the Tax Matters Member is authorized and required to represent the Company (at the Company’s expense) in connection with all examinations of the Company’s affairs by tax authorities, including administrative and judicial proceedings (including any proceedings ongoing as of the Effective Date), subject to the further terms of this Section 6.7 , and to expend Company funds for professional services and costs associated therewith. The Participating Members agree to cooperate with each other and to do or refrain from doing any and all things reasonably required to conduct such proceedings. All expenses incurred in connection with any such audit and with any other tax investigation, settlement or review shall be borne by the Company. The Company hereby indemnifies and holds harmless the Tax Matters Representative from and against any claim, loss, expense, liability, action or damage resulting from its acting or its failure to take any action as the Tax Matters Representative of the Company and its Subsidiaries except where the Tax Matters Representative’s conduct is determined by a court of competent jurisdiction to be the result of gross negligence, fraud, bad faith or willful misconduct.

(b) In the event that the Company shall be the subject of an audit by any federal, state or local taxing authority, to the extent that the Company is treated as an entity for purposes of such audit, including administrative settlement and judicial review, the Tax Matters Representative shall be authorized to act for, and its decision shall be final and binding upon, the Company and each Member thereof; provided , however , that the Tax Matters Representative shall (i) notify the Participating Members of any administrative or judicial proceeding with respect to the Company, (ii) furnish the Participating Members with any material correspondence or communication relating to the Company from the Internal Revenue Service or state or local taxing authority received by the Tax Matters Representative, (iii) consult with the Participating Members and the Managers prior to taking any material action relating to the tax affairs of the Company, and (iv) make all decisions affecting the tax affairs of the Company in good faith using its reasonable business judgment (it being understood and agreed that for the purposes of this Agreement, the term “reasonable business judgment” shall refer to the “business judgment rule” as the same would be applied under Applicable Law if the Person in question were a

director of a corporation); provided, further, that notwithstanding anything to the contrary in this Section 6.7(b), to the extent such audit, including administrative settlement and judicial review, relates to a tax year of the Company or a Subsidiary thereof that ends prior to or includes the Effective Date, the Owner Member shall have the right to participate in such audit at its own expense and all decision regarding such audit shall be subject to the consent of the Owner Member, which consent shall not be unreasonably conditioned, delayed or withheld.

(c) The Tax Matters Representative shall use reasonable efforts to obtain a reduction in any imputed underpayment that may be available to the beneficial owners of any Member pursuant to section 6225 of the Code, as amended by the Bipartisan Budget Act, and Regulations thereunder, including pursuant to section 6225(c)(3) and section 6225(c)(4) of the Code, as amended by the Bipartisan Budget Act, and Regulations thereunder provided that each Member shall use commercially reasonable efforts to provide the Tax Matters Representative with any information reasonably requested by the Tax Matters Representative and necessary for the Tax Matters Representative to comply with this undertaking and, to the extent possible, the applicable Member shall be entitled to all of the economic benefit associated with any such reduction and shall not bear the economic burden associated with a higher rate or amount of taxes that is attributable to any other Member with respect to any imputed underpayment.

(d) The Members acknowledge that the Company shall elect the application of section 6226 of the Code, as amended by the Bipartisan Budget Act, for its first taxable year beginning after December 31, 2017, in the event that it receives a “notice of final partnership adjustment” that would otherwise permit collection from the Company a deficiency of tax, for each relevant year, unless the Tax Matters Representative determines after consultation with the Members (it being understood that the Tax Matters Representative shall make such determination in its sole and absolute discretion) that the election under section 6226 of the Code, as amended by the Bipartisan Budget Act, is not in the best interests of the Company or cannot be made in a timely manner, in which case the Company shall not make such election. This acknowledgment applies to each Member whether or not it owns a Membership Interest in both the reviewed year and the year of the adjustment. The Members covenant to take into account and report any adjustment, determined in accordance with section 6226 of the Code, as amended by the Bipartisan Budget Act, and any Regulations adopted therewith, to their items for the reviewed year and succeeding years prior to the year of adjustment as notified to them by the Tax Matters Representative on behalf of the Company in a statement, in the manner provided in section 6226(b) of the Code, as amended by the Bipartisan Budget Act, for the Company’s first taxable year beginning after December 31, 2017 and thereafter if reasonably permitted, whether or not such Member owns a Membership Interest or remains a Member in the year of any such statement. Any Member which fails to report its share of such adjustments on its U.S. federal income tax return for its taxable year including the date of any such statement as described immediately above shall indemnify and hold harmless the Company and the other Members against any tax, interest and penalties collected from the Company as a result of such Member’s inaction, together with interest thereon at the rate per annum then applicable to Regular Make-Up Loans, compounded annually.

(e) If the Company does not elect the application of section 6226 of the Code, as amended by the Bipartisan Budget Act, pursuant to Section 6.7(d), then, to the extent that the Company is assessed amounts under section 6221(a) of the Code, as amended by the Bipartisan Budget Act, (i) each current or former Member to which such assessment relates shall pay to the

Company such Member’s share of the assessed amounts, as determined by the Tax Matters Representative, including such Member’s share of any additional accrued interest and penalties assessed against the Company relating to such Member’s share of the assessment, upon thirty (30) days of written notice from the Tax Matters Representative requesting the payment, and (ii) if a former Member fails to pay to the Company such former Member’s share of the assessed amounts (and any additional interest) in accordance with clause (i), then the current Member who is the direct or indirect transferee of such former Member’s Membership Interest shall be liable for, and shall pay to the Company, such former Member’s share. At the reasonable discretion of the Tax Matters Representative, with respect to current Members, the Company may alternatively allow some, or all, of a Member’s obligation pursuant to the preceding sentence to be applied to and reduce the next distribution(s) otherwise payable to such Member under this Agreement.

(f) The provisions contained in this Section 6.7 shall survive the liquidation, termination and dissolution of the Company and the withdrawal of any Member or the Transfer of any Member’s Membership Interest in the Company.

ARTICLE 7

CAPITAL CONTRIBUTIONS

7.1 Capital Accounts of the Members ; Capital Contributions . On the date hereof, each Member has a Capital Account in the amount set forth opposite its name on Exhibit A under the column “Capital Account.” The Company shall not issue certificates to the Members representing any of the Membership Interests held by any Member.

7.2 No Obligation . No Member shall have any personal liability whatsoever in such Member’s capacity as a Member, whether to the Company, to any of the other Members, to the creditors of the Company or to any other third-party, for the debts, liabilities, commitments or other obligations of the Company or for any losses of the Company. No Member shall be required to lend any funds to the Company or to make any contribution of capital or any other payments to the Company, except as otherwise expressly required by this Agreement. Neither any loan made, nor any service performed, by any Member to or for the benefit of the Company shall be deemed to constitute a contribution to the capital of the Company for any purpose.

7.3 Additional Capital Contributions .

(a) If the Company requires additional capital for a Permitted Purpose, then, to the extent any Participating Member reasonably believes the funds required to accomplish such Permitted Purpose cannot reasonably be obtained from existing funds or operating activities during the relevant period, such Participating Member may send a notice (a “ Call Notice ”) to the other Members that sets forth: (i) the relevant Permitted Purpose; (ii) the aggregate amount the Participating Member submitting the Call Notice has determined is required to accomplish such Permitted Purpose (the “ Capital Call Amount ”); (iii) the amount of each Member’s pro rata share of the Capital Call Amount (the “ Pro Rata Share ”), determined in accordance with the Membership Interest of such Member as of the date of the Call Notice (provided that with respect to a Call Notice for additional capital contributions required to be funded pursuant to Section 7.3(c) , each Member’s Pro Rata Share shall be deemed to be its Pro Rata Share as of the Effective Date); and (iv) the date by which the Capital Call Amount must be paid to the

Company, which date shall be not less than 20 days following the date of delivery of such Call Notice. Within ten days after the date of receipt of such Call Notice, each Member shall notify the other Members, the Administrative Member, and the Managers whether such Member intends to make any Additional Capital Contribution pursuant to such Call Notice (any Additional Capital Contributions made after the date hereof solely for purposes of funding the accomplishment of a Permitted Purpose are referred to herein as “ Additional Capital ”). Notwithstanding anything to the contrary contained herein, Owner Member shall not be permitted to deliver a Call Notice if a Key Person Event has occurred and a Key Person Event Cure has not occurred with respect thereto.

(b) The Owner Member represents that as of the Effective Date, it (or NYRT) has reserved an amount equal to $90,693,167, representing 110% of the $82,448,334 of the capital required to be funded by Owner Member, including the portion thereof that is attributable to the Comfort Member’s share of such required capital (based on their respective Pro Rata Shares of the capital required to be funded by additional capital contributions in the Initial Budget).

(c) The Owner Member and the Investor Member each agree to contribute its Pro Rata Share of capital required to be funded by additional capital contributions for the purposes set forth in the Initial Budget. If (i) Owner Member shall fail to contribute its Pro Rata Share of capital required to be funded by additional capital contributions for the purposes set forth in the Initial Budget or any other Owner Requested Capital, and such failure continues for a 10 day period following the date set forth in the Call Notice by which the Capital Call Amount must be paid to the Company or (ii) Comfort Member shall be a Non-Contributing Member with respect to its Pro Rata Share of capital required to be funded by additional capital contributions for the purposes set forth in the Initial Budget or any other Owner Requested Capital (such Failed Contribution by the Comfort Member, a “ Comfort Member Special Failed Contribution ”) and Owner Member shall fail to advance the Comfort Member Special Failed Contribution within 20 days of receipt of the related Failure Notice, then, in each case, in addition to other rights and remedies available to Investor Member against Owner Member hereunder with respect to such failure, Owner Member and its appointed Manager(s) shall be deemed to have relinquished all rights to propose and execute any Major Decision, other than with respect to Major Decisions pursuant to clauses (a), (b), (c), (e), (f), (g), (j), (y) and (z) of the definition thereof.

(d) A Member that notifies the other Members and the Administrative Member that it does not intend to fund its Pro Rata Share of the Capital Call Amount or that fails to contribute its Pro Rata Share of the Capital Call Amount prior to the expiration of the period specified in the Call Notice is referred to herein as a “ Non-Contributing Member ” and a Member that actually funds its required contribution (a “ Funded Contribution ”) is referred to herein as a “ Contributing Member .” The Administrative Member shall give prompt notice to each of the Non-Contributing Member and the Contributing Member (a “ Failure Notice ”) of any such failure and the amount of the contribution not funded to the Company (such amount is hereinafter referred to as the “ Failed Contribution ”).

(e)

(i)

If the Owner Member is the Non-Contributing Member, within 20 days of receipt of the Failure Notice, the Investor Member shall advance the Owner Member’s Failed Contributions (other than a Failed Contribution with respect to additional capital contributions required to be contributed by Owner Member pursuant to Section 7.3(c) , which Investor Member shall have the option, but not the obligation, to advance).

(ii)

If the Comfort Member is the Non-Contributing Member, within 20 days of receipt of the Failure Notice, the Owner Member shall advance the Comfort Member’s Failed Contribution, as a Member Loan from the Owner Member to the Comfort Member, which Member Loan shall be a Regular Make-Up Loan and shall bear interest at the Owner Member’s Cost of Borrowing as then applicable to Regular Make-Up Loans to Owner Member.

(iii)

If the Investor Member is the Non-Contributing Member, within 20 days of receipt of the Failure Notice, the Owner Member may, but is not required to, advance all or a portion of the Investor Member’s Failed Contribution. If the Owner Member elects not to advance all of the Investor Member’s Failed Contribution, in addition to any other remedies available to the Owner Member under this Agreement, the Owner Member shall receive an immediate refund of all, or a specified portion, of its Funded Contribution.

(iv)

The Comfort Member shall have no right to make an advance for any portion of a Participating Member’s Failed Contribution.

(f) If the Owner Member fails to advance the Comfort Member’s Failed Contribution pursuant to Section 7.3(e)(ii) , such failure shall be treated as a Failed Contribution by the Owner Member and shall therefore be subject to an advance by Investor Member to Owner Member pursuant to Section 7.3(g) , and, to the extent that the Investor Member makes such an advance, (i) Investor Member shall elect, either (A) to treat such advance as a Member Loan to Owner Member pursuant to Section 7.3(g)(i) , (which shall be a Regular Make-Up Loan or Special Make-Up Loan, as applicable) or (B) to treat such advance as an LLC Loan pursuant to Section 7.3(g)(ii) in which event the Pro Rata Share of each of Investor Member and Owner Member (provided that Owner Member has funded its own Pro Rata Share) shall be Contributing Member LLC Loans and the advance by Investor Member of Comfort Member’s Pro Rata Share shall be a Non-Contributing Member LLC Loan, with Investor Member being the Lending Member and Owner Member being the Non-Lending Member (or, if Owner Member has not funded its own Pro Rata Share and Investor Member advances the same, the Pro Rata Share of Owner Member shall be a Non-Contributing Member LLC Loan and Owner Member shall be the Non-Lending Member with respect thereto in addition to being the Non-Lending Member with respect to Comfort Member’s Pro Rata Share) and (ii) Owner Member shall be deemed to have made a Member Loan to Comfort Member with respect thereto (notwithstanding Owner Member’s failure to make an advance pursuant to Section 7.3(e)(ii)) .

(g) If a Contributing Member that is a Participating Member is required to advance or elects to advance the Non-Contributing Member’s Failed Contribution to the Company pursuant to clause (e) above, then either (at the election by written notice from the Contributing Member to the Non-Contribution Member):

(i)

such advance shall be treated as a loan from such Contributing Member to such Non-Contributing Member(s) and as a Capital Contribution by such Non-Contributing Member(s) to the Company in the amount of such loan (a “ Member Loan ”); or

(ii)

the Contributing Member’s Pro Rata Share shall be converted into a loan from the Contributing Member to the Company (a “ Contributing Member LLC Loan ”) and the advance by the Contributing Member of the Non-Contributing Member’s Failed Contribution shall be treated as a loan from the Contributing Member that is a Participating Member to the Company (a “ Non-Contributing Member LLC Loan ” and together with the corresponding Contributing Member LLC Loan, hereinafter collectively, an “ LLC Loan ”). The Contributing Member who funds an LLC Loan shall hereinafter be referred to as the “ Lending Member ” and the Non-Contributing Member shall hereinafter be referred to as the “ Non-Lending Member ”.

(h) Each Member Loan or LLC Loan shall be either (i) a “ Special Make-Up Loan ”, if advanced (A) on account of Owner Member’s Failed Contribution with respect to Additional Capital Contributions required to be made by Owner Member pursuant to Section 7.3(c) , (B) on account of an Owner Member’s Failed Contribution for Owner Requested Capital or (C) on account of Owner Member’s failure to make a Member Loan on behalf of a Comfort Member Special Failed Contribution or (ii) otherwise, a “ Regular Make-Up Loan ”. For the avoidance of doubt, in no event shall a Member Loan to the Comfort Member constitute a Special Make-Up Loan. Following the funding of all Additional Capital Contributions required by a Call Notice, or the extension of any Make-Up Loan in lieu thereof, the Administrative Member shall send a notice to each Member setting forth the Funded Contributions made and the related Contributing Members and any Make-Up Loans made and the related Contributing Member, Non-Contributing Member, Lending Member and Non-Lending Member, as applicable.

(i) Interest shall accrue on the amount outstanding under any Regular Make-Up Loan to any Member at the Owner Member’s Cost of Borrowing. Interest shall accrue on the amount outstanding under any Special Make-Up Loan to any Participating Member at a rate equal to 17.5% per annum (compounded annually) on any aggregate outstanding principal balance of the Special Make-Up Loans to such Participating Member.

(j) If, pursuant to Section 7.3(g)(i) above, the Contributing Member funds a Member Loan, then distributions to be made to the Non-Contributing Member shall be paid directly to Contributing Member in respect of the Member Loan (together with interest accrued thereon) pursuant to Section 9.2(b) and Section 9.3(b) , which amounts shall be applied to each Member Loan until such Member Loan, and all accrued interest thereon, is paid (or deemed

paid) in full, first to accrued interest and then in reduction of principal. Other than distributions to Investor Member pursuant to the last paragraph of Section 9.2 or Section 9.3 , no distributions shall be made to a Non-Contributing Member until such Member Loan (together with all interest accrued thereon) is paid in full. If two (2) or more Member Loans to the same Non-Contributing Member shall be outstanding at the same time, and any amount is applied in payment of such Member Loans, such amount shall be deemed to have been applied to Member Loans in the chronological order in which such Member Loans were made and first to pay the accrued interest on such Member Loan and then to pay the principal amount thereof.

(k) If pursuant to Section 7.3(g)(ii) the Lending Member funds an LLC Loan, then the LLC Loan (together with interest accrued thereon) shall be paid to the Lending Member pursuant to Section 9.2(a) and Section 9.3(a) , in the priority set forth therein, which amounts shall be applied to each LLC Loan until such LLC Loan, and all accrued interest thereon, is paid (or deemed paid) in full, first to accrued interest and then in reduction of principal. Other than payments to Investor Member pursuant to the last paragraph of Section 9.2 or Section 9.3 , no distributions shall be made to the Participating Members until such LLC Loan (together with all interest accrued thereon) is paid in full. If two (2) or more LLC Loans made by the same Lending Member shall be outstanding at the same time, and any amount is applied in payment of such LLC Loans, such amount shall be deemed to have been applied to LLC Loans in the chronological order in which such LLC Loans were made and first to pay the accrued interest on such LLC Loan and then to pay the principal amount thereof.

(l) Each LLC Loan will be treated as a loan to the Company. Any tax item attributable to the interest accruing on an LLC Loan shall be considered to have been incurred by the Company. The Company shall execute, acknowledge, deliver, file and/or record, as appropriate, a note evidencing the LLC Loan and a UCC-1 financing statement with respect thereto, which is not foreclosable. Promptly upon payment of an LLC Loan in full, and simultaneously with any Transfer permitted under this Agreement, the proceeds from which will be used to repay the LLC Loan simultaneously with the Transfer, the UCC-1 financing statement filed with respect thereto shall be terminated by the filing of a UCC-3 termination statement.

(m) Each Member Loan will be treated as a loan to the Non-Contributing Member and not as a loan to the Company and any interest accruing on such Member Loan will not affect the income of the Company. However, if for any reason any Member Loan is characterized in a manner that is inconsistent with the previous sentence, any tax item attributable to the interest accruing on such loan shall be considered to have been incurred by the Non-Contributing Member. At the Contributing Member’s request, the Non-Contributing Member shall execute, acknowledge, deliver, file and/or record, as appropriate, a note evidencing the Member Loan and a UCC-1 financing statement with respect thereto, which is not foreclosable. The sole recourse for a Member Loan shall be the distributions payable to a Non-Contributing Member and the amounts due from the Non-Contributing Member pursuant to Section 11.9 . Promptly upon payment of a Member Loan in full, and simultaneously with any Transfer permitted under this Agreement, the proceeds from which will be used to repay the LLC Loan simultaneously with the Transfer, the UCC-1 financing statement filed with respect thereto shall be terminated by the filing of a UCC-3 termination statement.

