210 211

EXHIBIT "4"

DESCRIPTION OF PROPERTY 212 213

50 West 30th Street 50 West 30th Street, New York, NY

ARCHITECT'S DESCRIPTION OF PROPERTY AND SPECIFICATIONS 23 November 2015

TABLE OF CONTENTS

SECTION PAGE A. Location of Property ...... 2 B. Status of Construction ...... 2 C. Site ...... 2 D. Utilities ...... 3 E. Sub-Surface Conditions ...... 4 F. Streetscape & Enclosure ...... 4 G. Size ...... 4 H. Building Systems ...... 5 (1) ...... 5 (3) Opaque Construction ...... 6 (4) ...... 6 (5) Storefront (Building Entrance) ...... 7 (6) Parapets & Copings ...... 8 (7) Chimneys & Caps ...... 8 (8) Rooftop Terraces ...... 8 (9) ...... 9 (10) Exterior Entrances ...... 9 (11) & Roof Structure ...... 10 (12) Yards & Courts ...... 11 (13) Interior ...... 11 (14) Interior & Frames ...... 12 (15) ...... 12 I. Auxiliary Facilities ...... 14 J. & Drainage ...... 15 K. Heating ...... 16 L. Gas Supply ...... 17 M. ...... 17 N. Ventilation ...... 18 0. Electrical System ...... 19 P. Life Safety System ...... 20 Q. Intercom & Security ...... 20 R. Fire and Smoke Detection Systems ...... 21 S. Recreation Facilities ...... 21 T. Approvals and City Regulations: ...... 21 U. Unit lnformation ...... 22 V. Finishes, Fixtures & Equipment ...... 23 W. Transfer of Control 26

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A. Location of Property (1) Address: ...... 50 West 30th Street, New York, NY 10001 (2) Block Number: ...... 831 Lot Numbers: ...... 78 (3) Zoning District: ...... C6-4X (4) Permissible Use: ...... Residential (Zoning Use Group 2) .....Community Facility (Zoning Use Group 3 & 4) .....Commercial (Zoning Use Group 6) (5) The building will comply with all zoning and use requirement at closing.

B. Status of Construction (1) Construction of the building is expected to begin in 2015. It is anticipated that the first Condominium Unit will be substantially completed on or about December 2017, unless delayed by weather, strikes, lockouts, acts of God, shortages of, or inability to obtain materials, equipment or labor, governmental restrictions, approvals or preemption, damage by fire or the elements or any other cause over which the Sponsor has no control. (2) Type of Construction: The Building will be classified as Type 1B (Non-Combustible) and will conform to all applicable regulations of the Building Code of the City of New York ("Building Code").The project is under review by the Department of under job number 121192413.

(3) Certificate of Occupancy: Prior to the first Condominium Unit closing, Sponsor will obtain a Temporary Certificate of Occupancy from the Department of Buildings of the City of New York ("Department of Buildings") for the Condominium Units which are to be closed. Sponsor will continue to extend the Temporary Certificate of Occupancy until a permanent Certificate of Occupancy is issued unless prevented from doing so by violations on the building caused by or resulting from acts which are the responsibility of the Condominium Association or its members. After completion of construction the Sponsor will apply for a Certificate of Occupancy for the Building from the Department of Buildings of the City of New York ("Department of Buildings"). (4) Where materials, appliances, equipment, fixtures and other construction and design materials and details are specified in this report and/or on the construction documents, the Sponsor has reserved the right, in all cases, to substitute in their place similar materials, appliances, equipment and/or fixtures of equivalent or better quality. Sub-meters may be installed in lieu of direct meters for utilities at Sponsor's sole discretion. Construction conditions may mandate the changing of locations of building systems, which will be reflected on the as-built drawings. (5) The building is under Quality Housing Program and complies with requirements under Zoning Resolution Article II, Chapter 8. C. Site (1) Location: The site is located to the Northwest corner of the block limited North by 30th Street, South by 29th Street, West by 6th Avenue and East by Broadway in the Borough of Manhattan. (2) Size: The lot is irregularly shaped with a frontage on West 30th street of 125.0', on 6th Avenue of 68.00', on the adjacent lot of 75.21' to South, on the adjacent lot of 44.81' to East, with a total lot area of approximately 6,997 square-feet. (3) Number and Use of Buildings: There will be one 24-story building with one below grade cellar and mechanical bulkheads above the main roof. (i) The building upon completion of the work will include 55 Residential Condominium Units, one (1) commercial unit on the cellar, ground & second , a residential amenity space and amenity at the 5th level, residential private terraces and balconies at various levels and bicycle storage in the cellar.

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(4) Streets: There are no streets owned or maintained by the project. The building will have frontage on West 30thstreet, 6th Avenue, and the main residential entrance located off of 30th Street. The streets are owned and maintained by the City of New York and is typical of streets, paved with asphalt. (i) The Commercial Unit will have frontage on 6th Avenue and West 30th St., with entrances located on both streets.

(5) Sidewalks & Ramps: The existing sidewalk and curbs in front of the property will be replaced with new concrete sidewalk with steel-faced curbs in compliance with the requirements of the New York City Department of Transportation. The sidewalk will be pitched to drain to the gutter which drains to the New York City Sewer catch basins in the street roadbed. (i) No new street trees will be provided. (ii) Street will be provided by the City of New York. (iii) The Condominium will be responsible for future repair and maintenance of the sidewalk, trees, and tree pits, including but not limited to, snow removal, cleaning and collection of loose litter or debris. The Condominium is also responsible for sweeping the gutter along the project frontage. (iv) Existing curb cuts on West 30th Street will remain. These curb cuts can be used for accessing the sidewalk for lawful purposes as determined by the City of New York and MTA. (6) Parking: There will be no parking on the site. D. Utilities (1) Utilities will enter the building below grade from West 301th Street and 5th Avenue. (2) Electricity: Consolidated Edison Company, Inc. (Con Ed) will supply to the building 120/208 volt, 3 phase, 4 wire secondary service bus with one (1) main meter (consumption and demand) for the service switches, one (1) main and three (3) sub-meters for the commercial service switches, and separate apartment meters located in the distributed "electrical meter " at approximately every fifth throughout the building. (3) Gas: Consolidated Edison Company, Inc. (Con Ed) will supply low pressure gas service with three (3) meters. One meter will be for the building heating, a second meter will be for domestic hot water boilers and domestic (condominium units) ranges, and a third meter will be for the commercial tenants. Con Ed will also supply low pressure dedicated gas service with one (1) meter for an emergency generator. All gas usage, both for common areas and for the individual Condominium Units, will be borne by the individual Condominium Association as part of the common expense for each Condominium Unit. (4) Water: The building water service will connect to the City of New York public water main through one (1) 6-inch metered domestic service and one (1) 6-inch fire protection service in accordance with the New York City Department of Environmental Protection. The charges for water service provided to the building (including Condominium Units and in the public areas of the building) will be levied on the basis of a master city meter and borne by the Condominium Unit Owners as a Condominium common expense for each Condominium Unit. The Commercial Unit will be separately sub-metered. (5) Sewer: The building sanitary service and storm systems will connect to City of New York public combined sewer drainage system through one (1) 10-inch combined (storm and sewer) outflow pipes in accordance with the New York City Department of Environmental Protection. The charges for sewer service provided to the building (including Condominium Units and in the public areas of the building) will be levied on the basis of a master city meter and borne by the Condominium Association as part of the common expense for each Condominium Unit. (6) Telephone: Telephone service will be available to each Residential Condominium Unit through wiring provided from a residential Condominium Unit Network Interface Device (NID) interface.

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(i) Each residential Condominium Unit Owner will be responsible for arranging final connections, obtaining, a service account, for maintenance of wiring within the residential Condominium Unit, and for the cost of telephone use for their individual residential Condominium Unit. (ii) The telephone charges with respect to the public areas of the building (such as the attendant, alarm, fire alarm, etc.) will be borne by the Condominium Association as part of the common expense for each Condominium Unit. (7) Cable Television: Cable and Television service will be available to each residential Condominium Unit through wiring provided from a central patch panel in the cellar to a single location within each residential Condominium Unit via a NID interface. Each residential Condominium Unit will be cabled to connectors in various locations within the residential Condominium Unit. Each residential Condominium Unit Owner will be responsible for arranging final connections, obtaining a service account, for maintenance of wiring within the residential Condominium Unit, and for the cost of cable television use for their individual residential Condominium Unit. (i) The Building will not be equipped with a master television antenna system. (8) Data Service: Each residential Condominium Unit will have distribution wiring designed for data transmission, e.g. internet, from a single Unit entry location to various locations within the residential Condominium Unit. Each residential Condominium Unit Owner will be responsible for arranging final connections, obtaining a service account, for maintenance of wiring with the residential Condominium Unit, and for the cost of operation and service use for their individual residential Condominium Unit. E. Sub-Surface Conditions (1) The site at 50 West 30th Street in New York, New York was previously occupied by a one story commercial building with one partial cellar level and remaining eastern third of the site is occupied by a paved open-air parking lot. Sidewalk grades surrounding the building range from approximately el +40.98 to el +41.87 as established grades referring to NAVO 1988 Datum which is 1.669' below the Borough of Manhattan Topographical Bureau Datum. (2) A subsurface investigation program consisting of three (3) test borings, and nine test pits was completed in accordance with the NYC Building Code. The borings were completed between September 15 and 22, 2014. The test pits were completed in two phases: Phase 1 in September 2014 and Phase 2 in January 2015. The general subsurface profile consisted of uncontrolled fill overlying a dense sand layer overlying bedrock. (3) The groundwater level was monitored in two observation wells. The ground water levels ranged between about el +27.5 and el +25.5. The cellar slabs and below grade will be waterproofed to minimize groundwater infiltration. (4) The building loads can be supported on drilled caisson piles socketed in NYC Building Code Class le rock. F. Streetscape & Enclosure (1) The Condominium Association will be responsible for future repair and maintenance of all landscaped areas, street trees and tree pits.

(i) Landscaped Area and Plantings: 5th Floor Amenity Terrace (ii) No new street trees will be provided. One existing street tree on 5th Avenue will remain. G. Building Size

(1) Total Height: The total height of the building from the average curb (base plane) elevation (+41.45') to top of the bulkhead roof screen will be 311'-5". (2) Cellar: There will be one cellar. The distance from the top of the first floor slab to top of the cellar slab will be approximately 12'-0", and is subject to change per field and construction conditions.

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(3) Number of Floors: There will be 24 floors, a cellar and mechanical floor with a stair bulkhead above the main roof levels. (i) The top-of-floor-slab (TOS) to top-of-floor-slab (TOS) heights of the Condominium Units will be approximately as follows (subject to change per field and construction conditions): Floor(s) Approx. TOS to TOS Heights Approx. Height (other than areas of drop ceiling) PH2 (24th floor) ...... 11'1" ...... 10'0" PHl (23rd floor) ...... 11'1" ...... 9'0"/10'0" 22nd Floor ...... 11'1" ...... 9'0" 14th - 21st Floors ...... 10'6" ...... 9'6" 13th Floors ...... 11'1"...... 9'0" 6th_ 12th Floors ...... 10'6" ...... 9'6" 5th Floor ...... 12'0" ...... 9'5" 4th Floor ...... 12'0" ...... 9'7" 3rd Floor ...... 12'0" ...... 10'10" 1stand 2nd Floor ...... 20' ...... N/ A (ii) Slab thickness is typically 8" and approximately 2" for flooring leveling and floor finishes. Slab thickness on 3rd and 4th floor is 9" and 5th floor is 12".

(iii) 4th, 5th, 13th and 22nd floor are transfers floor where some of the mechanical, electrical, plumbing and fire protection systems offset due to plan change and will generally have reduced ceiling heights. (iv) Due to installation of mechanical, electrical, plumbing and fire protection systems, some spaces and areas will have dropped soffits and to contain the systems, thereby, reducing the approximate ceiling heights in certain areas no less than 8'. These dropped soffit/ceiling areas typically occur in , , hallways, , and some room perimeters and will lessen the ceiling heights in those areas, but may occur in other areas as well, particularly any space occurring directly below a terrace above. The spaces impacted include, but are not limited to, master , secondary bedrooms, kitchens, and living and dining areas. Refer to item U.3 for additional information. (4) Equipment : Equipment rooms will be located in the cellar, mechanical floor. Additional equipments will be located on the roof within the building screen wall. The 2nd floor setback terrace will accommodate equipment for the commercial space. The approximate height from top of roof slab to top of the elevator bulkhead enclosures on the roof will be approximately 17'-6" and is subject to change per field and construction conditions. (5) Parapet: The approximate height from the top of roof finish to the top of parapet coping or railing will be a minimum of 3'-6". H. Building Systems (1) Foundation

(i) The structural foundation will be composed of a combination of drilled caissons socketed into NYC Building Code Class le, or better, rock, and spread footings bearing directly on NYC Building Code Class lb, or better, rock with an allowable bearing capacity of 40 tons per square foot. One single full area cellar level (approximately 6,000 square feet) will be located twelve feet below grade. (ii) The perimeter of the cellar will be bounded by 16" thick reinforced concrete foundation walls, supported on spread footings or caisson caps. Foundation walls will include reinforced buttresses at the perimeter above. (2) Superstructure

(i) The superstructure will be a conventional cast-in-place reinforced concrete flat plate system with interior and perimeter reinforced concrete columns and shear walls. Lower floors at lobby and commercial floors will be 9" thick.

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Typical residential floors will be 8" thick of 6,000 to 8,000 psi concrete throughout, with thicker areas at terraces and transfers. (ii) The column layout consists of continuous vertical columns, and a few walking columns to achieve the desired architectural layouts. (iii) The lateral forces of the building are resisted exclusively by the concrete shear walls, which are 12" to 16" thick and coupled with link beams. The lateral system will be designed for both wind and seismic loading as stipulated by the NYC Building Code and by NYC Local Law 17/95, respectively.

(iv) Seismic separation provisions were considered and implemented into the structural design along the East and South adjacent buildings as prescribed by NYC Building Code.

(3) Opaque Wall Construction (i) As indicated below, the majority of exterior walls will comprise a finish material backed by concrete masonry units or concrete columns or shear walls. All above grade exterior walls will be insulated in compliance with the requirements of the New York State Energy Code. Typical masonry wall is comprised of face brick, air gap and insulation on CMU back up. (ii) Consistent with the Energy Conservation Construction Code of New York State (a.k.a. the "Energy Code"), the various elements of the facade will have average Li-factors no greater than listed below or shall have been otherwise designed to comply with the Energy Code by means of application of "compliance software" or another compliance path, approved by the Energy Code. i. Opaque masonry (mass) walls: U-0.104 max. ii. Opaque wall elements (spandrels, etc.): U-0.064 max iii. Windows I Window wall: U-0.55 max iv. Storefront I Curtain Wall: 0.55 max (iii) The building will have a base consisting of stone, storefront system, brick, metal panel or equivalent, and aluminum window wall construction. Typical base opaque wall is comprise of face brick or stone panel, air gap and insulation on CMU back up. (iv) Exterior wall finish above the setback (5th floor) will be brick, metal panel, or equivalent, and aluminum window wall construction, or equivalent. (4) Windows (i) Windows will be designed and erected meeting all structural requirements of the Building Code of the City of New York and all local and state agencies having jurisdiction. Operable windows will have a limit stop as approved by the New York City Department of Health and Mental Hygiene which prevents the window to open more than 4". (Stops can be removed for maintenance and cleaning only) (ii) Exterior windows will be finished aluminum window wall construction with casement-like operable vents. (a) Glazing will be insulating glass units with high performance glass, Low- E coating on the #2 surface, with an Li-factor to satisfy the Energy Code (see Article 3 (ii) above). (b) Wausau Invent Retro system or its equivalent (c) Window wall assemblies (including sealants, glass, and metal panel) will be warranted for performance and materials by manufacturer for a minimum of 3 years from the date of Substantial Completion. (d) Glass and painted aluminum doors will be provided at terraces and balconies.

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(e) The window wall sealant should be maintained & inspected every 5 years by the Condominium Association. (iii) Lot line windows will be provided along the South property line. (a) Lot line windows will be glazed with insulated Low-E glass units, the same as the typical glazing. (b) In the event that a building is built on the South property above the height of the existing Lot Line Window(s), it is possible that these lot line window(s) may be required to be removed in the units and the opening in the wall completely closed (in compliance with all governing code requirements) at the sole cost and responsibility of the unit owner. It is also possible that un-protected lot line windows may be required to be protected (against the spread of fire), also in compliance with governing codes. All costs associated with the removal of a lot line window, and/or the conversion of a lot line window from an unprotected to a protected unit, including the provision of sprinkler heads, or the enclosing of the opening in the exterior wall, will be borne solely by the owner of the Condominium Unit and not by the sponsor. (c) Lot Line windows will be provided along the south property line in following Units.

Floors Units

5 A

6 A

7 A

8 A

9 A

10 A

11 A

12 A

13 A

14 A

15 A

16 A

17 A

18 A

19 A

20 A

21 A

22 A

(5) Storefront (Building Entrance)

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(i) Any storefront window systems will be designed and erected meeting all structural requirements of the Building Code of the City of New York and all local and state agencies having jurisdiction. (ii) The exterior enclosure at the ground floor building entrance will be a painted aluminum storefront glazing system or equivalent with stone base. (iii) YKK YCW-X750 or its equivalent. (iv) Glass will be insulating glass units with clear high performance glass, Low-E coating on the #2 surface or equivalent.

(v) Glass and painted aluminum doors will be provided at entrances. (vi) Storefront assemblies (including sealants, glass, metal panel and ) will be warranted for performance and materials by manufacturer for a minimum of 3 years from the date of Substantial Completion. (6) Parapets & Copings (i) The roof parapet construction will be a continuation of the brick, metal panel, or glass, or equivalent; in each case with metal or stone coping and/or railing system. (7) Chimneys & Caps (i) Boilers located at the mechanical will have direct vents. (ii) and kitchen area exhaust vents will be provided with utility type fan systems located on the roof level. (iii) exhaust will be provided on the roof level (iv) The building will have one (1) trash compactor and rubbish chutes made of 16ga. aluminized steel, or equivalent, with appropriate vent cap and flashing that will extend above the main roof levels. (8) Rooftop Terraces

(i) The main roof area will be used for mechanical equipment. (ii) The 5th floor setback roof areas will be used for private terraces for Unit SA and amenity terrace accessed by the Residential Condominium Unit Owners only. (iii) Rooftop Common Terrace accessed by the Residential Condominium Unit Owners and building residents only will be provided at the 5th floor setback roof. Access doors to rooftop terrace is outswing terrace doors as part of storefront system. (iv) Rooftop Private Terrace space will be provided to the following Condominium Units: Construction Floor No. Unit No. 3rd 3E 5th ...... SA 23rd ...... PH 1 24th ...... PH 2

(v) Roof terraces will be constructed of poured-in-place concrete pitched to drain. Waterproofing system will be Protected Membrane Roof system (PMR), applied directly to the structural slab that will be pitched to roof drains or will be a conventional (membrane over insulation) roof pitched to drain. (a) The PMB roofing system option will consist of SBS modified bitumen sheet membrane, granulated SBS sheet membrane, drainage mat with filter fabric, rigid insulation and precast pavers on pedestals. Cb) The conventional roof system option will consist of SBS modified bitumen membrane over rigid insulation, covered with precast pavers seated on pedestals.

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(c) All flashing and penetrations will be either modified bitument (SBS) material, cold fluid membrane (PMMA) or metal. (d) Rigid insulation and roof system shall provide an average R-value of 20.

(vi) Terrace railings will consist of glass panels with metal rails and posts, or equivalent. All rails shall be engineered per code and shall be constructed of corrosion resistant material. (vii) Access to private terrace spaces will be from individual residential Condominium Units. (viii) For those residential Condominium Units which have terraces, a GFI receptacle, exterior lighting, and a hose bib will be provided. (ix) Planters and miscellaneous furnishings may be placed on rooftop terraces and are subject to (a) below. Residential Condominium Unit owners will not be permitted to perform construction, enclose any space, or install decking or pavers without express written permission from the Condominium Association, and if required, from the Department of Buildings. (a) No planter may be placed on any private or public terrace area if it exceeds 2 cubic feet capacity or if it will impose a load exceeding 60 pounds per square foot on the roo( unless such installation has specific written approval from the Condominium Association and the Department of Buildings, if required. Any addition of loads to the terraces will need to be reviewed by the board/ sponsor engineer. (b) No installation of any planters or terrace materials will be permitted on the roofs over any bulkheads. (c) Private terrace drains to be maintained by unit owner and Condominium Association.

(9) Balconies (i) Balconies are provided for the following Condominium Units: Construction Floor No. Unit No. 5th thru 13th ...... C 14th thru 22nd ...... 8 23rd ...... PHl (ii) Balconies are constructed of cast concrete platforms that are an extension of the building floor slabs and which cantilever from the building face. (iii) No planter may be placed on any private area if it exceeds 2 cubic feet capacity or if it will impose a load exceeding 60 pounds per square foot on the roof, unless such installation has specific written approval from the Condominium Association and the Department of Buildings, if required. Any addition of loads to the terraces will need to be reviewed by the board/ sponsor engineer. (iv) Balcony guard/railings shall consist of corrosion resistant painted aluminum posts or stainless steel and railings with glass panels or equivalent. (v) Access to the balconies will be from the individual residential Condominium Units through outswing balcony doors as part of the window wall system. (vi) For the residential Condominium Units with balconies, a GFI receptacle will be provided. (vii) Concrete finish at all balconies. Underside of the balcony to be painted. (10) Exterior Entrances (i) The residential entrance will be on West 30th Street.

