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PRESENTMENT DATE: PRESENTMENT TIME: 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

MAY 21, 2012 10:00 A.M.

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

FIRST AND FINAL FEE APPLICATION OF NEWMARK & COMPANY REAL ESTATE, INC., REAL ESTATE BROKER FOR THE CHRISTIAN BROTHERS INSTITUTE, DEBTOR-IN-POSSESSION, FOR SERVICES RENDERED PURSUANT TO SECTIONS 328 AND 330 OF THE BANKRUPTCY CODE TO: THE HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE Newmark & Company Real Estate, Inc. d/b/a Newmark Knight Frank (Newmark or Applicant), real estate brokers for The Christian Brothers Institute, one of the above-captioned debtors and debtors-in-possession (CBI or the Debtor) respectfully states as follows: SUMMARY OF REQUESTED RELIEF 1. By this fee application (the Final Application), Newmark seeks a first and final

award of compensation in the total amount of $390,000.00, on account of a commission arising from as more fully described below the sale of real property located at 74 W. 124th Street, New York, NY 10027 (the Property).

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2.

As required by 330 of Title 11 of the United States Code (the Bankruptcy

Code), Rule 2016(a) of the Federal Rules of Bankruptcy Procedure (the Bankruptcy Rules), the Local Bankruptcy Rules and the General Orders of this Court, and this Courts Order establishing procedures for monthly compensation and reimbursement of expenses of professionals entered on August 2, 2011 (Docket No. 64), Newmark submits this Final Application for professional services rendered to the Debtor in connection with the sale of the Property. JURISDICTION, VENUE AND STATUTORY BASES 3. This Court has jurisdiction to consider this Final Fee Application pursuant to 28

U.S.C. 157 and 1334 and the order of reference, dated July 10, 1984 (Ward, C.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 predicates for the relief requested are 328 and 330 of the Bankruptcy Code, Bankruptcy Rule 2016, Local Bankruptcy Rule 2016-1, General Order M389 (and any amendments or supplements thereto) and the Guidelines for Fees and Disbursements promulgated by the United States Trustee. THE APPLICANT 4. Applicant is one of the largest real estate service firms in the world. Applicants

headquarters are located at 125 Park Avenue, New York, New York 10017. 5. Jennifer Schwartzman is a senior managing director of Newmark and oversaw the

services provided to the Debtor. GENERAL BACKGROUND 6. 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

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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. 7. 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. 8. 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. 9. 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 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. 10. 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

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financial affairs so as to enable them to provide for their aged Brothers and continue their educational and outreach missions. RELEVANT BACKGROUND 11. On June 14, 2011, CBI filed an application (the Newmark Application) to retain

Newmark as its exclusive real estate broker with respect to the marketing and sale of the Property (Docket No. 39) pursuant to the terms of an Exclusive Sales Agreement dated as of June 7, 2011. A copy of the Exclusive Sales Agreement is annexed hereto as Exhibit A. Newmarks retention was approved by order of this Court dated June 28, 2011 (the Newmark Order) (Docket No. 43). A copy of the Newmark Order is annexed hereto as Exhibit B. As set forth in the Newmark Application, Newmarks commission for the sale of the Property is three percent (3%) of the total purchase price for the Property. 12. Pursuant to the Newmark Order, Newmark (a) shall not be required to maintain time records in support of its request for compensation and reimbursement of expenses, and (b) shall be exempted from the monthly record keeping and notice requirements that may be directed by any monthly interim compensation order that may be entered by this Court in the future. Newmark Order at 7. 13. On November 15, 2011, CBI filed a motion (Docket No. 154) seeking entry of

order to (i) establish certain procedures (the Sale Procedures) for the sale of the Property, and (ii) approve the sale of the Property to Harlem Village Academies (as stalking horse bidder) or such other entity submitting a higher and better offer. On December 2, 2011, this Court entered an order approving the Sale Procedures (Docket No. 173) and on January 9, 2012, this Court entered an order approving the sale of the Property to Harlem Village Academies for a purchase price of $13,000,000. The sale closed on or about April 3, 2012, and CBI received the

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$13,000,000 purchase price. BASIS FOR REQUESTED RELIEF 14. Since being retained, Newmark extensively marketed the Property for sale. On or

about July 5, 2011, Newmark sent out to approximately 1,500 investors an email link description of the Property containing the relevant sale and contact information. Approximately 353 parties viewed the e-mail and approximately 100 parties accessed the descriptive property web link. Newmark executed approximately 24 investor nondisclosure agreements and showed the Property on numerous occasions to interested parties. 15. As a result of Newmarks marketing efforts, after extensive arms-length

negotiation, CBI entered into a purchase agreement with Harlem Village Academies where such party was the stalking horse bidder for the Property. Harlem Village Academies was ultimately the successful purchaser for the Property with a purchase price of $13,000,000. As set forth above, the sale has closed and CBI has received the full purchase price. 16. Under section 330(a)(1) of the Bankruptcy Code, the court may award to a

professional person, including a debtors accountants, (A) reasonable compensation for actual, necessary services rendered by the . . . professional person . . . 11 U.S.C. 330(a)(1) . 17. Here, Newmarks retention order specifically provides that Newmark shall be

paid a 3% commission as per the Exclusive Sales Agreement. Under the Exclusive Sales Agreement, Newmark is not entitled to reimbursement of disbursements. 18. Newmark respectfully submits that the compensation requested pursuant to this

Final Application is warranted and should be granted.