(n) A Non-Lending Member shall have the right to cause the Company to repay the Non-Lending Member’s Percentage Interest of any LLC Loan (together with accrued

interest thereon from the date such LLC Loan is made until the date it is paid in full) (such amount the “ Non-Lending Member’s Contribution Amount ”) in whole, but not in part (except in connection with a partial reduction of an LLC Loan pursuant to Section 9.2 or Section 9.3 ), at any time prior to an LLC Loan Conversion of the applicable LLC Loan, by funding an Additional Capital Contribution (a “ Repayment Contribution ”) to the Company, in immediately available funds, in an amount equal to the Non-Lending Member’s Contribution Amount (and, together therewith, shall pay to the Lending Member all accrued and outstanding interest thereon). Upon a Non-Lending Member’s funding of the entire amount of a Repayment Contribution required pursuant to the preceding sentence, (x) the amount of such Repayment Contribution shall be promptly distributed to the Lending Member in reduction of the applicable LLC Loan, (y) the Lending Member’s Percentage Interest of the applicable LLC Loan (but, for avoidance of doubt, not the accrued interest thereon) shall be converted into an Additional Capital Contribution of the Lending Member as of the date the Repayment Contribution is funded by the Non-Lending Member, and (z) the paid LLC Loan will be deemed discharged as of the date the Repayment Contribution is funded by the Non-Lending Member. If a Non-Contributing Member LLC Loan that is a Special Make-Up Loan is not paid in full, together with all accrued interest thereon, as of the date that is 60 days or more after the date that such Special Make-Up Loan was made, then Investor Member as the Contributing Member shall have the right (but not the obligation) at any time thereafter in its sole and absolute discretion to elect by written notice to the Non-Lending Member to convert the entirety of the related LLC Loan (together with all accrued and unpaid interest on the portion thereof that is a Non-Contributing Member LLC Loan (but, for avoidance of doubt, not the accrued interest on the Contributing Member LLC Loan)) into a contribution of Additional Capital (the Non-Lending Member’s Percentage Interest of such Additional Capital Contribution, hereinafter the “ Non-Lending Member Default Capital Contribution ”; the Lending Member’s Percentage Interest of such Additional Capital Contribution, hereinafter, the “ Lending Member Default Capital Contribution ”) by the Lending Member, with the Non-Lending Member(s) Default Capital Contribution being converted on a penalty dilutive basis pursuant to Section 7.3(p) (an “ LLC Loan Conversion ”). Upon an LLC Loan Conversion pursuant to this clause (n) (A) the converted LLC Loan will be discharged as of the date of the LLC Loan Conversion, and (B) the Lending Member will be deemed to have made the Lending Member Default Capital Contribution and Non-Lending Member Default Capital Contribution to the Company pursuant to Section 7.3(p) as of the date of the LLC Loan Conversion, and (C) the Percentage Interests of the Participating Members will be adjusted as of the date of the LLC Loan Conversion to reflect such Lending Member Default Capital Contribution and Non-Lending Member Default Capital Contribution on a penalty dilutive basis as more particularly provided in Section 7.3(p) .

(o) A Non-Contributing Member shall have the right to repay a Member Loan in whole, but not in part (except in connection with a partial repayment of a Member Loan pursuant to Section 9.2 or Section 9.3 ), at any time prior to a Member Loan Conversion of the applicable Member Loan, by payment to the Contributing Member, in immediately available funds, of an amount equal to the entire amount of the outstanding principal balance of the Member Loan plus all interest thereon from the date such Member Loan was made until the date it is repaid in full. If a Member Loan that is a Special Make-Up Loan is not repaid in full, together with all accrued interest thereon, as of the date that is 60 days or more after the date that such Special Make-Up Loan was made, then Investor Member as the Contributing Member shall have the right (but not the obligation) at any time thereafter in its sole and absolute discretion to elect by written notice to the Non-Contributing Member to convert such Member Loan (together

with all accrued and unpaid interest thereon) into an Additional Capital Contribution (a “ Member Loan Default Capital Contribution ”) by the Contributing Member on a penalty dilutive basis pursuant to Section 7.3(p) (a “ Member Loan Conversion ”), in which case (i) the converted Member Loan will be discharged as of the date of the Member Loan Conversion, (ii) the Contributing Member will be deemed to have made a Member Loan Default Capital Contribution to the Company pursuant to Section 7.3(p) as of the date of the Member Loan Conversion in an amount equal to the outstanding principal balance of the Member Loan (together with all accrued and unpaid interest thereon) as of the date of the Member Loan Conversion, and (iii) the Percentage Interests of the Participating Members will be adjusted as of the date of the Member Loan Conversion to reflect such Member Loan Default Capital Contribution as more particularly provided in Section 7.3(p) .

(p) If (i) Investor Member as a Lending Member elects to convert a LLC Loan that includes a Special Make-Up Loan to a Non-Lending Member Default Capital Contribution and a Lending Member Default Capital Contribution pursuant to Section 7.3(n) and/or (ii) Investor Member as a Contributing Member elects to convert a Member Loan that is a Special Make-Up Loan to a Member Loan Default Capital Contribution pursuant to Section 7.3(o) , then upon the applicable Conversion, the Percentage Interest (as the same may have been previously adjusted) of each of the Participating Members shall be adjusted to equal the percentage equivalent of the quotient determined by dividing (A) the positive difference, if any, between (1) the sum of (y) 100% of the aggregate Capital Contributions (including Lending Member Default Capital Contributions, but excluding Cram-Down Contributions) then or theretofore made by such Participating Member to the Company, plus (z) 175% of the Cram-Down Contributions then or theretofore made by such Participating Member to the Company (the excess of 175% of a Participating Member’s Cram-Down Contributions over such Participating Member’s Cram-Down Contributions is referred to herein as the “ Cram-Down Excess Amount ”), minus (2) the sum of (I) the Cram-Down Excess Amounts attributable to the Cram-Down Contributions then or theretofore made by the other Participating Member to the Company, plus (II) with respect to the Owner Member’s Percentage Interest only, the Comfort Member Special Failed Contribution if a Special Make-Up Loan made with respect thereto is being converted (a “ Converted Comfort Member Special Failed Contribution ”), by (B) the difference between (1) 100% of the aggregate Capital Contributions (including without limitation Cram-Down Contributions and Lending Member Default Capital Contributions) then or theretofore made by all of the Members to the Company less (2) any Capital Contribution deemed made by the Comfort Member on account of a Converted Comfort Member Special Failed Contribution For the avoidance of doubt, the provisions of this Section 7.3(p) shall not in any manner result in a change to Comfort Member’s Percentage Interest. For purposes of the application of this Section 7.3(p) , the initial Capital Contribution of the Owner Member shall be $261,968,834.11, the Investor Member shall be $254,648,347.73 and the Comfort Member shall be $6,274,702.61. Examples of the operation of such calculations are set forth on Exhibit D attached hereto.

7.4 Capital of the Company. Except as expressly provided for in this Agreement, no Member shall be entitled to withdraw or receive any interest or other return on, or return of, all or any part of its Capital Contribution, or to receive any Company Assets (other than cash) in return for its Capital Contribution. No Member shall be entitled to make a Capital Contribution to the Company except as expressly authorized or required by this Agreement.

ARTICLE 8

CAPITAL ACCOUNTS

8.1 Establishment and Determination of Capital Accounts . A separate Capital Account shall be established for each Member on the books of the Company initially reflecting an amount identified pursuant to Section 7.1 . Each Member’s Capital Account shall be:

(a) increased by (i) the amount of such Member’s Additional Capital Contributions, (ii) such Member’s distributive share of Net Income and any items in the nature of income or gain which are specially allocated to such Member pursuant to Section 10.1 , and (iii) the amount of any Company liabilities assumed by such Member or which are secured by any asset distributed to such Member; and

(b) decreased by (i) the amount of cash and the Gross Asset Value of any Company Assets distributed to such Member pursuant to any provision of this Agreement, (ii) such Member’s distributive share of Net Losses and any items in the nature of expenses or losses which are specially allocated to such Member pursuant to Section 10.1 and (iii) the amount of any liabilities of such Member assumed by the Company or which are secured by any asset contributed by such Member to the Company.

(c) The foregoing provisions and any other provisions of this Agreement relating to the maintenance of Capital Accounts are intended to comply with Sections 1.704-1(b) and 1.704-2 of the Regulations, and shall be interpreted and applied in a manner consistent with such Regulations. If the Managers, by Board Approval, shall determine that it is prudent to modify the manner in which the Capital Accounts, or any debits or credits thereto (including debits or credits relating to liabilities which are secured by contributed or distributed assets or which are assumed by the Company or any Member) are computed in order to comply with such Regulations, the Administrative Member shall make such modification; provided , that all allocations of Company income, gain, loss and deduction continue to have “substantial economic effect” within the meaning of Section 704(b) of the Code and that no Member is materially adversely affected by any such modification.

(d) A Person that acquires all (or a portion) of a Membership Interest from a Member, through a Transfer or otherwise, shall succeed to the Capital Account (or portion of the Capital Account) attributable to such Member with respect to such Membership Interest.

8.2 Negative Capital Accounts . Except as may be required by the Act or any other Applicable Law, no Member shall be required to pay to the Company or any other Member any deficit or negative balance which may exist from time to time in such Member’s Capital Account.

ARTICLE 9

DISTRIBUTIONS

9.1 Distribution Generally . Each distribution made by the Company, whether derived from operating cash flow or from the sale, exchange or other disposition of all or any portion of any securities or other assets or property or otherwise shall be made in accordance with this Article 9 .

9.2 Quarterly Distribution . Except as provided with respect to distributions of a Repayment Contribution to a Lending Member pursuant to Section 7.3(n) , commencing with the first calendar quarter following the Effective Date and for each calendar quarter thereafter, distributions of all Net Cash Flow received by the Company which was not previously distributed in respect of such calendar quarter (or, in the case of the first calendar quarter to commence following the Effective Date, since the date of this Agreement) shall be made no later than the 30 ^th day following the end of the applicable calendar quarter, or, if such 30 ^th day is not a Business Day, on the first Business Day following such 30 ^th day (or more frequently if determined from time to time by Administrative Member) in the following order of priority (subject to the final paragraph of this Section 9.2 ):

(a) First, until all outstanding LLC Loans have been paid in full, pari passu , as follows: (i) the amount distributable under this Section 9.2(a) multiplied by the Percentage Interests of the Participating Members to each Lending Member that has made a LLC Loan, pro rata (based upon the relative outstanding principal and accrued and unpaid interest owed to each Lending Member in respect of LLC Loans made by such Lending Member) until each Lending Member has received aggregate distributions of Net Cash Flow pursuant to this Section 9.2(a) and Capital Proceeds pursuant to Section 9.3(a) in an amount necessary to provide each such Lending Member with a return of the remaining outstanding balance of the principal amount of any LLC Loans plus interest thereon at the applicable rate; and (ii) to the Comfort Member, the amount distributable under this Section 9.2(a) multiplied by the Percentage Interest of the Comfort Member (which amount shall be treated as payment of the outstanding balance of the principal amount of any LLC Loans made by the Comfort Member plus interest thereon at the applicable rate until the outstanding principal and accrued and unpaid interest owed to the Comfort Member in respect of LLC Loans made by the Comfort Member is paid in full); provided that if there shall be any unpaid Member Loan made by the Owner Member to the Comfort Member, all distributions to the Comfort Member pursuant to this Section 9.2(a) shall be paid directly to the Owner Member until the principal amount of and all accrued and unpaid interest on such Member Loan shall have been repaid, and if the Investor Member shall have made a Member Loan to the Owner Member to provide funds to make a Member Loan to the Comfort Member, any such payments that would have been paid to the Owner Member with respect to such Member Loan to the Comfort Member shall instead be paid to the Investor Member as payment on such Member Loan (such payments being deemed distributions to the Comfort Member for all purposes hereunder) (the foregoing in no way limiting payment on account of Member Loans made by Investor Member to Owner Member (including in order to provide funds for Owner Member to make a Member Loan to Comfort Member) pursuant to Section 9.2(b) or 9.3(b) , to the extent outstanding); for the avoidance of doubt, no portion of an LLC Loan (other than an LLC Loan payable to the Comfort Member, as set forth above) shall be paid out of the portion of Net Cash Flow distributable to the Comfort Member;

(b) Second, to the Members pro rata in proportion to their respective Percentage Interest; provided that if there shall be any unpaid Member Loan, all distributions to the Non-Contributing Member pursuant to this Section 9.2(b) shall be paid directly to the Contributing Member until the principal amount of and all accrued and unpaid interest on such Member Loan shall have been repaid (such payments being deemed distributions to the Non-Contributing Member for all purposes hereunder), and if the Investor Member shall have made a Member Loan to the Owner Member to provide funds to make a Member Loan to the Comfort Member, any such payments that would have been paid to the Owner Member with respect to

such Member Loan to the Comfort Member shall instead be paid to the Investor Member as payment on such Member Loan (such payments being deemed distributions to the Comfort Member for all purposes hereunder) (the foregoing in no way limiting payment on account of Member Loans made by Investor Member to Owner Member (including in order to provide funds for Owner Member to make a Member Loan to Comfort Member) pursuant to this Section 9.2(b) or Section 9.3(b) , to the extent outstanding).

Notwithstanding the foregoing, for so long as any Special Liability is outstanding, all distributions to be made to Owner Member pursuant to this Section 9.2 shall be paid directly to Investor Member until such Special Liabilities have been satisfied (after taking into account prior payments on account of Special Liabilities hereunder, under Section 9.3 , or otherwise); provided that this paragraph shall have no force or effect with respect to any Special Liability other than a Transfer Tax Special Liability in the event that (i) Owner Member is any Person other than (1) Named Owner Member, (2) NYRT, (3) NYRT OP, (4) any liquidating trust to which the assets or properties of Named Owner Member, NYRT or NYRT OP are Transferred or (5) any successor Person to Named Owner Member, NYRT or NYRT OP, whether by way of merger, consolidation, conversion, amalgamation or any similar transaction.

9.3 Capital Proceeds Distributions . Capital Proceeds received by the Company shall be distributed to each Member as promptly as practicable following receipt thereof in the following order of priority (subject to the final paragraph of this Section 9.3 ):

(a) First, until all outstanding LLC Loans have been paid in full, pari passu , as follows: (i) the amount distributable under this Section 9.3(a) multiplied by the Percentage Interests of the Participating Members to each Lending Member that has made a LLC Loan, pro rata (based upon the relative outstanding principal and accrued and unpaid interest owed to each Lending Member in respect of LLC Loans made by such Lending Member) until each Lending Member has received aggregate distributions of Net Cash Flow pursuant to Section 9.2(a) and Capital Proceeds pursuant to this Section 9.3(a) in an amount necessary to provide each such Lending Member with a return of the remaining outstanding balance of the principal amount of any LLC Loans plus interest thereon at the applicable rate; and (ii) to the Comfort Member, the amount distributable under this Section 9.2(a) multiplied by the Percentage Interest of the Comfort Member (which amount shall be treated as payment of the outstanding balance of the principal amount of any LLC Loans made by the Comfort Member plus interest thereon at the applicable rate until the outstanding principal and accrued and unpaid interest owed to the Comfort Member in respect of LLC Loans made by the Comfort Member is paid in full); provided that if there shall be any unpaid Member Loan to made by the Owner Member to the Comfort Member, all distributions to the Comfort Member pursuant to this Section 9.3(a) shall be paid directly to the Owner Member until the principal amount of and all accrued and unpaid interest on such Member Loan shall have been repaid, and if the Investor Member shall have made a Member Loan to the Owner Member to provide funds to make such Member Loan to the Comfort Member, any such payments that would have been paid to the Owner Member with respect to such Member Loan to the Comfort Member shall be paid to the Investor Member as payment on such Member Loan (such payments being deemed distributions to the Comfort Member for all purposes hereunder) (the foregoing in no way limiting payment of account of Member Loans made by Investor Member to Owner Member (including in order to provide funds for Owner Member to make a Member Loan to Comfort Member) pursuant to Section 9.2(b) or 9.3(b) , to the extent outstanding); for the avoidance of doubt, no portion of an LLC Loan shall be paid out of the portion of Capital Proceeds distributable to the Comfort Member (other than an LLC Loan payable to the Comfort Member, as set forth above).

(b) Second, to the Members pro rata in proportion to their respective Percentage Interest at the time the Capital Proceeds are received by the Company; provided that if there shall be any unpaid Member Loan, all distributions to the Non-Contributing Member pursuant to this Section 9.3(a) shall be paid directly to the Contributing Member until the principal amount of and all accrued and unpaid interest on such Member Loan shall have been repaid, and if the Investor Member shall have made a Member Loan to the Owner Member to provide funds to make a Member Loan to the Comfort Member, any such payments that would have been paid to the Owner Member with respect to Member Loan to the Comfort Member shall be paid to the Investor Member as payment on such Member Loan (such payments being deemed distributions to the Non-Contributing Member for all purposes hereunder) (the foregoing in no way limiting payment on account of Member Loans made by Investor Member to Owner Member (including in order to provide funds for Owner Member to make a Member Loan to Comfort Member) pursuant to this Section 9.3(b) or Section 9.2(b) , to the extent outstanding).

Notwithstanding the foregoing, for so long as any Special Liability is outstanding, all distributions to be made to Owner Member pursuant to this Section 9.3 shall be paid directly to Investor Member until such Special Liabilities have been satisfied (after taking into account prior payments on account of Special Liabilities hereunder, under Section 9.2 , or otherwise); provided that this paragraph shall have no force or effect with respect to any Special Liability other than a Transfer Tax Special Liability in the event that (i) Owner Member is any Person other than (1) Named Owner Member, (2) NYRT, (3) NYRT OP, (4) any liquidating trust to which the assets or properties of Named Owner Member, NYRT or NYRT OP are Transferred or (5) any successor Person to Named Owner Member, NYRT or NYRT OP, whether by way of merger, consolidation, conversion, amalgamation or any similar transaction.

9.4 Amounts and Priority of Distributions . The amount available for distribution on each distribution date shall be determined by the Administrative Member in accordance with Sections 9.2 or 9.3 , as applicable.

9.5 Limitation Upon Distributions . No distribution or return of a Capital Contribution shall be declared and paid if, after such distribution or return is made:

(a)

the Company would be insolvent; or

(b)

the net assets of the Company would be less than zero.

9.6 Withholding . Each Member hereby authorizes the Company to withhold from or pay on behalf of or with respect to such Member any amount of federal, state, local or foreign taxes that the Administrative Member reasonably determines that the Company is required to withhold or pay with respect to any amount distributable or allocable to such Member pursuant to this Agreement, including any taxes required to be withheld or paid by the Company pursuant to Code Section 1441, Code Section 1442, Code Section 1445 or Code Section 1446.

9.7 Accounting Principles . Except for such accounting principles set forth herein, all accounting shall be done on a GAAP basis, unless the Participating Members otherwise agree.

ARTICLE 10

ALLOCATIONS

10.1 Allocations of Net Income and Net Loss Generally . Except as otherwise provided in this Agreement, after giving effect to the special allocations in Section 10.2 , Net Income, Net Loss and, to the extent necessary, individual items of income, gain, credit, loss and deduction of the Company for each Fiscal Year or other applicable period shall be allocated among the Members in a manner that will as nearly as possible cause the Capital Account balance of each Member at the end of such Fiscal Year or other applicable period to equal (i) the amount of the distributions that would be made to such Member pursuant to Section 12.3 of the Agreement if the Company were dissolved, its affairs wound up and its assets were sold for cash equal to their Gross Asset Value, taking into account any adjustments thereto for such period, all Company liabilities were satisfied (limited with respect to each nonrecourse liability to the Gross Asset Value of the assets securing such liability), and the net assets of the Company were distributed in full in accordance with Section 12.3 to the Members immediately after making such allocations, minus (ii) such Member’s share of Company Minimum Gain and Member Nonrecourse Debt Minimum Gain and the amount, if any and without duplication, that the Member would be obligated to contribute to the capital of the Company, all computed immediately prior to the hypothetical sale of assets.

10.2 Regulatory Allocations . Notwithstanding any other provision of this Agreement, the following allocations shall be made prior to any other allocations under this Agreement and in the following order of priority:

(a) Minimum Gain Chargeback . Except as otherwise provided in Section 1.704-2(f) of the Regulations, if there is a net decrease in Company Minimum Gain for any Fiscal Year, each Member shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to such Member’s share of the net decrease in Company Minimum Gain to the extent required by Section 1.704-2(f) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(f) and (i) of the Regulations. This Section 10.2(a) is intended to comply with the minimum gain chargeback requirement in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this Section 10.2(a) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto.

