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TARTER KRINSKY & DROGIN LLP Attorneys for The Christian Brothers Institute, et al. Debtors and Debtors-in-Possession 1350 Broadway, 11th Floor New York, New York 10018 (212) 216-8000 Scott S. Markowitz, Esq. Eric H. Horn, Esq. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------------- x In re: : : THE CHRISTIAN BROTHERS INSTITUTE, et al. : : Debtors. : ------------------------------------------------------------------- x

Chapter 11 Case No.: 11-22820 (RDD) (Jointly Administered)

DEBTORS APPLICATION FOR RETENTION OF NEWMARK & COMPANY REAL ESTATE, INC. AS DEBTORS REAL ESTATE BROKER TO: THE HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE The Christian Brothers Institute (CBI or the Debtor), one of the above-captioned debtors and debtors-in-possession, hereby files this application (the Application) to retain Newmark & Company Real Estate, Inc. d/b/a Newmark Knight Frank (Newmark) as its real estate broker with respect to the marketing and sale of a certain piece of real property located at 173 Stratton Road, New Rochelle, New York as well as a certain vacant parcel of land across therefrom. In support of this Application, the Debtor relies upon and incorporates by reference the Affidavit of James D. Kuhn (the Kuhn Affidavit) attached hereto as Exhibit A. In further support of the Application, the Debtor respectfully represents as follows: JURISDICTION 1. This Court has jurisdiction to consider this matter pursuant to 28 U.S.C. 157

and 1334 and the Order of Reference, dated July 10, 1984 (Ward, C.P.J.), as amended by order

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M-431 dated January 31, 2012 (Preska, C.P.J.). This is a core proceeding pursuant to 28 U.S.C. 157(b). Venue is proper before this Court pursuant to 28 U.S.C. 1408 and 1409. The statutory bases for the relief requested herein are 11 U.S.C. 101(14), 327(a) and 328, Rule 2014 of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules) and Rule 2014-1 of the Local Bankruptcy Rules for the Southern District of New York (the Local Rules). GENERAL BACKGROUND 2. On April 28, 2011 (the Petition Date), CBI and The Christian Brothers of

Ireland, Inc. (CBOI and together with CBI, the Debtors) each commenced their respective Chapter 11 case by filing a voluntary petition for relief under Chapter 11 of Title 11 of the United States Code (the Bankruptcy Code). Pursuant to 1107(a) and 1108 of the

Bankruptcy Code, the Debtors continue to operate as debtors-in-possession. No trustee has been appointed. 3. The Debtors cases were consolidated for administrative purposes only, by order

dated May 2, 2011. Thereafter, by order dated May 18, 2011, the Debtors were authorized to retain Tarter Krinsky & Drogin LLP as bankruptcy counsel. 4. On May 11, 2011, the United States Trustee appointed an Official Committee of

Unsecured Creditors (the Committee). The Committee retained Pachulski Stang Ziehl & Jones LLP as its counsel which was approved by an order of this Court dated July 14, 2011. 5. CBI is a domestic not-for-profit 501(c)(3) corporation organized under

102(a)(5) of the New York Not-for-Profit Corporation Law. CBI was formed in 1906 pursuant to Section 57 of the then existing New York Membership Law. The Not-for-Profit Corporation Law replaced the Membership Law effective September 1, 1970. The purpose for which CBI was, and continues to be, formed was to establish, conduct and support Catholic elementary and

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secondary schools principally throughout New York State. As a not-for-profit corporation, the assets, and/or income are not distributable to, and do not inure to, the benefit of its directors or officers. CBI depends upon grants and donations to fund a portion of its operating expenses. 6. The cause for the filing of these cases has been extensively detailed in the affidavit

pursuant to Local Bankruptcy Rule 1007-2 filed with the original petitions, and is referred to as if fully set forth herein. In short, the Debtors Chapter 11 cases were filed in an effort to resolve in one forum, an onslaught of litigation and claims asserted by alleged sexual abuse plaintiffs against the Debtors. Additionally, through the Chapter 11 process, the Debtors hope to reorganize their financial affairs so as to enable them to provide for their aged Brothers and continue their educational and outreach missions. RELEVANT BACKGROUND 7. The Debtors are continuing to review their real estate portfolio to determine

which properties may be sold as part of their efforts to reorganize and propose a plan to creditors in these cases. In that regard, CBI is filing this Motion to retain Newmark to market and sell the real property located at 173 Stratton Road, New Rochelle, New York (the 173 Property) as well as a certain vacant parcel of land across therefrom (the Vacant Property and together with the 173 Property, the Property). 8. The 173 Property is currently occupied by Iona Grammar School (Iona