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(ii) The entrance will comply with New York City 2008 Building Code for access by the disabled, providing access to the lobby and to the elevators. (iii) Exterior doors and frames at the main entrance and will be a painted aluminum and glass storefront assembly, or their equivalent. All locks, hardware and fasteners to be corrosion resistant. (iv) Mailboxes will be in an alcove off the main lobby. USPS approved horizontal mailboxes in painted aluminum or its equivalent.

(v) There will be exterior lighting at the entrance, lighting within the exterior vestibule, and within the lobby. (vi) Egress doors at grade and roof level will be painted insulated hollow metal with metal frames or their equivalent. (vii) Drainage away from the building entrance is provided via sloped sidewalk. An overhead canopy is provided overhead at the main residential lobby entry. (viii) There is a separate exterior service entrance/egress exit located towards the middle of the building street frontage along West 30th Street. The service entrance will be painted insulated hollow metal with metal frames or their equivalent. No other , exterior stairs or railings. (11) Roof & Roof Structure (i) The Condominium Association will have right of access to all roof areas including setback roofs and including any and all private terraces, exterior planting areas and/or balconies for necessary inspections, maintenance, or repairs. (ii) The main roof will be constructed of poured-in-place concrete covered with a conventional insulated modified bitumen (SBS) waterproofing membrane. (a) All flashing and penetrations will be either modified bitumen (SBS) material, cold fluid membrane (PMMA) or metal. (b) Rigid insulation shall have a minimum R-value of 20. (c) Roof manufacturer is Siplast or its equivalent. The roof manufacturer will provide a ten (10) year warranty. (iii) Roofs over mechanical bulkheads will be constructed of poured-in-place concrete with a conventional modified bitumen membrane waterproofing over minimum R-20 insulation with a 10 year waterproofing warranty. (iv) Bond or Guarantee: The roofing system will have a ten (10) year limited manufacturer's warranty for materials and labor. The sponsor and its members, subsidiaries and assigns shall not be the guarantor of the manufacturer warranty or their performance or obligations under the warranty. (v) Drains: (a) Number: 19 (b) Material & Type: Controlled flow roof drains will be provided as per Froet 100C4 or equal. Standard roof drains will be provided as per Jr Smith 1409 or approved equal. (c) Gutters & Leaders: Storm leader piping will be cast iron hubless pipe, CISPI 301 service weight. (d) Detention Tank: Detention facility will be provided in the cellar level and comply with all local codes and city agencies. The system will have a usable storage volume of approximately 400 cubic feet for a maximum discharge rate of 0.25 cubic feet per second from the building storm system. (e) Drains located on the private and public terraces will need to be maintained by the individual unit owners and the Condominium Association.

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(vi) Skylights: No skylights will be provided (vii) Bulkheads: (a) Mechanical bulkheads will be EIFS or metal panel, or equivalent, on concrete masonry units or concrete columns or concrete shear walls or metal stud wall with exterior sheathing. (b) The elevator bypass and machine room will be part of the roof bulkheads, which will consist of concrete masonry units or concrete columns or concrete shear wall construction with EIFS and metal panel enclosure assembly, or metal stud wall with exterior sheathing or equivalent.

(viii) Metal Work at Roof Levels: (a) Railings: The railings will be approximately 2" diameter painted steel, or equivalent, provided behind parapet or a glass panel guard/railing assembly. At EMR bulkheads a guardrail system shall be provided. (b) Access to EMR and other rooftop bulkheads will be provided via metal ships ladder or ladder located on the roof. Metal ships ladder and ladder hardware will be galvanized steel or equivalent. (ix) Rooftop Facilities: Private terraces are provided for residents' use. See previous section H-8 for information. A common rooftop terrace facility is provided at the 5th floor setback roof level. (12) Yards & Courts (i) There are no exterior yards or courts proposed for this building. (13) Interior Stairs (i) Egress Stairs: There will be two (2) scissor type egress stairs in the building. The stairs will extend from grade up to the main roof. One (1) will discharge to the street through the residential lobby and the second will discharge to the street through a remote exit directly to West 30th Street. Similarly, two (2) scissor type egress stairs will extend from the cellar up to grade. One (1) will discharge to the street through the residential lobby and the second will discharge to the street through a remote exit directly to West 30th Street. (a) Enclosure: Each egress stair will be enclosed with approximately 8" concrete masonry units, reinforced concrete shear wall, or 2-hour rated drywall partition. (b) Stair Construction: Concrete Frame Treads: Concrete Risers: Concrete (c) Hand Rails: Painted steel pipe handrails or its equivalent (d) Balustrade: None

( ii) Egress S ta1rs . f rom Commercia I Unit: There will be one (1) eiress stair from cellar to grade level which will discharge directly to West 30 Street. There will be two (2) egress stairs from second floor to grade level. One (1) will discharge to the street through the commercial space and the second will discharge directly to 6th Avenue. (a) Enclosure: Egress stair will be enclosed with approximately 6" concrete masonry units, reinforced concrete shear wall, or 2-hour rated drywall partition. (b) Stair Construction: Steel Treads: Metal pan with concrete Risers: Steel (c) Hand Rails: Painted steel pipe handrails or its equivalent (d) Balustrade: None

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(iii) There are no interior communicating stairs within residential Condominium Units. (14) Interior Doors & Frames (i) Residential Condominium Unit Entrance Doors: The entrance door to each residential Condominium Unit will be approximately 1 %" thick, Fire Proof Self Closing (FPSC), 45 minute rated, painted hollow metal doors with painted hollow metal frames, STC 35, with non-combustible stone saddles or equivalent. (ii) Doors within residential Condominium Units: Interior doors within the residential Condominium Units will be approximately 1 %" thick, non-rated, painted, solid core wood doors with painted hollow metal frames or equivalent. Bathroom doors have stone or ceramic saddles or equivalent. (iii) Egress Stair Doors: Stair doors will be painted hollow metal approximately 1 3/.i" thick, FPSC, 1.5 hour rated with painted hollow metal frames with non- combustible saddles or equivalent. (iv) Roof Doors, Cellar Doors & Frames: All doors and frames will be hollow-metal and will meet the New York City Building Code requirements. (15) Elevators (i) Residential Elevators PEl and PE2 (a) Gearless Traction Passenger Elevator (b) Manufacturer ThyssenKrupp Elevator, TEI and City Elevator or its equivalent (c) Elevators will be accessible from the residential lobby and comply with NYC 2008 Code for access by the disabled and ASME A.17.1 2000/2003 and Appendix K. (d) Quantity: Two (2) (e) Type: Passenger (f) Capacity in Pounds PEl: 2,000 lbs centrally located PE2: 2,5001bs centrally located (g) Speed: Approx. 500 fpm (h) Number of Landings: PEl: Twenty-four (24)@ Floors 1-24 PE2: Twenty-five (25) @ Floors 1-24 and Mechanical Floor (i) Number of Openings: Same as landings (j) Floors Served: Same as landings (k) Openings: Front opening at all levels. (I) Operation: selective collective (m) Control: Variable voltage variable frequency drives (n) No. of Push Button Risers: One (1) (o) Platform Size PEl: 6'-0" wide x 5'-0" deep PE2: 7'-0" wide x 5'-0" deep (p) Guide Rails: Steel tees at sides or its equivalent (q) Buffers: Oil

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(r) Cab Enclosure: The passenger elevator cab will be a combination of stainless steel, mirror with suspended ceiling with lighting and tile floor, or equivalent. Cabs will be handicapped accessible in compliance NYC 2008 Code requirements for access by the disabled. (s) Car Door Size PEl: approximately 3'-0" x 7'-6" PE2: approximately 3'-6" X 7'-6" (t) Hoistway Door Speed: Single speed side opening (u) Machine Location: Overhead (v) Power Supply: 208 volts, 3-phase, 60Hz (w) Safety features will be included as required by the ASME Code and will include alarm bell and emergency stop switch. (ii) Residential Service Elevator PE4 (a) Passenger holeless hydraulic elevator with single stage dual jacks (b) Manufacturer ThyssenKrupp Elevator, TEI and City Elevator or its equivalent (c) Elevator will be accessible from within the residential lobby and cellar space and comply with NYC 2008 Code for access by the disabled and ASME A.17.1 2000/2003 and Appendix K. (d) Quantity: One (1) - PE 4 (e) Type: Passenger (f) Capacity in Pounds PE4: 2,500 lbs (g) Speed: Approx. 100 fpm (h) Number of Landings: PE4: Cellar and Ground Floor (i) Number of Openings: Same as landings (j) Floors Served: Same as landings (k) Openings: Front (I) Control: AC for Hydraulics (m) No. of Push Button Risers: One (1) (n) Platform Size PE4: approximately 6'-0" wide x 5'-0" deep (o) Guide Rails: Steel tees at sides or its equivalent (p) Buffers: Spring (q) Cab Enclosure: The passenger elevator cab will be a combination of stainless steel with suspended ceiling with lighting and tile floor, or equivalent. Cabs will be handicapped accessible in compliance with Accessibility and NYC 2008 Code requirements. (r) Car Door Size PE4: approximately 3'-6" x 7'-0" (s) Hoistway Door Speed: Single speed side opening (t) Machine Location: Cellar (u) Power Supply: 208 volts, 3-phase, 60 Hz

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(iii) Commercial Elevator PE3 (a) Passenger holeless hydraulic elevator with two stage dual jacks (b) Manufacturer ThyssenKrupp Elevator, TEI and City Elevator or its equivalent

(c) Elevator will be accessible from within the commercial Space and comply with NYC 2008 Code for access by the disabled and ASME A.17.1 2000/2003 and Appendix K. (d) Quantity: One (1) - PE 3 (e) Type: Passenger (f) Capacity in Pounds PE3: 2,500 lbs (g) Speed: Approx. 100 fpm (h) Number of Landings: PE3: Cellar, Ground Floor and 2nd Floor

(i) Number of Openings: Same as landings

(j) Floors Served: Same as landings (k) Openings: Front (I) Control: AC for Hydraulics Cm) No. of Push Button Risers: One (1) (n) Platform Size PE3: approximately 6'-0" wide x 5'-0" deep (o) Guide Rails: Steel tees at sides or its equivalent (p) Buffers: Spring (q) Cab Enclosure: The passenger elevator cab will be a combination of stainless steel with suspended ceiling and tile floor, or equivalent. Cabs will be handicapped accessible in compliance with Accessibility and NYC 2008 Code requirements. (r) Car Door Size PE3: approximately 3'-6" x 7'-0" (s) Hoistway Door Speed: Single speed side opening (t) Machine Location: Cellar (u) Power Supply: 208 volts, 3-phase, 60 Hz (iv) The Sponsor will procure a maintenance contract including equipment coverage, safety tests and emergency service response for the residential elevators to be transferred to Condominium Association and part of the common expense for each Condominium Unit. I. Auxiliary Facilities (1) Mailboxes will be located at the Ground floor in the main lobby. (2) Bicycle Storage Room: A bicycle storage room will be available for residential occupant use in the cellar level, which can be accessed through the service elevator (PE4). (3) Amenity : A toilet will be available for use in the cellar level, which can be accessed through the main residential elevators. This facility shall be made accessible to building management. (4) Refuse Disposal:

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(i) Compactors: There will be one (1) refuse chute serving floors 3 thru 24 for collection of residential refuse in the building with a compactor (Metro-Pak Model No. 4500, or its equivalent) in the trash room in the cellar. The refuse chutes will be accessible through a trash room. The compactor and refuse chute will be maintained by the Condominium Association.

(ii) Storage Location: The compactor bags, to be provided by the Condominium Association, will be stored in the Trash Room in the cellar. (iii) Recycling: There will be recycling bins provided for at each refuse room located on floors 3 thru 24 for collection of residential recyclables. Building staff will collect the contents of these bins to be stored and bagged within the recycling room located at the cellar level.

(iv) Pickup Schedule: Building staff will set compacted trash and recyclable materials at curbside for collection on the days designated by the NYC Department of Sanitation. The schedules are subject to change without notice. Building staff will be permitted to use the Car elevator to bring trash up to the street level. J. Plumbing & Drainage (1) Water Supply: A new 6" domestic water service for the Residential Section is provided from the New York City water main on West 30th Street. A triplex booster pump is provided in the water meter room at the cellar level to provide water for the building. The pump shall be Peerless Model MSLA 050 30HP or equivalent. All horizontal hot and cold water piping shall be insulated throughout. Water Piping shall be as follows: (i) Service piping - AWWA ductile iron class 52 and 104. (ii) Above ground - Copper type "L" ASTM B-88. (2) Water Pressure: Water pressure and supply is maintained by a constant pressure triplex booster pump (as described in J.1 above). Water Piping shall be as follows: (i) Service piping - AWWA ductile iron class 52 and 104. (ii) Above ground - Copper type "L" ASTM B-88. (3) Domestic hot water: Domestic hot water will be generated by three pairs of domestic water heaters. Two pairs (sets) of domestic water heaters shall be water-to-water, and located in the water room in the cellar, and shall be PVI Model 600L lSOATRPF. One set of water-to-water heaters shall serve the 3rd floor to the gth floor, and the second set of water-to-water heaters shall serve the 10th floor to the 17th floor. A third set of domestic water heaters shall be located on the mechanical floor, and shall be gas-fired. This set shall be PVI Model 20L100AGCL, and shall serve the 18th floor to the 24th floor. (4) Sanitary Sewage System: All Building sewage is collected into (1) combined sewer line which connects into the existing city sewer pipe located in West 30th Street (10" house connection). Sewage piping shall be: (i) Below ground piping shall be X.H.C.I. pipe hub and spigot ASTM 74. (ii) Sanitary, waste and leader and vent piping above ground shall be cast iron hubless pipe CISPI 301 service weight. (iii) The horizontal piping at the cellar level, connecting the separate vertical storm water and sewage drainage stacks for the building to the city sewer in Broadway. The house connection is a combined house sewer (5) Storm Drainage System: All storm water which lands on the building will be collected within the building. All storm water will be combined with the sanitary water prior to leaving the building and connected to the combined sanitary/storm sewer located in West 30th Street. The primary means of rainwater collection will be roof drains. (i) Catch Basins: None (ii) Roof Drains: Adequate number of roof drains are provided at all roof terraces and . There will be a combination of control flow roof drains, and

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regular roof drains. Where control flow roof drains are within areas with residential access, pervious pavers must be installed to allow the buildup of stormwater. (iii) Gutters: There will be a gutter embedded into the 1st floor canopy for stormwater drainage. Stormwater from the gutter will combine with the detained stormwater upstream of the detention tank before leaving the property. (iv) Detention Tank: There will be a detention tank in the cellar to impede storm water leaving the premises. All storm water on the property outside the building extents, as well as from non-controlled flow roof drains will drain into the detention tank. Stormwater from the control flow roof drains will combine with the detained storm water upstream of the detention tank before leaving the property. (v) Piping: Soil, waste, and vent piping above ground shall be cast iron hubless pipe, CISPI 301 service weight. (vi) Sump pumps (a) Elevator sump pumps Stancer model SE50 or equivalent, 50 GPM @ 19' TOH, 0.5 HP. (b) Zoller-49 or equivalent, 18ft, 32gpm, 1/4ho located at floor sumps. (6) Fire Protection System: A new 6" fire water service is provided from the New York City water main in West 30th Street. This 6" fire water service supplies a 500 GPM automatic fire pump with a 195 psi head (125 HP), . The fire pump supplies water to the sprinkler/standpipe systems, as required by NFPA-13, NFPA-14, and 2008 NYC Building Code. The building will be fully sprinklered per the 2008 NYC Building Code. The fire water system will consist of one vertical zone. The fire pump (and accompanying jockey pump), will be located in the Cellar level, and will be the primary fire water supply for the building. The fire water system will have two Siamese connections. One Siamese connection will be facing W 30th Street and the other Siamese will be facing Sixth Avenue. The automatic fire pump shall be Peerless Model 4AEF14 or equivalent, and shall feed the fire standpipe and combined sprinkler/standpipe riser and low zone trash chute sprinklers. There will be one fire standpipe riser in each stair. Both risers will be located in a discreet stair enclosure and will be equipped with a 2 "fire department connection. 375 ft of hose and nozzle are located in the residential lobby area for fire department use. The combined riser will also be equipped with a sprinkler floor control assembly at each floor. Sprinkler heads will be located in all living areas in the units and also the public corridors, recreational areas, and the cellar level. The sprinkler system has 4 different types of heads as follows:

(i) Standard concealed sidewall (ii) Standard concealed pendent (iii) Extended coverage concealed sidewall (iv) Extended coverage concealed pendent K. Heating (1) The heat source for the heating in building corridors, lobby, utility rooms and tempering of condenser water for use in conjunction with water source heat pump systems serving apartments will be a central heating plant consisting of natural gas fired, high efficiency, condensing water-tube type modular boilers. The system will consist of two (2) Aerco 3000 or equivalent boilers with a gross output of 6,000 MBTU/hr. All building heating equipment shall be located in the boiler room. Ci) Number of boilers and description: (2) modular hot water boilers for the whole building. (ii) Manufacturer of Boilers: Aerco or equivalent (iii) Manufacturer of burners: The burners are part of the boiler assembly supplied by Aerco or equivalent.

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(iv) Type of controls: Hot water temperature is controlled by building management system. (v) Fuel: Natural gas. (vi) The heating system is adequate to maintain comfortable conditions and complies with New York State Energy code. Load calculations were performed using the following design conditions:

Space Temperature Ambient Temperature

68°F DB 13°F DB

(2) Water Source Heat Pump: The main building heating system will be water source heat pump systems. Condenser water will be tempered via injection of boiler heating water. Each residential unit shall be provided with vertical stacked/horizontal packaged units that will deliver tempered air to the space to maintain heating/cooling setpoints. Public area air conditioning systems are composed of horizontal systems that are adequately sized to maintain code required comfort conditions and comply with the New York City Energy Conservation Construction Code. (i) System types (a) Building Lobby: Mammoth horizontal unit model Fl44HHP, 239 MBH heating capacity or equivalent. (b) 5th Floor Amenity Area (3) Climatemaster vertical units, model TMS-18/24, heating capacity 66.0 or equivalent. (c) Individual Apartments: All apartment areas ( and bedrooms) will be fed by Climatemaster vertical heat pump units or equivalent. Climatemaster TMS09, 13.0 MBH heating capacity or equivalent Climatemaster TM012, 15.8 MBH heating capacity or equivalent Climatemaster TM018, 22.0 MBH heating capacity or equivalent Climatemaster TM024, 29.9 MBH heating capacity or equivalent Climatemaster TM030, 34.7 MBH heating capacity or equivalent Climatemaster TC0-12, 15.5 MBH heating capacity or equivalent Climatemaster TC0-18, 21.3 MBH heating capacity or equivalent Climatemaster TC0-24, 29.5 MBH heating capacity or equivalent Climatemaster TC0-36, 45.1 MBH heating capacity or equivalent (3) Electric heaters with built-in thermostats will be provided in stairwells.

L. Gas Supply (1) Type: Low pressure Gas service will be provided by Con Edison and will be metered for all entities. (2) Meters: A separate metered gas line is provided for domestic cooking for the Residential Section. A separate metered gas for mechanical use (boilers) for domestic hot water and heating. A separate metered gas for emergency generator. A separate metered gas line for future commercial connection. Gas supplied to the Residential Units for cooking will be billed as part of the Residential Common Charge. (3) Piping: Natural Gas piping shall be Schedule #40 Black Steel with Malleable fittings. Piping larger than 4 inches will be welded. M. Air Conditioning

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(1) Water Source Heat Pump: The main building cooling system will be water source heat pump systems with condenser water provided by one (1) on the roof. Residential unit use a combination of vertical and horizontal heat pumps to maintain space temperature .. Public area air conditioning systems are composed of vertical and horizontal systems that are adequately sized to maintain code required comfort conditions and comply with the New York City Energy Conservation Construction Code. (i) Space and Ambient Temperature Load calculations were performed using the following design conditions:

Internal Temperature Ambient Temperature

75°F DB 50% RH 89°F DB 73°F WB

(ii) System types (a) Building Lobby: Mammoth horizontal unit model F144HHP, 139.5 cooling capacity or equivalent. (b) 5th floor Amenity Area: (3) Climatemaster horizontal units, model TMS- 18/24, heating capacity 81.8 or equivalent (c) Individual Apartments: All apartment areas (living room and bedrooms) will be fed by Climatemaster vertical heat pump units. Climatemaster TMS09, 9.6 MBH heating capacity or equivalent Climatemaster TM012, 11.0 MBH heating capacity or equivalent Climatemaster TM018, 17.6 MBH heating capacity or equivalent Climatemaster TM024, 24.2 MBH heating capacity or equivalent Climatemaster TM030, 29.1 MBH heating capacity or equivalent Climatemaster TC0-12, 11.5 MBH heating capacity or equivalent Climatemaster TC0-18, 17.2 MBH heating capacity or equivalent Climatemaster TC0-24, 23.3 MBH heating capacity or equivalent Climatemaster TC0-36, 28.1 MBH heating capacity or equivalent N. Ventilation (1) Apartments to be exhausted via a common general exhaust system at a rate of approximately 65 CFM per apartment. (2) Apartment Bathrooms are exhausted via a common toilet exhaust system at a rate of approximately 40 CFM per bathroom. (3) Each Apartment is provided with tempered outside air at a rate of 80% of the apartment exhaust rate (General + Toilet exhaust). (4) Back of house areas shall be ventilated and exhausted to the outside. Ventilation Rates are as follows:

Space Ventilation Rate (Aoorox. Air Changes/ Hour) Water pump Room 5

Fire Pump Room 5

Trash Room 9

Bike Room 5

Electrical Room 5

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Mechanical Equipment Room 5

0. Electrical System (1) Service entrances to main service (i) Switchboards: (a) Amperes: One (1) main service switchboard with 4,000 Amp rated bus (load side) serving six (6) main service switches for building loads. One (1) 2,500 Amp rated main service switch (load side) serving all tenant apartments. One (1) 2,000 Amp rated main service switch (load side) serving all commercial spaces, and three (3) switches rated at 400A, 600A, and 800A, each serving one (1) full retail level. Two (2) 1,200 Amp rated main service switches (load side) serving all house/landlord spaces. One (1) space for a future service switch connection. One (1) fire pump service feed tapped ahead of the house main service switch, but behind the house main electricity meter. Service feed supplies fire pump switchboard cubicle housing two (2) 600 Amp switchesand one (1) 1200 Amp switch feeding the building fire pump loads.