(b) Member Minimum Gain Chargeback . Except as otherwise provided in Section 1.704-2(i)(4) of the Regulations, if there is a net decrease in Member Nonrecourse Debt Minimum Gain during any Fiscal Year, each Member who has a share of the Member Nonrecourse Debt Minimum Gain, determined in accordance with Section 1.704-2(i)(5) of the Regulations, shall be specially allocated items of Company income and gain for such year (and, if necessary, subsequent years) in an amount equal to that Member’s share of the net decrease in the Member Nonrecourse Debt Minimum Gain to the extent and in the manner required by Section 1.704-2(i) of the Regulations. The items to be so allocated shall be determined in accordance with Sections 1.704-2(i)(4) and (j)(2) of the Regulations. This Section 10.2(b) is intended to comply with the minimum gain chargeback requirement with respect to Member Nonrecourse Debt contained in said section of the Regulations and shall be interpreted consistently therewith. Allocations pursuant to this Section 10.2(b) shall be made in proportion to the respective amounts required to be allocated to each Member pursuant hereto.

(c) Qualified Income Offset . If a Member unexpectedly receives any adjustments, allocations or distributions described in Sections 1.704-1(b)(2)(ii)(d)(4), (5) or (6) of the Regulations, and such Member has an Adjusted Capital Account Deficit, items of Company income (including gross income) and gain shall be specially allocated to such Member in an amount and manner sufficient to eliminate the Adjusted Capital Account Deficit as quickly as possible as required by the Regulations. This Section 10.2(c) is intended to constitute a “qualified income offset” under Section 1.704-1(b)(2)(ii)(d) of the Regulations and shall be interpreted consistently therewith.

(d) Nonrecourse Deductions . Nonrecourse Deductions, if any, for any Fiscal Year or period shall be allocated to the Members pro rata in accordance with their Percentage Interests.

(e) Member Nonrecourse Deductions . Member Nonrecourse Deductions for any Fiscal Year or other applicable period with respect to a Member Nonrecourse Debt shall be specially allocated to the Member that bears the economic risk of loss for such Member Nonrecourse Debt (as determined under Sections 1.704-2(b)(4) and 1.704-2(i)(1) of the Regulations).

(f) Section 754 Adjustment . To the extent an adjustment to the adjusted tax basis of any asset of the Company pursuant to Section 734(b) of the Code or Section 743(b) of the Code is required, pursuant to Section 1.704-1(b)(2)(iv)(m) of the Regulations, to be taken into account in determining Capital Accounts, the amount of such adjustment to the Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated among the Members in a manner consistent with the manner in which each of their respective Capital Accounts are required to be adjusted pursuant to such section of the Regulations.

(g) Gross Income Allocation . If any Member has an Adjusted Capital Account Deficit at the end of any Fiscal Year which is in excess of the sum of (i) the amount such Member is obligated to restore pursuant to any provision of this Agreement, and (ii) the amount such Member is deemed obligated to restore pursuant to the penultimate sentences of Regulations Sections 1.704-2(g)(1) and 1.704-2(i)(5), such Member shall be specially allocated items of Company income and gain in the amount of such excess as quickly as possible; provided , that an allocation pursuant to this Section 10.2(g) shall be made only if and to the extent that such Member would have an Adjusted Capital Account Deficit in excess of such sum after all other allocations provided for in this Article 10 have been made as this Section 10.2(g) were not in the Agreement.

10.3 Tax Allocations; Code Section 704(c) .

(a) Items of Income or Loss . Except as is otherwise provided in this Article 10 , for U.S. federal income tax purposes, an allocation of Company Net Income or Net Loss to a Member shall be treated as an allocation to such Member of the same share of each item of income, gain, loss, deduction and item of tax-exempt income or Section 705(a)(2)(B) expenditure (or item treated as such expenditure pursuant to Section 1.704-1(b)(2)(iv)(i) of the Regulations) (“ Tax Items ”) that is taken into account in computing Net Income or Net Loss.

(b) Precontribution Gain, Revaluations . With respect to any contributed property held by the Partnership as of the Effective Date, the Partnership shall use the traditional method contained in the Regulations promulgated under Section 704(c) of the Code to take into account any variation between the adjusted basis of such asset and the fair market value of such asset as of the time of the contribution; provided that, with respect to any property contributed to the Partnership after the Effective Date, the Partnership shall use any method contained in the Regulations promulgated under Section 704(c) of the Code selected by Investor Member. Each Member hereby agrees to report income, gain, loss and deduction on such Member’s U.S. federal income tax return in a manner consistent with the method used by the Company. If any asset has a Gross Asset Value which is different from the Company’s adjusted basis for such asset for U.S. federal income tax purposes because the Company has revalued such asset pursuant to Section 1.704-1(b)(2)(iv)(f) of the Regulations, the allocations of Tax Items shall be made in accordance with the principles of Section 704(c) of the Code and the Regulations and the methods of allocation promulgated thereunder as selected by Investor Member.

(c) Section 1245/1250 Recapture . Subject to Section 10.3(b) above, if any portion of gain from the sale of Company assets is treated as gain which is ordinary income by virtue of the application of Sections 1245 or 1250 of the Code or is gain described in Section 1(h)(1)(D) of the Code (“ Affected Gain ”), then such Affected Gain shall be allocated among the Members in the same proportion that the depreciation and amortization deductions giving rise to the Affected Gain were allocated. This Section 10.3(c) shall not alter the amount of Net Income (or items thereof) allocated among the Members, but merely the character of such Net Income (or items thereof).

(d) Excess Nonrecourse Liability Safe Harbor . Pursuant to Section 1.752-3(a)(3) of the Regulations, solely for purposes of determining each Member’s proportionate share of the “excess nonrecourse liabilities” of the Company (as defined in Section 1.752-3(a)(3) of the Regulations), the Members’ respective interests in Company profits shall be determined under any permissible method reasonably determined by the Managers by Board Approval.

ARTICLE 11

TRANSFER OF MEMBERSHIP INTERESTS

11.1 Transfers of a Member ’ s Membership Interest .

(a) No Transfer of a Membership Interest, in whole or in part, shall be permitted without the consent of the Participating Members whose Membership Interests are not being Transferred, except as set forth in this Article 11 . Notwithstanding anything to the contrary set forth in this Agreement, none of the following Transfers shall require the consent of any Member, but shall be subject to the conditions applicable to all Transfers as set forth in Section 11.9 , provided that in no event shall the following permit a direct Transfer of less than all of a Member’s Membership Interest:

(i) subject to and in accordance with Section 11.3 if the Transfer is by the Investor Member or a beneficial owner in the Investor Member, a Transfer of up to (and including) 49% of an interest in a Participating Member’s Membership Interest in the Company; provided that such Participating Member must maintain control over

voting and consent with respect to its interest in the Company in connection with any such Transfer and the transferee shall have no right to participate in the management or operations of the Company or any decision or consent right of such Participating Member;

(ii) any Transfer to a Permitted Transferee;

(iii) any Transfer, either in one or a series of transactions, of any direct or indirect legal or beneficial interest in SLG, SLG OP, RXR Realty, any RXR Fund, NYRT or NYRT OP and/or any rights, distributions, profits or proceeds relating thereto, including by way of any merger, consolidation, amalgamation, sale, or other Transfer of any kind of any stock, limited or general partnership interests, limited liability company interests, trust certificates or other similar evidences of ownership of legal or beneficial interests, as the case may be, of SLG, SLG OP, RXR Realty, any RXR Fund or NYRT or NYRT OP or any legal or beneficial interest therein; provided however, that if the Fair Market Value of NYRT’s Membership Interests in the Company represents 85% or more of the aggregate fair market value (as determined in good faith by NYRT in connection with preparation of its most recent annual or quarterly financial statements, so long as such financial statements are prepared on a liquidation basis or otherwise determined by an independent valuer selected by NYRT) of all of the properties (including the Membership Interests in the Company) owned directly or indirectly by NYRT and NYRT OP, any merger, consolidation, amalgamation or sale of all or substantially all of the assets of NYRT and NYRT OP shall only be permitted if the surviving company (in the case of a merger, consolidation, amalgamation) or the acquirer (in the case of a sale of all or substantially all of the assets) has, or is a wholly-owned subsidiary of an entity that has, a Net Worth of no less than $250,000,000 and Liquidity of no less than $25,000,000;

(iv) any sale of all or substantially all of the assets of SLG, SLG OP, RXR Realty, any RXR Fund, NYRT or NYRT OP to any Person, so long as, in the case of the sale of all or substantially all of the assets of SLG, SLG OP, RXR Realty and/or any RXR Fund, NYRT or NYRT OP, SLG and/or RXR Realty, directly or indirectly continues to control Investor Member, subject to the proviso in clause (iii);

(v) any current or additional borrowing or financing by or other indebtedness of any nature of SLG, SLG OP, RXR Realty, any RXR Fund, NYRT or NYRT OP and/or any direct or indirect holder of a legal or beneficial interest therein shall be permitted without the consent of any Member and, for the purposes of this sentence, “indebtedness” of a Person shall be deemed to include (1) any indebtedness or liability of such Person (including amounts for borrowed money and indebtedness in the form of mezzanine debt and preferred equity); (2) obligations evidenced by bonds, debentures, notes, or other similar instruments; (3) obligations for the deferred purchase price of property or services (including trade obligations); (4) obligations under letters of credit; (5) obligations under acceptance facilities; (6) all guaranties, endorsements and other contingent obligations to purchase, to provide funds for payment, to supply funds, to invest in any Person or entity, or otherwise to assure a creditor against loss; and (7) obligations secured by any liens, whether or not the obligations have been assumed;

(vi) a Transfer in one or a series of transactions, (but not a pledge, collateral assignment, lien, charge, encumbrance, hypothecation, security interest or other security device) of the direct or indirect interests in RXR Owner in connection with an initial public offering or so called “Rule 144(a) offering” that results in the listing of capital stock on the New York Stock Exchange or any other national securities exchange in the United States (including any such offering that includes RXR Realty or any direct or indirect owner thereof or any entity which succeeds to substantially all of such Person’s assets in connection with such offering) (such offering, an “ IPO ”; and any such entity formed in connection with an IPO, a “ Public Vehicle ”), provided that (A) such Transfer takes place immediately prior to or contemporaneously with the IPO and (B) the Property and assets constituting a majority of the value of RXR Realty shall be contributed to the Public Vehicle;

(vii) a direct or indirect Transfer of interests in any RXR Fund to any partner, member, owner or investor in any RXR Fund, provided that RXR Owner continues to be controlled, directly or indirectly, by RXR Realty; and

(viii) a Transfer of Owner Member’s Membership Interest upon the terms and subject to the conditions of Section 11.2 .

(ix) Transfers of direct or indirect interests in:

(A)

DRA Fund, so long as after giving effect to such Transfer, DRA Advisors LLC, or its successors or assigns by merger or otherwise, or any of its principals, directly or indirectly, continues to Control DRA Fund;

(B)

RCG Longview, so long as after giving effect to such Transfer, an RCG Control Person, directly or indirectly, continues to Control RCG Longview;

(C)

CWWP, so long as after giving effect to such Transfer, Peter S. Duncan, directly or indirectly, continues to Control CWWP;

(D)

GC&S by any of its direct or indirect constituent owners to and among themselves; it being agreed that (i) other than with respect to limited partners and fund investors in CWWP and RCG Longview, no Person that does not own a direct or indirect interest in GC&S as of the Effective Date shall own a direct or indirect interest in GC&S after giving effect to such Transfer and (ii) GC&S shall be Controlled by Peter S. Duncan or an RCG Control Person; and

(E)

Comfort Member, to and among the constituent owners of Comfort Member as of the Effective Date and/or to any Person Controlled by Peter S. Duncan.

(b) Notwithstanding anything to the contrary set forth in this Agreement, no Transfer shall be permitted (i) if such Transfer would violate any Loan Document or any Lease, (ii) except for permitted transfers under Section 11.1(a)(i), (ii), (iii) , (iv) , (v) , (vi) or (vii) , unless and until all Make-Up Loans (including interest accrued thereon) made on account of the transferring Member’s Failed Contribution are repaid in full or will be repaid in full simultaneously with the Transfer out of the proceeds from the Transfer, and (iii) with respect to a Transfer of Owner Member’s Membership Interest, if such Transfer is to a Prohibited Transferee, and any attempted Transfer or other disposition in violation of this Section 11.1 shall be void ab initio .

(c) In the case of a Transfer permitted under this Agreement by Owner Member, if the transferee or an Affiliate of the transferee, in each case with a Net Worth of no less than $250,000,000 and Liquidity of no less than $25,000,000, enters into a Contribution, Indemnity and Reimbursement Agreement with respect to events, occurrences or omissions first arising after the date of Transfer, the Investor Member shall cause to be delivered to the Owner Member an instrument releasing and discharging NYRT from all obligations set forth in that certain Contribution, Reimbursement and Indemnity Agreement, dated as of the date hereof, by and among NYRT, SLG Guarantor, and RXR Guarantor, and agreed to and acknowledged by the Participating Members, solely with respect to events, occurrences or omissions occurring after the time of such Transfer.

(d) Notwithstanding anything to the contrary in this Agreement, without the consent of the Comfort Member, no Member nor the Company shall take any action that would cause a Transfer, directly or indirectly, prior to the expiration of the Comfort Member Put Period, of the Membership Interest held by the Comfort Member as of the date of this Agreement in a manner that would result in the imposition of a Transfer Tax as a result of the “aggregation” of such Transfer with any Transfer by the Comfort Member of a Membership Interest in the Company prior to the date of this Agreement.

11.2 Right of First Offer .

(a) In addition to Transfers permitted under Section 11.1 , Owner Member may directly Transfer its Membership Interest in whole, or an owner of Owner Member may, directly or indirectly, Transfer an interest in Owner’s Membership Interest, in whole or in part, at any time, provided that it complies with this Section 11.2 . If Owner Member desires to Transfer all, or an owner of Owner Member desires to (indirectly) Transfer all or any portion, of Owner Member’s Membership Interest in a transaction which is not otherwise permitted in Section 11.1 (in such capacity, the “ ROFO Initiating Member ”), then the ROFO Initiating Member shall first deliver to the Investor Member (in such capacity, the “ ROFO Non-Initiating Member ”) a written notice (the “ ROFO Notice ”), which shall specify the material terms and conditions pursuant to which the ROFO Initiating Member proposes to effect such Transfer including, among other terms and conditions, (i) the ROFO Initiating Member’s total Percentage Interest, (ii) the percentage of limited liability company interests in the Company represented by the Membership Interests proposed to be Transferred pursuant to the ROFO Notice (the “ ROFO Membership Interests ”) and (iii) the total purchase price (which shall be in cash) (the “ ROFO Interest Purchase Price ”) in exchange for which the ROFO Initiating Member proposes to Transfer the ROFO Membership Interests. The ROFO Notice shall constitute the ROFO Initiating Member’s offer to Transfer the ROFO Membership Interests to the ROFO Non-Initiating Member on the

terms and conditions identified in the ROFO Notice and such offer shall be irrevocable for a period of 30 days after delivery of the ROFO Notice (such period of 30 days, the “ ROFO Acceptance Period ”).

(b) Within the ROFO Acceptance Period, the ROFO Non-Initiating Member shall have the right to deliver to the ROFO Initiating Member a notice (the “ ROFO Acceptance Notice ”) stating its desire to purchase all (but not less than all) of the ROFO Membership Interests on the terms and conditions set forth in the ROFO Notice; provided , that simultaneously with the giving of the ROFO Acceptance Notice, such ROFO Non-Initiating Member shall deliver to a national title insurance company (or another comparable third-party), as escrow agent pursuant to a customary escrow agreement, a deposit in an amount equal to 10% of the ROFO Interest Purchase Price (as the same may be increased in connection with an extension of the Interest Closing Date, the “ ROFO Deposit ”).

(c) If the ROFO Non-Initiating Member (i) fails to deliver a ROFO Acceptance Notice pursuant to Section 11.2(b) or (ii) gives the ROFO Initiating Member notice that it has declined the ROFO Initiating Member’s offer, in each case on or before the expiration of the ROFO Acceptance Period (the earlier of such dates to occur, the “ ROFO Expiration Date ”), the ROFO Initiating Member may, at any time within six months after the ROFO Expiration Date, Transfer all (but not less than all) of the ROFO Membership Interests to any Person who is a Qualifying Buyer for a cash purchase price of not less than 95% of the ROFO Interest Purchase Price and on substantially the terms and conditions set forth in the ROFO Notice. If a Transfer does not occur during such six months period, the restrictions of this Section 11.2 shall again become applicable to the Transfer of all or a portion of the ROFO Membership Interests. If such Transfer is consummated within such six months period and such Transfer (a “ Triggering Transfer ”) is with respect to all of Owner Member’s Membership Interest other than a portion of Owner Member’s Membership Interest reflecting less than or equal to 1.1% of the total Membership Interests in the Company (the “ Put Interest ”), then Owner Member shall have the right to require Investor Member to purchase (the “ Put Option ”) and, if the Put Option is exercised, Investor Member shall purchase, the Put Interest, free and clear of all Liens and adverse claims, as described below.

(i)

The Put Option may be exercised by Owner Member by delivering written notice (a “ Put Notice ”) to Investor Member within five (5) Business Days of the consummation of the Triggering Transfer. The Put Notice shall contain (i) a certification that a Triggering Transfer has been consummated, (ii) a written statement that Owner Member is exercising the Put Option under this Section 11.2(c) and (iii) Owner Member’s determination of the fair market value of the Property and the calculation of the Put Price, accompanied by a statement showing the calculation thereof in reasonable detail.

(ii)

The “ Put Price ” shall equal the amount that Owner Member would be entitled to receive in accordance with the provisions of Article 12 under this Agreement with respect to the Put Interest if the Property were sold for cash for a purchase price equal to its fair market value, all Company Loans were discharged, the Company

or its Subsidiaries paid any assumption fees due on account of an assignment of the Company Loans, all Special Liabilities (if any) were satisfied, all Make-Up Loans were discharged, Transfer Taxes (unless Transfer Taxes are payable by Owner Member as a result of the consummation of the Put Option (including, without limitation, resulting from any aggregation with prior transfers)), customary broker fees and other customary costs of closing were paid by the party customarily responsible for such costs, all other liabilities of the Company and its Subsidiaries which relate to the Property being sold were discharged and the Company was liquidated and all assets of the Company were distributed in accordance with the provisions of Article 12.

(iii)

The Investor Member shall review and approve (or disapprove) of such determination of the Put Price within 15 Business Days. In the event Investor Member does not approve Owner Member’s calculation within 15 Business Days, Investor Member shall identify the reasons therefor prior to the expiration of such 15 Business Day period and Owner Member and Investor Member shall work expeditiously in good faith to resolve any disagreement. If such disagreement cannot be resolved within 20 days after the expiration of such period, then within five 5 Business Days following the expiration of such 20 day period, each Participating Member shall propose to the other in writing a Put Price (each, a “ Put Price Proposal ”), and if the lower of the two Put Price Proposals is greater than or equal to 95% of the higher of the two Put Price Proposals, then the Put Price shall be deemed to be the average of the two Put Price Proposals. If the lower of the two Put Price Proposals is less than 95% of the higher of the two Put Price Proposals, then fair market value of the Property and the Put Price shall be determined by final and binding arbitration in New York, NY, administered by JAMS in accordance with JAMS Streamlined Arbitration Rules and Procedures, as in effect at that time, by an arbitrator with at least ten years of experience relating to owning properties similar to the Property and located in Manhattan. Each Participating Member shall submit to such arbitrator its position as to the fair market value of the Property and the Put Price (which, for each Participating Member shall be their respective Put Price Proposal) and any applicable materials that it desires that such arbitrator consider in making its determination within seven Business Days following the appointment of the arbitrator. Such arbitrator shall consider only the materials submitted to it for resolution. Each Participating Member shall cooperate with JAMS and with the other Participating Member in scheduling the arbitration proceedings so that a determination of the fair market value of the Property and the Put Price is rendered within 30 calendar days after submission thereof to arbitration, and any notice requirements

under Paragraph 14(b) of the JAMS Streamlined Arbitration Rules and Procedures or otherwise may be shortened by such arbitrator in its discretion. The non-prevailing party in such arbitration shall pay all fees and disbursements due to JAMS and the arbitrator as well as the reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) of the prevailing party incurred in connection with such arbitration. The arbitrator shall be (i) a disinterested and impartial person and (ii) selected in accordance with Paragraph “12(c)” et seq. of the JAMS Streamlined Arbitration Rules and Procedures. Such arbitrator shall be bound by the provisions of this Agreement and by Applicable Law and shall select the position proposed by either the Owner Member or the Investor Member, but no other amount, which, in his or her opinion, is closest, to the amount that would be the Put Price. Any decision rendered by such arbitrator with respect to the Put Price shall be final, conclusive and binding upon the Company and the Participating Members and may be entered and enforced in any court having jurisdiction over the Company and either Participating Member. Any Put Price Proposal submitted pursuant to this Section 11.2(c)(iii) shall be used only for the purposes of this Section 11.2(c)(iii) and shall not otherwise be binding on any Participating Member, shall not be deemed an offer of settlement, shall not be submitted as evidence in any dispute, and shall have no effect other than as expressly set forth in this Section 11.2(c)(iii) .