Grammar) and consists of approximately six acres and various improvements. For instance, the 173 Property contains (i) an approximate 24,000 square foot building currently being used as the main school building for Iona Grammar, (ii) an approximate 8,600 square foot, two story building currently used as a residence for Brothers, (iii) an approximate 1,400 square foot structure currently used as a nursery school, (iv) a two car garage, (v) various recreational fields,

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and (vi) parking for approximately 40 vehicles. 9. The Vacant Property, which is across from the 173 Property, consists of

approximately five acres and is currently being used as a recreational field in connection with the operation of Iona Grammar. 10. CBI currently has a stalking horse offer to purchase the Property received from

Iona Preparatory School (Iona Prep). The terms of the offer are memorialized in that certain Agreement of Purchase and Sale dated January 20, 2012 (together with the related sale documents, the Purchase Agreement). On January 30, 2012, CBI filed a motion to (i) establish certain sale procedures (the Sale Procedures) relative to the sale of the Property and (ii) to approve the sale to Iona Prep or another party submitting a higher or better offer. This Court has held two hearings one on February 15, 2012 and another on March 1. 2012 to consider bid procedures with respect to the sale of the Property to Iona Prep. 11. CBI and the Committee, after interviewing four brokers, have agreed that CBI

will retain Newmark as its broker to market and sell the Property pursuant to agreed bid procedures and timing. It is expected that this Court will enter an order approving the bid procedures with respect to the sale of the Property. 12. Although CBI believes the terms of the Purchase Agreement are fair and

reasonable and reflect the highest and best value for the Property as of the date of this Application, it nevertheless desires to place the Purchase Agreement to the test of the broader public marketplace in the hope that higher and better offers are generated for the Property. In that regard, CBI is requesting that it be permitted to retain Newmark as its real estate agent to market for sale the Property.

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RELIEF REQUESTED 13. By this Application, CBI seeks entry of an order pursuant to Bankruptcy Code

327(a) and Bankruptcy Rule 2014(a) authorizing the retention and employment of Newmark with respect to the marketing and sale of the Property. A copy of the brokerage agreement, dated March 6, 2012, and executed by both parties on March 14, 2012 (the Agreement) is annexed hereto as Exhibit B. BASIS FOR RELIEF 14. Bankruptcy Code 327(a) provides that a debtor, subject to Court approval may employ one or more attorneys, accountants, appraisers, auctioneers, or other professional persons, that do not hold or represent an interest adverse to the estate, and that are disinterested persons, to represent or assist the [debtor] in carrying out the [debtor]s duties under this title. 11 U.S.C. 327(a). 15. Bankruptcy Rule 2014(a) requires that an application for retention include specific facts showing the necessity for the employment, the name of the [firm] to be employed, the reasons for the selection, the professional services to be rendered, and proposed arrangement for compensation, and, to the best of the applicants knowledge, all of the [firms] connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee. Fed. R. Bankr. P. 2014. 16. CBI submits that the retention of Newmark is warranted under Bankruptcy Code

327 and Bankruptcy Rule 2014(a). Indeed, in order to achieve the highest and best value for the Property, CBI submits that the assistance of highly qualified brokers is necessary.