(b) Emergency/Stand-by Power: A natural gas fuelled 350kW/400kVA 208V 3-Ph 4W stand-by generator will be installed at the roof level to provide emergency and stand-by power as required under New York City Building Code and Electrical Code. The emergency and stand-by power will be distributed via switchboards located at the Mechanical level , and cellar level dedicated emergency power electrical room. (c) Voltage: 208/120V 3-phase 4-wire (d) Phases: 3 (e) Wire Protective Equipment: Fuses/Circuit Breakers (2) Compartment Switchboard

(i) The electrical service room and switchboards, distribution panels will be located at the cellar level. The Residential Section loads shall be fed by separately metered panels in each apartment. (3) Unit Service

(i) Rating of main switchboard: By Bussmann (EATON) or equal. Rated @ 200,000 sym amps

(ii) Service size to Residential Units shall be from circuit breakers or fuses to units rated at: 100, 125, 150 or 200 Amps, 1-phase, 3-wire. (iii) Number, Size and Type for tapping wire for units will be (2) 4/0 AWG + #6AWG Gnd (2-phase + ground), for apartment feeds up to 150 Amps, and. (2) 250 MCM + #6A WG Gnd (2-phase + ground) for apartment feeds up to 200 Amps. (iv) Unit Lighting will be as follows: (a) Cove light and surface mounted halogen fixture in kitchen Cb) Wall mounted sconce and recessed downlight in bathrooms

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(c) Recessed downlight in corridors (d) Ceiling surface mounted fluorescent fixtures in washer/dryer room and some closets (4) Adequacy Service (i) Number of circuits per apartment: Adequate@ 42

(ii) Capacity to handle modern appliances: (a) AC heat pump units type A, 8, C, F, G Adequate@ 15 amps/2-ph (b) AC heat pump units type D, E Adequate @ 25 amps/2-ph (c) AC heat pump units type H Adequate@ 30 amps/2-ph (d) AC heat pump units type I Adequate@ 35 amps/2-ph (e) Dishwashers: Adequate@ 20 amps/1-ph (f) Electric Combination Washer: @ 2,400 watts /208V /1-ph Dryers: @ 2,800 watts /208V /1-ph Electric Range: @ 1,400 watts /120V /1-ph (5) Convenience and appliance outlets (i) Average number per living room: (4) (ii) Average number per : (5) (6) Telecommunications: The Residential Section will be provided with internet, cable TV and telephone backbone, from the telecommunications room in the cellar to the residential telecom closets, which will be fed by various ISP's. Every apartment will have a voice and data distribution system, providing voice and data outlets in most rooms, connected to this backbone. The residents will be responsible for arranging the service from the respective providers. (7) Public Area: Adequate lighting in stars, and entrances will be provided. P. Life Safety System (1) A natural gas fuelled 350kW/400kVA 208V 3-Ph 4W stand-by generator will be installed at the roof level to provide emergency and stand-by power as required under New York City Building Code and Electrical Code. The emergency and stand- by power will be distributed via switchboards located at the Mechanical level electrical room, and cellar level dedicated emergency power electrical room to following areas: (i) Code Mandated Elevators (ii) Elevator Car Lighting (iii) Emergency voice/alarm communication system (iv) Automatic fire protection system (v) Fire pump (vi) Convenience outlets in amenity spaces (vii) Exit signs and Egress Illuminations throughout all building areas. Q. Intercom & Security (1) Intercom: Phone based intercom system for each apartment will be provided. The main frame, power requirements and point of distribution for the system will be located in the main telephone room. Intercom system shall be operable from any phone jack within each apartment. (2) Security: The security system for this project will be provided so as to conform to all applicable software compatibility. This system will include the following:

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(i) Digital Video Recorder (DVR) with compatible software for desktop and mobile use. DVR will be 500GB HD, with DONS, and a monitor onsite. DVR will be in a locking inside of a locked room. (ii) Nonproprietary hardware and software. (iii) Security Cameras in amenities, street, lobby, entrance, elevator, cellar, roof areas. (iv) 24 hour lobby attendant (v) Lobby security cameras will to be High Definition type. (vi) Security Key fobs will be Keyscan Access Control type with ability to program keys remotely. The Keyscan Access Control Box to be located in same room and cabinet as the DVR for internet access. (vii) Card Access will be provided in amenities, bike storage room, service entrances, and lobby doors. R. Fire and Smoke Detection Systems (1) Fire Alarm System: The fire alarm signaling system for this project will be provided so as to conform to all applicable codes. This system will include the following: (i) Automatic smoke detection and heat detection systems. Ion chamber addressable type smoke detectors will be provided in electrical rooms, trash rooms, elevator lobby on each floor, telephone closets and mechanical rooms over 75 square feet. (ii) Sprinkler alarm systems. (iii) Automatic control (stopping) of air handling systems in response to signal from the fire protective alarm system. (Systems over 2000 CFM). (iv) Duct smoke detection in connection with fan shut down system. (v) Remote annunciator panel, for 6th Ave entrance/exit. (vi) Top of shaft smoke release damper tie-in. (vii) Central station connection. (viii) Elevator lobby smoke detectors (ix) Elevator recall. (2) Residential Apartment Smoke Detection System: (i) Combination carbon monoxide/smoke detectors with battery back-up will be provided within 15'-0" of all sleeping areas and within all sleeping areas. All detectors in single dwelling unit shall be interlocked. S. Recreation Facilities (1) A common roof terrace is provided at the 5th floor setback roof level for residential use. See previous section H-8 for information and details. (2) A gym with exercise equipment will be provided at the 5th floor for residential use. (i) Safety, security, and maintenance of the gym and its equipment are the responsibility of the Condominium Association and the user. (3) A lounge will be provided at the 5th floor for residential use.

(i) Safety, security, and maintenance of the lounge and and its equipment are the responsibility of the Condominium Association and the user. T. Approvals and City Regulations: (1) The Sponsor shall be responsible for the work being performed in compliance with applicable provisions of the New York City Zoning Resolution, the New York State Multiple Dwelling Law, and the 2008 New York City Building Code.

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(2) The plans have been filed with the Department of Buildings. The Building application number is 12192413. (3) If required, upon completion of the project the building must be registered with the Department of Housing Preservation and Development as a Multiple Dwelling by the Condominium Association. This registration must be renewed by the Condominium Association every year, at its cost. (4) During normal operation of this building regular elevator inspections will be required, including Periodic, One Year, and Five Year Inspections. These will be the responsibility of the Condominium Association, at its cost. (5) Yearly sprinkler inspections will be required, and five-year standpipe inspections will be required. These will be the responsibility of the Condominium Association, at its cost. (6) A critical examination report of the building facades will have to be filed with the Department of Buildings every 5 years in accordance with Rule No. 103-04 of the Rules of the City of New York and Local Law 11of 1998. These will be the responsibility of the Condominium Association, at its own cost. (7) To the best of my knowledge, belief and professional judgment, these plans and specifications are in compliance with the Energy Conservation Construction Code of New York City. (8) To the best of my knowledge, information and belief, these plans and specifications are in compliance with New York City DOB requirements. (9) All other regulations and requirements not listed here shall be complied with by the Condominium Association. U. Unit Information (1) The estimated square foot area of the Condominium Units set forth in the Floor Plans, Schedule A of the Offering Plan and Exhibit B to the Condominium Declaration, are approximate and are based upon the following method of tabulation: All dimensions are approximate and subject to normal construction variances and tolerances. Square Footage (SF) is calculated from (i) the exterior face of any exterior walls directly enclosing the unit (perimeter and mechanical pipes are not deducted); (ii) the centerline of any wall or partition separating the unit from another unit; and (iii) the outside face of any demising wall or partition separating the unit from any common areas, mechanical areas, elevator shafts, egress stairs or trash rooms where those elements do not exclusively serve the unit. Where furring wall or chase space serving the unit is adjacent to the structural shear wall bounding the egress stair, the area is taken to the inside face of structural shear wall. (2) Any common elements located within a Condominium Unit are not considered part of such Condominium Unit. (3) Measured vertically, each Condominium Unit will consist of the volume from the top of the concrete floor slab below (located under the finish flooring and sub-floor materials) to the underside of the concrete slab above. The clearance between the top of the concrete floor slab and bottom of the finish ceiling in the Condominium Units will generally be at or in excess of approximately 9'-0" in major living areas, but maybe less in other rooms or areas of living rooms. Certain Condominium Units and areas within other Condominium Units may have clearances of less than this in entry foyers, galleries, corridors, closets, living rooms, dining rooms, kitchens, master bedrooms and secondary bedrooms to accommodate facilities or piping located above the ceiling or otherwise to respond to field conditions. (i) Minimum clear height will not be less than 8' and typically occur at soffit conditions and/or locations as described in Section G.3.ii. (ii) Condominium units directly below a terrace and/or transfer floors will have reduced ceiling heights in areas mentioned in Section G.3.ii as well as in living, dining, kitchens, master bedrooms and secondary bedroom areas. The Units directly impacted includes, but might not be limited to the following units: Construction Floor No. Unit No. 4th ...... 4A, 48, 4C, 4D, 4E

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13th ...... 13A, 138, 13C 22nd ...... 22A, 228 23rd ...... PH1 24th ...... PH2 (4) Dens or offices may not be used for bedrooms, living rooms, dining rooms, or any other room classified as a 'habitable room' by the Codes. To do so may result in a violation against the building permit being issued by the Buildings Department. (5) Sponsor reserves the unconditional right to make changes due to unforeseen conditions in accordance with the Offering Plan. (6) There will be 55 residential units. Residential units, with type and number of rooms

FLOOR UNIT TYPE DESCRIPTION

3RDTO 4TH A 1 Bedroom LR/DR, 1 Bedroom, 1 Bathroom, Kitchen

3RDTO 4TH B 2 Bedrooms LR/DR, 2 Bedrooms, 2 Bathrooms, Kitchen

3RDTO 4TH C 1 Bedroom LR/DR, , 1 Bedroom, 2 Bathrooms,, Kitchen

3RDTO 4TH D 1 Bedroom LR/DR, Den, 1 Bedroom, 2 Bathrooms, Kitchen

3RDTO 4TH E 2 Bedrooms LR/DR, 2 Bedrooms, 2 Bathrooms, Kitchen, Terrace (on 3E only) rH 5 A 2 Bedrooms LR/DR, 2 Bedrooms, 2 Bathrooms, Kitchen, Terrace

5THT013TH A 2 Bedrooms LR/DR, 2 Bedrooms, 2 Bathrooms, Kitchen

6THT013TH B 1 Bedroom LR/DR, 1 Bedroom, 1 Bathroom, Kitchen

5TH TO 13TH C 1 Bedroom LR/DR, 1 Bedroom, 1 Bathroom, Kitchen, Balcony

14THTO 22ND A 2 Bedrooms LR/DR, 2 Bedrooms, 2 Bathrooms, Kitchen

14THTO 22ND B 2 Bedrooms LR/DR, 2 Bedrooms, 2 Bathrooms, Powder Room, Kitchen, Balcony

23RD PH 1 3 Bedrooms LR/DR, 3 Bedrooms, 3 Bathrooms, Powder Room, Foyer, Kitchen, Terrace, Balcony

24TH PH 2 3 Bedrooms LR/DR, 3 Bedrooms, 3 Bathrooms, Powder Room, Foyer, Kitchen, Terrace

V. Finishes, Fixtures & Equipment (1) Subject to Sponsor's right to make substitutions as set forth in the Offering Plan, the individual residential Condominium Units will be equipped with fixtures and appliances as follows or with their equivalent. Substitutions shall be equivalent or better than what is specified. (2) Abbreviations for finishes: ACT ...... ACOUSTICAL TILE

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CT ...... CERAMIC TILE CPT ...... CARPET CONC ...... CONCRETE FB ...... UPHOLSTERY MLWK ...... CUSTOM CABINETRY GL ...... GLASS & MIRROR GLASS GL T ...... GLASS TILE GT ...... GROUT GWB ...... GYPSUM WALLBOARD LP ...... LEATHER WALL PANELS MT ...... METAL & METAL BASE PL ...... PLASTIC LAMINATE PT ...... PAINT PTB ...... PORCELAIN TILE BASE QT ...... QUARRY TILE RF ...... RESILIENT FLOORING RB ...... RUBBER BASE RBF ...... RUBBER FLOORING SC ...... SUSPENDED CEILING ST...... STONE (OR MAN-MADE EQUIVALENT) TL ...... MOSAIC TILE (STONE & MAN-MADE EQUIVALENT) VP ...... VENETIAN PLASTER WC ...... WALL COVERING WRWB ...... WATER RESISTANT GWB WD ...... WOOD (INCLUDING SOLID WOOD FLOORING) WB ...... WOOD BASE WDP ...... WOOD PANELING (3) Finish Schedule - Condominium Units: Space Floor 2 Wall 1 Base Ceiling 1 Countertop Backsplash Kitchen WO GWB WB/MB GWB ST ST Master ST & ST& PT N/A WRWB ST N/A Bathrooms PT Secondary ST, CT ST, CT N/A WRWB ST N/A Bathrooms & PT & PT Powder Rooms ST & ST & N/A GWB ST N/A PT PT Foyer WO GWB WB GWB N/A N/A Living Room WD GWB WB GWB:, N/A N/A Bedrooms WD GWB WB GWB.:, N/A N/A Closets WD GWB WB GWB N/A N/A W/D CT GWB WB GWB N/A N/A

1 Notes: - Unless otherwise noted, all ceilings and walls shall be painted with primer and 2 coats of paint. 2 - Radiant floor heating shall be installed in all Master Bathrooms 3 - Varies, where a suspended ceiling is not present, ceiling shall have a concrete finish coat system.

(4) Finish Schedule - Common Areas: Space Floor Wall 1 Base Ceiling 1 Public Corridor CPT2 WC/VP/PT/ WB GWB WOP Lobby and Elev. ST PT/ST/VP/L ST GWB/WD Lobby p Lounge WO WD/GWB/L WB GWB P/ Gym RBF MIR/GWB/LP RBF GWB/WD

50 West 30th Street 24 238 FXFOWLE

Stairs CONC CONC/GWB N/A CONC Refuse Rooms QT GWB QT GWB Electrical CONC CONC/GWB N/A CONC Closets Toilets PT WRWB/PT PT ACT/CONC .. Notes. 'I Unless otherwise noted, all ceilings and walls shall be painted. 2 Corridor carpeting will be commercial grade carpet with nylon fiber, or equivalent. (5) Kitchen & Bathroom Fixtures (i) Master Bathrooms: (a) Toilet: Toto Aquia II/CST416M, Cotton, or its equivalent (b) Lavatory: Kohler Verticyl/K-2882, Vitreous China White, or its equivalent. (c) Lavatory Fittings: Kallista Basin Faucet Set, Low Spout, Lever Handles, One/P24401-LV, GN Gunmetal, or its equivalent. (d) Built-In Tub: Hydro System, Lacey 6030, White or its equivalent (e) Built-In Tub/Shower Fittings: Wall mounted Bath Spout, Kallista, One/P24414-00, Wall mounted showerhead, Kallista One/P24771-00, Pressure Balance Valve Trim, Kallista, One/P24416-LV, all in GN Gunmetal, or its equivalent Cf) Shower Fittings: Raindome, Kallista, One/P24473-00, Wall mounted shower arm, Kallista, One/P24474-00, Wand Handshower, Kallista, One/P24443-00, Wall Supply Elbow, Kalista, One/P24452-00, Fixed Wall Bracket, Kallista, One/P24453-00, Thermostatic Valve Trim, Lever Handle, Kallista, One/P24421-LV, Volume Control Valve Trim, Lever Handle, Kallista, One/P24423-LV, all in GN Gunmetal, or its equivalent (ii) Secondary Bathrooms: (a) Toilet: Toto Aquia II/CST416M, Cotton, or its equivalent (b) Lavatory: Kohler Verticyl/K-2882, Vitreous China White, or its equivalent. (c) Lavatory Fittings: Kallista Basin Faucet Set, Low Spout, Lever Handles, One/P24401-L V, GN Gunmetal, or its equivalent. Cd) Tub: Hydro System, Lacey 6030, White or its equivalent (e) Shower/Tub Fittings: Wall mounted Bath Spout, Kallista, One/P24414-00, Wall mounted showerhead, Kallista One/P24771-00, Pressure Balance Valve Trim, Kallista, One/P24416-LV, all in GN Gunmetal, or its equivalent (iii) Powder Room: (a) Toilet: Toto Aquia II/CST 416M, Cotton, or its equivalent (b) Lavatory: Urban Archaeology Oval Basin, UA3160-D WT, or its equivalent, Extended P-trap, Urban Archaeology UA0002 PL, and Vanity Urban Archaeology UA2812 SL (c) Lavatory Fittings: Kallista Basin Faucet Set, Low Spout, Lever Handles, One/P24401-LV, GN Gunmetal, or its equivalent. (iv) Kitchen: (a) Sink: Kohler Strive/K-5286, under-mount, single basin sink, or its equivalent (b) Fittings: Kohler Purist, K-7505, or its equivalent

(6) Kitchen & Bathroom Accessories: (i) Master Bathrooms:

50 West 30th Street 25 239 FXFOWLE

(a) Medicine Cabinet: Robern, or its equivalent (b) Vanities: Custom Ml WK, TBD or its equivalent (c) Shower Enclosure: Glasscrafters, Inc Clear tempered glass with blackened metal frame, or its equivalent (d) Towel Bars: Kallista One/P34401-00 24" and P34402-00 18", GN Gunmetal, or its equivalent (e) Toilet Paper Holder: Kallista One/P34408-00, GN Gunmetal, or its equivalent (f) Robe Hooks: Kallista, One/P34407-00, GN Gunmetal, or its equivalent (g) Shower Curtain Rod: Waterworks, Universal/UNSROl, Architectural Bronze, or its equivalent (ii) Second Bathrooms: (a) Medicine Cabinet: Robern, or its equivalent (b) Vanities: Custom MLWK, TBD or its equivalent (c) Shower Enclosure: Glasscrafters, Inc Clear tempered glass with blackened metal frame, or its equivalent (d) Towel Bars: Kallista One/P34401-00 24" and P34402-00 18", GN Gunmetal, or its equivalent (e) Toilet Paper Holder: Kallista One/P34408-00, GN Gunmetal, or its equivalent (f) Robe Hooks: Kallista, One/P34407-00, GN Gunmetal, or its equivalent (g) Shower Curtain Rod: Waterworks, Universal/UNSROl, Architectural Bronze, or its equivalent (iii) Powder Rooms: (a) Mirror: Restoration Hardware, Dillon Oval Pivot Mirror Satin Nickel , or its equivalent (b) Toilet Paper Holder: Kallista One/P34408-00, GN Gunmetal, or its equivalent (7) Kitchen Appliances: Appliances shall be as follows, or equivalent: (a) Refrigerator/Freezer (30" Wide): Miele, built-in panel cover or equivalent (b) Refrigerator/Freezer (36" Wide): Miele, built-in panel cover or equivalent (c) Range (30" Wide): Miele HR1124G or equivalent (d) Range (36" Wide): Miele HR1134G or equivalent (e) Pull-out Hood (30" Wide): Miele DA3480 or equivalent (f) Pull-out Hood (36" Wide): Miele DA3490 or equivalent (g) Drawer Microwave (24" Wide): Sharp, KB-6524PS/PK/PW or equivalent (h) Dishwasher (24" Wide): Bosch, SHV8PT53UC, with panel cover, or equivalent (i) Wine Cooler (15" Wide): Marvel Ml15WS or equivalent for 2 bedroom units and PH units only (j) Disposal: ln-Sink-Erator, Evolution Compact or equivalent (8) Laundry Appliances: Appliances shall be as follows, or equivalent: (i) Washer/Dryer Stack Combo: Bosch Washer WAS20160US, Bosch Dryer WTE86300US with stacking kit or equivalent.

50 West 30th Street 26 240 FXFOWLE W. Transfer of Control (1) Following documents shall be transmitted to the condominium management upon transfer of control (i) Final As-Built drawings, e.g. structural, mechanical. electrical. plumbing, approved shop drawings; (ii) Operation & Maintenance manuals for mechanical equipment; (iii) Equipment warranties; (iv) Manufacturer's Roof Warranty; (v) Major equipment Start-Up sheets; (vi) Original Test & Balance Report for HVAC Systems

END OF SECTION

Sponsor reserves the right to substitute manufacturers, materials, appliances, fixtures, finishes and equipment of equal or better quality than those set forth in this report.