(d) The closing of a purchase and sale of the Put Interest under this Section 11.2 will take place no later than that date which is 60 days after the Put Price is determined in accordance with Section 11.2(c)(iii) , and otherwise in accordance with the provisions of Section 11.5(a) , subject to Section 11.10 .

(e) Notwithstanding anything to the contrary contained in this Section 11.2 , upon receipt by Investor Member of a ROFO Sale Notice, either Investor Member or any direct or indirect owner of Investor Member, or any of their respective Affiliates, shall be entitled to send a ROFO Acceptance Notice on its own behalf, which ROFO Acceptance Notice shall be deemed effective for purposes of this Section 11.2 , in which event, from and after delivery of such ROFO Acceptance Notice, such Person shall be deemed the ROFO Non-Initiating Member for purposes of this Section 11.2 and Section 11.5 ; provided that only one ROFO Acceptance Notice with respect to any single ROFO Sale Notice may be delivered by the Investor Member and its Affiliates and any additional ROFO Acceptance Notices delivered by the Investor Member and its Affiliates following the delivery of the initial ROFO Acceptance Notice with respect to any single ROFO Sale Notice shall be ineffective.

11.3 Tag Along Rights . At least 15 days prior to any proposed Transfer by Investor Member of its Membership Interest or by RXR Fund or SLG OP of any of their indirect interests in Investor Member, in each case pursuant to Section 11.1(a)(i), to a Person other than a Permitted Transferee and in a transaction other than a transaction described in Sections 11.1(a)(iii) through (vii), the Investor Member or such Person proposing such Transfer (in such

capacity, a “ Tag Along Initiating Member ”) shall deliver a written notice (a “ Tag Along Sale Notice ”) to the Owner Member (in such capacity, the “ Tag Along Member ”) which shall specify in detail the material terms and conditions pursuant to which the Tag Along Initiating Member proposes to effect such Transfer including, among other terms and conditions, (i) the identity of the proposed purchaser, (ii) the Tag Along Initiating Member’s total Percentage Interest, (iii) the percentage of limited liability company interests in the Company that the Tag Along Initiating Member proposes to Transfer (the “ Tag Along Percentage Share ”; and the limited liability company interests proposed to be Transferred, the “ Tag Along Initiating Membership Interests ”) and (iv) the total purchase price (the “ Peg Price ”) proposed to be paid for such Tag Along Initiating Membership Interests. The Tag Along Member may then elect, by written notice to the Tag Along Initiating Member given within 15 days from the date of delivery of the Tag Along Sale Notice (the “ Tag Along Response Period ”), to participate in the Transfer by selling a percentage of limited liability company interests in the Company (the “ Tag Along Membership Interests ”) equal to the product of the Tag Along Percentage Share multiplied by the Tag Along Member’s Percentage Interest (the “ Participating Tag Along Percentage Interest ”), for a purchase price equal to the product of the Peg Price multiplied by the Participating Tag Along Percentage Interest, and otherwise on the same terms and subject to the same conditions as the proposed sale. If the Tag Along Member makes such an election within the Tag Along Response Period, the proposed Transfer may be effected only by a Transfer by each Member (directly or indirectly) of the Tag Along Percentage Share of its respective Percentage Interests. If the Tag Along Member does not make such an election within the Tag Along Response Period, the Tag Along Initiating Member may consummate the proposed Transfer of the Tag Along Initiating Membership Interests for the Peg Price or a greater or lesser amount of the Tag Along Initiating Member’s limited liability company interests for a pro rata portion of the Peg Price, as applicable, and on other material terms and conditions substantially not less favorable to the Tag Along Initiating Member than the terms and conditions contained in the Tag Along Sale Notice. In addition to providing the Tag Along Sale Notice, the Investor Member, SLG OP or RXR Fund, as applicable, shall keep Owner Member apprised and current with respect to any material negotiations in connection with a potential sale to a third-party which, if agreed to, would trigger the obligation to deliver a Tag Along Sale Notice. Notwithstanding anything to the contrary contained herein, (I) in no event shall this Section 11.3 apply with respect to any proposed indirect Transfer of a Membership Interest of Investor Member in any Person that is not a Single-Asset Person, (II) the rights set forth in this Section 11.3 in favor of the Owner Member are personal to Named Owner Member, and shall not run to the benefit of or be enforceable by any successors or assigns of Named Owner Member and (III) this Section 11.3 shall apply only to the extent of any direct or indirect interests of Named Owner Member beneficially owned by NYRT.

11.4 Forced Sale .

(a) From and after the Forced Sale Date, each Participating Member (in such capacity, the “ Forced Sale Initiating Member ”) shall, subject to the further provisions of this Section 11.4 , have the right to cause the Company to market and sell (a “ Forced Sale ”) the Property and other Company Assets (or, if the Participating Members so agree, the direct or indirect Equity Interests in the Subsidiaries of the Company which own the Property and the other Company Assets (such interests, the “ Forced Sale Equity Interests ”)) (as applicable, the “ Forced Sale Property ”) by delivering a written notice (a ” Forced Sale Notice ”) to the other Participating Member (in such capacity, the “ Forced Sale Non-Initiating Member ”), which Forced Sale Notice shall (i) set forth the Forced Sale Initiating Member’s election to cause the

Company to market and sell the Forced Sale Property to a third-party not Affiliated with any Member (a “ Third-Party Buyer ”) and (ii) specify the gross cash price at which the Forced Sale Initiating Member believes the Forced Sale Property should be sold free and clear of all liabilities secured by or otherwise relating to the Forced Sale Property ( i.e., without deduction of any Company Loan) (the “ Gross Forced Sale Price ”). If the Owner Member is the Forced Sale Initiating Member, the Forced Sale Notice shall constitute the Owner Member’s offer (a “ Forced Sale Offer ”) (i) to cause the Company to sell the Forced Sale Property to the Investor Member or its designee for the Adjusted Forced Sale Price or, at the Investor Member’s option, (ii) to sell the Owner Member’s Membership Interest to the Investor Member or its designee for cash for the Forced Sale Interest Purchase Price and, in each case, such Forced Sale Offer shall be irrevocable for a period of 30 days after delivery of the Forced Sale Notice (such period of 30 days, the “ Forced Sale Acceptance Period ”).

(b) Within the Forced Sale Acceptance Period, the Investor Member shall have the right to deliver to the Owner Member a notice (the “ Forced Sale Acceptance Notice ”) stating its desire to purchase, at the Investor Member’s option, one of (i) the Property and other Company Assets, (ii) the direct or indirect Equity Interests in the Subsidiaries of the Company which own the Property and the other Company Assets or (iii) the Owner Member’s Membership Interest on the terms and conditions set forth in the Forced Sale Notice, subject to the terms of this Article 11 . Within 2 Business Days following delivery of the Forced Sale Acceptance Notice, the Investor Member shall deliver the Forced Sale Deposit to a national title insurance company selected by the Investor Member, as escrow agent pursuant to a customary escrow agreement. Upon delivery of the Forced Sale Deposit, the Forced Sale Acceptance Notice shall constitute a binding contract to consummate the sale of the Property and the other Company Assets, the direct or indirect Equity Interests in the Subsidiaries of the Company which own the Property and the other Company Assets, or the Owner Member’s Membership Interest, in each case in accordance with the terms of this Article 11 . If the Forced Sale Deposit is not delivered within such 2 Business Day period as set forth above, the Forced Sale Acceptance Notice shall be deemed void and of no force and effect.

(d) If the Forced Sale Initiating Member is the Owner Member and the Investor Member (or such other Person permitted to send a Forced Sale Acceptance Notice pursuant to Section 11.4(g)) fails to deliver a Forced Sale Acceptance Notice pursuant to Section 11.4(b) , or if the Forced Sale Initiating Member is the Investor Member, the Investor Member shall cause the Company, together with any of its Subsidiaries, as necessary, to use commercially reasonable efforts to take all steps required to market, enter into an agreement to sell and to close a sale of the Forced Sale Property for cash in a manner designed to achieve the highest net cash sales price to the Company (taking into account any difference in cost to the Company and any of its Subsidiaries of prepaying or defeasing any then existing Company Loan as compared with a purchase of the Forced Sale Property assuming such Company Loan and paying or having the purchaser pay any applicable assumption fees), including providing any required notices under the Nomura Lease, which shall be based on the Gross Forced Sale Price, unless the Owner Member and the Investor Member otherwise agree, and seek to cause the Company to enter into a Valid Contract within the 180 day period after (I) the expiration of the Forced Sale Acceptance Period if the Forced Sale Initiating Member is the Owner Member or (II) the Forced Sale Notice if the Forced Sale Initiating Member is the Investor Member (such

period being the “ Marketing Period ”) to sell the Forced Sale Property (any such sale, a “ Section 11.4(d) Sale ”). Without limiting the foregoing, the Participating Members and Managers agree that the Company will engage CBRE Inc., Cushman & Wakefield, Inc. or Eastdil Secured, LLC or another licensed broker agreed to by the Owner Member and the Investor Member to conduct the marketing and sale of the Property and other Company Assets. Investor Member shall oversee the marketing and sale of the Forced Sale Property (but shall not have access to or receive the details concerning any bid or proposal received from third parties until after all final and best bids have been received by the applicable broker retained for the Forced Sale Property), Owner Member shall have a right to participate in the marketing and sale process and, subject to Section 11.4(f) , the Participating Members will agree to accept the best offer for the Forced Sale Property, taking into account all terms, including purchase price, required seller representations and indemnities and the timing and certainty of closing. If the Investor Member is not the Initiating Member, the Investor Member, SLG and/or RXR Realty and their respective Affiliates shall be entitled to make an offer or bid for the Forced Sale Property during the pendency of such marketing process (the price offered in such offer or bid, the “ Bid Price ”) and if the Investor Member, SLG and/or RXR Realty or their respective affiliates are selected as the buyer in a Section 11.4(d) Sale, at such buyer’s option, the Section 11.4(d) Sale shall be structured as the sale of one of (x) the Property and other Company Assets, (y) the direct or indirect Equity Interests in the Subsidiaries of the Company which own the Property and the other Company Assets or (z) the Owner Member’s Membership Interest, and the price to be paid for the same by such buyer shall be the Bid Purchase Price or the Bid Interest Purchase Price, as applicable, and which sale shall be consummated pursuant to Section 11.5 . In connection with a Section 11.4(d) Sale, the Participating Members agree to cooperate, and cause their designees as Managers to cooperate, fully and in good faith to deliver, as promptly as practicable, any materials reasonably requested by a potential buyer and to use their commercially reasonable efforts to cause the Section 11.4(d) Sale, including executing any consents or other instruments as may be required to complete the Section 11.4(d) Sale.

(e) Notwithstanding anything to the contrary contained herein, at any time within 30 days of expiration of the Forced Sale Acceptance Period, Investor Member may provide written notice to Owner Member, that it desires that any Section 11.4(d) Sale be structured as a sale of indirect interests in the Property (which shall include a sale of the RXR REIT Shares) (a “ Section 11.4(d) Interest Sale ”), in which event the Owner Member shall reasonably consider effecting such Section 11.4(d) Sale as a Section 11.4(d) Interest Sale. If following such consideration, the Owner Member determines that it may be feasible to structure an 11.4(d) Sale as an 11.4(d) Interest Sale, the Company shall market the 11.4(d) Sale as a sale of the Property and other Company Assets or the direct or indirect Equity Interests in the Subsidiaries and, following receipt of final bids, shall, to the extent reasonable under the circumstances, request an alternative bid for an 11.4(d) Interest Sale. If Investor Member desires to have the Company accept an alternative bid, RXR Owner shall cause one or more credit-worthy affiliates of RXR Owner to agree to pay the amount by which the offer for the 11.4(d) Interest Sale is less than the offer for the Property and other Company Assets or the direct or indirect Equity Interests in the Subsidiaries, and any amount to be paid by RXR Owner shall be taken into account in determining the best offer for the Forced Sale. If the Transaction is structured as an 11.4(d) Interest Sale, (i) in no event shall the structuring of the Section 11.4(d) Sale as a Section 11.4(d) Interest Sale adversely affect the economic or other terms, including, without limitation, indemnification and survival periods, of the Section 11.4(d) Sale as it relates to Owner Member, (ii) RXR Owner shall cause to be delivered to the Owner Member an opinion

in a form reasonably acceptable to Owner Member to the effect that (A) the RXR REIT has qualified as a REIT under the Code for all of its taxable years preceding its taxable year in which the Section 11.4(d) Interest Sale occurs and will qualify as a REIT for its taxable year in which the Section 11.4(d) Interest Sale occurs if the RXR REIT is liquidated on the date following the date on which the Section 11.4(d) Interest Sale occurs, and (B) such other matters as reasonably requested by Owner Member, (iii) RXR Owner shall cause one or more creditworthy affiliates reasonably acceptable to Owner Member to deliver to the Owner Member an indemnification, in form reasonably acceptable to the Owner Member, with respect to (Y) any liabilities of RXR REIT existing prior to the Section 11.4(d) Interest Sale and (Z) any adverse tax consequences which Owner Member may incur as a result of structuring the Section 11.4(d) Sale as a Section 11.4(d) Interest Sale to the extent in excess of liabilities which would have resulted from a direct purchase of Investor Member’s Membership Interest and assuming the RXR REIT is liquidated on the date following the Section 11.4(d) Interest Sale, and (iv) RXR Owner shall cause one or more credit-worthy affiliates reasonably acceptable to Owner Member to deliver such additional representations, covenants and indemnifications as the purchaser may require with respect to the RXR REIT.

(f) If, the Owner Member was the Initiating Member and following the marketing of the Forced Sale Property for sale in accordance with the provisions of Section 11.4(d) , the bid or offer of a Third-Party Buyer is selected as the best offer for the Forced Sale Property in accordance with Section 11.4(d) , and the Third-Party Adjusted Gross Cash Price is greater than or equal to 97.5% of the Gross Forced Sale Price, then the Owner Member and the Investor Member shall take all action that is reasonably necessary under the circumstances to accept such bid and enter into a Valid Contract reflecting the terms thereof as promptly as reasonably practicable. If the Owner Member was the Initiating Member and, following the marketing of the Forced Sale Property for sale in accordance with the provisions of Section 11.4(d) , the Third-Party Adjusted Gross Cash Price of the bid or offer of a Third-Party Buyer that is selected as the best offer for the Forced Sale Property in accordance with Section 11.4(d) is less than 97.5% of the Gross Forced Sale Price (such a bid or offer being referred to herein as a “ Non-Conforming Offer ”), and the Forced Sale Initiating Member is prepared to accept such Non-Conforming Offer, then the Forced Sale Non-Initiating Member shall, within 10 Business Days of notice from the Forced Sale Initiating Member of the same, advise whether it consents to a sale of the Forced Sale Property in accordance with such Non-Conforming Offer. If the Forced Sale Non-Initiating Member fails to respond within such 10 Business Day period or advises that it does not consent to such sale, then the Property shall not be sold pursuant to such Non-Conforming Offer. For avoidance of doubt, if a Forced Sale does not result in the execution and delivery of a Valid Contract or the closing of the sale of the Forced Sale Property pursuant thereto, each Participating Member shall have the right to reinitiate the Forced Sale Process in accordance with Section 11.4 . The Forced Sale Initiating Member shall have the exclusive right to reinitiate the Forced Sale process during the period within 10 days after the Forced Sale Non-Initiating Member does not consent to a sale pursuant to a Non-Conforming Offer which the Forced Sale Initiating Member is prepared to accept. Notwithstanding anything to the contrary contained in this Section 11.4 , if the Forced Sale Initiating Member delivers a new Forced Sale Notice within six months after the Forced Sale Non-Initiating Member does not consent to a sale pursuant to a Non-Conforming Offer, the Gross Forced Sale Price set forth therein shall be not more than the Third-Party Adjusted Gross Cash Price that the Forced Sale Initiating Member was prepared to accept in respect of the most recent Non-Conforming Offer and the minimum Third-Party Adjusted Gross Cash Price shall be 100% and not 97.5%.

(g) If, by the date that is 90 days following the end of the Marketing Period a sale of the Forced Sale Property pursuant to a Valid Contract does not close (for a reason other than a default by the Company under such Valid Contract), then (A) the Forced Sale Initiating Member shall be responsible for 100% of all out-of-pocket costs and expenses incurred by the Company, any Subsidiary thereof and any Participating Member in connection with the marketing and attempted sale of the Forced Sale Property pursuant to this Section 11.4 (less, in the case of default by a purchaser under such Valid Contract, the deposit of the purchaser actually received by any of the Companies) and shall promptly reimburse the Company, any Subsidiary thereof, or any Participating Member, as applicable, for any costs and expenses incurred in connection therewith and (B) the Company shall not cause the Forced Sale Property (or the Property and other Company Assets, if the Forced Sale Property is the Forced Sale Equity Interests) to be sold pursuant to this Section 11.4 unless either Participating Member delivers another Forced Sale Notice and once again initiates the provisions of this Section 11.4 .

(h) Notwithstanding anything to the contrary contained in this Section 11.4 , upon receipt by Investor Member of a Forced Sale Notice, either Investor Member or any direct or indirect owner of Investor Member, or any of their respective Affiliates, shall be entitled to send a Forced Sale Acceptance Notice on its own behalf, which Forced Sale Acceptance Notice shall be deemed effective for purposes of this Section 11.4 , in which event, from and after delivery of such Forced Sale Acceptance Notice, such Person shall be deemed the Forced Sale Non-Initiating Member solely for purposes of this Section 11.2 and Section 11.5 ; provided (A) that any such Forced Sale Acceptance Notice sent by a Person other than (i) Investor Member or (ii) any other Person controlled jointly (directly or indirectly) by SLG and RXR Realty shall specify that such Person desires to purchase the Owner Member’s Membership Interest pursuant to Section 11.4(b)(iii) (and not that such Person desires to purchase the Property and other Company Assets or the direct or indirect Equity Interests in the Subsidiaries of the Company pursuant to Section 11.4(b)(i) or (ii) ), (B) the transaction contemplated by such Forced Sale Acceptance Notice shall be consummated as a Transfer of Membership Interests in accordance with the terms of Section 11.5 , and (C) that only one Forced Sale Acceptance Notice with respect to a single Forced Sale Offer may be delivered by the Investor Member and its Affiliates and any additional Forced Sale Acceptance Notices delivered by the Investor Member and its Affiliates following delivery of the initial Forced Sale Notice with respect to any single Forced Sale Offer shall be ineffective.

11.5 Consummation of Transactions . The consummation of any Transfer from one Participating Member (or its direct or indirect owners) to the other Participating Member (or to another Person as permitted pursuant to Section 11.2(e) or Section 11.4(g) ) pursuant to Section 11.2 or Section 11.4 (each such transaction, a “ Member Transaction ”) shall occur in accordance with the terms and conditions set forth in this Section 11.5 , or on such other terms and conditions as the Participating Members shall agree.