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QUALIFICATIONS 17. CBI has selected Newmark because the firm has considerable experience in

representing sellers of commercial real estate in the New York metropolitan area. Additionally, CBI was pleased with Newmarks efforts in selling another piece of property located in New York City owned by CBI. Jennifer Schwartzman, senior vice-president of Newmark, will be primarily responsible for the marketing and sale of the Property. Ms. Schwartzman has

considerable experience in selling and marketing a wide variety of properties in the New York metropolitan area. Newmark has indicated its willingness to serve as CBIs exclusive real estate broker under the Agreement and in accordance with the terms of this Application. SCOPE OF SERVICES & COMPENSATION 18. The professional services that Newmark will provide are specifically set forth in

the Agreement,1 but in general include marketing the Property to obtain prospective, well qualified purchasers that are ready, willing and able to purchase the Property. Newmark will use its own staff to advertise and promote the sale of the Property through its extensive database of real estate investors/developers and end-users in the tri-State area. CBI will advance up to $15,000 in costs associated with the marketing of the Property, primarily for advertising in various targeted publications. Newmark intends to utilize its vast network of contacts and proprietary database to market the Property. Additionally, Newmark will, among other things, (i) establish a virtual data room, which will include various information related to the Property, (ii) vet any potential buyers, (iii) conduct all property tours, and (iv) assist in price negotiations.

This summary of the Agreement is descriptive only and is qualified in its entirety by the provisions of the Agreement. The terms of the Agreement will control in the event of any inconsistency between this Application and the Agreement.

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Newmark will provide CBI and the Committee with real time updates as to the status of all marketing efforts, as well as feedback from potential buyers. 19. Under the Agreement, in the event Newmark procures an acceptable, qualified

buyer for the Property and the sale is approved by the Court pursuant to Bankruptcy Code 363, it will receive a commission equal to three percent (3%) of the total sale price of the Property (the Commission).2 To the extent that the Property is ultimately sold to Iona Prep (the current stalking horse bidder) Newmark will receive a reduced commission of one (1%) percent of the purchase price. 20. Notwithstanding payment of Newmarks commission paid at closing of the sale of

the Property, all compensation and reimbursement of expenses (if any) sought by Newmark, as CBIs retained real estate broker, will be subject to Court approval under the terms of the Agreement and upon application to this Court in accordance with the requirements of the Bankruptcy Code. 21. Since it is acting as real estate broker and will be paid a commission only, it will

be burdensome for Newmark to comply with the requirements of the Bankruptcy Code with respect to maintenance of time records. Its sale efforts will not affect CBIs cash flow. Based upon these factors, CBI respectfully requests that Newmark (i) be exempted from the requirements to maintain time records; and (ii) be exempted from the monthly record keeping and notice requirements set forth in this Courts Order Establishing Procedures for Monthly Compensation and Reimbursement of Expenses of Professionals (the Interim Compensation Order) (Docket No. 64).

In the event that another licensed real estate broker produces a buyer for the Property, the buyer will be responsible for payment of its broker and neither Newmark nor CBI will be responsible to pay such broker.

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DISINTERESTEDNESS 22. To the best of CBIs knowledge, and except as otherwise as disclosed in the Kuhn

Affidavit, the members and employees of Newmark do not hold or represent an interest materially adverse to CBIs estate with respect to any matter upon which it is to be engaged. 23. To the best of CBIs knowledge, Newmark is a disinterested person as that term

is defined in 101(14) of the Bankruptcy Code, as modified by 1107(b) of the Bankruptcy Code, in that their members and employees (a) (b) 24. are not creditors, equity security holders or insiders of the Debtor; and are not and were not, within 2 years before the date of the filing of the petition, a director, officer, or employee of the Debtor.

Newmark has not entered into any agreement prohibited by 155 of Title 18 of

the United States Code or 504 of the Bankruptcy Code. NOTICE 25. CBI respectfully submits that no notice of this Application is necessary inasmuch

as the requested relief does not affect the substantive rights of any party. However, a copy of this Application, the Kuhn Affidavit, and the proposed order of retention has been submitted to the United States Trustee and counsel for the Committee for review and approval. Based upon the agreement memorialized in Court at the hearing held on March 1, 2012, CBI believes that both the United States Trustee and the Committee will consent to Newmarks retention upon the terms and conditions set forth herein. PRIOR REQUEST 26. CBI initially sought to retain Rakow Commercial Realty Group (Rakow) as its However, after

exclusive real estate broker in connection with the sale of the Property.