FXFOWLE ARCHITECTS, LLP

Daniel J. Kaplan, AIA, LEED Senior Partner

Sworn to before me this 23 day of November 2015

Notary Public

50 West 30th Street 27 241

EXHIBIT "5"

FLOOR PLANS

OF

UNITS 242 243 FXFOWLE ARCHITECTS, LLP SPACE PARKING XIT PLANS AND DIMENSIONS MAY CONTAIN MINOR VARIATIONS BETWEEN FLOORS. NOTED DIMENSIONS REFLECT INTERIOR DIMENSIONS OF SPACE. ALL DIMENSIONS ARE APPROXIMATE AND SUBJECT TO CONSTRUCTION VARIANCES. 124'-10" 20'-0" = 1" ----- O' 5' 10' 20' WEST 30TH STREET EXISTING INDUSTRIAL BUILDING .• / .. ,·,, .' ,/ ···~· /;:/://_ · . .. · . / / . /.,;f//, ,.. . ,.,/. / __ / ·.· . ,,,· ... . 1 1 _J l~ 0) (0 f..... w z w I I- >< Cl) ::::, 50 West 30th Street, New York, NY 10001 SITE PLAN 244 FXFOWLE ARCHITECTS, LLP · :Pt;4 PLANS AND DIMENSIONS MAY CONTAIN MINOR VARIATIONS BETWEEN FLOORS. ALL DIMENSIONS ARE APPROXIMATE AND SUBJECT TO CONSTRUCTION VARIANCES. NOTED DIMENSIONS REFLECT INTERIOR DIMENSIONS OF SPACE. I I I ROOM PUMP WATER I r"".", 1'-0" 1/16"= O' 4' 8' 16' • Projocl :~E RETAIL 2900 SF • EM GAS ROOM GAS TELECOM ROOM TELECOM 50 West 30th Street, York, New NY 10001 CELLAR RETAIL FLOOR PLAN 2900 SF 245 FXFOWLE ARCHITECTS, LLP EMR-PE4 • WATER PUMP ROOM I J NOTED DIMENSIONS REFLECT INTERIOR DIMENSIONS OF SPACE PLANS AND DIMENSIONS MAY CONTAIN MINOR VARIATIONS BETWEEN FLOORS. ALL DIMENSIONS ARE APPROXIMATE AND SUBJECT TO CONSTRUCTION VARIANCES. I I I I r-, 11 > IIIUP 16' 8' 4' 1/16"= 1'-0" O' • s Project N:csY IC)OM • ELEC El1 GAS ROOM ELEC ROOM TELECOM ROOM 50 West 30th Street, York, New NY 10001 CELLAR RESIDENTIAL FLOOR PLAN 2849 SF 246 FXFOWLE ARCHITECTS, LLP • - PLANS AND DIMENSIONS MAY CONTAIN MINOR VARIATIONS BETWEEN FLOORS ALL DIMENSIONS ARE APPROXIMATE AND SUBJECT TO CONSTRUCTION VARIANCES. NOTED DIMENSIONS REFLECT INTERIOR DIMENSIONS OF SPACE. - - 1/16"= 1'-0" ---- O' 4' 8' 16' • - s Project N:®E • - RETAIL 4500 SF • - • • I I I 10001 NY York, New 50 West 30th Street, GROUND FLOOR RETAIL PLAN 4500 SF 247 FXFOWLE ARCHITECTS, LLP VESTIBULE PLANS AND DIMENSIONS MAY CONTAIN MINOR VARIATIONS BElWEEN FLOORS. NOTED DIMENSIONS REFLECT INTERIOR DIMENSIONS OF SPACE. ALL DIMENSIONS ARE APPROXIMATE AND SUBJECT TO CONSTRUCTION VARIANCES. •• 1'-0" = - 1/16" ----- O' 4' 8' 16' • :~E Project • - • • - • I 10001 50 West 3oth Street, York, New NY LOBBY AND OTHER GROUND FLOOR RESIDENTIAL PLAN COMMON ELEMENTS 2313 SF 248 FXFOWLE ARCHITECTS, LLP ARCHITECTS, FXFOWLE 513 SF TERRACE ' - v~ -- PLANS AND DIMENSIONS MAY CONTAIN MINOR VARIATIONS BETWEEN FLOORS. NOTED DIMENSIONS REFLECT INTERIOR DIMENSIONS OF SPACE. ALL DIMENSIONS ARE APPROXIMATE AND SUBJECT TO CONSTRUCTION VARIANCES. r::I • • 16' 8' 1'-0" 4' = 1/16" O' • .. s Projoct N~®E • RETAIL 5872 SF • • • SF 50 West 30th Street, New York, NY 10001 2ND FLOOR RETAIL PLAN 5872 513 SF TERRACE 249 250 FXFOWLE ARCHITECTS, LLP PLANS AND PLANS DIMENSIONS MAY CONTAIN MINOR VARIATIONS BElWEEN FLOORS. NOTED DIMENSIONS REFLECT INTERIOR DIMENSIONS OF SPACE. ALL DIMENSIONS ARE APPROXIMATE AND SUBJECT TO CONSTRUCTION VARIANCES. 2· 4' 8' 1/8"= 1'-0" ----- o· s I I Projecl N~®E I KITCHEN 829 SF 28'-11"x 12'-0" CDfJrfA~~ LIVING ROOM 9'-2" X 12'-9" BEDROOM 10001 BR BA 50 West 3oth Street, York, New NY 1 1 UNIT A - 3RD - 4TH FLOORS 829SF 251 FXFOWLE ARCHITECTS, LLP NOTED DIMENSIONS REFLECT INTERIOR DIMENSIONS OF SPACE. PLANS AND DIMENSIONS MAY CONTAIN MINOR VARIATIONS BElWEEN FLOORS. ALL DIMENSIONS ARE APPROXIMATE AND SUBJECT TO CONSTRUCTION VARIANCES. 8' 8'-6" X DINING 11 '-6" 11 4' El 1/8"= 1'-0" O' 2' s Project N:<8E 9'-7" 18'-5"x 14'-11" LIVING ROOM 14'-6" 1,243 SF X 12'-1"x 2ND BEDROOM [UNITS 10'-5" MASTER BEDROOM 3RD - 4TH FLOORS B - B 50 West 30th Street, York, New NY 10001 1243 SF 2BR UNIT 2BA 252 FXFOWLE ARCHITECTS, LLP FXFOWLE ARCHITECTS, PLANS AND DIMENSIONS MAY CONTAIN MINOR VARIATIONS BETWEEN FLOORS. BETWEEN VARIATIONS MINOR CONTAIN MAY DIMENSIONS AND PLANS SPACE. OF DIMENSIONS INTERIOR REFLECT DIMENSIONS NOTED ALL DIMENSIONS ARE APPROXIMATE AND SUBJECT TO CONSTRUCTION VARIANCES. CONSTRUCTION TO SUBJECT AND APPROXIMATE ARE DIMENSIONS ALL 13'-2" 13'-10" X X 13'-4" 9'-8" LIVING ROOM LIVING 813 SF UNITC KITCHEN/DINING 1'-0" = 1/8" ..-..... O' 2' 4' 8' 6'-8" X DEN 8'-10" Project N~~E 13'-1"x 10'-10" MASTER BEDROOM MASTER CL FLOORS 4TH 10001 - 3RD - West 30th Street, 30th West BR +DEN BR New York, NY York, New 1 50 UNIT C UNIT 2BA SF 813 253 FXFOWLE ARCHITECTS, LLP NOTED DIMENSIONS REFLECT INTERIOR DIMENSIONS OF SPACE. PLANS AND DIMENSIONS MAY CONTAIN MINOR VARIATIONS BETWEEN FLOORS. ALL DIMENSIONS ARE APPROXIMATE AND SUBJECT TO CONSTRUCTION VARIANCES. I DEN [Zg 10'-6" 7'-11"x 7'-9" X 14'-2"x 17'-0" MW KITCHEN 13'-3" UNITD LIVING/DINING ROOM 1,005 SF I 1'-0" = 1/8" ----- O' 2' 4' 8' s Project 78/ 11'-0"x 15'-11" MASTER BEDROOM 10001 SF BR+ DEN BA New York, New NY 50 West 50 30th Street, 1 UNIT D - 3RD - 4TH FLOORS 1005 2 254 FXFOWLE ARCHITECTS, LLP 11'-8"x 14'-5" DIMENSIONS ARE APPROXIMATE AND SUBJECT TO CONSTRUCTION VARIANCES. MASTER BEDROOM 253SF TERRACE PLANS AND DIMENSIONS MAY CONTAIN MINOR VARIATIONS BElWEEN FLOORS. NOTED DIMENSIONS REFLECT INTERIOR DIMENSIONS OF SPACE. ALL 8' 4' 1/8"= 1'-0" O' 2' 11'-9" X 17'-9" X s 14'-8" DINING ROOM 12'-4" UNITE LIVING ROOM Projocl N~®E 1,325 SF I 10'-4" X 11'-10" 2ND BEDROOM BR BA 50 West 3oth Street, York, New NY 10001 UNIT -E 3RD FLOOR 1325 SF 1325 2 2 253 TERRACE SF 255 FXFOWLE ARCHITECTS, LLP 11'-S"x 14'-5" MASTER BEDROOM NOTED DIMENSIONS REFLECT INTERIOR DIMENSIONS OF SPACE. PLANS AND DIMENSIONS MAY CONTAIN MINOR VARIATIONS BETWEEN FLOORS. ALL DIMENSIONS ARE APPROXIMATE AND SUBJECT TO CONSTRUCTION VARIANCES. 1/8"= 1'-0" 11'-9" _..___ O' 2' 4' 8' X 17'-9" X 14'-8" DINING ROOM 12'-4" LIVING ROOM 1,325 SF [JJNITE :~E Project MW WC 11'-11'; 11'-10"x 10'-4" KITCHEN 2NDBEDROOM 11'-8"x BA 1325 SF 50 West 30th Street, York, New NY 10001 UNIT -E 4TH FLOOR 2BR 2 256 FXFOWLE ARCHITECTS, LLP NOTED DIMENSIONS REFLECT INTERIOR DIMENSIONS OF SPACE. PLANS AND DIMENSIONS MAY CONTAIN MINOR VARIATIONS BETWEEN FLOORS. ALL DIMENSIONS ARE APPROXIMATE AND SUBJECT TO CONSTRUCTION VARIANCES. 21'-4" X FITNESS 45'-3" 16' 1/16"= 1'-0" ---- O' 4' 8' s Project N:"®E New York, New NY 10001 50 West 30th Street, 1272 SF 5TH FLOOR COMMON ELEMENTS 2118 TERRACE SF 257 FXFOWLE ARCHITECTS, LLP w PLANS AND DIMENSIONS MAY CONTAIN MINOR VARIATIONS BETWEEN FLOORS. NOTED DIMENSIONS REFLECT INTERIOR DIMENSIONS OF SPACE. ALL DIMENSIONS ARE APPROXIMATE AND SUBJECT TO CONSTRUCTION VARIANCES. . e@ I 8' UNITA 1,247 SF 1'-0" I 13'-4" 1/8"= ----- X 13'-4" O' 2' 4' DINING I X 13'-5" 12'-1"x 11'-3" 2ND BEDROOM 19'-3" LIVING MASTER BEDROOM s 78/ Projocl 411 SF TERRACE FLOOR 5TH SF SF TERRACE New York, NY 10001 50 West 30th Street, 1247 UNIT A - 2BR 2BA 411 258

\\

\ \ \ 259 ARCHITECTS, LLP FXFOWLE SPACE ALL DIMENSIONS ARE APPROXIMATE AND SUBJECT TO CONSTRUCTION PLANS AND VARIANCES. DIMENSIONS MAY CONTAIN MINOR VARIATIONS BETWEEN FLOORS. NOTED DIMENSIONS REFLECT INTERIOR DIMENSIONS OF 8' 4' I 2· 1/8"= 1'-0" o· UNITA DINING 1,266 SF I 13'-4" 11'-3" s X X I 19'-4" X 13'-1" X 19'-4" LIVING :~E 13'-1" 12'-6" 2NDBEDROOM MASTER BEDROOM ., - ' NY 10001 York, 50 West 50 30th Street, New UNIT A-UNIT 6TH -13TH FLOOR 1266SF 2BR 28A 260 FXFOWLE LLP ARCHITECTS, PLANS AND DIMENSIONS MAY CONTAIN MINOR VARIATIONS BETWEEN FLOORS. BETWEEN VARIATIONS MINOR CONTAIN MAY AND DIMENSIONS PLANS NOTED DIMENSIONS REFLECT INTERIOR DIMENSIONS OF SPACE. OF DIMENSIONS INTERIOR REFLECT DIMENSIONS NOTED ALL DIMENSIONS ARE APPROXIMATE AND SUBJECT TO CONSTRUCTION VARIANCES. CONSTRUCTION TO SUBJECT AND APPROXIMATE ARE ALL DIMENSIONS 9'-10" X '-0" BEDROOM 11 8' 4' ~J 1'-0" 2' 1/8":: O' DINING I 696SF uNITs 15'-1"x 11'-11" · KITCHEN/DINING 15'-1"x 10'-10" LIVING 1 s Project 7

\ \ 263 FXFOWLE ARCHITECTS, LLP NOTED DIMENSIONS REFLECT INTERIOR DIMENSIONS OF SPACE. PLANS AND DIMENSIONS MAY CONTAIN MINOR VARIATIONS BETWEEN FLOORS. ALL DIMENSIONS ARE APPROXIMATE AND SUBJECT TO CONSTRUCTION VARIANCES. 13'-2" X KITCHEN 12'-8" l 1'-0" = 118" ..-..... O' 2' 4' 8' SF UNITA 1,330 s I 11'-4" 13'-1" DINING X Ptofcct N:c~x X I 13'-4" 6" X 19'-4" 12'- 2NDBEDROOM LIVING 14'..Q" MASTER BEDROOM - 22ND FLOOR 14TH - New York, NY 10001 1330SF 50 West 30th Street, UNIT A 2BR 2BA 264 FLOORS. FXFOWLE ARCHITECTS, LLP ARCHITECTS, FXFOWLE 92SF / BALCONY SUBJECT TO CONSTRUCTION VARIANCES. CONSTRUCTION TO SUBJECT AND I CONTAIN MINOR VARIATIONS BETWEEN VARIATIONS MINOR CONTAIN MAY 16'-1" DINING X I APPROXIMATE 16'-4" ARE LIVING UNITS 1,310SF I DIMENSIONS ALL DIMENSIONS AND SPACE. OF PLANS DIMENSIONS INTERIOR REFLECT DIMENSIONS NOTED KITCHEN W~",10i 8' 1'-0" = 12'-7" X 1/8" O' 2' 4' 10'-7" 2NDBEDROOM s Project N:C8} 13'-7" X 12'-5" MASTER BEDROOM MASTER 22ND FLOOR 22ND - 10001 NY 14TH - York, 50 West 30th Street, New UNIT B UNIT 1310SF 2BR BALCONY SF 92 2.SBA 265 92SF 7 ARCHITECTS, LLP ARCHITECTS, BALCONY FXFOWLE e 15'-6" 16'-5"x MASTER BEDROOM MASTER CONTAIN MINOR VARIATIONS BETWEEN FLOORS. BETWEEN VARIATIONS MINOR CONTAIN MAY WIG NOTED DIMENSIONS REFLECT INTERIOR DIMENSIONS OF SPACE. OF DIMENSIONS INTERIOR REFLECT DIMENSIONS NOTED ALL DIMENSIONS ARE APPROXIMATE AND SUBJECT TO CONSTRUCTION VARIANCES. CONSTRUCTION TO AND SUBJECT APPROXIMATE ARE DIMENSIONS ALL DIMENSIONS AND PLANS 10'-0" 1":: ---- O' 5' 10' w~ Projeet No~E ...... / SF PH 1 24'-10" 21530 DINING I X j 21"-10 LIVING 189SF TERRACE FLOOR TERRACE/BALCONY 23RD - 50 West 3oth Street, 3oth West 50 10001 NY York, New PH1 3BR 3.5BA 2530SF 281 SF 281 266 413.SF· rERRACl: FXFOWLE ARCHITECTS, LLP SPACE. OF l PH2 2,190 SF l 15'-4" X PLANS AND DIMENSIONS MAY CONTAIN MINOR VARIATIONS BETWEEN FLOORS. NOTED DIMENSIONS REFLECT INTERIOR DIMENSIONS ALL DIMENSIONS ARE APPROXIMATE AND SUBJECT TO CONSTRUCTION VARIANCES. 36'-3" LIVING/DINING 10· s· 1" 10'-0" ----- o· s D @ N:~~;l Project 14'-1" X 14'..()" MASTER BEDROOM New York, NY 10001 50 West 30th Street, PH2 - 24TH FLOOR 3BR 3.5BA 2190 SF 413 SF TERRACE 267 FLOORS. ARCHITECTS, LLP ARCHITECTS, BElWEEN FXFOWLE SPACE. OF DIMENSIONS REFLECT INTERIOR DIMENSIONS INTERIOR REFLECT DIMENSIONS DIMENSIONS ARE APPROXIMATE AND SUBJECT TO CONSTRUCTION VARIANCES CONSTRUCTION TO SUBJECT AND APPROXIMATE ARE DIMENSIONS PLANS AND DIMENSIONS MAY CONTAIN MINOR VARIATIONS MINOR CONTAIN MAY DIMENSIONS AND PLANS NOTED ALL 10' MECHANICAL 5' 10'-0" = 1" s Ptof\'lct 7g/ BOILER ROOM BOILER Street, NY 10001 NY OUTDOOR SPACE OUTDOOR York, SF 50 West 30th New 1736SF MECHANICAL FLOOR PLAN FLOOR MECHANICAL 463 268 FXFOWLE ARCHITECTS, LLP ARCHITECTS, FXFOWLE PLANS AND DIMENSIONS MAY CONTAIN MINOR VARIATIONS BE1WEEN FLOORS. BE1WEEN VARIATIONS MINOR CONTAIN MAY DIMENSIONS AND PLANS ALL DIMENSIONS ARE APPROXIMATE ANO SUBJECT TO CONSTRUCTION VARIANCES. CONSTRUCTION TO SUBJECT ANO APPROXIMATE ARE DIMENSIONS ALL SPACE. OF DIMENSIONS INTERIOR REFLECT DIMENSIONS NOTED 5' 10'-0" 1"= $ Prc;.ct 78/ 10001 NY SF York, 50 West 30th Street, New ROOF FLOOR ROOF 1731 269

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EXHIBIT "6"

DECLARATION OF CONDOMINIUM 274 275

CONDOMINIUM NO. __

AMENDED AND RESTATED DECLARATION

Establishing a Plan for Condominium Ownership of the Premises known as 846 Sixth A venue a/k/a 50 West 30th Street New York, New York Pursuant to Article 9-B of the Real Property Law of the State of New York

Name

THE NOMA

Declarants

PATER REALTY COMPANY, LLC AND 846 6THA VENUE PROPERTY OWNER, L.L.C.

Date of Declaration

______,20_

Block 831 Lots __ -__ (f/k/a Lots _ and _ and prior to that Lot78)

Borough of Manhattan

When Recorded, Return to:

Schwartz Sladkus Reich Greenberg Atlas LLP 270 Madison A venue New York, New York 10016 Attention: Jeffrey M. Schwartz, Esq. 276 277

INDEX TO DECLARATION

Page

ARTICLE 1 SUBMISSIONOFTHEPROPERTY;BY-LAWS ...... 1 ARTICLE 2 THE LAND ...... 2 ARTICLE 3 THE PROPERTY ...... 3 ARTICLE 4 THE BUILDING ...... 3 ARTICLE 5 THE UNITS ...... 3 ARTICLE 6 DIMENSIONS OF UNITS ...... 4 ARTICLE 7 COMMON ELEMENTS ...... 5 ARTICLE 8 USE OF UNITS AND COMMON AREA ...... 8 ARTICLE 9 CHANGES TO UNITS ...... 10 ARTICLE 10 PERSON TO RECEIVE SERVICE ...... 14 ARTICLE 11 DETERMINATION OF PERCENT AGE INTERESTS IN COMMON ELEMENTS ...... 14 ARTICLE 12 ENCROACHMENTS ...... 14 ARTICLE 13 FACILITIES AND ALL OTHER COMMON ELEMENTS ...... 15 ARTICLE 14 EASEMENTS ...... 16 ARTICLE 15 POWERS OF ATTORNEY ...... 20 ARTICLE 16 ACQUISITIONS OF UNITS BY THE BOARD ...... 21 ARTICLE 17 COVENANTS RUNNING WITH THE LAND ...... 21 ARTICLE 18 AMENDMENTS OF DECLARATION ...... 23 ARTICLE 19 TERMINATION OF CONDOMINIUM ...... 23 ARTICLE 20 WAIVER ...... 23 ARTICLE 21 CAPTIONS ...... 24 ARTICLE 22 CERTAIN REFERENCES ...... 24 ARTICLE 23 SEVERABILITY ...... 24 ARTICLE 24 COVENANT OF FURTHER ASSURANCES ...... 24 ARTICLE 25 NAME OF CONDOMINIUM AND BUILDING ...... 25 ARTICLE 26 DEVELOPMENT RIGHTS ...... 25 ARTICLE 27 SUCCESSORS AND ASSIGNS ...... 26

Schedule A - The Land Schedule B - Description of Units Schedule C - By-Laws of The NOMA Schedule D-Form of Non-Disturbance Agreement Schedule E - Post-Occupancy Construction Protocol

- 1 - KL3 2974854.11 278 279

AMEDNED AND RESTATED DECLARATION

OF

THE NOMA

(Pursuant to Article 9-B of the Real Property Law of the State of New York)

PATER REALTY COMPANY, LLC, a New York limited liability, having an office at ("Pater") and 846 6th Avenue Property Owner, L.L.C., a Delaware limited liability company having an office at c/o Alchemy Properties, 641 Lexington A venue, New York, New York 10022 ("846 Owner" and together with Pater, collectively the Declarant"), do hereby declare as follows:

ARTICLE 1

SUBMISSION OF THE PROPERTY; BY-LAWS

1.1 Submission of Property. Declarant hereby submits, pursuant to this Amended and Restated Declaration of Condominium (the "Declaration") the Land and Building (each as hereinafter defined), all other improvements erected and to be erected thereon, all easements, rights and appurtenances belonging thereto and all other property, real, personal or mixed, intended for use in connection therewith (collectively, the "Property"), to the provisions of Article 9-B of the Real Property Law of the State of New York (as the same may be amended from time to time, the "New York Condominium Act") and pursuant thereto does hereby establish a condominium to be known (subject to the provisions of this Declaration) as "The NOMA" (the "Condominium").