(a) If the transaction is a purchase of Membership Interests, on the Interest Closing Date, the Non-Initiating Member (or its designee(s)) shall purchase from the Initiating Member, and the Initiating Member shall sell to the Non-Initiating Member (or its designee(s)), the Initiating Member’s Membership Interest subject to such Member Transaction for the Interest Purchase Price, subject to the further terms and conditions hereof:

(i) the Initiating Member shall deliver to the Non-Initiating Member (or its designee(s)):

(A)

a duly executed and acknowledged instrument of assignment conveying the Initiating Member’s Membership Interest subject to such Member Transaction to the Non-Initiating Member (or its designee(s)), free and clear of all Liens, which instrument shall contain surviving representations concerning due organization and authority of the Initiating Member and the absence of Liens on the Initiating Member’s Membership Interest to such Member Transaction and shall contain a provision indemnifying and holding the Non-Initiating Member (or its designee(s)) harmless from any loss, liability, cost or expense (including reasonable attorneys’ fees) it may incur by reason of any breach of such representation;

(B)

New York State Real Estate Transfer Tax Return (TP-584); and

(C)

New York City Real Property Transfer Tax Return (NYC-RPT).

(ii) the Non-Initiating Member (or its designee) shall pay the Interest Purchase Price (minus the Deposit, together with any interest accrued thereon, which shall be delivered to the Initiating Member, and as adjusted by the credits and apportionments herein set forth) to the Initiating Member in immediately available funds;

(iii) the Company shall close the books of the Company as of the Interest Closing Date, and all items of Company revenue and expense which are customarily apportioned in the sale of properties comparable to the Property shall be apportioned between the Initiating Member and the Non-Initiating Member as of 11:59 p.m. on the day preceding the Interest Closing Date in accordance with the customs and practices usual in transactions involving properties comparable to the Property (provided that such apportionment shall be without duplication of any items taken into account in calculating the Interest Purchase Price, if any), with items allocated to the period prior to 11:59 p.m. on the day preceding the Interest Closing Date to be further apportioned between the Initiating Member and the Non-Initiating Member in proportion to their respective Percentage Interests;

(iv) unless otherwise agreed to by the Initiating Member and the Non-Initiating Member, Net Income and Net Loss (and other relevant items referred to in Article 11 ) attributable to the Initiating Member’s Membership Interest subject to such Member Transaction for the Fiscal Year in which the Interest Closing Date occurs shall be allocated between the Initiating Member and the Non-Initiating Member by closing the books of the Company as of the Interest Closing Date;

(v) distributable cash up to (but not including) the Interest Closing Date shall be distributed in accordance with the provisions of Section 9.2 ;

(vi) the Interest Purchase Price shall be (A) increased by the aggregate amount of all Capital Contributions and Make-Up Loans (and accrued and unpaid interest thereon) made by the Initiating Member on account of the Initiating Member’s Interest in the period between the date of the ROFO Notice or Forced Sale Notice, as applicable, and the Interest Closing Date and (B) decreased by (I) (x) any Net Cash Flow distributed to the Initiating Member pursuant to Section 9.2 and (y) any Capital Proceeds distributed to the Initiating Member pursuant to Section 9.3 , in each case, (1) including in repayment of any LLC Loans and Member Loans made by the Initiating Member and (2) on account of the Initiating Member’s Interest during the period following delivery of the Forced Sale Notice or the ROFO Notice, as applicable, and (II) any outstanding Member Loans made to the Initiating Member during the period following the delivery of the ROFO Notice or Forced Sale Notice, as applicable, and unpaid interest accrued thereon;

(vii) the Initiating Member shall pay the Transfer Taxes due in connection with the conveyance of the Membership Interest of the Initiating Member;

(viii) the Initiating Member shall discharge of record all Liens affecting its Membership Interest subject to such Member Transaction, and if the Initiating Member fails to do so, the Non-Initiating Member may use any portion of the Interest Purchase Price to pay and discharge any such Liens and any related expenses and adjourn the Interest Closing Date for such period as may be necessary for such purpose;

(ix) the Members and the Managers shall execute all amendments to fictitious name, limited liability company or similar certificates and any other instruments or documents necessary to reflect, if applicable, the withdrawal of the Initiating Member from the Company, the admission of any new Member to the Company, if applicable, the resignation of the Initiating Member’s Managers from the Board, transfer of all bank accounts, contracts, deposits, accounts or other items in the control of the Initiating Member, if any, to the Non-Initiating Member (or its designee), or as may otherwise be required by Applicable Law and shall execute such other instruments, documents, certificates and affidavits as are customarily delivered in a sale of membership interests of Delaware limited liability companies; and

(x) an instrument releasing and discharging Owner Member and Affiliates of the Owner Member from all obligations under the Contribution, Reimbursement and Indemnity Agreement (or the equivalent) with the Investor Member or one or more Affiliates of the Investor Member, solely with respect to events, occurrences or omissions occurring after the time of such Transfer.

(b) If, pursuant to Section 11.4 hereof, the transaction is a purchase of the Property and other Company Assets, on the date on which the Property and other Company Assets are sold pursuant to the terms hereof, the Company, Office Owner and the Non-Initiating Member (or its designee) (as applicable) shall deliver, or cause to be delivered, the items set forth below (any defined term used in this Section 11.5(b) and not otherwise defined herein shall have the meaning set forth in the Membership Interest Purchase Agreement):

(i) Office Owner shall deliver the following items to the Non-Initiating Member (or its designee), all duly executed and acknowledged, where applicable:

(A)

a customary bargain and sale deed without covenants against grantor’s acts with respect to the Office Tower, duly executed and acknowledged by Office Owner;

(B)

a counterpart of a customary assignment of leases (the “ ALR ”) with respect to the Office Tenant Leases, duly executed by Office Owner;

(C)

customary tenant notice letters (the “ Tenant Notice Letters ”), if applicable, duly executed by Office Owner;

(D)

the Tenant Deposits, if any, held by Office Owner in the form of cash, either (i) in the form of a cashier’s check issued by a bank reasonably acceptable to the Non-Initiating Member or (ii) as part of an adjustment to the Adjusted Forced Sale Price or the Bid Purchase Price, as applicable. In the event one or more Tenant Deposits are in the form of a letter of credit, then Office Owner shall deliver each such original letter of credit with all amendments thereto (collectively, the “ Letters of Credit ”), together with documentation providing for such Letters of Credit to be transferred or assigned to the Non-Initiating Member;

(E)

a counterpart of a customary assignment and assumption of contracts (the “ Assignment and Assumption of Contracts ”) with respect to the Office Service Contracts, duly executed by Office Owner;

(F)

Customary notice to service providers, if applicable, duly executed by Office Owner;

(G)

a counterpart of a customary general assignment (the “ General Assignment ”), duly executed by Office Owner;

(H)

a customary title affidavit reasonably acceptable to a national title insurance company;

(I)

Evidence of authority, good standing (if applicable) and due authorization to consummate the sale of the Office Tower and including such additional facts as may be needed to enable a nationally recognized title insurance company to omit all exceptions regarding Office Owner’s standing, authority and authorization from a title insurance policy;

(J)

a bill of sale with respect to all personal property comprising the Property and owned by Office Owner, duly executed by Office Owner;

(K)

a certificate certifying that Office Owner is not a “foreign person” as defined in Section 1445 of the Code; and

(L)

any other affidavit, document or instrument (other than undertakings, indemnities and other documents and instruments to remove title exceptions) reasonably requested by a nationally recognized title insurance company issuing a title insurance policy in connection with the purchase of the Property and other Company Assets contemplated hereunder including, without limitation, corporate authorizations, pursuant to the terms of this Agreement or applicable law in order to effectuate the transfer of title to the Office Tower, and such other instruments, documents, certificates and affidavits as are customarily delivered in a sale of real estate in New York City.

(ii) the Company shall deliver (or shall cause its applicable Subsidiary to deliver) the following items to the Non-Initiating Member (or its designee), all duly executed and acknowledged, where applicable:

(A)

a duly executed and acknowledged instrument of assignment conveying the Equity Interests in Amenities Holdings or its Subsidiaries (at the Non-Initiating Member’s option) (the “ Assignment and Assumption of Amenities Owner’s Equity Interests ”), subject to such transaction to the Non-Initiating Member (or its designee(s)), free and clear of all Liens;

(B)

an amendment to the limited liability company agreement of Amenities Holdings or the applicable Subsidiaries thereof, admitting the Non-Initiating Member (or its designee) as a member in place of such Person’s existing member(s) (the “ Amenities LLC Agreement Amendment ”); and

(C)

such other instruments, documents, certificates and affidavits as are customarily delivered in a sale of membership interests of Delaware limited liability companies.

(iii) the Company shall deliver (or cause to be delivered by the applicable Subsidiaries of the Company) the following items to the Non-Initiating Member (or its designee) or to Escrow Agent (as applicable), all duly executed and acknowledged, where applicable:

(A)

New York State Real Estate Transfer Tax Return (TP-584);

(B)

New York City Real Property Transfer Tax Return (NYC-RPT);

(C)

New York State Real Property Transfer Report with respect to the Office Property (RP-5217 NYC);

(D)

Evidence of authority, good standing (if applicable) and due authorization to consummate the sale of the Property and Company Assets and including such additional facts as may be reasonably requested by the title insurance company engaged in connection therewith to enable a national title insurance company to omit all exceptions regarding such entity’s standing, authority and authorization from a title insurance policy;

(E)

all original or, if originals are unavailable, complete copies of the Licenses and Permits, the Tenant Leases, the Records and the Service Contracts in the Company’s or its Subsidiaries’ possession or control; and

(F)

all keys and combinations (if applicable) to the Improvements which are in the Company’s or its Subsidiaries’ possession or control.

(iv) the Non-Initiating Member (or its designee) shall deliver or cause to be delivered the following items to the Company:

(A)

a counterpart of the ALR with respect to the Office Tenant Leases, duly executed by the Non-Initiating Member;

(B)

a counterpart of the Assignment and Assumption of Contracts with respect to the Office Service Contracts, duly executed by the Non-Initiating Member;

(C)

a counterpart of the General Assignment, duly executed by the Non-Initiating Member;

(D)

New York State Real Estate Transfer Tax Return (TP-584), duly executed by the Non-Initiating Member;

(E)

New York City Real Property Transfer Tax Return (NYC-RPT), duly executed by the Non-Initiating Member;

(F)

New York State Real Property Transfer Report (Form RP-5217 NYC) with respect to the Office Property, duly executed by the Non-Initiating Member;

(G)

a counterpart of the Assignment and Assumption of Amenities Owner’s Equity Interests, duly executed by the Non-Initiating Member; and

(H)

a counterpart to the Amenities LLC Agreement Amendment.

(v) the Non-Initiating Member (or its designee) shall pay the Adjusted Forced Sale Price or the Bid Purchase Price, as applicable, (minus the Deposit, together with any interest accrued thereon, which shall be delivered to the Initiating Member, and as adjusted by the credits and apportionments herein set forth) to the Company or its Subsidiaries, as applicable, in immediately available funds, which shall simultaneously deliver to each of the Initiating Member and the Comfort Member, respectively, the amount that each would receive on liquidation of the Company if all other liabilities of the Members, Company and its Subsidiaries which relate to the Property being sold were discharged (including any Make-Up Loans and Special Liabilities) and the Company was liquidated and all assets of the Company were distributed in accordance with the provisions of Article 12 .

(vi) the Company and/or the applicable Subsidiary thereof shall pay the Transfer Taxes due in connection with the sale of the Property and other Company Assets;

(vii) as of the Interest Closing Date, all items of revenue and expense which are customarily apportioned in the sale of properties comparable to the Property shall be apportioned between the Company and its Subsidiaries (other than Amenities Holdings), on the one hand, and the Non-Initiating Member (or its designee), on the other hand, as of 11:59 p.m. on the day preceding the Interest Closing Date in accordance with the customs and practices usual in transactions involving properties comparable to the Property (provided that such apportionment shall be without duplication of any items taken into account in calculating the Adjusted Forced Sale Price or the Bid Purchase Price, as applicable, if any) with items allocated to the Company and its Subsidiaries for the period prior to 11:59 p.m. on the day preceding the Interest Closing Date to be further apportioned between the Initiating Member and the Non-Initiating Member in proportion to their respective Percentage Interests; and

(viii) the Non-Initiating Member shall cause to be delivered to the Initiating Member an instrument releasing and discharging Owner Member and Affiliates of the Owner Member from all obligations under the Contribution, Reimbursement and Indemnity Agreement (or the equivalent) with the Investor Member or one or more Affiliates of the Investor Member, solely with respect to events, occurrences or omissions occurring after the time of such transfer.

(c) If, pursuant to Section 11.4 hereof, the transaction is a purchase of Equity Interests in Company Subsidiaries, on the Interest Closing Date, the Non-Initiating Member (or its designee) and the Company or its applicable Subsidiaries (as applicable) shall deliver, or cause to be delivered, the following (any defined term used in this Section 11.5(c) and not otherwise defined herein shall have the meaning set forth in the Membership Interest Purchase Agreement):

(i) the applicable Company Subsidiaries shall deliver or cause to be delivered to the Non-Initiating Member (or its designee(s)):

(A)

one or more duly executed and acknowledged instruments of assignment conveying the Equity Interests in the applicable Company Subsidiary subject to such transaction to the Non-Initiating Member (or its designee(s)), free and clear of all Liens;

(B)

New York State Real Estate Transfer Tax Return (TP-584); and

(C)

New York City Real Property Transfer Tax Return (NYC-RPT).

(ii) the Non-Initiating Member (or its designee) shall pay the Adjusted Forced Sale Price or the Bid Purchase Price, as applicable, (minus the Deposit, together with any interest accrued thereon, which shall be delivered to the Initiating Member, and as adjusted by the credits and apportionments herein set forth) to the Company and/or the applicable Company Subsidiaries, in immediately available funds, which shall simultaneously deliver to each of Owner Member and Comfort Member, respectively, the amount that each would receive on liquidation of the Company if all other liabilities of the Company and its Subsidiaries which relate to the Property being sold were discharged (including any Make-Up Loans and Special Liabilities) and the Company was liquidated and all assets of the Company were distributed in accordance with the provisions of Article 12 .

(iii) as of the Interest Closing Date, all items of revenue and expense which are customarily apportioned in the sale of properties comparable to the Property shall be apportioned between the Company and its Subsidiaries (other than Amenities Holdings), on the one hand, and the Non-Initiating Member (or its designee), on the other hand, as of 11:59 p.m. on the day preceding the Interest Closing Date in accordance with the customs and practices usual in transactions involving properties comparable to the Property (provided that such apportionment shall be without duplication of any items taken into account in calculating the Adjusted Forced Sale Price or the Bid Purchase Price, as applicable, if any) with items allocated to the Company and its Subsidiaries for the period prior to 11:59 p.m. on the day preceding the Interest Closing Date to be further apportioned between the Initiating Member and the Non-Initiating Member in proportion to their respective Percentage Interests;

(iv) the Company and/or the applicable Subsidiary thereof shall pay the Transfer Taxes due in connection with the conveyance of the Equity Interests of the Initiating Member;

(v) the Company shall discharge or cause to be discharged of record all Liens affecting the Forced Sale Equity Interests and any Equity Interests in Company

Subsidiaries subject to such purchase of the Equity Interests in Company Subsidiaries, and if the Company fails to do so, the Non-Initiating Member may use any portion of the Adjusted Forced Sale Price or the Bid Purchase Price, as applicable, to pay and discharge any such Liens and any related expenses and adjourn the Interest Closing Date for such period as may be necessary for such purpose;

(vi) the Members shall execute all amendments to fictitious name, limited liability company or similar certificates necessary to reflect the transaction;

(vii) the Company and its Subsidiaries shall execute such other instruments, documents, certificates and affidavits as are customarily delivered in a sale of membership interests of Delaware limited liability companies; and

(viii) an instrument releasing and discharging Owner Member and Affiliates of the Owner Member from all obligations under the Contribution, Reimbursement and Indemnity Agreement (or the equivalent) with the Investor Member or one or more Affiliates of the Investor Member, solely with respect to events, occurrences or omissions occurring after the time of such transfer.

(d) If the Initiating Member shall default in its obligation to close the sale of its Membership Interest subject to such Member Transaction on the Interest Closing Date pursuant to Section 11.5(a) , then the Non-Initiating Member shall be entitled, as its sole and exclusive remedy, either (i) to the return of the Deposit together with all interest accrued thereon or (ii) to seek specific performance of the Initiating Member’s obligations. If the Non-Initiating Member shall default in its obligation to close the purchase of the Initiating Member’s Membership Interest subject to such Member Transaction on the Interest Closing Date pursuant to Section 11.5(a) , then the Initiating Member, as its sole and exclusive remedy, shall be entitled to retain the Deposit, together with all interest accrued thereon, as liquidated damages, and may thereafter (i) in the case of a ROFO Initiating Member, sell the ROFO Membership Interests or (ii) in the case of a Forced Sale Initiating Member, cause the Company to sell the Property and the Company Assets or the direct or indirect equity interests of the Company in any of its Subsidiaries to a Third-Party Buyer pursuant to a Valid Contract, without the Non-Initiating Member having the right to purchase the Property under this Agreement or otherwise consent thereto. In no event shall such Deposit or accrued interest be deemed to be a Capital Contribution by any Member.

11.6 Comfort Member Put Option .

(a) At any time after September 1, 2020 and prior to June 1, 2021 (the “ Comfort Member Put Period ”), the Comfort Member shall have the right to require the Company to redeem its Membership Interest (the “ Comfort Member Put Option ”). If the Comfort Member Put Option is exercised, the Company shall redeem and the Comfort Member shall sell, all, and not less than all, of the Membership Interests owned by Comfort Member, free and clear of all Liens and adverse claims, as described below.

(b) The Comfort Member Put Option may be exercised by the Comfort Member by delivering written notice (a “ Comfort Member Put Notice ”) to the Administrative Member (and if the Investor Member is not the Administrative Member, to the Investor

Member). The Comfort Member Put Notice shall contain, (i) a written statement that the Comfort Member is exercising the Comfort Member Put Option under this Section 11.6(b) and (ii) the Comfort Member’s determination of the fair market value of the Property and the calculation of the Comfort Member Put Price (as defined below), accompanied by a statement showing the calculation thereof in reasonable detail.

(c) The “ Comfort Member Put Price ” shall equal the amount that the Comfort Member would be entitled to receive in accordance with the provisions of Article 12 under this Agreement with respect to all of its Membership Interests if the Property were sold for cash for a purchase price equal to its fair market value, all Company Loans were discharged, customary brokerage fees, Transfer Taxes and other customary costs of closing were paid by the party customarily responsible for such costs, all other liabilities of the Company and its Subsidiaries which relate to the Property being sold were discharged and the Company was liquidated and all assets of the Company were distributed in accordance with the provisions of Article 12 .