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consultation with the Committee, CBI has elected to retain Newmark and will withdraw the application to retain Rakow. WHEREFORE, CBI respectfully requests that the prefixed order be entered pursuant to 327(a) and 328 of the Bankruptcy Code, Bankruptcy Rule 2014 and Local Bankruptcy Rule 2014-1(a), authorizing CBI to employ and retain Newmark as its exclusive real estate agent to market the Property on the terms set forth in the Agreement, and that it have such other and further relief as is just and proper. Dated: New York, New York March 1, 2012 THE CHRISTIAN BROTHERS INSTITUTE By: /s/ Brother Kevin Griffith Brother Kevin Griffith Vice-President

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EXHIBIT A

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TARTER KRINSKY & DROGIN LLP Attorneys for The Christian Brothers Institute et al. Debtors and Debtors-in-Possession 1350 Broadway, 11th Floor New York, New York 10018 (212) 216-8000 Scott S. Markowitz, Esq. Eric H. Horn, Esq. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ------------------------------------------------------------------- x In re: : : THE CHRISTIAN BROTHERS INSTITUTE, et al. : : Debtors. : ------------------------------------------------------------------- x

Chapter 11 Case No.: 11-22820 (RDD) (Jointly Administered)

AFFIDAVIT OF JAMES D. KUHN IN SUPPORT OF DEBTORS APPLICATION FOR RETENTION OF NEWMARK KNIGHT FRANK AS THE DEBTORS EXCLUSIVE REAL ESTATE BROKER WITH RESPECT TO SALE OF PROPERTY LOCATED AT 173 STRATTON ROAD, NEW ROCHELLE, NEW YORK, AND RELATED VACANT LAND STATE OF NEW YORK ) ) ss.: COUNTY OF NEW YORK ) James D. Kuhn, being duly sworn, states as follows: 1. I am president of Newmark & Company Real Estate, Inc. d/b/a Newmark Knight

Frank (Newmark) with an office located at 125 Park Avenue, New York, NY 10017. Among other things, Newmark is a New York licensed real estate brokerage firm. 2. I submit this affidavit in support of the application (the Application) of The

Christian Brothers Institute (CBI), the above-captioned debtor and debtor-in-possession (the Debtor), for an order authorizing it to retain Newmark as its exclusive real estate agent in its Chapter 11 case under the terms of an exclusive sales agreement, dated March 6, 2012 (the Agreement), annexed as Exhibit B to the Application.

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3.

Newmark is experienced and qualified to act as the Debtors real estate broker in

its Chapter 11 case. The services to be rendered include all of those services summarized in the Application and set forth in the Agreement. Those services include marketing and sale of real property located at 173 Stratton Road, New Rochelle, New York, and approximately five acres of vacant land located across therefrom (the Property). 4. Neither I, Newmark, nor any officer, director, shareholder or employee of

Newmark, insofar as I have been able to ascertain, has any connection with the Debtor, its creditors or any other interested party or their respective attorneys and accountants, except that Newmark, its officers, directors, shareholders and employees: (a) may have represented in the past, and may represent in the future, in matters wholly unrelated to the Debtors Chapter 11 case, where one or more of the said parties may have been, or may be or become involved; (b) may represent or may have represented, certain of the Debtors creditors in matters wholly unrelated to its Chapter 11case; and (c) Newmark acted as the Debtors real estate broker with regard to a sale of a school building located in Manhattan. 5. Neither I, Newmark nor any officer, director, shareholder or employee of

Newmark, insofar as I have been able to ascertain, holds or represents any interest adverse to that of the estate in the matters upon which Newmark is to be engaged and I believe Newmark to be a disinterested person within the meaning of 101(14) of the Bankruptcy Code. 6. I have advised the Debtor of Newmarks willingness to serve as its exclusive real

estate agent under the Agreement, consistent with the provisions of the Bankruptcy Code and Rules for professional services rendered and expenses incurred in accordance with the provisions of 328, 330 and 331 of the Bankruptcy Code.