1.2 By-Laws. Annexed to this Declaration as Schedule C and made a part hereof are the by-laws of The NOMA which set forth detailed provisions governing the operation, use and occupancy of the Condominium (said by-laws, as they may be amended from time to time in accordance with the provisions hereof and thereof governing amendments, are hereinafter referred to as the "By-Laws"; together with the Declaration, the "Condominium Documents"). All capitalized terms which are not separately defined herein shall have the meanings given to such terms in the By-Laws.

1.3 Sponsor. The initial Declaration creating the Condominium was recorded on in the New York County Register's Office at CRFN (the "Initial Declaration". At the time of the recording of the Initial Declaration, 846 Owner's affiliate, 846 6th Avenue Venture, L.L.C., a Delaware limited liability company ("846 Venture") was a member of Pater, which was the Initial Declarant (as that term was used in the Initial Declaration). After the recordation of the Initial Declaration, Initial Declarant distributed to 846 Owner (also referred to herein as the "Sponsor") in redemption of the membership interest of 846 Venture in Initial Declarant, pursuant to the terms of Pater's Amended and Restated 280

Operating Agreement ( as the same may have been amended from time to time) that certain unit known as and referred to in the Initial Declaration as the "Master Residential Unit" (which, together with the Residential Common Elements and Residential Limited Common Elements appurtenant thereto, but exclusive of any General Common Elements contained therein or appurtenant thereto, were collectively referred to, as the "Residential Section"). As used in the Condominium Documents, the term "Sponsor" shall also include Sponsor's successors, assigns and its designees as the holders of any Unsold Residential Units (hereinafter defined). The Sponsor is now subdividing the Master Residential Unit in accordance with the remaining terms of the Condominium Documents. The term "Residential Unit" means any unit resulting from the subdivision of the Master Residential Unit (as well as any unit that is thereafter further subdivided from and/or combined with any such resulting unit).

1.4 No Commercial Unit Adverse Effect. Notwithstanding anything to the contrary in these Condominium Documents, no provision of these Condominium Documents shall be deemed to include or imply any power or right, directly or indirectly, in favor of the Board, Sponsor or any Residential Unit Owner to create or cause a Commercial Unit Adverse Effect. "Commercial Unit Adverse Effect," as used in the Condominium Documents, means any change, modification, amendment or the taking of any action that would: (a) decrease the Commercial Unit's square footage; (b) encroach on the Commercial Unit (except only to the extent expressly provided in Article 12 and Section 14.1 hereof and reasonably necessary and not the result of any unreasonable act or omission of the Board, Sponsor or Residential Unit Owner); (c) change the Commercial Unit's percentage of Common Interest; (d) decrease any consent or voting rights of the owner of the Commercial Unit; (e) adversely affect, interfere with, impair, restrict or impede access to or use (including access to light and air) of the Commercial Unit or any common elements appurtenant to the Commercial Unit (in each case, other than on a temporary basis to the extent reasonably necessary in connection with the repair, maintenance, operation or alteration of any portion of the Building); (f) change the usage (including, without limitation, areas available for signage) or signage guidelines applicable to the Commercial Unit; (g) adversely affect the structure or, except to a de minimis extent, systems of the Building (including, without limitation, the mechanical, electrical, plumbing, heating, ventilating and/or air-conditioning systems thereof) serving, or shared or utilized by the Commercial Unit (in each case, other than on a temporary basis to the extent reasonably necessary in connection with the repair, maintenance, operation or alteration of any portion of the Building); or (h) increase (other than to a de minimis extent for non-monetary obligations) the obligations or decrease (other than to a de minimis extent for non-monetary rights or protections) any rights or protections, in each case, of or appurtenant to the Commercial Unit.

ARTICLE2

THE LAND

Included in the Property described in Article 1 is all that certain tract, plot, piece and parcel of land described in Schedule A annexed hereto and made a part hereof (the "Land"), situate, lying and being in the City, County and State of New York. The Land has an area of approximately 6,997 square feet.

- 2 - 281

ARTICLE3

THE PROPERTY

3.1 Included in the Property described in Article 1 is a building (the "Building") containing or to contain, in addition to lobbies, hallways, corridors and other service, utility and mechanical areas: (i) fifty five residential units (the "Residential Units"), located on Floors 3 through 24 of the Building; and (ii) a commercial/retail unit (the "Commercial Unit") which will be located on portions of the Cellar level, Floor 1 and Floor 2 of the Building with entrances on Floor 1 of the Building.

3.1.1 The owner of a Unit is herein called a "Unit Owner" and the owners of all Units are herein collectively called the "Unit Owners".

3.1.2 The owner of a Residential Unit is herein called a "Residential Unit Owner"; and the owner of the Commercial Unit is herein called the "Commercial Unit Owner."

3.2 The street address of the Commercial Unit overall is 846 Sixth Avenue, New York, New York 10001; and, the street address of the Residential Section shall be 50 West 30th Street, New York, New York 10001. The site is located to the Northwest corner of the block limited North by 30th Street, South by 29th Street, West by 6th Avenue and East by Broadway in the Borough of Manhattan.

ARTICLE4

THE BUILDING

The superstructure of the Building will be a conventional cast-in-place reinforced concrete flat plate system with interior and perimeter reinforced concrete columns and shear walls. Lower floors at lobby and commercial floors will be approximately 9" thick. There will be a 48" transfer slab to accommodate the columns transfers between 4th and 5th floors. Typical residential floors from 3-24 will be 8" thick of 6,000 to 8,000 psi concrete throughout, with thicker areas at terraces and column transfers.

ARTICLES

THE UNITS

5.1 The location of each Residential Unit and the Commercial Unit, is shown on and is governed by the floor plans of the Building certified by Fx Fowle Architects, LLP intended to be filed in the New York County office of the Register of the City of New York (the "City Register's Office") simultaneously with the recording of this Declaration (as the same may be amended from time to time, the "Floor Plans"). Schedule B annexed hereto and made a part hereof sets forth the following supplementary data with respect to each Unit necessary for the further proper identification thereof: Unit designation; tax lot number; direction in which each Unit faces; approximate square foot area; the portions of the Common Elements (as hereinafter defined) to which the Unit has immediate access; and the proportionate undivided interest in fee

- 3 - 282 simple absolute (expressed as a percentage) in the Common Elements (the "Common Interest") appurtenant to such Unit.

5.2 Each Unit includes, without limitation, front entrance door and any other entrance doors to such Unit, flooring and subflooring, wallcoverings, non-load bearing interior walls and partitions and sheet rock and plaster wall covering, smoke detectors, all plumbing, gas and heating fixtures and equipment such as heating, ventilating and air conditioning units (including the fans inside the units), as may be affixed, attached or appurtenant to such Unit and serving such Unit exclusively. Plumbing, gas and heating fixtures and equipment as used in the preceding sentence shall include exposed gas and water pipes from branch or fixture shut-off valves attached to fixtures, appliances and equipment and the fixtures, appliances and equipment to which they are attached, and any special pipes or equipment which a Unit Owner may install within a wall or ceiling, or under the floor, but shall not include gas, water or other pipes, conduits, wiring or ductwork within the walls, ceilings or floors. Each Unit shall also include (i) all lighting and electrical fixtures, cabinets, including, without limitation kitchen and bathroom cabinetry, countertops, and appliances and appliances within the Unit, and (ii) any equipment, fixtures or Facilities (as hereinafter defined) affixed, attached or appurtenant to the Unit, to the extent located within a Unit and serving or benefiting only that Unit. Each Unit Owner shall be responsible for (maintaining, insuring (except to the extent of Board's insurance obligation as set forth in the By-Laws), repairing, replacing, etc.) the Unit as described above and for all fixtures, equipment and other items of personalty within the Unit. Notwithstanding anything contained in this Article 5 to the contrary, each Unit Owner will have the right, subject to such rules (with respect to Residential Units) as may be imposed by the Board, to install, at such Unit Owner's sole cost and expense, decorations, fixtures and coverings (including, without limitation, painting, finishing, wall to wall carpeting, pictures, mirrors, shelving and lighting fixtures) on the surfaces of the walls, ceilings and floors that face the interior of such Unit Owner's Unit and to a depth of one inch behind such surfaces for the purposes of installing nails, screws, bolts and the like, provided that no such installation shall impair the structural integrity and mechanical and electrical systems of such Unit or of the Building. Without limiting the foregoing, the Commercial Unit shall include, and the Commercial Unit Owner shall be solely responsible for, passenger elevator (PE 3) connecting the Cellar Floor and Floors 1 and 2, as well as any other or different elevator installed within the Commercial Unit and serving only such Unit, in each including the shaft, elevator equipment, elevator pit and entrance and appurtenant facilities and any internal stairs or staircases connecting only and servicing only the Commercial Unit.

ARTICLE6

DIMENSIONS OF UNITS

The approximate indoor floor area of each Unit, within reasonable tolerances has been taken horizontally, shall extend to: (i) the exterior face of any exterior walls directly enclosing the Unit (perimeter and mechanical pipes are not deducted); (ii) the centerline of any wall or partitions separating one Unit from another Unit; and (iii) the outside face of any demising wall or partition separating the Unit from any common areas, mechanical areas, elevator shafts, egress stairs or trash rooms where those elements do not exclusively serve the Unit. Where Units are provided with a recessed entry area located at the common corridor side, such area is included in overall square footage of the Unit. Measured vertically, each Unit shall

- 4 - 283 consist of the volume from the top of the concrete floor slab below (located under the finish flooring and sub-floor materials) to the underside of the concrete slab above. Any Common Elements located within a Unit are not considered part of such Unit. The outdoor floor area of a Terrace 1 appurtenant to a Unit was not included in the Unit's indoor floor area for purposes of determining Common Interest. All Terrace dimension measurements are measured horizontally from the exterior face of the Unit to which such Terrace is appurtenant to the exterior face of the parapets, divider screens and landscaped planters, inclusive of these elements. Where two Terraces abut, the measurement is taken to the centerline of the divider screen.

ARTICLE7

COMMON ELEMENTS

7.1 The Common Elements of the Condominium (the "Common Elements") consist of the entire Property including the Land and all parts of the Building and improvements thereon other than the Units. The Common Elements include, but are not limited to, those rooms, areas, corridors, spaces and other parts of the Building and all facilities 2 located or contained therein for the common use of the Units and the Unit Owners (except for the Residential Common Elements and Residential Limited Common Elements, as described below) or which are necessary or convenient for the existence, maintenance, operation or safety of the Property. The Common Elements are comprised of the General Common Elements, the Residential Common Elements and the Residential Limited Common Elements, all of which are described in Sections 7 .2, 7 .3 and 7.4 of this Article 7, respectively, subject in all events however to any specific designation for any portion of the Property as may be reflected on the Floor Plans (whether or not consistent with the general descriptions contained in this Article).

1 As used herein, "Terrace" shall mean any of the terraces, roof set backs and balconies appurtenant to a Residential Unit or the Master Residential Unit as shown on Floor Plans.

2 As used herein, the words "facility" and "facilities" include, but are not limited to, the following fixtures, apparatus, equipment, personalty, appurtenances, installations, systems and other items (grouped more or less functionally) which are set forth only for the purpose of illustrating the broad scope of those terms: convector, radiator, heater, convertor, heat exchanger, mechanism, device, machinery, induction unit, fan coil unit, motor, pump, control, tank or tank assembly, condenser, compressor, fan, damper, blower, thermostat, thermometer, coil, vent, sensor, shut-off valve or other valve, gong, panel, receptacle, outlet, relay, alarm, sprinkler head, electric distribution facility, wiring, wireway, switch, switchboard, circuit breaker, transformer, fitting, siamese connection, hose, plumbing fixture, lighting fixture, other fixture, bulb, sign, telephone, meter, meter assembly, scaffolding, piping, line duct, conduit, cable, riser, main, shaft, soffit, pipe, pit, flue, lock or other hardware, rack, screen, strainer, trap, drain, catch basin, leader, filter, incinerator, canopy, closet, cabinet, door, railing, coping, step, , mirror, furnishing, appurtenance, urn, carpeting, tile, marble or other floor covering, drapery, shade or other window covering, wallpaper or other wall covering, tree, shrubbery, flower or other plantings.

- 5 - 284

7.2 The General Common Elements include those portions of the Building that are designated as "General Common Elements" on the Floor Plans and, to the extent not specifically identified as part of the General Common Elements on the Floor Plans, all other parts of the Property (other than those areas and items specifically identified as part of a Unit and/or the Residential Common Elements and/or the Residential Limited Common Elements) the common use of which is necessary or convenient for the existence, maintenance, operation or safety of the Property. More specifically, the General Common Elements consist of the following (whether or not covered by the preceding sentence):

7 .2.1 The Land, together with all easements, rights and privileges appurtenant thereto (except as otherwise expressly provided in this Declaration).

7 .2.2 All foundations, foundation walls, exterior walls/wall and fa~ade systems, main and other roofs (except as otherwise expressly provided in this Declaration), structural elements, footings, columns, girders, beams, supports, interior load-bearing walls, floor slabs and ceilings.

7 .2.3 The revocable license from the City of New York to use the street vaults adjacent to the Building (the "Vaults") and all installations and structures comprising the Vaults (including their walls, floors and ceilings), including the MT A and PA TH vaults or easements, the obligations of which will be borne by the Condominium Board;

7 .2.4 All passages and corridors, mechanical and other utility rooms, all common staircases and fire staircases, landings and stairs, areas and spaces located in the Building, which are not Residential Common Elements or Residential Limited Common Elements or included in any Unit.

7 .2.5 Any ventilation supply system cons1stmg of motors, ductwork, fans and controls return piping, serving or benefiting the Commercial Unit and the Residential Section.

7.2.6 All Building life-safety systems and components including, without limitation, central control panels or stations [other than components thereof which serve only the Commercial Unit or the Residential Section].

7 .2.7 All mechanical equipment and associated piping and controls serving or benefiting the Commercial Unit and the Residential Section.

7 .2.8 All electrical risers, feeders, lines and equipment, including incoming service, main switchgear and distribution panelboards, conduits, wires, meters, transformers and panelboards serving or benefiting the Building, excluding, however, all such items located within a [Unit and serving only that Unit].

7 .2.9 All plumbing fixtures, equipment for distribution of cold water and equipment for producing and distributing hot and cold water, including pumps, valves, pressure reducers, meters and water heaters, excluding, however, all such items located within a Unit and serving only that Unit.

- 6 - 285

7.2.10 All storm and sanitary sewer equipment and pipes (including vent lines, ejectors, interceptors, filters and valves), excluding, however, all such items located within a Unit and serving only that Unit.

7 .2.11 All electric service rooms, gas and water meter rooms, fire pump rooms, Building storage rooms, workrooms, locker rooms, telephone rooms and other service, mechanical and utility rooms serving or benefiting the Commercial Unit and the Residential Section.

7 .2.12 The service entrance located on the ground floor and entered from West 30th Street, which services both the Residential Section and the Commercial Unit.

7.2.13 All other facilities of the Building (including shafts, pipes, wires, ducts, vents, flues, cables, conduits and lines) which serve or benefit or are necessary or convenient for the existence, maintenance, operation or safety of the Building.

7.2.14 Whether or not specifically identified as part of the General Common Elements (or identified at all) on the Floor Plans, all other parts of the Property and all Equipment 3 existing in the Building or on the Property (other than those areas and items specifically identified on the Floor Plans as part of a Unit and/or Residential Common Elements and/or Residential Limited Common Elements) the common use of and/or benefit from which is necessary or convenient for the existence, maintenance, operation or safety of the Property.

7 .3 The Residential Common Elements consist of those portions of the Property designated on the Floor Plans as Residential Common Elements; and also those Common Elements which serve or benefit exclusively the Residential Units or the Residential Unit Owners, whether or not designated as Residential Common Elements (or designated at all) on the Floor Plans (but excluding any items therein or in the Building which are not part of the Property, including, without limitation, any equipment, wiring and devices owned by telecom providers). The Residential Common Elements include, without limitation, the following:

7.3.1 The residential lobby, entrance(s) and exit(s) located on Floor 1 and entered from West 30th Street.

7.3.2 the two (2) passenger elevators (PE 1 and PE 2) and the service elevator (PE 4) (connecting the Cellar and 1st Floor) which services only the Residential Units, in each case including the shafts, elevator equipment, elevator pits and entrances and appurtenant facilities.

3 "Equipment" as used herein means equipment, facilities, parts, fixtures, apparatus, appurtenances, installations and other similar items and personalty as may be located or contained in a Unit, Residential Common Element or General Common Element, but not necessarily forming a part of such Unit, Residential Common Element or General Common Element, as the case may be, unless otherwise specifically set forth in the Condominium Documents.

- 7 - 286

7 .3.3 Smoke detection alarm system, telephone system and cable television system; boiler room and the boilers and related support structure(s); hot water and condenser water systems.

7.3.4 All residential amenity areas on Floor 5.

7 .3.5 All security monitors and equipment and other security facilities serving or benefiting only the Residential Units.

7.3.6 The bicycle storage room located on the cellar level.

7 .3.7 The elevator/staircase space on the First and Second Floors serving or benefiting only the Residential Units.

7.3.8 All passages, corridors, storage rooms, mechanical and other rooms, facilities, areas and spaces (including their respective floors, ceilings and enclosing walls) located in the Building which exclusively serve or benefit the Residential Units and are not part of the Residential Units.

7.4 The Residential Limited Common Elements consist of those portions of the Property designated on the Floor Plans as Residential Limited Common Elements. The Residential Limited Common Elements include, without limitation, the following:

7.4.1 Any Terrace either appurtenant or designated to a Residential Unit (the benefitted Residential Unit Owner shall have the responsibilities with respect thereto as are set forth in the By-Laws).

ARTICLES

USE OF UNITS AND COMMON AREA

8.1 Use of the Residential Units.

8.1.1 General. Residential Units (other than an Unsold Residential Unit) may only be used for residential purposes and, subject to compliance with the By-Laws, for a lawful home occupation, as defined in the Zoning Resolution. Units may be owned or leased by an individual, corporation, partnership limited liability company, fiduciary or any other entity (including, but not limited to, embassies and consulates of foreign governments). Residential Units may only be occupied by (i) any individual who is a Unit Owner or permitted lessee; (ii) any officer, director, shareholder or employee of any corporation which is a Unit Owner or permitted lessee; (iii) any partner or employee of any partnership, which is a Unit Owner or permitted lessee; (iv) any member or employee of any limited liability company, which is a Unit Owner or permitted lessee; (v) the fiduciary or beneficiary or employee of any fiduciary which is a Unit Owner or permitted lessee; (vi) any principal or employee of any other entity (including, but not limited to, embassies and consulates of foreign governments) which is a Unit Owner or permitted lessee; provided that in each instance in clauses (i) through (vi) above: (A) the individual, designated officer, director, shareholder, partner, member, fiduciary, beneficiary, principal or employee is designated as the primary occupant of the Unit and is not being

- 8 - 287 designated to use the Unit on a transient basis or as other than the primary occupant; and (B) such use is not, in fact or in effect, part of or in furtherance of an Occupancy Plan; and (vii) family members, domestic partners, domestic employees and/or non-paying guests of any of the foregoing. Subject to the foregoing, Residential Units may only be leased in accordance with the By-Laws and the Residential Rules and Regulations. An "Occupancy Plan" means a program, plan, agreement or other arrangement for the use, occupancy, marketing, advertising or promotion of one or more Units under short-term, timeshare, fractional or shared ownership, interval exchange (whether the program is based on direct exchange of occupancy rights, cash payments, reward programs or other point or accrual systems) or other membership plans or arrangements through which a participant in the plan or arrangement acquires a direct or indirect ownership interest in the Unit(s) in question with attendant rights of periodic use and occupancy or acquires contract rights to such periodic use and occupancy of such Unit(s) or a portfolio of accommodations including such Unit(s). The Commercial Unit Owner shall have no right to enforce any of the foregoing use restrictions on any Residential Unit.

8.1.2 Unsold Residential Units. Notwithstanding the foregoing or anything contained herein, in the By-Laws or any Residential Rules and Regulations to the contrary, Unsold Residential Units (including the Master Residential Unit) may be used for any lawful purpose, provided that to the extent the use is non-residential, the use of such Unit will comply with the same restriction as provided in Section 8.2 for the use of the Commercial Unit. Without limiting the foregoing, Sponsor (and its designee or assigns) may, without the permission of the Board or any other Person use or grant permission for the use of any Unsold Residential Unit as models and sales and/or promotion offices in connection with the sale or rental of the Units, subject to compliance with applicable Laws and the Condominium Documents. As used in the Condominium Documents, "Unsold Residential Unit" refers to any Unit owned or retained, by way of lease or any other arrangement by which management and/or financial responsibility is retained, by Sponsor or any of its designees or assigns as the holder of one or more Unsold Residential Unit(s); any Unit that is acquired, individually or collectively, by a principal of Sponsor or a group of which Sponsor or one or more of its principals is a member; or a Unit that is acquired, individually or collectively, by either the holder of a Permitted Mortgage given by Sponsor or the designee of a holder of such a Permitted Mortgage.