(d) The Investor Member shall review and approve (or disapprove) of such determination of the Comfort Member Put Price within 15 Business Days. In the event the Investor Member does not approve the Comfort Member’s calculation within 15 Business Days, the Investor Member shall identify the reasons therefor prior to the expiration of such 15 Business Day period and Comfort Member and the Investor Member shall work expeditiously in good faith to resolve any disagreement. If such disagreement cannot be resolved within 20 days after the expiration of such period, then within five 5 Business Days following the expiration of such 20 day period, the Comfort Member and the Investor Member shall propose to the other in writing a Comfort Member Put Price (each, a “ Comfort Member Put Price Proposal ”) and following the delivery of such proposals the fair market value of the Property and the Comfort Member Put Price shall be determined by final and binding arbitration in New York, NY, administered by JAMS in accordance with JAMS Streamlined Arbitration Rules and Procedures, as in effect at that time, by an arbitrator with at least ten years of experience relating to owning properties similar to the Property and located in Manhattan. Each of the Comfort Member and Investor Member shall promptly submit to such arbitrator its position as to the fair market value of the Property and the Comfort Member Put Price (which, for each of the Comfort Member and Investor Member shall be their respective Comfort Member Put Price Proposal) and any applicable materials that it desires that such arbitrator consider in making its determination within seven Business Days following the appointment of the arbitrator. Such arbitrator shall consider only the materials submitted to it for resolution. Each of the Comfort Member and Investor Member shall cooperate with JAMS and with the other party in scheduling the arbitration proceedings so that a determination of the fair market value of the Property and the Comfort Member Put Price is rendered within 30 calendar days after submission thereof to arbitration, and any notice requirements under Paragraph 14(b) of the JAMS Streamlined Arbitration Rules and Procedures or otherwise may be shortened by such arbitrator in its discretion. The non-prevailing party in such arbitration (which for this purpose shall be either the Comfort Member or the Investor Member) shall pay all fees and disbursements due to JAMS and the arbitrator as well as the reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) of the prevailing party incurred in connection with such arbitration. The arbitrator shall be (i) a disinterested and impartial person and (ii) selected in accordance with Paragraph “12(c)” et seq. of the JAMS Streamlined Arbitration Rules and Procedures. Such arbitrator shall be bound by the provisions of this Agreement and by Applicable Law and shall select the position proposed by either the Comfort

Member or the Investor Member, but no other amount, which, in his or her opinion, is closest, to the amount that would be the Comfort Member Put Price. Any decision rendered by such arbitrator with respect to the Comfort Member Put Price shall be final, conclusive and binding upon the Company and the Comfort Member and may be entered and enforced in any court having jurisdiction over the Company and the Comfort Member. Any Comfort Member Put Price Proposal submitted pursuant to this Section 11.6(d) shall be used only for the purposes of this Section 11.6(d) and shall not otherwise be binding on the Company and the Comfort Member, shall not be deemed an offer of settlement, shall not be submitted as evidence in any dispute, and shall have no effect other than as expressly set forth in this Section 11.6(d) .

(e) Subject to clause (g) below, closing of the Comfort Member Put Option under this Section 11.6 will take place no later than that date which is 30 days after the Comfort Member Put Price is determined in accordance with Section 11.6(d) , with the Company paying the Comfort Member Put Price in immediately available funds (provided that the same shall be (A) increased by the aggregate amount of all Capital Contributions made by the Comfort Member in the period between the determination of the Comfort Member Put Price pursuant to the terms of this Section 11.6 , and the closing of the Comfort Member Put Option and (B) decreased by any Capital Proceeds distributed to the Comfort Member pursuant to Section 9.3 during the period between the determination of the Comfort Member Put Price pursuant to the terms of this Section 11.6 , and the closing of the Comfort Member Put Option). The Company and the Comfort Member shall execute and deliver (i) an assignment conveying the Comfort Member’s Membership Interest to the Company, free and clear of all Liens, which instrument shall contain surviving representations concerning due organization and authority of the Comfort Member and the absence of Liens on the Comfort Member’s Membership Interest and shall contain a provision indemnifying and holding the Company harmless from any loss, liability, cost or expense (including reasonable attorneys’ fees) it may incur by reason of any breach of such representation, (ii) all amendments to fictitious name, limited liability company or similar certificates, (iii) New York State Real Estate Transfer Tax Return (TP-584), (iv) New York City Real Property Transfer Tax Return (NYC-RPT) and (v) any other instruments or documents, if any, necessary to reflect the redemption, or as may otherwise be required by Applicable Law and shall execute such other instruments, documents, certificates and affidavits as are customarily delivered in a redemption of membership interests of Delaware limited liability companies. Comfort Member shall (A) discharge of record all Liens affecting its Membership Interest, and if the Comfort Member fails to do so, the Company may use any portion of the Comfort Member Put Price to pay and discharge any such Liens and any related expenses and adjourn the closing of the Comfort Member Put Option for such period as may be necessary for such purpose and (B) pay all transfer, gains, stamp or similar taxes due in connection with the consummation of the Comfort Member Put Option (but if the taxing authorities shall impose any such tax as a result of aggregating the consummation of the Comfort Member Put Option with any Transfers of direct or indirect interests in any Participating Member, each Member shall be responsible for the taxes attributable to its respective Transfer). All Comfort Member Make-Up Loans and accrued interest thereon shall be paid in full out of the proceeds of the sale at the closing thereof. The redemption of the Comfort Member’s Membership Interest pursuant to the exercise of the Comfort Member Put Option includes a redemption by the Company of the Comfort Member’s (1) capital account in the Company (if any), (2) without duplication, capital contributions to the Company (if any), (3) rights to receive distributions from the Company (if any) and (4) other rights in its capacity as a member of the Company, in each case as of the closing of the exercise of the Comfort Member Put Option. From and after the closing of the Comfort Member Put

Option, the Comfort Member shall cease to have any rights as a member of the Company, and this Agreement shall be deemed amended such that all references in this Agreement to the Comfort Member shall be void, null and of no force and effect and this Agreement shall be interpreted as if it were an Agreement solely between Owner Member and Investor Member. If any redemption payment due to the Comfort Member is not paid within five days after it is due, the unpaid amount thereof shall accrue interest at the rate of 8% per annum (compounded annually) from the date due until fully paid.

(f) If the Company is required to redeem the Membership Interests of the Comfort Member on exercise of the Comfort Member Put Option, the Investor Member shall make a Capital Contribution in an amount equal to the purchase price required to be paid to redeem the Comfort Member’s Membership Interests (plus any interest payable on such purchase price to the extent accrued pursuant to Section 11.6(e) ) and the Investor Member’s Percentage Interest will be increased by an amount equal to the Comfort Member’s Percentage Interest at the time of the closing of the exercise of the Comfort Member Put Option.

(g) Notwithstanding anything to the contrary set forth in this Section 11.6 , if the Comfort Member Put Notice is delivered prior to September 15, 2020, in no event shall the closing of the Comfort Member Put Option occur prior to November 5, 2020 or later than December 31, 2020.

11.7 Assignment Binding on Company . No Transfer of all or any part of the Membership Interest of a Participating Member otherwise permitted to be made under this Agreement shall be binding upon the Company unless and until a duplicate original of the Joinder Agreement or other instrument of transfer, duly executed and acknowledged by the assignor or transferor, has been delivered to the Company and such instrument evidences the written acceptance by the assignee of all of the terms and provisions of this Agreement.

11.8 Substituted Members .

(a) In order for a Person to be admitted as a Substituted Member of the Company (i) such Person shall have acquired the Membership Interest in accordance with the terms of this Agreement including this Article 11 ; (ii) such Person shall have delivered to the Company a Joinder Agreement under which such Person undertakes to be bound by the terms and conditions of this Agreement and shall have delivered such documents and instruments as the non-transferring member determines to be necessary or appropriate and as are consistent with the terms of this Agreement in connection with the Transfer to such Person or to effect such Person’s admission as a Member; and (iii) as provided in Section 3.1 , Exhibit A shall thereby be amended without the further vote, act or consent of any other Person to reflect such new Person as a Substituted Member, and such Person shall be deemed admitted as a Substituted Member, and deemed listed as such on the books and records of the Company and thereupon shall be issued its Membership Interest.

(b) Any Member that assigns all of its Membership Interests pursuant to an assignment or assignments permitted under this Agreement shall cease to be a Member of the Company. Any Person who is an assignee of any portion of the Membership Interest of a Member pursuant to an assignment satisfying the requirements of this Article 11 shall become a Substituted Member only when the Administrative Member has entered such Substituted Member as a Member on the books and Records of the Company, which the Administrative Member is hereby directed to do upon satisfaction of such requirements.

(c) Any Person who is an Assignee of any of the Membership Interests of a Member pursuant to an assignment satisfying the requirements of this Article 11 but who does not become a Substituted Member and desires to make a further assignment of any such Membership Interest shall be subject to all the provisions of this Article 11 to the same extent and in the same manner as any Member desiring to make an assignment of its Membership Interest (other than Section 11.8(b) ).

(d) Any assignee of 100% of the Investor Member’s or the Owner Member’s Membership Interests that is admitted as a Substituted Member in accordance with the terms of this Agreement shall be entitled to all of the applicable Member’s rights under this Agreement (including, with respect to Owner Member, its rights to designate (a) Manager(s), it being understood that the Owner Member’s designated Manager(s) shall resign upon such Transfer in order to permit a replacement Manager(s)), to the extent such rights are assigned to it.

11.9 Conditions Applicable to All Transfers .

(a) Notwithstanding anything to the contrary contained in this Agreement, any direct or indirect Transfer of any interest by a Member shall be made in full compliance with Applicable Law. In the event that any filing, application, approval or consent is required in connection with any such Transfer, the transferring Member shall promptly make such filing or application or obtain such approval or consent, at its sole expense, and shall reimburse each other Member for any costs or expenses (including attorneys’ fees) incurred by such Member in connection with any such filing, application, approval or consent.

(b) No direct or indirect Transfer of a Membership Interest shall be binding upon the Company and the other Members (i) if such Transfer would violate any Loan Document or any Lease, (ii) except for permitted transfers under Section 11.1(a)(i), (ii), (iii), (iv), (v), (vi) or (vii), unless and until all Make-Up Loans (including interest accrued thereon) made to or on account of the transferring Member are repaid in full or will be repaid in full prior to, or out of the proceeds from, the Transfer, and (iii) if any Transfer Taxes shown to be due upon a Post-Closing Transfer in any Transfer Tax Returns provided to and approved by Investor Member pursuant to Section 11.10(b)(i) are not paid at the closing of such Post-Closing Transfer.

(c) Without the consent of the other Participating Member, no Transfer shall be permitted if the Transfer would (i) cause the Company to fail to qualify for the “private placement safe harbor” from being treated as a “publicly traded partnership” under Regulations Section 1.7704-1(h); (ii) cause any direct or indirect owner of any Participating Member to fail to qualify as a REIT; (iii) cause the assets of the Company to be deemed “plan assets” of any Person subject to ERISA which may own any direct or indirect interest in the Company; (iv) if it would violate the registration provisions of the Securities Act or of any other federal, state or local securities laws; or (v) if it would violate any other Applicable Laws, including Executive Order 13224 (September 23, 2001), the rules and regulations of the Office of Foreign Assets Control, Department of Treasury, and any enabling legislation or other Executive Orders in respect thereof.

11.10 Transfer Taxes .

(a) Owner Member shall indemnify, protect, defend and hold harmless Investor Member and the Company from and against any and all claims, demands, liabilities, costs, expenses and other amounts arising from any obligation or assessment for the payment of Transfer Taxes, including Transfer Taxes paid by Investor Member in accordance with the provisions of this Section 11.10(a) , and any and all costs, expenses, and other amounts (including, without limitation, reasonable attorneys’ fees and disbursements) that may be due and payable in connection with any audit (including any written inquiry), examination, administrative or judicial proceeding, or other matter with respect to the 48.7% Acquisition, whether due at the time of the Closing or as the result of any subsequent event; provided that where the subsequent event is the purchase by Investor Member of Owner Member’s Membership Interest under Section 11.4(b) in connection with a Forced Sale (a “ Forced Sale Transfer ”) (i) the indemnity contained in this Section 11.10(a) shall not apply and (ii) Investor Member hereby agrees to the filing of any Transfer Tax Returns with respect to such Forced Sale Transfer that reflect the Forced Sale Transfer as the sole Transfer from Owner Member to Investor Member. Notwithstanding anything to the contrary in this Agreement, including this Section 11.10(a) , Owner Member shall control, and make any decisions regarding, any audit, examination, administrative or judicial proceeding or other matter pertaining to any Transfer Tax with respect to the 48.7% Acquisition; provided , however , that Owner Member shall (i) notify Investor Member of any administrative or judicial proceeding or other matter pertaining to any Transfer Tax with respect to the 48.7% Acquisition, (ii) furnish Investor Member with any and all correspondence or communication relating to any Transfer Tax with respect to the 48.7% Acquisition received from any state or local taxing authority, and (iii) consult with Investor Member prior to settling any material tax audit, claim or controversy relating to any Transfer Tax with respect to the 48.7% Acquisition. If either (i) within ten (10) Business Days of the entry of a final non-appealable regulatory or judicial determination that Transfer Tax is due with respect to the 48.7% Acquisition, Owner Member fails to pay such Transfer Tax in full and provide evidence reasonably satisfactory to Investor Member of such payment, or (ii) Investor Member reasonably determines (based on the advice of outside transfer tax counsel) that, as a result of a Transfer Tax audit, claim or controversy, there is a material risk that either the Property (or a portion thereof) or Investor Member’s Membership Interest (or a portion thereof) may be seized or made subject to a lien or other encumbrance, Investor Member shall have the right to pay Transfer Tax with respect to the 48.7% Acquisition on behalf of Owner Member; provided that if Investor Member decides to pay such Transfer Tax due to the foregoing clause (ii), Investor Member shall provide Owner Member written notice of such decision at least ten Business Days prior to its payment of the Transfer Tax along with a copy of advice from an attorney or accountant competent in matters relating to New York City real property transfer taxes with respect thereto. Amounts from and against which Owner Member is obligated to indemnify Investor Member (or the Company, to the extent of Investor Member’s pro rata share) pursuant to this Section 11.10(a) shall be deemed a “ Member Loan ” until paid. The provisions of this Section 11.10(a) shall survive the termination of this Agreement.

(b) Notwithstanding anything herein to the contrary, except as provided in the following sentence, Owner Member shall not Transfer or permit the Transfer of any portion of Owner Member’s Membership Interest, including an indirect interest therein (a “Post-Closing Transfer”) prior to the third anniversary of the Closing Date such that the aggregate of the Post-Closing Transfers shall represent 1.3% or more of the direct or indirect Membership Interests in

the Company. Owner Member shall (i) provide Investor Member with not less than 20 (twenty) Business Days’ prior written notice of such contemplated Transfer, which notice shall include (A) copies of the Transfer Tax Returns to be filed in connection with such Transfer with respect to the 48.7% Acquisition and (B) evidence reasonably satisfactory to Investor Member that the applicable Transfer Taxes in connection with the 48.7% Acquisition will be paid by Owner Member concurrently with the closing of such Transfer and (ii) pay the applicable Transfer Taxes shown to be due in the Transfer Tax Returns upon the closing of such Transfer; provided that such Transfer Tax Returns shall be subject to the reasonable approval of Investor Member, it being agreed that it shall be reasonable for Investor Member to require that such Transfer Tax Returns reflect that the 48.7% Acquisition is “aggregated” with such Transfer; and provided further that a conversion of NYRT from a Maryland corporation into a Maryland limited liability company or limited partnership shall not constitute a Transfer for purposes of this Section 11.10(b) if and only if (x) the rule relating to conversions in Example C of Section 23-05(b) the New York City Tax Regulations is in effect at the time of the conversion and (y) such notice is accompanied by a copy of the legal advice provided to Owner Member, reasonably acceptable to Investor Member, concluding that the conversion qualifies as a conversion described in such Example. The provisions of Section 11.10(a) shall not apply to Transfers described in this Section 11.10(b).

(c) If following the Closing Date there shall occur a Transfer with respect to any Member’s Membership Interest, including a Transfer of any indirect interest therein, then, to the extent such Transfer results in the imposition of a Transfer Tax as a result of the “aggregation” of such Transfer with the Transfer of the Membership Interest of another Member, including the Transfer of any indirect interest therein, each of the Members whose aggregated interests were Transferred (directly or indirectly) shall pay the Transfer Taxes attributable to the Transfer of its Membership Interest; provided , however , that nothing in this Section 11.10(c) shall be construed to limit the limitations, requirements and indemnification contained in Section 11.10(a) and Section 11.10(b) . The provisions of this Section 11.10(c) shall survive the termination of this Agreement.

11.11 Representations and Warranties . Each assignee of a Membership Interest, as a condition to being admitted as a Substituted Member shall make each of the representations and warranties set forth in Section 13.1(a) ; provided that for purposes of such representations and warranties, the phrase “the Joinder Agreement and this Agreement” shall be used in lieu of the phrase “this Agreement.”

11.12 Acceptance of Prior Acts . Any Person who becomes a Member, by becoming a Substituted Member, accepts, ratifies and agrees to be bound by all actions duly taken pursuant to the terms and provisions of this Agreement by the Company or any of its members prior to the date such Person became a Member.

ARTICLE 12

DISSOLUTION OF THE COMPANY AND

WINDING UP

12.1 Dissolution .

(a) The Company shall be dissolved and its affairs shall be wound up only upon the first to occur of the following:

(i) the written consent of the Participating Members;

(ii) the entry of a decree of judicial dissolution under Section 18-802 of the Act; and

(iii) the disposition of all of the Company Assets and the collection of all amounts derived from such disposition and the satisfaction of contingent liabilities of the Company or its Subsidiaries in connection with such disposition.

(b) Except as provided in this Agreement, no Member shall have the right (i) to withdraw or resign as a Member of the Company, (ii) to redeem or otherwise require redemption of its Membership Interest in the Company or any part thereof or (iii) to the fullest extent permitted by Applicable Law, to dissolve itself voluntarily.

(c) Notwithstanding any other provision of this Agreement, the Bankruptcy of a Member shall not cause the Member to cease to be a member of the Company and, upon the occurrence of such an event, the business of the Company shall continue without dissolution.

12.2 Winding Up . In the event of the dissolution of the Company pursuant to Section 12.1(a) , the Managers shall wind up the Company’s affairs.

(a) Upon dissolution of the Company and until the filing of a certificate of cancellation as provided in the Act, the Managers, in accordance with this Agreement, (or a liquidating trustee, as the case may be) shall, in the name of, and for and on behalf of, the Company, continue to act as such and shall make all decisions by Board Approval relating to the conduct of any business or operations during the winding up period and to the sale or other disposition of Company Assets, including to prosecute and defend suits, whether civil, criminal or administrative, gradually settle and close the Company’s business, dispose of and convey the Company Assets, discharge or make reasonable provision for the Company’s liabilities, liquidate all Company Assets and distribute to the Members in accordance with Section 12.3 any remaining cash of the Company, all without affecting the liability of Members and without imposing liability on any liquidating trustee. In addition to any other waivers included in this Agreement, each Member hereby waives any claims it may have against the Managers during any winding up that may arise out of the Managers’ management of the Company, so long as such Managers act in good faith and without gross negligence, recklessness or willful misconduct. Every reasonable effort shall be made by the Managers in accordance with this Section 12.2 to dispose of the assets of the Company within 90 days after dissolution.

(b) Upon the completion of winding up of the Company, the Managers acting with Board Approval or a liquidating trustee, as the case may be, as an authorized person shall file a certificate of cancellation of the Certificate of Formation in the Office of the Secretary of State of the State of Delaware as provided in the Act and any other similar certificates of cancellation or termination required to discontinue its status as a legal entity or its authorization to do business in the states in which it is qualified to do so. The existence of the Company as a separate legal entity shall continue until cancellation of the Certificate of Formation as provided in the Act.

12.3 Distribution s . Upon dissolution of the Company, the expenses of liquidation and the Company’s liabilities and obligations to creditors (including obligations to Members, if any, other than liabilities for distributions) shall be paid, or reasonable provisions shall be made for payment thereof, in accordance with Applicable Law, from cash on hand or from the liquidation of Company properties. After payment or provision for payment of all expenses of liquidation and liabilities and obligations of the Company, remaining cash of the Company shall be distributed to the Members, in accordance with Section 9.3 . There shall be no distribution of Company Assets other than cash, and all such Company Assets other than cash shall be liquidated upon a dissolution of the Company. The Members hereby acknowledge and agree that they have no right, title or interest to the Company’s name and the goodwill attached thereto.