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7.

The rate of three percent (3%) commission rate for the amount of the sale to a

third-party other than the current stalking horse buyer whom Newmark did not procure is competitive with those charged by other firms and the services to be rendered are also comparable to those provided by other brokerage firms. I believe Newmarks one percent (1%) commission in the event the current stalking horse buyer is the successful purchaser is fair and reasonable and consistent with proposals made by other brokers. 8. While employed by the Debtor, Newmark will not represent any other entity

having an adverse interest in connection with this Chapter 11 case. 9. To the best of my knowledge, information and belief, Newmark has not entered

into any agreement prohibited by 155 of Title 18 of the United States Code or Rule 2016(b) of the Federal Rules of Bankruptcy Procedure. 10. I have read the Application for an order approving the retention of Newmark as

the Debtors exclusive real estate agent and, to the best of my knowledge, information and belief, the contents of said Application are true and correct.

/s/ James D. Kuhn James D. Kuhn Sworn to before me this 12th day of March, 2012 /s/ Georgia Verveniotis Georgia Verveniotis Notary Public, State of New York No. 01VE5019630 Qualified in New York County Commission Expires Oct. 25, 2013

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EXHIBIT B

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EXCLUSIVE SALES AGREEMENT AGREEMENT, made the 6th day of March, 2012 by and between The Christian Brothers Institute, as debtorin-possession, a New York Not-for-Profit Corporation, having an office at 21 Pryer Terrace, New Rochelle, New York 10804 (hereinafter referred to as "Owner") and Newmark & Company Real Estate, Inc. d/b/a Newmark Knight Frank having its principal office at 125 Park Avenue, New York, New York (hereinafter referred to as "Broker"). WITNESSETH WHEREAS, Owner is the owner of the property located at 173 Stratton Road, New Rochelle, NY, and approximately five acres of vacant land located across the street therefrom (hereinafter referred to as the "Property"); WHEREAS, Broker is a real estate broker duly licensed by the state of New York; and WHEREAS, Owner desires to grant Broker the sole and exclusive right to negotiate for and to procure the sale of the Property and Broker desires to accept such exclusive right subject to and conditioned upon the terms and provisions contained herein, and Bankruptcy Court approval. NOW, THEREFORE, in consideration of mutual covenants herein contained, Owner and Broker agree as follows: 1. APPOINTMENT OF BROKER: Owner hereby grants Broker the exclusive right to negotiate for and to procure the sale of the Property at a minimum purchase price having a total present value of at least Six Million Two Hundred Fifty Thousand Dollars ($6,250,000),. 2. TERM: In reliance upon Brokers agreement to use its best efforts to effect a sale of the Property, this Exclusive Sales Agreement shall be effective for a period commencing March 6, 2012, and ending midnight July 30, 2012 (the Term) without need for any further action by either party hereto. The Term may be extended upon written agreement between the Owner and Broker without the need for further court orders. 3. OWNER'S AND BROKER'S DUTIES: Owner agrees during the term of this Agreement to refer to Broker all offers and inquiries with respect to the sale of the Property and Broker agrees to develop such offers or inquiries, and to canvas, solicit, advertise and otherwise employ its services to bring about a sale of the Property. All negotiations shall be conducted by Broker, subject to the review and final approval of Owner. The brokers and salespersons associated with or employed by Broker who are designated to dispose of the Property for Owner are: James Kuhn and Jennifer Schwartzman (the Marketing Team). Owner shall maintain the condition of the Property during the term hereof. In the event the Owner is apprised of any information or conditions that materially or adversely affect the marketability of the Property, Owner shall promptly disclose such information or conditions to Broker. 4. OUTSIDE BROKER: Broker is hereby authorized by Owner to utilize the services of other real estate brokers licensed by the state of New York who are not in the employ of the Broker (hereinafter referred to as the "Outside Broker"). Further, for the purpose of this Agreement, and in particular, Section 6, the term Outside Broker shall also include other brokers or salespersons employed by or associated with Broker who are not members of the Marketing Team. In the event Broker cooperates with an Outside Broker, before working with such broker, Broker will inform the Outside Broker that it must look to the Purchaser (and not Owner) for any and all compensation which may become due to it for the proposed transaction. It is acknowledged that Broker shall not be required to share its commission payable hereunder with any Outside Broker unless Broker otherwise agrees in writing and the Bankruptcy Court authorizes same, in which case such commission sharing arrangement must be approved in writing in advance by Owner, in its sole discretion. Owner shall not be responsible for any commissions to Outside Brokers. Broker agrees to indemnify, defend (with counsel reasonably acceptable to Owner) and hold Owner harmless from any and all