8.2 Use of Commercial Unit. The Commercial Unit may be used and/or operated for any legally permitted purpose, except that the following uses shall be prohibited in the Commercial Unit (the "Prohibited Uses"): (i) a pinball, video game, or any form of entertainment arcade; (ii) a gambling or betting office, other than for the sale of lottery tickets; (iii) a massage parlor (but not a spa or salon offering massages); (iv) a cinema, video store or bookstore selling, renting, or exhibiting material of a pornographic of adult nature; (v) an adult entertainment bar, adult entertainment lounge or adult entertainment club; (vi) a bowling alley; (vii) a roller skating or ice skating rink; (viii) a billiards parlor or pool hall (but not a bar or lounge offering billiards or pool as an ancillary use); (ix) a firearms shooting range; (x) a supermarket or delicatessen, other than a gourmet delicatessen such as "Dean & Deluca"; (xi) an unemployment, counseling or other similar social services office; (xii) a flea market; (xiii) a warehouse except the storage of the Unit owner's or tenant's inventory in the Unit shall not be deemed to be a warehouse; (xiv) a facility which performs on-site dry cleaning; (xv) a clinic or facility for the treatment of alcohol, drug or other addiction including, but not limited to an alcohol, drug or other addiction rehabilitation center, methadone clinic or any other counseling

- 9 - 288 or therapeutic treatment center; (xvi) a "Dollar" or "99 cent" store; (xvii) any industrial or factory use; (xviii) a gas or service station or truck repair facility; (xix) a fast food service establishment such as a McDonald's, Burger King, Wendy's or Taco Bell (but not a gourmet deli, gourmet take out or Starbucks (or similar)); (xx) a pawn shop or auction house; (xxi) an abortion or family planning clinic; (xxi) a catering hall (except as part of a restaurant); (xxiii) an off-track betting, gambling, faming or check cashing facility; (xxiv) a night club, social club, theatre, or cabaret, dance hall or discotheque; (xxv) a pet store or for animal husbandry or storage; (xxvi) any use which creates noxious odors, fumes, gases or noise or other public or private nuisance resulting from the failure to comply with (a) good industry practices and standards (including, without limitation, customary acoustical attenuation appropriate for a mixed-use condominium which includes luxury Residential Units) and/or (b) all applicable laws, regulations, and codes; or (xxvii) a so called "head shop" or a facility for the sale of paraphernalia for use with illicit drugs. No income derived from any use of the Commercial Unit will constitute income to the Board or any other Unit Owner.

8.3 Bicycle Storage. Bicycle Storage may be used only by occupants of Residential Units and only for storage of bicycles. The use thereof shall be further subject to the provisions of the By-Laws.

8.4 Use of Common Elements. (a) Except as otherwise provided in the By- Laws: (i) the Common Elements may be used only for the furnishing of the services and facilities and for the other uses for which they are reasonably suited; and (ii) Terraces may be used only for purposes commensurate with the uses permitted of the Units to which they are appurtenant.

(b) Subject to any easements (exclusive or otherwise) and/or rights of access provided in this Declaration with respect to the Common Elements, neither the Board nor any Unit Owner shall impede the exercise of or encroach upon the rights of the other Unit Owners or anyone claiming, by, through or under them, including, but not limited to, the occupants of the Units and their respective invitees, to use the same.

(c) No nuisance shall be allowed in the Property nor shall any use or practice be allowed in the Property which interferes with the peaceful possession or proper use thereof by the Unit Owners or the occupants of their respective Units. Without limiting Section 8.2 above, no improper, offensive or unlawful use shall be made of the Property or any portion thereof. All Legal Requirements relating to any portion of the Property shall be complied with at the sole expense of whichever of the Unit Owners or the Board shall have the obligation pursuant to the By-Laws or this Declaration to maintain or repair such portion of the Property.

ARTICLE9

CHANGES TO UNITS

9.1 Unsold Residential Units. Notwithstanding anything to the contrary in Article 6 of the By-Laws, except to the extent prohibited by, or to the extent that the same will cause the Property or any portion thereof not to comply with, any applicable Laws, Sponsor and any other owner of an Unsold Residential Unit (including the Master Residential Unit) shall have

- 10 - 289 the right, at any time and from time to time, without the vote or consent of the Board, any Unit Owner or other Person, to: ( a) make alterations, additions, improvements, replacements and/or repairs whether structural or non-structural, interior or exterior, ordinary or extraordinary, in, to and upon its Unsold Residential Unit(s); (b) change the use (subject to compliance with all Laws, including, without limitation, the certificate of occupancy for such Unit) or layout of, or number of rooms in, any Unsold Residential Unit(s) from time to time; (c) change the size and/or number of Unsold Residential Unit(s) by subdividing one or more Unsold Residential Units into two or more separate Units, combining separate Unsold Residential Units (including those resulting from such subdivision or otherwise) into one or more Units, converting an Unsold Residential Unit or any portion thereof to a Common Element, altering the boundary walls between any Unsold Residential Units, or otherwise, including incorporating the use of any portion of the Residential Common Elements adjacent or appurtenant thereto (but only to the extent that such Residential Common Elements are not required to be maintained as Residential Common Elements based upon such alterations); (d) whether in respect of subdivisions or combinations of the Unsold Residential Units or otherwise, designate all or any part of an Unsold Residential Unit or a Common Element as part of a newly created or expanded Unsold Residential Unit or Common Element; and (e) if appropriate, reapportion among the Residential Units affected by such change in size, use or number pursuant to the preceding clauses (b), (c) and (d) their percentage interests in the Common Elements; provided, however, that: (i) such changes are in compliance with Section 339 of the New York Condominium Act; (ii) the Common Interest of any other Units (other than the Unsold Residential Units (or other Units) owned by such person) shall not be changed by reason thereof unless the owners of such other Units shall consent thereto; and (iii) Sponsor or such other owner of an Unsold Residential Unit, as the case may be, shall comply with all Laws of all governmental authorities having jurisdiction and shall agree to defend and hold the Board and all other Unit Owners harmless from any liability arising therefrom. Sponsor or such other owner of an Unsold Residential Unit, as the case may be, shall have the absolute right, without the consent of the Board or any other Unit Owner or other Person, to amend, or amend and restate, (and/or cause the Board to amend, or amend and restate) the Declaration, the By-Laws, the Floor Plans and any other documentation to reflect the changed, subdivided or combined Unsold Residential Units and any reapportioned Common Interest of same, and to make such other changes to the Condominium Documents and the Floor Plans as Sponsor or such other owner of an Unsold Residential Unit, as the case may be, shall deem necessary or appropriate in connection therewith provided only that no such change shall have a material adverse effect on the Commercial Unit or the Commercial Unit Owner without the Commercial Unit Owner's consent; and the Commercial Unit Owner shall cooperate at no expense or liability to the Commercial Unit Owner in connection with the foregoing.

9.2 Residential Units Generally. Subject to this Declaration (including, without limitation, Section 9.5 below) and the By-Laws, the Unit Owner(s) of one or more Residential Units (other than Unsold Residential Units), with the express written consent of the Board, any other Residential Unit Owner may be given, with respect to its Unit(s), the same rights and be subject to the same limitations and conditions as are set forth in this Article with respect to Unsold Residential Units, including, without limitation, the right to change, combine, subdivide and/or otherwise reconfigure two (2) or more adjacent Units owned by such Unit Owner.

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9 .3 Consents. Subject to the next sentence below, the provisions of Sections 9.1, 9.3 and 9.5 of this Declaration may not be added to, amended, modified or deleted without the prior written consent of Sponsor or any other owner of an Unsold Residential Unit. Wherever the consent, approval or satisfaction of Sponsor (as the owner of any Unsold Residential Unit(s)) or the owner of any Unsold Residential Unit(s) is required under this Declaration or the By-Laws, such consent, approval or satisfaction of such party shall not be required when such party no longer owns any Unsold Residential Units and the permanent certificate of occupancy for the Building has been issued.

9.4 Commercial Unit.

9.4.1 Notwithstanding anything to the contrary, except to the extent prohibited by law, the Commercial Unit Owner shall have the right, without the vote or consent of Sponsor, the Board, the Managing Agent or any other Unit Owner to: (a) mortgage or otherwise hypothecate its Unit: (b) decorate or make alterations, additions or improvements, in, to and upon its Commercial Unit (provided, however, that such Commercial Unit Owner (i) may perform the same upon 10 business days' notice to the Board and the Managing Agent, but without the consent of the Board, the Managing Agent, Sponsor or any other Unit Owner if all such work is solely (A) to the interior of the Unit and does not affect the structural, mechanical, electrical, HVAC, life-safety or plumbing elements of the building (the "Building Elements") beyond the Commercial Unit side of any cutoff point of distribution, the fa~ade or any storefront, or any other General Common Element and/or (B) on the Commercial Unit side of any cutoff point of distribution of the Building Elements (i.e., where the same serves only the Commercial Unit), and (ii) must obtain the prior consent of the Board, which consent shall not be unreasonably withheld, conditioned or delayed, to any alterations, additions or improvements to its Commercial Unit which would affect the structural, mechanical, electrical, HV AC, life-safety or plumbing elements of the building or any other General Common Element, and (iii) must obtain the prior consent of the Board, which consent may be granted or withheld in the Board's sole discretion, to any such work if the same shall have or reasonably threaten a material adverse effect on any such components of the Building); (c) change the layout of, or number of rooms in, its Commercial Unit from time to time; [(d) change the size of its Commercial Unit by subdividing the same into any desired number of condominium units (or by combining any units resulting from each such subdivision); (e) in respect of subdivisions or combinations of the Commercial Unit, designate all or any part of an the Commercial Unit as part of a newly created or expanded category of Common Element (e.g., Commercial Common Element); and (f) reapportion among the newly created condominium units resulting from any subdivisions (or combination) their percentage interests in the Common Elements, provided such changes are in compliance with Article 9-B, Section 339-i of the New York Condominium Act; and further provided, however, that (1) the percentage interest in the Common Elements of any Unit owned by any other Unit Owner shall not be changed by reason thereof, unless the owner of such affected Units shall consent thereto, and (2) such Commercial Unit Owner shall comply with all laws, ordinances and regulations of all governmental authorities having jurisdiction and shall hold the Board and all other Unit Owners harmless from any liability arising from any such decoration, alteration, addition, improvement, change, designation or reapportionment. The Commercial Unit Owner shall have the unilateral right with regard to its Unit to amend the Declaration in order to reflect the changes as set forth above in this subsection 9 .4.1, or to cause the Board to do so.

- 12 - 291

9.4.2 If the Commercial Unit is subdivided or combined: (a) the Commercial Unit shall (or, if there is at any time multiple units resulting from any subdivision of the originally constituted Commercial Unit, shall collectively) at all times nevertheless appoint only one member to the Board; (b) such Commercial Unit designee to the Board shall have the right, on behalf of and as attorney-in-fact for the Unit Owner(s) of all units resulting from any subdivision of the Commercial Unit from time to time, to exercise any consent or approval right and to grant any consent or approval otherwise set forth in this Declaration or the By-Laws in favor of the Commercial Unit or the Commercial Unit Owner; and (c) subject to the foregoing, the owner of each unit resulting from a subdivision of the Commercial Unit will otherwise have all rights, privileges and benefits afforded to, and shall be subject to all burdens and obligations of, the initial Commercial Unit Owner with re,,spectto or as affecting its Unit.

9.4.3 The provisions of this Section 9.4 may not be added to, amended, modified or deleted without the consent of the Commercial Unit Owner.

9.5 Certification Regarding Common Interest Reallocation. Notwithstanding the other provisions of this Article 9, no reapportionment of the interests in the Common Elements appurtenant to any Unit shall be made unless there is first delivered to the Board a written certification stating, in each case with respect to the Unit( s) in question that the percentage interests of the affected Unit(s) in the Common Elements, immediately after such reapportionment, are consistent with the terms of this Declaration and in compliance with the terms of Section 339-i(l) of the Condominium Act, provided the same does not change the Common Interest of the Commercial Unit. The certification referred to herein shall be delivered: (a) in the case of any Unsold Residential Unit(s), at the election of Sponsor, by Sponsor, the managing agent of the Condominium or any other Person reasonably acceptable to the Board; and (b) in the case of any other Unit(s) by the managing agent of the Condominium or any other person reasonably acceptable to the Board.

9.6 Initial Construction of the Project; Development Agreements. Notwithstanding anything to the contrary contained herein or otherwise, for so long as Sponsor or its affiliates shall have any remaining rights or obligations under the Joint Development Agreement by and between 846 6th Avenue Venture, L.L.C. and Pater Realty Company, LLC, dated as of July 9, 2014 (the "Joint Development Agreement") in connection with the construction and development of all or any portion of the Property or Commercial Unit until the issuance of a final Certificate of Occupancy for the entire Building following completion of construction of the Residential Section, Sponsor shall have the right, without the approval of the Board, any Unit Owner or any other Person, but subject to all Laws and the applicable provisions of the Joint Development Agreement, as applicable, to develop, design, construct, make all initial improvements, installations, finishes, alterations, additions, installations, and improvements (all of the foregoing being, collectively, "Alterations" or "Altering") and repairs, replacements and restoration (all of the foregoing being, collectively, "Repairs" or "Repairing") in or to, and to equip and fit-out in accordance with the Joint Development Agreement: (x) the General Common Elements; (y) the Commercial Unit; and (z) the Residential Section (including its Residential Units and appurtenant Common Elements) including, without limitation, performing structural or non-structural, interior or exterior, ordinary or extraordinary work. Sponsor shall be provided access to the entire Property to the extent reasonably necessary to exercise such rights and perform such obligations; provided, however, that (1) such access to the General Common

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Elements shall be subject to the [Post-Occupancy Construction Protocol set forth on Schedule E annexed hereto] and (2) following any material occupancy of the Commercial Unit by its Unit Owner or any Occupants thereof, such access to any such Unit shall be subject to the Post- Occupancy Construction Protocol; provided further, however, that if Sponsor have any greater (or less restrictive) access rights with respect to any such Unit pursuant to the Joint Development Agreement or any other agreement with the Unit Owner of any Unit, such greater (or less restrictive) rights shall apply.

ARTICLE 10

PERSON TO RECEIVE SERVICE

The Secretary of State of the State of New York (the "Secretary of State") is hereby designated to receive service of process in any action which may be brought against the Condominium or the Board. The Condominium and the Board shall each notify the Secretary of State of the address to which a copy of any process received should be mailed.

ARTICLE 11

DETERMINATION OF PERCENTAGE INTERESTS IN COMMON ELEMENTS

The Common Interest of each Unit has been determined, pursuant to Section 339- i(l)(iv) of the Condominium Act. In accordance with such method of calculation, the Common Interests have been determined based primarily upon a comparison of the floor areas of the Units, subject to the location of such space and the additional factors of relative value to other space in the Condominium, the uniqueness of the Unit, the availability of the Common Elements for exclusive or shared use and the overall dimensions of the particular Unit. The aggregate Common Interests of all of the Units equals 100%.

ARTICLE 12

ENCROACHMENTS

If (a) any portion of the Common Elements encroaches upon any Unit or upon any other Common Element, (b) any Unit encroaches upon any other Unit or upon any portion of the Common Elements, or (c) any encroachment shall hereafter occur as a result of (i) settling or shifting of the Building, (ii) any alteration, repair or restoration made to the Common Elements in accordance with the terms of this Declaration and the By-Laws by, or with the consent (when required by the Condominium Documents), of the Board or the Commercial Unit Owner, or made by Sponsor or its designee, as the case may be, or (iii) any alteration, repair or restoration of the Building (or any portion thereof) or of any Unit or Common Element after damage by fire or other casualty or any taking by condemnation or eminent domain proceedings of all or any portion of any Unit or the Common Elements, then, in any such event, a valid easement shall exist for such encroachment and for the maintenance of the same as long as the Building shall stand (or during any period in which it is being rebuilt or restored, in accordance with the By-Laws, following any such fire or other casualty, taking or eminent domain proceeding);

- 14 - 293 provided that in the case of any such encroachment described in subparagraph (c) (ii) or (iii) above, such encroachment does not unreasonably interfere with the use of any of the Units for their permitted purposes and/or the use of the Common Elements for their intended purposes.

ARTICLE 13

FACILITIES AND ALL OTHER COMMON ELEMENTS

13.1 Except as may otherwise be expressly set forth herein or in the By-Laws, each Unit Owner shall have, and is hereby granted, in common with all other Unit Owners, an easement to use any and all General Common Elements located anywhere on the Property without hindering the exercise of or encroaching upon the rights of the other Unit Owners in respect of such easement.

13.2 Each Residential Unit Owner will have, in common with all other Residential Unit Owners, an easement for the use (subject to Section 14.2 below) of the Residential Common Elements and any facilities located therein, including, but not limited to, such easement as will be necessary to operate and maintain as necessary, such Unit Owner's Unit, and the Board, on behalf of all Unit Owners, shall have an easement to maintain, and to make Repairs and Alterations to, the Common Elements.

13.3 Each Unit shall be subject to an easement in favor of the Board, on behalf of all Unit Owners, to use, operate, maintain, repair, alter, rebuild, restore and replace all Common Elements located in such Unit or elsewhere on the Property. In addition, Sponsor (or its designee) and the Board shall have the right to erect scaffolding on or about the Property (including upon any of the Terraces) for a temporary period of time in connection with maintenance and repairs of the Building and its Common Elements, provided, however that from and after substantial completion of construction of the Property, Sponsor (or its designee) and the Board, as the case may be, shall use all reasonable efforts to avoid interference of access to and visibility of the Commercial Unit and shall not permit any third-party (i.e., unrelated to the Property) signage thereon; and prior to substantial completion of construction of the Property, Sponsor shall have the right to erect scaffolding and such other protective installations on or about the Property (including upon any of the Terraces) as may be required or appropriate in connection with any initial construction of the Property or buildout thereof but in any event subject to the terms of the Joint Development Agreement, as applicable. Except in the event of an emergency, in which case only such shorter period of notice, if any, as is practicable, shall be required, the Board shall give the Commercial Unit Owner at least thirty (30) days' notice prior to erecting any scaffolding in front of or adjacent to the Commercial Unit. The cost of any scaffolding erected by the Board with respect thereto shall be a Common Expense borne by the Unit Owners pro rata in accordance with their Common Interests (except the cost of any scaffolding erected as a result of work solely relating to the Residential Common Elements and/or Residential Limited Common Elements shall be borne solely by the Residential Section (and not the Commercial Unit)), and the Commercial Unit Owner shall have the right at its sole cost and expense to erect signage consistent with the Retail Signage Guidelines and Restrictions on any scaffolding erected by the Board in front of such Commercial Unit. The Board and any managing agent, manager and other persons authorized by the Board shall have a right of access to each Unit and any Residential Limited Common Element appurtenant to any Residential Unit,

- 15 - 294 whether exclusive or not, (and such is hereby granted) to inspect the same or remove violations of governmental laws or regulations against any part of the Property; to cure defaults by the owner of such Unit under the By-Laws, this Declaration or the Rules of Regulations; to perform maintenance, installations, alterations, repairs or replacements to the mechanical, plumbing or electrical systems or other portions of the Common Elements (including, without limitation, all Residential Common Elements and Residential Limited Common Elements) contained therein or elsewhere in the Property; or correcting any conditions originating in any Unit and threatening another Unit or any Common Element; provided such right of access shall be exercised in such a manner as will not unreasonably interfere with the Units for their permitted purposes. Such entry shall be permitted on not less than one day's notice, except that no notice will be necessary in the case of any "emergency" (i.e., a condition requiring repair or replacement immediately necessary for the preservation or safety of the Building, or property contained therein, or for the safety of occupants of the Building, or other persons, or required to avoid the suspension of any necessary service in the Building) and any access on behalf of the Commercial Unit Owners into any Residential Unit or Residential Common Element or Residential Limited Common Element shall be made by the Board on behalf of such Unit Owner except in the case of an emergency.

ARTICLE 14

EASEMENTS

14.1 Each Unit Owner shall have, in common with all other Unit Owners, and each Unit shall be subject to, an easement: (a) to install, operate, maintain, repair, alter, rebuild, restore and replace the Common Elements located in, over, under, through or upon any Unit, or any other Common Elements or elsewhere on the Property; and (b) to maintain any encroachment on any Unit or the Common Elements resulting from the permitted repair, alteration, rebuilding, restoration or replacement of the Units or the Common Elements; provided that access to any Unit or the Common Elements in furtherance of all of the foregoing easements shall be exercised in such a manner as will not unreasonably interfere with the normal conduct of business of the tenants and occupants of the Commercial Unit or with the use of the Residential Units for their permitted purposes and any access on behalf of the Commercial Unit Owner into any Residential Unit or Residential Common Element or Residential Limited Common Element shall be made by the Board on behalf of such Unit Owner except in the case of an emergency. Such entry shall be permitted on not less than one day's notice, except that no notice will be necessary in the case of an emergency. Notwithstanding the foregoing, following any subdivision of the Residential Unit after the initial recordation of this Declaration, notwithstanding anything contained in this Declaration to the contrary, any easement or right of entry by the Commercial Unit Owner to any individual Residential Unit shall be exercised exclusively by the Board or the managing agent therefor on behalf of the Commercial Unit Owner.