ARTICLE 13

REPRESENTATIONS AND WARRANTIES

13.1 Representations and Warranties .

(a)Each Member hereby represents and warrants to the other Members as of the Effective Date that:

(i) such Member is a corporation, limited liability company or limited partnership, as the case may be, duly organized, validly existing and in good standing under the laws of the state of its incorporation or formation, as applicable;

(ii) such Member has the requisite corporate, partnership or limited liability company power and authority, as applicable, to enter into this Agreement and perform the terms of this Agreement;

(iii) such Member has duly executed and delivered this Agreement; the execution and delivery of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized and no other corporate, partnership, limited liability company or other action on the part of such Member or any of its shareholders, partners or members is necessary in order to permit such Member to consummate the transactions contemplated hereby; and

(iv) this Agreement constitutes the valid and binding obligation of such Member, enforceable in accordance with its terms as the same may be limited, however, by applicable insolvency, bankruptcy, fraudulent conveyance, fraudulent transfer, reorganization, moratorium, or other laws affecting creditors’ rights generally or by general principles of law or equity.

(b) By execution and delivery of a Joinder Agreement, each Member admitted after the date hereof (in compliance with the terms of this Agreement) represents and warrants to the Company and the other Members that:

(ii) such Member has the requisite corporate, partnership or limited liability company power and authority, as applicable, to enter into this Agreement and perform the terms of this Agreement;

(v) the execution, delivery or performance by such Member of this Agreement or the transactions contemplated hereby will not (and with the giving of notice or lapse of time or both would not) conflict with, or will result in a breach or violation of, or will constitute a default under, or will result in a loss of contractual benefits under (A) its charter, by-laws, operating agreement, certificate of formation, certificate of limited partnership or agreement of partnership, as applicable, or any agreement or instrument by which such Member may be bound, or (B) any legal requirement or any other judgment, statute, rule, law, order, decree, writ or injunction of any court or Governmental Authority to which such Member is subject that would materially and adversely affect the performance of its duties hereunder;

(vi) there is no action, suit or proceeding pending against it or, to its knowledge, threatened in any court or by or before any other Governmental Authority that would prohibit its entering into this Agreement or performing its obligations under this Agreement;

(vii) such Member (A) has knowledge and experience in financial and business matters and is capable of evaluating the merits and risks of an investment in the Company and making an informed investment decision with respect thereto and (B) is able to bear the economic and financial risk of an investment in the Company for an indefinite period of time;

(viii) other than as set forth herein, neither the execution and delivery of this Agreement, nor compliance with this Agreement, nor the consummation of the transactions contemplated by this Agreement, in each case, is subject to any requirement that such Member obtain any approval, consent, order or authorization of, or designation, registration, declaration or filing with, any Governmental Authority or other third party which has not heretofore been obtained or which, in any case or in the aggregate, if not obtained or made would have an adverse effect, financial or otherwise, on the business or property of the Company or render such execution, delivery, compliance or consummation illegal or invalid, or would constitute a default under, or result in the creation of any lien, charge or encumbrance upon any of the Company’s properties;

(ix) the tax identification number of such Member has been provided to the Company and each other Member;

(x) there is no petition in Bankruptcy, or any petition or answer seeking an assignment for the benefit of creditors, an appointment of a receiver or trustee, a liquidation or dissolution or similar relief under the Bankruptcy Code or any state law, in each case, filed by or against or threatened to be filed by or against such Member or its direct or indirect members;

(xi) such Member acknowledges that (A) no Membership Interest issued to such Member has been registered under the Securities Act or state securities laws, (B) such Membership Interest, therefore, cannot be resold unless registered under the Securities Act, and applicable state securities laws, or unless an exemption from each applicable registration is available, (C) there is no public market for such Membership Interest and (D) the Company has no obligation or intention to register such Membership Interest for resale under the Securities Act, or any state securities laws, or to take any action that would make available any exemption from the registration requirements of such laws;

(xii) on behalf of itself and each assignee or Member of it, such Member is acquiring its Membership Interest for its own account for investment and not with a view to the distribution or resale thereof, or with the present intention of distributing or reselling such interest, and it will not transfer or attempt to transfer its Membership Interest in violation of the Securities Act, the Exchange Act, or any other applicable federal, state or local securities law; nothing herein shall be construed to create or impose on the Company or any Member an obligation to engage in public reporting or register any Transfer of any Membership Interest or any portion thereof with the Securities Exchange Commission;

(xiii) such Member is not a “benefit plan investor” (within the meaning of the Plan Asset Regulation); and

(xiv) each Person owning a direct interest in such Member is not a Prohibited Person.

ARTICLE 14

AMENDMENTS

14.1 Amendments . This Agreement may be amended, supplemented or otherwise modified only by a written instrument signed by all the Participating Members, provided , however , that for so long as Comfort Member is a Member, no amendment may be made that has a disproportionately adverse effect on the rights of the Comfort Member as compared to the effect on the rights of other Members without the written consent of the Comfort Member. In the event Comfort Member no longer holds any Membership Interest, this Agreement shall be deemed amended such that all references in this Agreement to the Comfort Member shall be void, null and of no force and effect and this Agreement shall be interpreted as if it were an Agreement solely between Owner Member and Investor Member.

14.2 Execution by Substituted Members . In addition to the requirements of Article 11 , if this Agreement shall be amended for the purpose of adding or substituting any Member, the amendment shall be signed by the Person to be substituted and by the assigning Member, if any. In making any amendments, the Managers, acting with Board Approval, shall prepare and file for recordation such documents and certificates as shall be required to be prepared and filed.

ARTICLE 15

MISCELLANEOUS

15.1 REIT Compliance .

(a) The Administrative Member acknowledges that, as of the date hereof, certain of the Members or certain direct or indirect members of the Members are qualified or intend to qualify as a real estate investment trust as defined in Section 856 of the Code (a “ REIT ”). Accordingly, notwithstanding anything to the contrary contained herein and to the extent of the availability of Company funds (provided that the Administrative Member shall promptly provide notice of any unavailability of Company funds to the Owner Member and Investor Member), the Administrative Member shall use commercially reasonable efforts to (i) manage and operate the Company and its Subsidiaries such that the nature of its assets and gross revenues (as determined pursuant to Section 856(c)(2), (3) and (4) of the Code) would permit the Company to qualify as a REIT under Section 856 of the Code and (ii) cause the Company to avoid any “net income from prohibited transactions” under Section 857(b)(6) of the Code (in the case of the Company, determined as if the Company were a REIT but without regard to Sections 856(c)(6) and (7) of the Code). The Administrative Member shall take or refrain from taking, as the case may be, such actions as are reasonably requested by any Participating Member to protect the status of such Participating Member or the direct or indirect owner or owners of such Participating Member as a REIT, but the Administrative Member shall not be charged with making independent determinations as to the qualification or status of any Person as a REIT. In furtherance of the foregoing, the Administrative Member shall use commercially reasonable efforts to not cause the Company or any of its Subsidiaries to: (A) invest any excess funds in any investment that would not be treated as cash, cash items, or government securities for purposes of Section 856(c) of the Code; (B) enter into any lease with any Person that will result in a rental payment to the lessor that is dependent in whole or in part on the net income or profits of any lessee or sublessee; (C) enter into any lease for any Property or any portion thereof pursuant to which any rents attributable to personal property constitute more than 15% of the aggregate rents received in connection with such lease within the meaning of Section 856(d)(1)(C) of the Code; (D) enter into any lease, contract, agreement, or other arrangement as a result of which the Company would receive or accrue, or would be deemed to receive or accrue, (directly or indirectly) with respect to the Property “impermissible tenant service income” within the meaning of Section 856(d)(7) of the Code in excess of one half of one percent of all income from the Property (as if the Company were a REIT); or (E) enter into any agreement under which the Company or any Subsidiary thereof would receive, directly or indirectly, any income from the manager of a Property. Notwithstanding the foregoing, the Administrative Member shall not be deemed to have breached the foregoing provisions of this Section 15.1 (and shall have no liability or be subject to any remedy under this Agreement) with respect to any specific actions

taken by the Administrative Member at the written direction of, or with the prior written approval of the Owner Member or Investor Member, as the case may be. Owner Member shall be deemed to have provided such written consent with respect to all leases, contracts, agreements, and other arrangements that are in place with respect to the Property as of the Effective Date.

(b) If there shall be an amendment or modification to the Code or other relevant rules after the date of this Agreement that adversely impacts the REIT status of any Participating Member or a direct or indirect owner of any Participating Member as a result of the activities of the Company and its Subsidiaries, then the Administrative Member shall cooperate reasonably with the Participating Members and shall exercise commercially reasonable efforts to effectuate solutions or “workarounds” to address any reasonable REIT qualification concerns of such Participating Member or its affiliates arising out of any such amendment or modification following written notification thereof by such Participating Member.

(c) The Company shall clearly and timely identify, pursuant to Section 1221(a)(7) of the Code and the Regulations thereunder, any hedging transaction entered into with respect to indebtedness incurred by the Company or its Subsidiaries, and the Administrative Member shall, on behalf of the Company, provide a copy of such identification to Investor Member and Owner Member.

(d) The Members agree to provide the Administrative Member with such information as may reasonably be necessary for the Administrative Member to comply with this Section 15.1 .

15.2 Further Assurances . Each party to this Agreement agrees to execute, acknowledge, deliver, file and record such further certificates, amendments, instruments and documents, and to do all such other acts and things, as may be required by Applicable Law or as, in the reasonable judgment of the Participating Members, may be necessary or advisable to carry out the intent and purpose of this Agreement, provided the same shall result in no increased liability or obligations (other than to a de minimis extent) or decreased rights (other than to a de minimis extent).

15.3 Notices . All notices, consents, approvals, waivers or other communications (each, a “ Notice ”) required or permitted hereunder, except as herein otherwise specifically provided, shall be in writing and shall be: (a) delivered personally or by commercial messenger; (b) sent via a recognized overnight courier service; or (c) sent by registered or certified mail, postage pre-paid and return receipt requested, in each case so long as such Notice is addressed to the intended recipient thereof as set forth below:


		If to Owner Member:

		c/o Winthrop REIT Advisors, LLC
		7 Bulfinch Place
		Suite 500
		Boston, Massachusetts 02114
		Attention: John Garilli

		with copies to:


		New York REIT, Inc.
		c/o Witkoff Group
		40 West 57th Street
		New York, New York 10019
		Attention: Wendy Silverstein

		Proskauer Rose LLP
		Eleven Times Square
		New York, NY 10036
		Attention: Steven L. Lichtenfeld, Esq.


		If to Investor Member:

		c/o SL Green Realty Corp.
		420 Lexington Avenue, 19 ^th Floor
		New York, New York 10170
		Attention: Andrew S. Levine

		and to:

		c/o RXR Realty LLC
		625 RXR Plaza
		Uniondale, New York 11556
		Attention: Jason M. Barnett


		with copies to:

		SL Green Realty Corp.
		420 Lexington Avenue, 19 ^th Floor
		New York, New York 10170
		Attention: Marc Holliday

		Davis Polk & Wardwell LLP
		450 Lexington Avenue
		New York, New York 10017
		Attention: Brian S. Lichter, Esq.

		Skadden, Arps, Slate, Meagher & Flom LLP
		4 Times Square
		New York, New York 10036
		Attention: Harvey R. Uris, Esq.


		If to Comfort Member:

		WWP Sponsor, LLC
		c/o George Comfort & Sons, Inc.
		200 Madison Avenue
		New York, New York 10016
		Attention: Peter S. Duncan


		with copies to:

		c/o DRA Advisors LLC
		220 East 42 ^nd Street, 27 ^th Floor
		New York, New York 10017
		Attention: David Luski and Jean Marie Apruzzese

		c/o RCG Longview
		7 Penn Plaza, Suite 618
		New York, New York 10001
		Attention: Jay Anderson

		c/o Ramius LLC
		599 Lexington Avenue
		20 ^th Floor
		New York, New York 10029
		Attention: Michael Boxer

		Blank Rome LLP
		405 Lexington Avenue
		New York, New York 10174
		Attention: Martin Luskin, Esq.

		Stroock & Stroock & Lavan LLP
		180 Maiden Lane
		New York, New York 10038
		Attention: Karen Scanna, Esq.

Any party may change its address specified above by giving each party Notice of such change in accordance with this Section 15.3 . Any Notice shall be deemed given upon actual receipt (or refusal of receipt). The attorney for a party shall be entitled to give Notice on behalf of such party; any such Notice so given shall have the effect of being from the party that the attorney represents.

15.4 Conflicts of Interest; Transactions with Affiliates . Each Member and its Affiliates may engage or invest in any other activity or Person, or possess any interest therein, independently or with others, whether or not in competition with the Companies. Furthermore, none of the Members, nor their respective Affiliates or any other Person employed by, related to or in any way affiliated with any such Person, shall have any duty or obligation to disclose or offer to the Company or any Member, or obtain for the benefit of the Company or any Member, any other activity or Person interest therein, and none of the Company, any Member, any creditor of the Company or any other Person having any interest in the Company shall have any claim, right or cause of action against any Member or any Affiliate of any Member, or any other Person employed by, related to or in any way affiliated with any such Person, by reason of any direct or indirect investment or other participation, whether active or passive, in any such activity or Person or any interest therein.

15.5 [Intentionally Omitted ]

15.6 Headings and Captions . All headings and captions contained in this Agreement and the table of contents hereto is inserted for convenience only and shall not be deemed a part of this Agreement.

15.7 Counterparts . This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one Agreement. Delivery of an executed counterpart of a signature page to this Agreement by telecopier or by email with a pdf or similar attachment shall be effective as delivery of an original executed counterpart of this Agreement.

15.8 Governing Law . THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF DELAWARE, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.

15.9 Consent to Jurisdiction . To the fullest extent permitted by law, each party hereto hereby irrevocably consents and agrees, for the benefit of each party, that any legal action, suit or proceeding against it with respect to its obligations, liabilities or any other matter under or arising out of or in connection with this Agreement, shall be brought in any city, state or federal court located in the Borough of Manhattan, The City of New York (the “ Designated Courts ”), and hereby irrevocably accepts and submits to the jurisdiction of the Designated Courts (and of the appropriate appellate courts) of each such Designated Court with respect to any such action, suit or proceeding. Each party hereto also hereby irrevocably consents and agrees, for the benefit of each other party, that any legal action, suit or proceeding against it shall be brought in any Designated Court, and hereby irrevocably accepts and submits to the exclusive jurisdiction of each such Designated Court with respect to any such action, suit or proceeding. Each party hereto waives any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings brought in any such Designated Court and hereby further waives and agrees not to plead or claim in any such Designated Court that any such action, suit or proceeding brought therein has been brought in an inconvenient forum. Each party agrees that (i) to the fullest extent permitted by law, service of process may be effectuated hereinafter by mailing a copy of the summons and complaint or other pleading by certified mail, return receipt requested, at its address set forth above and (ii) all Notices that are required to be given hereunder may be given by the attorneys for the respective parties.

15.10 Partition . The Members hereby agree that no Member nor any successor-in-interest to any Member shall have the right to have the Company Assets partitioned, or to file a complaint or institute any proceeding at law or in equity to have the Company Assets partitioned, and each Member, on behalf of himself, his successors, representatives, heirs and assigns, hereby waives any such right.

15.11 Validity . Every provision of this Agreement is intended to be severable. The invalidity and unenforceability of any particular provision of this Agreement in any jurisdiction shall not affect the other provisions hereof, and this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

15.12 Successors and Assigns . This Agreement shall be binding upon the parties hereto and their respective successors, executors, administrators, legal representatives, heirs and legal assigns and shall inure to the benefit of the parties hereto and, except as otherwise provided herein, their respective successors, executors, administrators, legal representatives, heirs and legal assigns. No Person other than the parties hereto and their respective successors, executors, administrators, legal representatives, heirs and permitted assigns shall have any rights or claims under this Agreement.

15.13 Entire Agreement . This Agreement, including the Exhibits hereto and thereto, supersedes all prior agreements among the parties with respect to the subject matter hereof and contains the entire Agreement among the parties with respect to such subject matter.

15.14 Waivers . No Waiver of any provision hereof by any party hereto shall be deemed a waiver by any other party nor shall any such waiver by any party be deemed a continuing waiver of any matter by such party.

15.15 No Third-Party Beneficiaries . This Agreement is not intended and shall not be construed as granting any rights, benefits or privileges to any Person not a party to this Agreement. Without limiting the generality of the foregoing, no creditor of the Company shall have any right whatsoever to require any Member to contribute capital to the Company.

15.16 Remedies Not Exclusive . Except as otherwise expressly provided herein, any remedies herein contained for breaches of obligations hereunder shall not be deemed to be exclusive and shall not impair the right of any Member to exercise any other right or remedy, whether for damages, injunction or otherwise.

15.17 Arbitration . In the event of any dispute under clause (g) of the definition of Major Decision between Owner Member and/or its appointed Manager(s), on the one hand, and Investor Member and/or the SLG or RXR Realty appointed Managers, on the other hand, either Participating Member may submit such dispute to final and binding arbitration in New York, NY, administered by JAMS in accordance with JAMS Streamlined Arbitration Rules and Procedures, as in effect at that time, by an arbitrator with at least ten years of experience in tax matters relating to real estate operating companies owning properties similar to the Property and located in Manhattan. Each Participating Member shall submit to such arbitrator its position on each matter in dispute and any applicable materials that it desires that such arbitrator consider in making its determination within 7 Business Days following the appointment of the arbitrator. Such arbitrator shall consider only the materials submitted to it for resolution. Each Participating Member shall cooperate with JAMS and with the other Participating Member in scheduling the arbitration proceedings so that a final non-appealable award is rendered within 30 calendar days after submission thereof to arbitration, and any notice requirements under Paragraph 14(b) of the JAMS Streamlined Arbitration Rules and Procedures or otherwise may be shortened by such arbitrator in its discretion. The non-prevailing party in such arbitration shall pay all fees and disbursements due to JAMS and the arbitrator as well as the reasonable costs and expenses (including reasonable attorneys’ fees and disbursements) of the prevailing party incurred in connection with such arbitration. The arbitrator shall be (i) a disinterested and impartial person and (ii) selected in accordance with Paragraph “12(c)” et seq. of the JAMS Streamlined Arbitration Rules and Procedures. Such arbitrator shall be bound by the provisions of this Agreement and by Applicable Law and shall select the position proposed by either the Owner

Member or the Investor Member for each disputed item (and no other position), which, in his or her opinion, would be consistent with applicable legal requirements, not adversely affect the REIT qualification or any reasonable REIT qualification concern of such Participating Member or its affiliates and is more consistent with the prevailing practices for similar entities owning Class A office buildings in Manhattan, and shall notify the Participating Members of its determination. The position selected by the arbitrator with respect to the disputed item shall be deemed Board Approval with respect thereto. Any decision rendered by such arbitrator with respect to any matter in dispute shall be final, conclusive and binding upon the Company and the Participating Members and may be entered and enforced in any court having jurisdiction over the Company and either Participating Member.

15.18 Survival . The representations, warranties, agreements and covenants by each Member and the Managers shall survive the Effective Date.

15.19 Waiver of Jury Trial . EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION (A) ARISING UNDER THIS AGREEMENT, INCLUDING ANY PRESENT OR FUTURE MODIFICATION HEREOF OR (B) IN ANY WAY CONNECTED OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO THIS AGREEMENT (AS NOW OR HEREAFTER MODIFIED) OR ANY OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR THE TRANSACTIONS RELATED HERETO OR THERETO, IN EACH CASE WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE; AND THE COMPANY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF ANY RIGHT THEY MIGHT OTHERWISE HAVE TO TRIAL BY JURY.

15.20 Recovery of Certain Fees . In the event a party hereto files any action or suit or arbitration against another party hereto by reason of any breach of any of the covenants, agreements or provisions contained in this Agreement (including a specific performance action commenced by the Non-Initiating Member pursuant to Section 11.5(d) ), then in that event the prevailing party shall be entitled to recover from the other party all reasonable attorneys’ fees and costs resulting therefrom. For purposes of this Agreement, the term “attorneys’ fees” or “attorneys’ fees and costs” shall mean all court costs and the fees and expenses of counsel to the parties hereto, which may include printing, photocopying, duplicating and other expenses, air freight charges, and fees billed for law clerks, paralegals and other Persons not admitted to the bar but performing services under the supervision of an attorney, and the costs and fees incurred in connection with the enforcement or collection of any judgment obtained in any such proceeding. The provisions of this Section 15.20 shall survive the entry of any judgment, and shall not merge, or be deemed to have merged, into any judgment.