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claims for commissions made by such other brokers or agents with whom Broker has had dealings concerning the sale of the Property, whose claim is based on Brokers actions. 5. ADVERTISING: During the Term, Broker agrees to undertake its best efforts to locate and identify, ready, willing and able purchasers for the purchase of the Property. Broker will arrange inspections by well qualified prospective purchasers that are ready, willing and able to purchase the Property and Owner will facilitate these inspections in an appropriate manner. Broker will use its own advertising and public relations staff to advertise and promote the property through exposure in appropriate publications. Broker covenants to Owner as follows: (a) Broker will not advertise the property, nor place any notice thereof in any newspaper, web site or other publication without first obtaining Owners prior written approval as to the contents thereof in each instance; (b) all information which Broker shall receive in connection with the property shall be confidential and neither Broker, nor anyone in Brokers organization shall disclose such information to any party (other than Purchaser or counsel for the Creditors Committee) without Owners prior written consent; and, (c) all plans, specifications, financial or operating statements of the Property, working drawings, correspondence and the like delivered to Broker in connection with the sale of the Property shall remain, at all times, Owners exclusive property and shall be returned to Owner upon request. All costs associated with the marketing of the Property including, but not limited to, advertisements, public relations, marketing brochures, etc., will be borne exclusively by the Broker, except that Owner will advance up to $8,000 to Broker to be utilized solely for placing strategic advertising with respect to the sale of the Property. The Broker shall spend at least $15,000 to advertise the Property (inclusive of any amounts advanced by the Owner). In the event no closing of the Property takes place, Owner shall be obligated to reimburse Broker for all funds advanced by Broker for advertising. Owner will have the right to review and approve all marketing materials prior to their use. Broker agrees to keep Owner promptly and fully advised as to all matters and decisions affecting the listing, marketing and promotion of the sale of the Property, all offers received and counteroffers made with all counteroffers to be made only with Owners prior approval and at Owners sole discretion. In addition, Broker shall simultaneously provide updates as to all marketing activities and inquiries from interested purchasers to counsel for the Official Committee of Unsecured Creditors of The Christian Brothers Institute and The Christian Brothers of Ireland, Inc. (the Creditors Committee). The Marketing Team shall provide updates (including telephonically) to the counsel to the Creditors Committee on a weekly basis. 6. COMPENSATION: Broker agrees that if for any reason whatsoever, whether due to a default of the Purchaser or the Owner, or to unavailability or uninsurabilty of the title of the Property or otherwise, title shall not close or the contract of sale shall be cancelled by the Owner or the Purchaser pursuant to any provisions thereof or shall be terminated by agreement between Owner and the Purchaser, then and in any such event the Owner shall be released, and the Broker does hereby release the Owner, from any and all liability, claim, or charge whatsoever, and no commission shall be due and payable to the Broker in connection therewith. Broker further agrees that the Owner shall not be required to take any action or expend any money to enable the Owner to convey a marketable or insurable title or a title satisfying the terms and conditions of the contract of sale or to enforce the contract against the Purchaser. Subject to the provisions of this Agreement, the Commission shall be earned by Broker for services rendered if, as and when a contract of sale is actually entered into with Owner and a purchaser within the Term (or within the time frames set forth in paragraph 7 hereof); and when title to the Property is actually conveyed to the Purchaser for a purchase price acceptable to Owner by delivery to and acceptance by Purchaser of the deed. In the event of a sale of the Property, subject to Bankruptcy Court approval, Owner shall pay a commission on the date of the transfer of the title of the Property, or if the conditions in this paragraph 6 are satisfied, on the date the closing was scheduled to occur as set forth in the proposed contract of sale, at three percent (3%) of the purchase price to any purchaser other than Iona Preparatory School. In the event Iona Preparatory School purchases the Property, Broker shall receive a commission in the amount of one percent (1%) of the purchase price. The commission shall be payable in bank, wired, certified funds, or attorney trust check.