14.2 Each Unit Owner of a Residential Unit with a Terrace (and Sponsor with respect to the Master Residential Unit) shall have an easement for the exclusive use of such Terrace, which use shall be subject to the terms and conditions of this Declaration and the By-Laws. Each Terrace (and the Unit to which such Terrace is appurtenant or designated) shall be subject to the easement( s) in favor of Sponsor and the Board as set forth herein.

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14.3 Each Unit Owner (and the Permitted Users of such Unit) shall have, to the extent reasonably necessary, in common with all other Unit Owners, an easement for ingress and egress to and from its Unit, and, to the extent reasonably necessary, for the use of any Common Element (excluding all Residential Limited Common Elements). The Units shall each be subject to such easement.

14.4 [Intentionally omitted.]

14.5 Each Unit and the Common Elements shall have easements of subjacency, support and necessity, and the same shall be subject to such easements in favor of all the other Units and the Common Elements.

14.6 Each Unit Owner (except as otherwise set forth below) grants an easement over its Unit and the Common Elements (including, without limitation, its appurtenant Residential Limited Common Elements), and the Board grants an easement over and through the General Common Elements: (a) in the case of the Unit Owners, to the Board for the purpose of (and to the extent reasonably necessary for) maintaining, Repairing, Altering, preventing or minimizing damage to and causing to be in compliance with Laws and Insurance Requirements such granting Unit Owner's Unit, the Residential Limited Common Elements, if any, appurtenant to its Unit; (b) in the case of the Board and the Unit Owners, to each Unit Owner, in common with each other Unit Owner, for the purpose of (but only in the absence of a commercially practicable alternative and only to the extent necessary for) maintaining, Repairing, Altering, preventing or minimizing damage to and causing to be in compliance with Laws and Insurance Requirements any portions of the grantee Unit Owner's Unit and any appurtenant Residential Limited Common Elements; (c) to each Unit Owner, and to each Board, in common with each other, for the purpose of (but only in the absence of a commercially practicable alternative and only to the extent necessary for) installing, allowing to remain (and using for their respective intended purposes), maintaining, Repairing, Altering, preventing or minimizing damage to and causing to be in compliance with Laws and Insurance Requirements any Common Elements or other facilities located in or only readily accessible through such granting Unit Owner's Unit or Residential Limited Common Elements, if any, which serve other Units (including, without limitation, reading, maintaining or replacing utility meters relating to the Common Elements, such Unit or any other Unit in the Building); (d) to the Board (only to the extent permitted under the other provisions of the Condominium Documents) for the purpose of (and to the extent reasonably necessary for) preventing or minimizing damage to such Unit or to any other portion of the Property; (e) to the Board for the purpose of (and only to the extent reasonably necessary for) making inspections of, or removing violations noted or issued by any governmental authority against, the Common Elements or any other part of the Property; and/or (f) to the Board for the purpose of (and only to the extent reasonably necessary for) curing defaults hereunder or under the By-Laws, or correcting any conditions originating in such Unit Owner's Unit or Residential Common Elements or Residential Limited Common Elements and threatening the health, safety and welfare of the occupants of, or the property located within, another Unit or all or any part of the Common Elements).

14.7 The Board and the Residential Unit Owners shall have an easement to use the Commercial Unit elevators in the event of emergency.

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14.8 The Commercial Unit Owner shall have the right to install, at its sole cost and expense, HV AC equipment on portions of the 2°d floor roof setback in the location designated on the Floor Plans, provided that such Commercial HVAC shall (i) comply with all applicable laws; (ii) include sound attenuation; and (iii) not unreasonably disturb the occupants of the Residential Units and the Residential Unit Owners. In connection with the installation of such equipment and the maintenance thereof, the Commercial Unit Owner shall have an easement as may be reasonably necessary in to order to gain access thereto.

14.9 (a) Sponsor (or its designee or assigns) and its successors and assigns, shall, to the extent permitted by law, have an easement to erect, maintain, repair and replace, from time to time, one or more signs, flags, posters, banners, canopies, awnings, blade signs and/or similar fixtures (all the foregoing, "Signs") on the Property, including without limitation, on the exterior of the walls of the Building (but not in areas that would block views or air from or into the Commercial Unit or in any area dedicated to Commercial Unit signage per Section 14.9(b) below), for the purposes of advertising the sale or lease of any Unsold Residential Unit, and/or the operation of any business of a tenant or occupant of all or any portion of any Unsold Residential Units, as the case may be.

(b) The Commercial Unit shall, to the extent permitted by applicable Legal Requirements, have the right to erect, maintain, install, repair and replace, from time to time, below the bottom of the slab of the third (3rd) floor (i) one or more Signs on the 6th A venue facade of the Commercial Unit and (ii) one or more Signs on the 30th Street fa<;adeof the Building, but not within twenty (20) feet of the main lobby entrance of the Residential entrance to the Building, and (c) any Signs inside the windows and exterior doors of the Commercial Unit, but not within twenty (20) feet of the main lobby entrance of the Residential entrance to the Building. All such Signs with respect to the Commercial Unit shall be only for the purposes of advertising the sale or lease of all or a portion of the Commercial Unit and/or for advertising or identifying the operation of any business in all or a portion of the Commercial Unit. Signs may be temporary or permanent. Materials used to construct any Sign housing placed by the Commercial Unit Owner shall be compatible in color to the fa<;adeof the Building to which it is or will be attached (provided however, such requirements shall not limit or restrict the color, materials or content of the identification or advertising portions of any such Sign). No Signs in respect of the Commercial Unit shall be neon, blinking, flashing or back-lit; and interior Signs shall not be located in the 30th Street windows of the Commercial Unit (either floor) within twenty (20) feet of the main lobby entrance of the Residential entrance to the Building. Exterior Signs in respect of the Commercial Unit may be illuminated. The Commercial Unit Owner may not install any Signs which would deviate from the foregoing requirements without the consent of the Board (and Sponsor, for so long as Sponsor owns at least one (1) Unsold Unit), which consent may be withheld in the Board's (or, if applicable, Sponsor's) sole discretion.

14.10 Each easement and other right granted under this Article 14 shall be deemed to permit the benefited party' s/ies' contractors, subcontractors, agents, representatives, Occupants, employees and other designees (and, in the case of a grant to the Board, the Managing Agent), to use such easement or other right, as applicable, if such Unit Owner so elects.

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14.11 Any grant of an easement "on", "over", "across" or "through" a given area shall be deemed to mean "on, over, across, through, and upon" such area, unless the context otherwise requires.

14.12 Sponsor and/or its designee ( and their respective successors and assigns) shall have an easement for so long as the Condominium shall remain in existence: (i) to erect, use, lease, license, maintain, repair, replace and operate a platform and other facilities for the purpose of erecting, using, leasing, licensing, maintaining, repairing, replacing and operating antennae, satellite dishes and other communications equipment on any part of the roof of the Building that is not occupied as of the date hereof for any other Building installations and that is not designated a Residential Limited Common Element for the exclusive use of a particular Unit Owner; and (ii) to erect, use, lease, maintain, repair, replace and operate related electronic and other communications equipment in any portion of any mechanical equipment room that is not occupied as of the date of substantial completion of both the Residential portion and Commercial Unit of the development pursuant to the Joint Development Agreement by any other Building installations, and the right to erect partitions separating such portion from the balance of such equipment room; in each case, without the consent of, or charge by, the Board or any other Unit Owners; provided, however, that Sponsor (or its designee) shall give prior notice to the Board of the type and location of any such equipment before installation. Any obligations of Sponsor and/or its designee under any lease, license or other right of use granted by Sponsor and/or its designee with respect to the roof or the aforesaid mechanical equipment room shall be the obligation solely of the owner of Sponsor and/or its designee and not of the Condominium and any rights of Sponsor and/or its designee, including, without limitation, the right to receive rent or other consideration for such lease, license or other right of use, shall be the right solely of Sponsor and/or its designee and not of the Condominium. In connection with such easements and related rights, Sponsor and/or its designee (and their respective successors and assigns) and the respective tenants and licensees shall each have, to the extent necessary or advisable for such erection, use, lease, maintenance, repair, replacement and operation, an easement in common with all Unit Owners for ingress, egress and the use of any Common Elements. The Units shall each be subject to such easement. The word "utility" or "utilities" as used in this Section 14._ shall be deemed to include fiber optic cable and other communications liens, wires, cables and conduits.

14.13 Sponsor and its designee(s) shall have the right, until the tenth (10th) anniversary of the First Closing (or until no Unsold Residential Units remain, if earlier), to use, without charge, portions of the Building, including the Common Elements, for exhibitions, events and/or promotional functions in connection with the sale and leasing of Unsold Residential Units provided the same shall not have a Commercial Unit Adverse Effect.

14.14 Existing sidewalk vaults are located under West 30th Street and Sixth A venue at the Cellar level of the Building and are General Common Elements. Vault spaces are subject to standard New York City vault license rules and any additional requirements imposed by MTA or PATH, as the case may be. All vault license fees and other fees payable to New York City or otherwise, if any, in connection with the Vaults shall be Common Expenses allocated by Common Interest.

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14.15 Any easements granted to Sponsor, the Board, any Unit Owner or other party under this Declaration and the By-Laws may, with the authorization of such Person, be exercised on such easement-holder's behalf by such person's Permitted Users, to the extent reasonably necessary to effectuate the purpose for the easement (e.g., maintenance or repair of a Unit), provided such easement or right of access shall be exercised in such manner as shall not unreasonably interfere with the normal conduct of business of the tenants and Permitted Users of the Commercial Unit or with the use of the Residential Units for their permitted purposes. "Permitted User(s)" refers to any employee or agent (including managing, sales and leasing agent), contractor, Permitted Mortgagee or any other Person designated by any of Sponsor, the Board or a Unit Owner who has such right.

14.16 Except as may otherwise be set forth in this Declaration, any easement created or granted hereunder shall be perpetual and irrevocable for so long as the Condominium shall remain in existence.

ARTICLE 15

POWERS OF ATTORNEY

15.1 Each Unit Owner shall grant to the persons who shall from time to time constitute the Board, an irrevocable power of attorney, coupled with an interest (in such form and content as the Board shall determine): (a) to acquire or lease on behalf of all Unit Owners any Unit, together with its Appurtenant Interests (as hereinafter defined), from any Unit Owner desiring to sell, convey, transfer, assign or lease the same, upon such terms and conditions as shall be approved by the Board in its reasonable discretion; (b) to acquire on behalf of all Unit Owners any Unit, together with its Appurtenant Interests, whose Owner elects to surrender the same to the Board; (c) to acquire any Unit, together with its Appurtenant Interests, which becomes the subject of a foreclosure or other similar sale, on such terms and at such price or rental as the case may be, as the attorneys-in-fact deem proper, in the name of the Board or its designee, corporate or otherwise, on behalf of all Unit Owners, and after any such acquisition or leasing, to convey, sell, lease, sublease, mortgage or otherwise deal with (but not vote the interest appurtenant thereto) any such Unit so acquired by them, or to sublease any Unit so leased by them without the necessity of further authorization by the Unit Owners, on such terms as the attorneys-in-fact may determine; and ( d) to execute, acknowledge and deliver (i) any declaration or other instrument affecting the Condominium which the Board deems necessary or appropriate to comply with any law, ordinance, regulation, zoning resolution or requirement of the Department of Buildings, the City Planning Commission or any other public authority applicable to the maintenance, demolition, construction, alteration, repair or restoration of the Condominium, or (ii) any consent, covenant, restriction, easement or declaration, or any amendment thereto, affecting the Condominium or the Common Elements which the Board, in its reasonable discretion, deems necessary or appropriate.

15.2 Each Unit Owner shall grant to Sponsor a power of attorney to amend, or amend and restate, this Declaration and to effectuate the rights granted to Sponsor under this Declaration and the By-Laws and, with respect to Residential Unit Owners only, under any Offering Plan.

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15.3 Each Unit Owner shall grant to each Development Rights Owner (in its capacity as a Unit Owner or otherwise) a power of attorney on behalf of itself, any Permitted Mortgagees of the granting party's Unit, and any other Party in Interest with respect to the granting party's Unit, (a) to amend, or amend and restate, this Declaration and the By-Laws to effectuate the rights granted to a Development Rights Owner ( or a Development Rights Purchaser), and (b) to sign (or waive its rights to sign) on behalf of each Unit Owner, its Permitted Mortgagees, and any other Party in Interest with respect to its Unit, as a Party in Interest, any Declaration of Zoning Lot Restrictions, ZLDA, or other agreement and any future amendments of any of the same (and/or a subordination of its rights to such Declaration of Zoning Lot Restrictions, ZLDA or other agreement or amendment thereto) effecting a merger or division of the zoning lot (as such term is defined in the Zoning Resolution) in which the Property is located with any other tax lots to form a single zoning lot (the "Merger") for the purpose of transferring to or from a Development Rights Owner or a Development Rights Purchaser all or a portion of the Development Rights.

ARTICLE 16

ACQUISITIONS OF UNITS BY THE BOARD

16.1 If (a) any Unit Owner surrenders his or her Unit, together with (i) the undivided interest in the Common Elements appurtenant thereto, (ii) the interest of such Unit Owner in any other Units theretofore acquired by the Board or its designee, corporate or otherwise, on behalf of all Unit Owners, or the proceeds of the sale or lease thereof, if any, and (iii) the interest of such Unit Owner in the Common Elements and any other assets of the Condominium (such interests in (i), (ii) and (iii) being hereinafter collectively called the "Appurtenant Interests"), pursuant to the provisions of Section 339-x of the New York Condominium Act; (b) the Board, pursuant to Article 8 of the By-Laws, acquires or leases a Unit, together with its Appurtenant Interests; or (c) the Board purchases, at a foreclosure or other similar sale, a Unit, together with its Appurtenant Interests, then, in any such event, title to any such Unit, together with its Appurtenant Interests, shall be held by the Board or its designee, on behalf of all Unit Owners, in proportion to their respective interests in the Common Elements. The lease or sublease covering any Unit leased or subleased by the Board or its designee shall be held by the Board or its designee, corporate or otherwise, on behalf of all Unit Owners, in proportion to their respective interests in the Common Elements.

ARTICLE 17

COVENANTS RUNNING WITH THE LAND

17.1 All provisions of this Declaration, the By-Laws and the Residential Rules and Regulations (true copies of which are annexed hereto and made a part hereof), including, without limitation, the provisions of this Article 17 and of any Residential Rules and Regulations as may be adopted and amended from time to time, shall, to the extent applicable and unless otherwise expressly herein or therein provided to the contrary, be perpetual and be construed to be covenants running with the Land and with every part thereof and interest therein, and all of the provisions hereof and thereof shall be binding upon and inure to the benefit of the Unit Owners of all or any part thereof, or interest therein, and their heirs, executors, administrators,

- 21 - 300 legal representatives, successors and assigns, but the same are not intended to create nor shall they be construed as creating any rights in or for the benefit of the general public. All present and future owners, tenants and occupants of Units shall be subject to and shall comply with the provisions of this Declaration, the By-Laws and the Residential Rules and Regulations, as they may be amended from time to time. The acceptance of a deed or conveyance or the entering into a lease or the entering into occupancy of any Unit shall constitute an agreement that the provisions of this Declaration, the By-Laws and the Residential Rules and Regulations, as they may be amended from time to time, are accepted and ratified by such owner, tenant or occupant, and all of such provisions shall be deemed and taken to be covenants running with the Land and shall bind any person having at any time any interest or estate in such Unit, as though such provisions were recited and stipulated at length in each and every deed or conveyance or lease thereof.

17.2 If any provision of this Declaration or the By-Laws is invalid under, or would cause this Declaration and the By-Laws to be insufficient to submit the Property to the provisions of, the New York Condominium Act, such provision shall be deemed deleted from this Declaration or the By-Laws, as the case may be, for the purpose of submitting the Property to the provisions of the New York Condominium Act but shall nevertheless be valid and binding upon and inure to the benefit of the owners of the Property and their heirs, executors, administrators, legal representatives, successors and assigns, as covenants running with the Land and with every part thereof and interest therein under other applicable law to the extent permitted under such applicable law with the same force and effect as if, immediately after the recording of this Declaration and the By-Laws, all Unit Owners had signed and recorded an instrument agreeing to each such provision as a covenant running with the Land. If any provision which is necessary to cause this Declaration and the By-Laws to be sufficient to submit the Property to the provisions of the New York Condominium Act is missing from this Declaration or the By-Laws, then such provision shall be deemed included as part of this Declaration or the By-Laws, as the case may be, for the purposes of submitting the Property to the provisions of the New York Condominium Act.

17.3 Subject to the provisions of Section 17.2, if this Declaration and the By- Laws are insufficient to submit the Property to the provisions of the New York Condominium Act, the provisions of this Declaration and the By-Laws shall nevertheless be valid and binding upon and inure to the benefit of the owners of the Property, and their heirs, executors, administrators, legal representatives, successors and assigns, as covenants running with the Land and with every part thereof and interest therein under other applicable law to the extent permitted under such applicable law with the same force and effect as if, immediately after the recording of this Declaration and the By-Laws, all Unit Owners had signed and recorded an instrument agreeing to each such provision as a covenant running with the Land.

17.4 Notwithstanding anything in the Condominium Documents including this Article 17 to the contrary, at the request of the Commercial Unit Owner (or Sponsor with respect to any Unsold Residential Unit to the extent it is used for any purpose other than for-sale residential condos) made from time to time, and within fifteen ( 15) days thereof, the Board shall, at the sole cost and expense of the requesting Unit Owner, execute and deliver a non-disturbance agreement (in the form annexed to this Declaration as Schedule D or in any such other or changed form as may be reasonably agreed upon by the Board and the requesting Unit Owner, a

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"Non-Disturbance Agreement") to any bona fide third party commercial tenant of the Commercial Unit Owner provided the holder of the senior mortgage lien on the Commercial Unit (or the Master Residential Unit, as the case may be) shall also be required to provide non- disturbance to such tenant under the applicable loan terms.

ARTICLE 18

AMENDMENTS OF DECLARATION

Article 13 of the By-Laws is incorporated herein in its entirety; and, except as otherwise expressly set forth herein (including, without limitation, Section 1.4), the provisions thereof shall govern the amendment and/or modification of, addition to and/or deletion of any of the provisions of this Declaration.

ARTICLE 19

TERMINATION OF CONDOMINIUM

19.1 The Condominium shall continue and the Property shall not be subject to an action for partition (unless the Condominium shall be terminated by casualty loss, condemnation or eminent domain as provided in the By-Laws) until such time, if any, as the Property shall be withdrawn from the provisions of the New York Condominium Act as a result of the vote to do so of at least eighty percent (80%) in both number and aggregate Common Interests of all Unit Owners and the affirmative vote of the Commercial Unit Owner as set forth in the Declaration and the By-Laws. Such vote shall not be effective, however, unless written consents are obtained from (a) the Residential and Commercial Mortgage Representatives, if any, and (b) Sponsor, until such time as Sponsor and its designees have conveyed title to all Residential Units, provided that in no event shall Sponsor's consent be required more than five (5) years after the First Closing.

19.2 In the event of withdrawal of the Property from condominium ownership, and only to the extent the waiver of the right of partition shall be inapplicable or unenforceable, the Property shall be subject to an action for partition by any Unit Owner or any lienor as if the Property were owned in common, in which event the net proceeds of the sale shall be divided among all Unit Owners in proportion to their respective Common Interests, after first applying the share of the net proceeds of such sale otherwise payable to any Unit Owner to the payment of any liens on its Unit, in the order of priority of such liens.

ARTICLE20

WAIVER

No provision contained in this Declaration shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches which may occur.

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ARTICLE21

CAPTIONS

The captions herein are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope of this Declaration nor the intent of any provision hereof.

ARTICLE22

CERTAIN REFERENCES

22.1 A reference in this Declaration to any one gender, masculine, feminine or neuter, includes the other two, and the singular includes the plural, and vice versa, unless the context otherwise requires.

22.2 The terms "herein," "hereof' or "hereunder" or similar terms used in this Declaration refer to this entire Declaration and not to the particular provision in which the terms are used.

22.3 Unless otherwise stated, all references herein to Articles, Sections or other provisions are references to Articles, Sections or other provisions of this Declaration.

ARTICLE23

SEVERABILITY

Subject to the provisions of Sections 17.2 and 17.3, if any provision of this Declaration is invalid or unenforceable as against any person or under certain circumstances, the remainder of this Declaration and the applicability of such provision to other persons or circumstances shall not be affected thereby. Each provision of this Declaration shall, except as otherwise herein provided, be valid and enforceable to the fullest extent permitted by law.

ARTICLE24

COVENANT OF FURTHER ASSURANCES

24.1 Any party which is subject to the terms of this Declaration, whether such party is a Unit Owner, a lessee or sublessee of a Unit Owner, an occupant of a Unit, a member or officer of the Board, or otherwise, shall, at the expense of any such other party (or the holder of a lien on its Unit) requesting the same, execute, acknowledge and deliver to such other party (or the holder of a lien on its Unit) such instruments, in addition to those specifically provided for herein, and take such other action, as such other party (or the holder of a lien on its Unit) may reasonably request to effectuate the provisions of this Declaration or of any transaction contemplated herein or to confirm or perfect any right to be created or transferred hereunder or pursuant to any such transaction. Without intending to limit the generality of the foregoing, the Board, and each Unit Owner (on behalf of itself and its Permitting Mortgagees and any other Party in Interest with respect to its Unit) shall be required, upon the request of a Development

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Rights Owner or Development Rights Purchaser, to execute and deliver any documents or applications reasonably required in connection with any Merger, any Declaration of Zoning Lot Restrictions, ZLDA or other agreement (and any future amendments thereto) effecting a Merger or the transfer of all or a portion of the Development Rights to a Development Rights Purchaser.