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19.

This is Applicants first and final request for allowance with respect to compensation Annexed hereto as Exhibit C is a certification in

arising from the sale of the Property.

accordance with the Administrative Order of this Court dated November 25, 2009. NOTICE 20. In accordance with Federal Rules of Bankruptcy Procedure 2002(a)(6), notice of this

Final Application shall be served on (i) the United States Trustee; (ii) counsel to the Committee; (iii) all parties that filed a notice of appearance in these Chapter 11 cases; and (iv) all scheduled creditors, as well as creditors who filed a proof of claim. NO PRIOR REQUEST 21. No prior request for the relief sought in this Final Application has been made to this

or any other court. WHEREFORE, Applicant respectfully prays that it be awarded final compensation in the total amount of $390,000 for services rendered in connection with the sale and marketing of the Property, and such other and further relief as this Court may deem just and proper. Dated: New York, New York April 23, 2012 TARTER KRINSKY & DROGIN LLP Attorneys for The Christian Brothers Institute, et al. Debtors and Debtors-in-Possession By: /s/ Scott S. Markowitz Scott S. Markowitz Eric H. Horn 1350 Broadway, 11th Floor New York, New York 10018 (212) 216-8000

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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)

ORDER AUTHORIZING RETENTION OF NEWMARK & COMPANY REAL ESTATE, INC. AS THE DEBTORS EXCLUSIVE REAL ESTATE BROKER Upon the application, dated June 9, 2011 (the Application) of The Christian Brothers Institute (CBI)1 the above-captioned debtor and debtor-in-possession (the Debtor), for an order pursuant to 327(a) and 328 of the Bankruptcy Code, Rule 2014 and Local Bankruptcy Rule 2014-1 authorizing and empowering the Debtor to employ and retain Newmark & Company Real Estate, Inc. d/b/a Newmark Knight Frank (Newmark) as its exclusive real estate agent under the Exclusive Sales Agreement, dated June 7, 2011 attached as an exhibit to the Motino, as modified by this Order (the Agreement) with respect to the marketing and sale of real property located at 74 W. 124th Street, New York, NY 10027 (the Property) owned by the Debtor; and upon the accompanying affidavit of James D. Kuhn, president of Newmark; and the Court being satisfied that (a) Newmark does not hold or represent an interest adverse to the Debtors estate with respect to the matters for which the firm will be engaged; (b) Newmark is a disinterested person in connection with the Debtors Chapter 11 case pursuant to 101(14) of the Bankruptcy Code; and (c) Newmarks retention and employment is necessary and in the best interest of the Debtors estate; and it appearing that no further notice need be given, and sufficient cause appearing therefor, it is ORDERED that:

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1. 2.

The Application is granted. The Agreement is approved, except that (i) paragraph 4 of the Agreement is

hereby modified to provide that any Outside Broker, as that term is defined in the Agreement, shall file an affidavit of disinterestedness in the event such Outside Broker receives commission from the Debtors estate; and (ii) paragraph 8 of the Agreement is hereby deleted and each party reserves its rights to request legal fees in the event such party is a prevailing party in a dispute arising under the Agreement, and the United States Trustee and the Committee reserve all rights to oppose such request for legal fees. 3. Pursuant to Bankruptcy Code 327(a) and 328, Rule 2014 and Local

Bankruptcy Rule 2014-1, the Debtor is hereby authorized and empowered to retain and employ Newmark in its Chapter 11 case to perform the services specified in the Application and the Agreement. 4. Newmark shall provide copies or disclosure of all bids, and any other information

relating to the sale and marketing of the Property, to the Committee at the same time it provides such information to the Debtor. 5. The Committee shall be permitted to discuss the sale process and bids directly

with Newmark. 6. The Debtor shall consult with the Committee with respect to the sale process,

including (a) selection of any stalking horse, (b) the terms of any stalking horse agreement, and (c) bid procedures. 7. The compensation to be paid to Newmark for services rendered and to be

rendered to the Debtor, and reimbursement of its expenses incurred therewith (if any), shall be

The last four digits of CBIs employer identification number are 0153 and its mailing address is 21 Pryer Terrace, New Rochelle, New York 10804.

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paid only pursuant to the Agreement after the Courts approval upon application under the applicable provisions of the Bankruptcy Code, Bankruptcy Rules and Local Bankruptcy Rules, except that Newmark (a) shall not be required to maintain time records in support of its request for compensation and reimbursement of expenses, and (b) shall be exempted from the monthly record keeping and notice requirements that may be directed by any monthly interim compensation order that may be entered by this Court in the future. Dated: White Plains, New York June 28, 2011 /s/Robert D. Drain HONORABLE ROBERT D. DRAIN UNITED STATES BANKRUPTCY JUDGE No Objection to Entry of this Order: Office of the United States Trustee Southern District of New York

By:

/s/ Paul K. Schwartzberg Paul K. Schwartzberg

No Objection to Entry of this Order: PACHULSKI STANG ZIEHL & JONES LLP Attorneys for the Official Committee of Unsecured Creditors

By:

/s/ Ilan D. Scharf James I . Stang Ilan D. Scharf 780 Third Avenue, 36th Floor New York, New York 10017 (212) 561-7700

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