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7. PENDING NEGOTIATIONS: Within ten (10) days after the Termination Date, Broker shall deliver to Owner, in writing, a list of all names of any entity, or person, that has inspected the Property and expressed an interest therein (hereinafter referred to as the Pending List). The Pending List shall contain sufficient information to identify the transaction. If, within ninety (90) days after the expiration of the listing term a contract is signed to sell the Property to a person or entity identified on the Pending List, the Broker will be entitled to the Commission provided herein. The Broker shall simultaneously provide copies of all bids for the Property to the Owner and the Creditors Committee promptly after receipt of such bids. The Broker shall provide an analysis of all bids received to the Owner and the Creditors Committee. At least one member of the Marketing Team shall appear at any auction for the Property. 8. PREVAILING ATTORNEYS FEES: In the event that any litigation is brought hereunder with respect to any dispute between the parties hereto, the losing party in such litigation shall reimburse the prevailing party for all of its reasonable out-of-pocket costs incurred, including reasonable attorneys fees and disbursements, in connection with such litigation and the costs of collection of any settlement or judgment thereon. 9. BANKRUPTCY: The Broker acknowledges that Owner is currently in Chapter 11 in the United States Bankruptcy Court for the Southern District of New York, and as such, as the Property is part of the Owners bankruptcy estate, its sale will be subject to higher and better bids, with such sale being subject to Bankruptcy Court approval, and the Bankruptcy Court shall have exclusive jurisdiction to resolve any dispute which may arise under this Agreement. 10. MISCELLANEOUS:

a. The parties acknowledge that Broker is not responsible to determine whether toxic or hazardous wastes or substances or other undesirable materials are present at the Property. b. The parties acknowledge that the signatories are vested with the authority to execute this Agreement on behalf of their respective parties. c. Subject to the limitations set forth in paragraph 4 above, Owner acknowledges that Broker may represent both potential purchasers and Owner simultaneously with respect to the same transaction and Owner agrees to such dual representation. d. This Agreement (i) contains the entire understanding of the parties with respect to the subject matter hereof and all prior agreements, understandings, representations, and statements, oral or written, are merged into this Agreement; (ii) may not be changed or modified orally but only by written instrument signed by the parties thereto; (iii) shall be binding upon and inure to the benefit of the successors and assigns of the respective parties; (iv) shall be governed by and construed in accordance with the laws of the state of New York, applicable to agreements made and to be performed entirely within New York, without regard to conflicts of laws principals, and shall be resolved in a proceeding within the state of New York; and (v) may not be strictly construed against either Owner or Broker, each party agreeing that it has participated fully and equally in the preparation of this Agreement. e. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute a fully executed agreement, with the same effect and validity as a single, original agreement signed by all of the parties. Facsimile signatures shall have the same validity and effect as original signatures. f. The relationship between Owner and Broker shall at all times be solely that of an independent contractor, and shall not be construed to be a partnership, or joint venture, or any agency of Owner. In addition, it is expressly understood and agreed that Broker shall have no authority to bind Owner in any contract, commitment, negotiation or proceeding, unless specifically authorized in advance and in writing by Owner.

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Exhibit B -

g.

Broker acknowledges that this agreement is subject to Bankruptcy Court approval.

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the date first above written. Dated: March 14, 2012 The Christian Brothers Institute Debtor and Debtor-in-Possession BY: /s/ Kevin M. Griffith

NAME: Kevin M. Griffith TITLE: Vice-President Dated: March 14, 2012 Newmark & Company Real Estate, Inc. d/b/a Newmark Knight Frank BY: /s/ James D. Kuhn

NAME: James D. Kuhn TITLE: President

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