15.21 Action by Investor Member . Investor Member shall not be permitted to file in any court an action asserting or seeking a remedy for a breach of this Agreement by Owner Member unless RXR Owner and SLG Owner have jointly and unanimously agreed to file such action.

15.22 Existing LLC Agreement . The Members acknowledge and agree that as a result of the execution and delivery of this Agreement, the Members have no further obligations or liabilities under the Existing LLC Agreement, all such obligations and liabilities having been superseded by the provisions of this Agreement.

[THE REMAINDER OF THIS PAGE WAS INTENTIONALLY LEFT BLANK]

IN WITNESS WHEREOF, the parties have entered into this Third Amended and Restated Limited Liability Company Agreement of WWP Holdings, LLC as of the date first set forth above.


ARC NYWWPJV001, LLC as Owner Member

By:		/s/ Wendy Silverstein
Name: Wendy Silverstein Title: President

[SIGNATURES FOLLOW ON NEXT SUCCEEDING PAGE]

[Signature Page to Third Amended and Restated Limited Liability Company Agreement]


WWP JV LLC , a Delaware limited liability company

By: WWP Member LLC, a Delaware limited liability company, its member

By:		/s/ Andrew S. Levine
Name: Andrew S. Levine Title: Executive Vice President

By: RXR VAF III WWP REIT LLC, a Delaware limited liability company, its member

By:		/s/ Michael Maturo
Name: Michael Maturo Title: Authorized Person

[SIGNATURES FOLLOW ON NEXT SUCCEEDING PAGE]

[Signature Page to Third Amended and Restated Limited Liability Company Agreement]


WWP SPONSOR, LLC. as Comfort Member

By: GCS RCG LV WWP, LLC, a Delaware limited liability company, its Manager

By: CWWP Partners, LLC, a Delaware limited liability company, its Manager

By:		/s/ Peter S. Duncan
Name: Peter S. Duncan Title: President

[Signature Page to Third Amended and Restated Limited Liability Company Agreement]

Exhibit A

Capital Accounts; Percentage Interests at Effective Date


Member	Capital Account ¹	Percentage Interest
Owner Member	$		50.1	%
c/o Winthrop REIT Advisors, LLC 7 Bulfinch Place Suite 500
Boston, Massachusetts 02114

Investor Member	$		48.7	%
c/o RXR Realty LLC 625 RXR Plaza Uniondale, New York 11556

Comfort Member	$		1.2	%
c/o George Comfort & Sons, Inc., 200 Madison Avenue, New York, New York 10016

Total	$		100.0	%

¹	To reflect the Members’ pro rata share (determined in accordance with their respective Percentage Interests) of the aggregate book capital accounts of the members of the Company as reasonably determined by the Administrative Member at a later date.

Exhibit B

Form of Joinder Agreement

Reference is hereby made to the Third Amended and Restated Limited Liability Company Agreement of WWP Holdings, LLC (the “ Company ”), dated as of [•], 2017 (the “ LLC Agreement ”) of the Company. Pursuant to and in accordance with the LLC Agreement, the undersigned hereby acknowledges that it has received and reviewed a complete copy of the LLC Agreement and accepts and adopts the LLC Agreement and agrees that upon execution of this Joinder Agreement, the undersigned shall become a party to the LLC Agreement and shall be fully bound by, and subject to, all of the covenants, terms and conditions of the LLC Agreement as though an original party thereto and shall be deemed, and admitted as, a Member for all purposes thereof and entitled to all the rights incidental thereto. Simultaneously herewith, the undersigned is delivering an executed counterpart of the signature page to the LLC Agreement. The undersigned represents and warrants to the Company and the Members that the Transfer to the undersigned was made in accordance with (i) the LLC Agreement and (ii) Applicable Law. The undersigned hereby makes the representations and warranties set forth in Section 13.1(b) of the LLC Agreement, the same being incorporated into this Joinder Agreement as if fully set forth herein.

Capitalized terms used herein without definition shall have the meanings ascribed thereto in the LLC Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed this Agreement as of [●], 20[●].


MEMBER

By:
		Name:
		Title:

Exhibit C

Property Management and Leasing Agreement

[Exhibit Omitted]

Exhibit D

Examples of Calculation set forth in Section 7.3(p)

Example 1

By way of example only, and without limitation, assume that on the Closing Date, the Members are deemed to have made Capital Contributions aggregating $1,000,000, of which $487,000 was made by the Investor Member, with an aggregate Percentage Interest of 48.7%, $501,000 was made by the Owner Member with a Percentage Interest of 50.1% and $12,000 was made by the Comfort Member with a Percentage Interest of 1.2%. Subsequent to the Closing Date, a Participating Member calls for Additional Capital Contributions of $250,000 in the aggregate (the “ First Additional Capital Call ”), of which the Investor Member is responsible for $121,750, the Owner Member is responsible for $125,250 and the Comfort Member is responsible for $3,000. The Investor Member and the Comfort Member each makes their respective share of the First Additional Capital Call, but the Owner Member does not, and the Investor Member also advances Owner Member’s share of the Additional Capital Contribution and elects to treat the total amount of the First Additional Capital Call as a LLC Loan under Section 7.3(g)(ii) hereof. The Investor Member’s share of the First Additional Capital Call is funded by Investor Member as a Contributing Member LLC Loan, the Comfort Member’s share of the First Additional Capital Call is funded by Comfort Member as a Contributing Member LLC Loan and the Owner Member’s share of the First Additional Capital Call is funded by Investor Member as a Non-Contributing Member LLC Loan.

Subsequent to the First Additional Capital Call, a Participating Member calls for Additional Capital Contributions of $250,000 in the aggregate (the “ Second Additional Capital Call ”), of which the Investor Member is responsible for $121,750, the Owner Member is responsible for $125,250 and the Comfort Member is responsible for $3,000. The Investor Member and the Comfort Member each makes its share of the Second Additional Capital Call, but the Owner Member does not, and the Investor Member also makes the $125,250 Failed Contribution on behalf of the Owner Member and elects to treat such amount as a Member Loan under Section 7.3(g)(i) hereof:

If Investor Member elects to convert the above-mentioned Contributing Member LLC Loans to Lending Member Default Capital Contributions, the above-mentioned Non-Contributing Member LLC Loan to a Non-Lending Member Default Capital Contribution, and the above-mentioned Member Loan to a Member Loan Default Capital Contribution, then on the conversion date, (i) the Contributing Member LLC Loan made by Investor Member shall be converted into a $121,750 Lending Member Default Capital Contribution, (ii) the Contributing Member LLC Loan made by Comfort Member shall be converted into a $3,000 Lending Member Default Capital Contribution, (iii) the Non-Contributing Member LLC Loan shall be converted into a $125,250 Non-Lending Member Default Capital Contribution, (iv) the Member Loan shall be converted into a $125,250 Member Loan Default Capital Contribution and (v) the Members’ Percentage Interests shall be adjusted as follows, in accordance with Section 7.3(p) :

1. Investor Member: The adjusted Percentage Interest of the Investor Member is calculated by dividing (1) the positive difference, if any, between (a) the sum of (i) 100% of the

aggregate Capital Contributions (including Lending Member Default Capital Contributions, but excluding Cram-Down Contributions) then or theretofore made by the Investor Member to the Company ($730,500), plus (ii) 175% of the Cram-Down Contributions then or theretofore made by the Investor Member ($438,375) minus (b) the Cram-Down Excess Amounts attributable to the Cram-Down Contributions then or theretofore made by the Owner Member to the Company ($0), by (2) the difference between (a) 100% of the aggregate Capital Contributions (including without limitation Cram-Down Contributions and Lending Member Default Capital Contributions) then or theretofore made by all of the Members ($1,500,000), less (b) any Capital Contribution deemed made by the Comfort Member on account of a Converted Comfort Member Special Failed Contribution ($0). This results in a Percentage Interest for the Investor Member of (i) the sum of $730,500 plus $438,375 divided by (ii) $1,500,000 = 77.925%.

2. Owner Member: The adjusted Percentage Interest of the Owner Member is calculated by dividing (1) the positive difference, if any, between (a) the sum of (i) 100% of the aggregate Capital Contributions (including Lending Member Default Capital Contributions, but excluding Cram-Down Contributions) then or theretofore made by the Owner Member to the Company ($501,000), plus (ii) 175% of the Cram-Down Contributions then or theretofore made by the Owner Member ($0), minus (b) the sum of (i) the Cram-Down Excess Amounts attributable to the Cram-Down Contributions then or theretofore made by the Investor Member ($187,875), plus (ii) the Comfort Member Special Failed Contribution if a Special Make-Up Loan made with respect thereto is being converted ($0), by (2) the difference between (a) 100% of the aggregate Capital Contributions (including without limitation Cram-Down Contributions and Lending Member Default Capital Contributions) then or theretofore made by all of the Members ($1,500,000) , less (b) any Capital Contribution deemed made by the Comfort Member on account of a Converted Comfort Member Special Failed Contribution ($0). This results in a Percentage Interest for the Owner Member of (i) the difference between $501,000 minus $187,875, divided by (ii) $1,500,000 = 20.875%.

3. Comfort Member. The Percentage Interest of Comfort Member shall remain at 1.2%.

Example 2

By way of example only, and without limitation, assume that on the Closing Date, the Members are deemed to have made Capital Contributions aggregating $1,000,000, of which $487,000 was made by the Investor Member, with an aggregate Percentage Interest of 48.7%, $501,000 was made by the Owner Member with a Percentage Interest of 50.1% and $12,000 was made by the Comfort Member with a Percentage Interest of 1.2%. Subsequent to the Closing Date, a Participating Member calls for Additional Capital Contributions of $250,000 in the aggregate (the “ First Additional Capital Call ”), of which the Investor Member is responsible for $121,750, the Owner Member is responsible for $125,250 and the Comfort Member is responsible for $3,000. The Investor Member and the Owner Member each makes their respective share of the First Additional Capital Call, but the Comfort Member does not. Owner Member fails to advance funds as a Member Loan on behalf of Comfort Member’s Failed Contribution and the Investor Member advances Comfort Member’s share of the Additional Capital Contribution and elects to treat the total amount of the First Additional Capital Call as a LLC Loan under Section 7.3(f)(i)(B) hereof. The Investor Member’s share of the First

Additional Capital Call is funded by Investor Member as a Contributing Member LLC Loan, the Owner Member’s share of the First Additional Capital Call is funded by Owner Member as a Contributing Member LLC Loan, Owner Member is deemed to have made a Member Loan to Comfort Member pursuant to Section 7.3(f)(ii) and the Comfort Member’s share of the First Additional Capital Call is treated as a Failed Contribution by the Owner Member and is funded by Investor Member as a Non-Contributing Member LLC Loan.

Subsequent to the First Additional Capital Call, a Participating Member calls for Additional Capital Contributions of $250,000 in the aggregate (the “ Second Additional Capital Call ”), of which the Investor Member is responsible for $121,750, the Owner Member is responsible for $125,250 and the Comfort Member is responsible for $3,000. The Investor Member and the Owner Member each makes its share of the Second Additional Capital Call, but the Comfort Member does not and Owner Member fails to advance funds as a Member Loan on behalf of Comfort Member’s Failed Contribution. Owner Member is deemed to have made a Member Loan to Comfort Member pursuant to Section 7.3(f)(ii) and the Comfort Member’s share of the First Additional Capital Call is treated as a Failed Contribution by the Owner Member and is funded by Investor Member as a Member Loan under Section 7.3(f)(i)(A) hereof:

If Investor Member elects to convert the above-mentioned Contributing Member LLC Loans to Lending Member Default Capital Contributions, the above-mentioned Non-Contributing Member LLC Loan to a Non-Lending Member Default Capital Contribution, and the above-mentioned Member Loan made by Investor Member to a Member Loan Default Capital Contribution, then on the conversion date, (i) the Contributing Member LLC Loan made by Investor Member shall be converted into a $121,750 Lending Member Default Capital Contribution, (ii) the Contributing Member LLC Loan made by Owner Member shall be converted into a $125,250 Lending Member default Capital Contribution, (iii) the Non-Contributing Member LLC Loan shall be converted into a $3,000 Non-Lending Member Default Capital Contribution, (iv) the Member Loan made by Investor Member shall be converted into a $3,000 Member Loan Default Capital Contribution and (v) the Members’ Percentage Interests shall be adjusted as follows, in accordance with Section 7.3(p) :

1. Investor Member: The adjusted Percentage Interest of the Investor Member is calculated by dividing (1) the positive difference, if any, between (a) the sum of (i) 100% of the aggregate Capital Contributions (including Lending Member Default Capital Contributions, but excluding Cram-Down Contributions) then or theretofore made by the Investor Member to the Company ($730,500), plus (ii) 175% of the Cram-Down Contributions then or theretofore made by the Investor Member ($10,500) minus (b) the Cram-Down Excess Amounts attributable to the Cram-Down Contributions then or theretofore made by the Owner Member to the Company ($0), by (2) the difference between (a) 100% of the aggregate Capital Contributions (including without limitation Cram-Down Contributions and Lending Member Default Capital Contributions) then or theretofore made by all of the Members ($1,506,000), less (b) any Capital Contribution deemed made by the Comfort Member on account of a Converted Comfort Member Special Failed Contribution ($6,000). This results in a Percentage Interest for the Investor Member of (i) the sum of $730,500 plus $10,500 divided by (ii) $1,500,000 = 49.4%.

2. Owner Member: The adjusted Percentage Interest of the Owner Member is calculated by dividing (1) the positive difference, if any, between (a) the sum of (i) 100% of the

aggregate Capital Contributions (including Lending Member Default Capital Contributions, but excluding Cram-Down Contributions) then or theretofore made by the Owner Member to the Company ($751,500), plus (ii) 175% of the Cram-Down Contributions then or theretofore made by the Owner Member ($0), minus (b) the sum of (i) the Cram-Down Excess Amounts attributable to the Cram-Down Contributions then or theretofore made by the Investor Member ($4,500) and (ii) the Comfort Member Special Failed Contribution if a Special Make-Up Loan made with respect thereto is being converted ($6000), by (2) the difference between (a) 100% of the aggregate Capital Contributions (including without limitation Cram-Down Contributions and Lending Member Default Capital Contributions,) then or theretofore made by all of the Members ($1,506,000), less (b) any Capital Contribution deemed made by the Comfort Member on account of a Converted Comfort Member Special Failed Contribution ($6,000). This results in a Percentage Interest for the Owner Member of (i) the difference between $751,500 minus $10,500, divided by (ii) $1,500,000 = 49.4%.

3. Comfort Member. The Percentage Interest of Comfort Member shall remain at 1.2%.

Exhibit E

Form of Contribution, Reimbursement and Indemnity Agreement

[Exhibit Omitted]

Exhibit 21.1

Subsidiaries of New York REIT, Inc.


Name		Jurisdiction
50 Varick Mezz LLC		Delaware
50 Varick LLC		New York
ARC NY120W5701 TRSMEZZ, LLC		Delaware
ARC NY120W5701 TRS, LLC		Delaware
ARC NY120W5701 TRSMEZZ II, LLC		Delaware
ARC NY120W5701Mezz, LLC		Delaware
ARC NY120W5701, LLC		Delaware
ARC NY1440BWY1 MEZZ, LLC		Delaware
ARC NY1440BWY1, LLC		Delaware
ARC NY1623K001, LLC		Delaware
ARC Mezz NY21618001, LLC		Delaware
ARC NY21618001, LLC		Delaware
ARC Mezz NY22936001, LLC		Delaware
ARC NY22936001, LLC		Delaware
ARC NY24549W17Mezz, LLC		Delaware
ARC NY24549W17, LLC		Delaware
ARC NY25638001 MEZZ, LLC		Delaware
ARC NY25638001, LLC		Delaware
ARC NY333W3401Mezz, LLC		Delaware
ARC NY333W3401, LLC		Delaware
ARC NY350BL001Mezz, LLC		Delaware
ARC NY350BL001, LLC		Delaware
ARC NY86STR001, LLC		Delaware
ARC NYBLKST001, LLC		Delaware
ARC NYBLKST002Mezz, LLC		Delaware
ARC NYBLKST002, LLC		Delaware
ARC NYBLKST005, LLC		Delaware
ARC NYCBBLV001, LLC		Delaware
ARC NYCTGRG001Mezz, LLC		Delaware
ARC NYCTGRG001, LLC		Delaware
ARC NYE61ST001, LLC		Delaware
ARC NYGRNAV001Mezz, LLC		Delaware
ARC NYGRNAV001, LLC		Delaware
ARC NYKNGHW001, LLC		Delaware
ARC NYKNGHW002, LLC		Delaware
ARC NYKNGHW003, LLC		Delaware
ARC NYW42ST001Mezz, LLC		Delaware
ARC NYW42ST001, LLC		Delaware
ARC NYWSHST001Mezz, LLC		Delaware
ARC NYWSHST001, LLC		Delaware
ARC NYWWPJV001, LLC		Delaware
EOP-NYCCA, L.L.C.		Delaware
New York Communications Center Associates, L.P.		Delaware
New York Recovery Operating Partnership, L.P.		Delaware
NY-Worldwide Plaza, L.L.C.		Delaware
WWP Amenities Holdings, LLC		Delaware
WWP Amenities MPH Lender, LLC		Delaware
WWP Amenities MPH Partner, LLC		Delaware


Name		Jurisdiction
WWP Holdings, LLC		Delaware
WWP Mezz, LLC		Delaware
WWP Mezz II, LLC		Delaware
WWP Mezz III, LLC		Delaware
WWP Office, LLC		Delaware
WWP TRS LLC		Delaware

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders

New York REIT, Inc.

We consent to the incorporation by reference in the registration statement (No. 333-197362) on Form S-8 and the registration statements (No. 333-213804, No. 333-213858, No. 333-215276) on Form S-3 of New York REIT Inc. (the Company) of our reports dated March 1, 2018, with respect to the consolidated statement of net assets (liquidation basis) of the Company as of December 31, 2017, the related consolidated statement of changes in net assets (liquidation basis) for the year then ended, the consolidated balance sheet (going concern basis) as of December 31, 2016 and the related consolidated statements of operations and comprehensive loss (going concern basis), changes in equity (going concern basis) and cash flows (going concern basis) for each of the years in the two-year period ended December 31, 2016, and the related notes and financial statement schedule III (collectively, the consolidated financial statements), and the effectiveness of internal control over financial reporting as of December 31, 2017, which report appears in the December 31, 2017 annual report on Form 10-K of the Company.

/s/ KPMG LLP

New York, New York

March 1, 2018

Exhibit 31.1

CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Wendy Silverstein, certify that:

1.	I have reviewed this Annual Report on Form 10-K of New York REIT, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a) AND 15d-14(a) UNDER

THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, John Garilli, certify that:

1.	I have reviewed this Annual Report on Form 10-K of New York REIT, Inc.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

(a)

(b)

(c)

(d)

5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Exhibit 32

SECTION 1350 CERTIFICATIONS

This Certificate is being delivered pursuant to the requirements of Section 1350 of Chapter 63 (Mail Fraud) of Title 18 (Crimes and Criminal Procedures) of the United States Code, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed for purposes of Section 18 of the Securities Act of 1934, as amended.

The undersigned, who are the Chief Executive Officer and Chief Financial Officer of New York REIT, Inc. (the “Company”), each hereby certify as follows:

The annual report on Form 10-K of the Company which accompanies this Certificate, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, and all information contained in this annual report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated this 1 ^st day of March, 2018

/s/ Wendy Silverstein

Wendy Silverstein

Chief Executive Officer and President

(Principal Executive Officer)

/s/ John Garilli

John Garilli

Chief Financial Officer, Treasurer and Secretary

(Principal Financial Officer and Principal Accounting Officer)