24.2 If any Unit Owner, the Board or any other party which is subject to the terms of this Declaration fails to execute, acknowledge or deliver any instrument, or fails or refuses, within ten ( 10) days after receipt of a written request therefor, to take any action which such Unit Owner or party is required to take pursuant to this Declaration and such failure continues for an additional ten ( 10) day period following receipt of a second written request therefor (together with written advice that the requesting party shall be entitled to take action upon the recipient's failure or refusal to perform) then the Board is hereby authorized as attorney-in-fact for such Unit Owner, or other party, coupled with an interest, to execute, acknowledge and deliver such instrument, or to take such action, in the name of such Unit Owner or other party and such document or action shall be binding on such Unit Owner or other party.

24.3 If any Unit Owner, the Board or any other party which is subject to the terms of this Declaration fails to execute, acknowledge or deliver any instrument, or fails or refuses, within ten (10) days after receipt of a written request therefor, to take any action which the Board, Unit Owner or party is required to execute, acknowledge and deliver or to take pursuant to this Declaration at the request of Sponsor, then Sponsor is hereby authorized as attorney-in-fact for such Unit Owner, Board or other party, coupled with an interest, to execute, acknowledge and deliver such instrument or to take such action, in the name of such Unit Owner, Board or other party and such document or action shall be binding on such Unit Owner, Board or other party, as the case may be.

ARTICLE25

NAME OF CONDOMINIUM AND BUILDING

The Condominium and the Building shall be designated and known as "The NOMA." Sponsor (or its designee) shall own and control all rights and interests, and shall be responsible for all obligations and liabilities, appurtenant to the name of the Condominium and/or the Building. Only Sponsor (or its designee) shall have the right to change or assign the name of the Condominium and/or the Building. In addition, Sponsor shall have the right, for so long as the Property is a condominium, to maintain a plaque identifying Sponsor (or its affiliate(s)) as the Sponsor of the Condominium and/or development of the Property, together with such other information as Sponsor (or its designee) determines in its sole discretion.

ARTICLE26

DEVELOPMENT RIGHTS

26.1 Any unused floor area development rights appurtenant to the Property that are now owned, subsequently acquired or that may become available under the Zoning Resolution, as hereinafter defined (the "Development Rights") shall be initially be allocated exclusively to the Unsold Residential Units for so long as the same shall remain Unsold

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Residential Units or to a Unit or Units as designated by the Development Rights Owner from time to time. Sponsor reserves the right to create a Unit from Residential Section space to which the Development Rights shall be appurtenant.

26.2 The Development Rights may be utilized by the owner or lessee thereof (together with any successor owner or lessee of all or a portion of the Development Rights, the "Development Rights Owner") or transferred or leased (i) to the Board or another Unit Owner, or (ii) to a third party, pursuant to a Declaration of Zoning Lot Restrictions (a "Zoning Lot Declaration"), merging the Property into a single zoning lot, and a zoning lot development agreement or similar agreement or instrument (each, a "ZLDA"). Any such transferee or lessee is referred to herein as a "Development Rights Purchaser").

26.3 [Intentionally omitted.]

26.4 Without limiting the foregoing, the Unit Owners hereby irrevocably nominate, constitute and appoint the Development Rights Owner or its designee as such Unit Owner's attorney-in-fact, coupled with an interest and with power of substitution to (i) effectuate the acquisition, sale, lease, transfer, assignment, sublease, pledge, hypothecation or encumbrance of, or other action by the Development Rights Owner with respect to the Development Rights; (ii) effectuate the use of the Development Rights for any purpose, including, without limitation, to effect an increase in the size of its Unit (subject, however, to the provisions of Section 26.6 hereof); (iii) effectuate a merger or division of the zoning lot in which the Property is located, with any other zoning lots to form a single zoning lot (the "Merger") for the purpose of transferring all or any portion of the Development Rights (including, without limitation, the execution of a Zoning Lot Declaration and ZLDA), or (iv) permit the Development Rights Purchaser, once the Merger has occurred, to acquire and utilize development rights from other zoning lots, including, without limitation, development rights attributable to landmark parcels (as that term is used in the Zoning Resolution) located in blocks neighboring the block in which the Property is located, all in accordance with applicable provisions of the Zoning Resolution.

26.5 Any mortgagee and other Party in Interest (as hereinafter defined) holding a mortgage secured by a Unit or having another interest in a Unit, upon the making of said mortgage or acquiring such interest is deemed to have consented to and subordinated to the foregoing rights of the Development Rights Owner or its designee with respect to the Development Rights. Notwithstanding the foregoing, such mortgagee or other Party in Interest shall be required, upon the request of the Development Rights Owner or a Development Rights Purchaser, to execute and deliver any waivers, consents and subordinations with respect to the Zoning Lot Declaration (or any future declarations of zoning lot restrictions), the ZLDA or the transfer of the Development Rights to the Development Rights Purchaser.

ARTICLE27

SUCCESSORS AND ASSIGNS

The rights and/or obligations of Sponsor or its designee as set forth herein shall inure to the benefit of and be binding upon any successor or assign of Sponsor or its designee or, with the consent of Sponsor or its designee, any transferee of some or all then Unsold Residential

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Units. Subject to the foregoing, Sponsor or its designee shall have the right, at any time, in their sole discretion, to assign or otherwise transfer their respective interests herein, whether by merger, consolidation, sale, lease, assignment or otherwise. The rights and/or obligations of the Unit Owners or their designees as set forth herein shall inure to the benefit of and be binding upon any successors or assigns of such Unit Owners or their designee(s).

IN WITNESS WHEREOF, Initial Declarant has caused this Declaration to be executed as of the __ day of , 20_.

PATER REALTY COMPANY, LLC

By:~------~ Name: Title:

846 6thA VENUE PROPERTY OWNER, L.L.C.

Name: Title:

- 27 - 306

STATEOFNEWYORK ) ) ss.: COUNTY OF NEW YORK )

On the __ day of m the year 20_ before me, the undersigned, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

Notary Public

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SCHEDULE A TO DECLARATION ESTABLISHING CONDOMINIUM OWNERSHIP OF The NOMA 846 SIXTH A VENUE NEW YORK, NEW YORK 10001

DESCRIPTION OF THE LAND

ALL that certain plot, piece or parcel of land, situate, lying and being in the Borough of Manhattan, City, County and State of New York, bounded and described as follows:

BEGINNING at a point at the comer formed by the intersection of the easterly side of Sixth A venue and the southerly side of West 30th Street;

RUNNING THENCE southerly along the easterly side of Sixth A venue 68.17 feet;

THENCE easterly 127.01 feet;

THENCE northerly 44.81 feet;

THENCE westerly along the southerly side of West 30th Street 125.00 feet to the point or place of BEGINNING.

That the said premises are known as and by street address 846-850 Sixth Avenue, New York, New York (Block 831, Lot 78).

Schedule A 308 4 18.34% 81.66% Interest Common 100.0000% Appurtenant access Common has immediate which the Unit Limited SCHEDULEB 846 SIXTH A VENUE SIXTH 846 A 846 SIXTH A VENUE SIXTH 846 A Square Ft. Common Elements to DESCRIPTION OF UNITS NEW YORK, NEW YORK 10001 Faced/ located) Location Area Element Direction Approx. Unit Space is (Floors where DECLARATION ESTABLISHING CONDOMINIUM OWNERSHIP OF Tax Lot Number 2974854.11 Residential Unit [Subject to possible adjustment, as described in Article 6 above. Commercial Unit Unit Designation 4 KU 309

SCHEDULEC

BY-LAWS OF The NOMA 846 SIXTH AVENUE NEW YORK, NEW YORK 10001

[By-Laws attached on the following page.]

Schedule C KL3 2974854.11 310

SCHEDULED TO DECLARATION

FORM OF NON-DISTURBANCE AGREEMENT AGREEMENT PER DECLARATION SECTION 17.4

- 1 - KL3 2974854.11 311

SUBORDINATION, NONDISTURBANCE AND ATTORNMENT AGREEMENT

Thls Subordination, Nondisturbance and Attornment Agreement (this "Agreement") is made effective as of the _ day of , 20_ , by and between the Board of Managers of 846 Sixth A venue (the "Board"), having its office at ______, New York, New York 10001, and ------[Insert name of Tenant], a ------~[fu~rt~e~entify],h~~ganoffice at ______, ("Tenant").

W IT N E S S E T H: WHEREAS,------[Insert name of applicable Commercial Unit Owner] ("Lessor") is the owner of the Unit [Insert name of applicable Commercial Unit] as defined in that certain Declaration of Condominium in respect of The NOMA dated as of , 20_ (together with the By-Laws (and all exhibits) annexed thereto, as the same may be amended from time to time in accordance with their terms, the "Condominium Documents");

WHEREAS, pursuant to that certain lease dated as of ______between Lessor and Tenant (such lease, as the same may be assigned, amended or restated from time to time, the "Lease"), Lessor leased to Tenant that portion of the Commercial Unit which is [more fully described/shown] on Exhibit A attached hereto (the "Leased Premises");

WHEREAS, Section __ of the Lease provides that Tenant shall subordinate the Lease to the Condominium Documents, subject to certain terms and conditions stated in the Lease; and

WHEREAS, as a condition of such subordination the Board has agreed to provide for the non-disturbance of Tenant by the Board, and to provide for the recognition by the Board of the Lease, including all benefits, rights and conditions that Tenant enjoys under the Lease;

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements herein contained, the parties hereto agree as follows:

1. Tenant covenants and agrees that the Lease and the rights of Tenant thereunder are and shall be at all times subject and subordinate in all respects to the Condominium Documents, including, without limitation, the Board's lien on the Commercial Unit for Common Charges, subject, however, to the provisions of this Agreement.

2. The Board agrees that so long as: (i) the Lease is in full force and effect (including any extension or renewal period thereof which may be exercised in accordance with any option afforded in the Lease to Tenant); and (ii) Tenant is not in default under the Lease beyond any applicable notice and grace period and abides by all of the other provisions hereof, the Lease and Tenant's rights thereunder (including without limitation Tenant's right of possession, use and quiet enjoyment of the Leased Premises) shall not be terminated, altered, disturbed or extinguished by any action of the Board, or any New Owner (as hereinafter defined), including without limitation, by any suit, action or proceeding for the foreclosure of the

- 2 - KL3 2974854.11 312

Leased Premises or otherwise for the enforcement of the Board's rights or remedies under the Condominium Documents. Notwithstanding anything to the contrary contained in this Agreement, the Board and any New Owner upon becoming the owner of the Commercial Unit shall have the right to pursue all rights and remedies set forth under the Lease for any default by Tenant under the Lease beyond any applicable notice and grace period.

3. If the Board shall become the owner of the Commercial Unit by reason of the foreclosure or other action described in Paragraph 2 hereof, or the Commercial Unit shall be sold as a result of any foreclosure by the Board or transfer of ownership by deed given in lieu of foreclosure by the Board, the Lease shall continue in full force and effect, without necessity for executing any new lease, as a direct lease between Tenant and any subsequent owner of the Commercial Unit taking title through the Board (a "New Owner"), as "landlord," and the Board or the New Owner, as the case may be, shall assume the Lease and all obligations of landlord thereunder, upon all of the same terms, covenants and provisions contained in the Lease, provided, however, the Board or the New Owner shall not be:

(i) bound by any fixed rent which Tenant might have paid for more than one (1) month in advance of its due date under the Lease to any prior landlord (including, without limitation, Lessor); unless otherwise consented to by the Board or the New Owner or unless such prepaid amount is actually received by the Board or the New Owner;

(ii) liable for any previous act or omission of any prior landlord (including without limitation, Lessor) in violation of the Lease; or

(iii) subject to any claims, counterclaims, offsets or defenses which Tenant might have against any prior landlord (including, without limitation, Lessor); or

(iv) liable for the return of any: security deposit; overpayments of taxes, operating expenses, merchant association dues, or other items of additional rent paid in estimates in advance by Tenant subject to subsequent adjustment; other monies which pursuant to the Lease are payable by Lessor to Tenant; or other sums, in each case to the extent not delivered to the Board or the New Owner, as the case may be; or

(v) obligated to: complete any construction work required to be done by any prior landlord (including, without limitation, Lessor) pursuant to the provisions of the Lease, to reimburse Tenant for any construction work done by Tenant, to make funds available to Tenant in connection with any such construction work, or for any other allowances or cash payments owed by any prior landlord to Tenant.

Tenant hereby agrees that, upon the Board or the New Owner becoming the owner of the Commercial Unit pursuant to this Paragraph 3, Tenant shall attorn to the Board or the New Owner (or any subsequent owner), as the case may be, and the Lease shall continue in full force and effect, in accordance with its terms. Nothing contained herein shall be deemed to modify the obligations of the Board under the Condominium Documents.

4. No provision of this Agreement shall be construed to make the Tenant liable for any covenants and obligations of Lessor under the Condominium Documents.

- 3 - KL3 2974854.11 313

5. Tenant shall give written notice in accordance with Paragraph 6 hereof of any default by Lessor under the Lease to the Board at the same time and in the same manner as given to Lessor.

6. Any notices or communications given under this Agreement shall be in writing and shall be given by overnight couriers or registered or certified mail, return receipt requested, ( a) if to the Board, at the address as hereinabove set forth, or such other addresses or persons as the Board may designate by notice in the manner herein set forth, or (b) if to Tenant, at the address of Tenant as hereinabove set forth, or such other address or persons as Tenant may designate by notice in the manner herein set forth. All notices given in accordance with the provisions of this Section shall be effective upon receipt (or refusal of receipt) at the address of the addressee.

7. This Agreement shall bind and inure to the benefit of and be binding upon and enforceable by the parties hereto and their respective successors and assigns.

8. This Agreement contains the entire agreement between the parties and cannot be changed, modified, waived or cancelled except by an agreement in writing executed by the party against whom enforcement of such modification, change, waiver or cancellation is sought.

9. This Agreement and the covenants herein contained are intended to run with and bind all land affected thereby. It is expressly acknowledged and agreed by Lessor and Tenant that as between Lessor and Tenant, the subordination of the Lease to the Condominium Documents effectuated pursuant to this Agreement shall in no way affect Lessor's and/or Tenant's rights and obligations under the Lease.

10. The parties hereto agree to submit this Agreement for recordation in the Register's Office for the City of New York. The parties further agree that this Agreement shall terminate and be void automatically, immediately upon the expiration or earlier termination of the Lease, and without the need for any termination or other agreement being recorded to evidence such termination. Notwithstanding the foregoing and without in any way affecting the automatic termination of this Agreement as aforesaid, the parties agree to execute, deliver and submit for recordation a Memorandum of Termination confirming the termination of this Agreement, promptly following the expiration or earlier termination of the Lease.

11. This Agreement may be executed in counterparts, any one or all which shall be one and the same agreement.

-4- KL3 2974854.11 314

IN WITNESS WHEREOF, the parties hereto have hereunto caused this Agreement to be duly executed as of the day and year first above written.

The Board:

BOARD OF MANAGERS OF The NOMA

By: ______Name: Title:

Tenant:

By: ______Name: Title:

- 5 - KL3 2974854.11 315

STATE OF NEW YORK ) ) ss.: COUNTY OF __ _ )

On this __ day of , __ , before me, the undersigned, a Notary Public in and for said state, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is(are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity, and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

Notary Public

STATE OF NEW YORK ) ) ss.: COUNTY OF __ _ )

On this __ day of , __ , before me, the undersigned, a Notary Public in and for said state, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is(are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity, and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument.

Notary Public

Schedule D KL3 2974854.11 316

SCHEDULEE

Post-Occupancy Construction Protocol

Work on or affecting, or access to, any specified portion of the Condominium, when required under the specific terms of the Condominium Documents to be done pursuant to the "Post- Occupancy Construction Protocol", shall be performed and exercised:

(i) upon at least one day's prior notice, which notice shall specify, in reasonable detail, the purpose and contemplated extent, location and duration of such exercise;

(ii) to the extent reasonably possible, in such a manner as will not unreasonably interfere with: (i) the conduct of business of the Occupants of the affected Commercial Unit(s); or (ii) the use of the Residential Units for their permitted purposes; and

(iii) subject to the requirement that the Person exercising such right of access or easement shall be liable for any and all physical damage caused thereby and shall indemnify and hold the Board, the managing agent, and the affected Unit Owners (as the case may be) harmless from and against all costs resulting from, arising out of, or in any way connected to such exercise; and

Notwithstanding anything to the contrary in the Condominium Documents, in the case of an emergency, the right of access or work in question shall require only such notice, if any, as may be practicable under the circumstances prior to exercising such right of access or easement or performing such work, and the same may be exercised or performed whether or not the Unit Owner or any other Occupant or Person is present.

Schedule E KL3 297 4854.11 317

EXHIBIT "7"

CONDOMINIUM BY-LAWS 318 319

BY-LAWS

OF

THE NOMA 320 321

Table of Contents

ARTICLE 1 GENERAL ...... ! 1.1 Purpose ...... 1 1.2 Applicability of By-Laws ...... 1 1.3 Principal Office of the Condominium ...... 1

ARTICLE 2 BOARD OF MANAGERS ...... 2 2.1 General Description of the Board ...... 2 2.2 Powers and Duties of Board ...... 3 2.3 Number and Terms of Office of Members of the Board ...... 9 2.4 Election of Board Members; Rights of Sponsor...... 9 2.5 Resignation and Removal ...... 11 2.6 Vacancies on Board ...... 11 2. 7 Organizational Meetings of Board ...... 11 2.8 Regular Meetings of Board ...... 12 2.9 Special Meetings of Board ...... 12 2.10 WaiverofNotice ...... 12 2.11 Determinations by Board; Ouorums ...... 12 2.12 Compensation ...... 13 2.13 Liability of Board and Unit Owners ...... 13 2.14 Crime Insurance/Fidelity Bonds ...... 14 2.15 Committees ...... 14 2.16 Status of Board ...... 14 2.17 Incorporation and Organization of Board ...... 14 2.18 Board as Agent of Unit Owners ...... 14 2.19 Prohibited Transactions ...... 15 2.20 Principal Office of Board ...... 15

ARTICLE 3 UNIT OWNERS ...... 15 3 .1 Annual Meetings ...... 15 3.2 Place of Meetings ...... 16 3.3 Special Meetings ...... 16 3.4 Notice of Meetings and Actions Taken ...... 16 3.5 Lack of Ouorum ...... 16 3.6 Order of Business ...... 16 3.7 Title to Units ...... 17 3.8 Voting ...... 17 3.9 Majority of Unit Owners ...... 18 3.10 Ouorum ...... 18 3.11 Majority Vote ...... 18

ARTICLE 4 OFFICERS ...... 18 4.1 Designation ...... 18 4.2 Election of Officers ...... 18

- 1 - 322

Table of Contents (continued)

4.3 Resignation and Removal of Officers ...... 18 4.4 President ...... 19 4.5 Vice President ...... 19 4.6 Secretaryffreasurer ...... 19 4.7 Execution of Documents ...... 19 4.8 Compensation of Officers ...... 20 4.9 Liability of Officers ...... 20

ARTICLE 5 NOTICES ...... 20 5.1 Notices ...... 20 5.2 Waiver of Service of Notice ...... 21

ARTICLE 6 OPERATION OF THE CONDOMINIUM ...... 21 6.1 Determination of Common Expenses and Fixing of Common Charges ...... 21 6.2 Payment of Common Charges ...... 23 6.3 Default in Payment of Common Charges; Lien for Unpaid Common Charges; Other Remedies ...... 24 6.4 Insurance ...... 26 6.5 Repair or Reconstruction after Fire or Other Casualty ...... 28 6.6 Maintenance and Repairs ...... 29 6.7 Alterations of Units ...... 33 6.8 Alterations to Common Elements ...... 38 6.9 Use of Residential Units ...... 39 6.10 Licensing and Use of Storage Areas ...... 39 6.11 Use of Common Elements; Use of Adjacent Sidewalks ...... 40 6.12 Right of Access ...... 42 6.13 Residential Rules and Regulations ...... 42 6.14 Real Estate Taxes, Water Charges and Sewer Rents ...... 43 6.15 Electricity ...... 44 6.16 Gas ...... 44 6.17 Condenser Water ...... 44 6.18 Dispute as to Utility Charges ...... 44 6.19 Remedies for Violations of By-Laws or Residential Rules and Regulations by Unit Owners ...... 44 6.20 Use of Commercial Unit ...... 45

ARTICLE 7 MORTGAGES ...... 45 7.1 Notice to Board ...... 45 7 .2 Notice to Mortgagees of Default and Unpaid Common Charges ...... 45 7 .3 Performance by Permitted Mortgagees ...... 45 7 .4 Examination of Books ...... 46

- 11 - 323

Table of Contents (continued)

7 .5 Representatives of Mortgagees ...... 46 7 .6 Consent of Mortgagees ...... 46 7.7 Board Estoppel ...... 46

ARTICLE 8 SELLING, LEASING AND MORTGAGING OF UNITS ...... 47 8.1 Sales and Leases of Residential Units ...... 47 8.2 Consent of Unit Owners to Purchase or Lease of Units by Board ...... 50 8.3 No Severance of Ownership ...... 50 8.4 Release by Board of Right of First Refusal ...... 51 8.5 Certificate of Termination of Right of First Refusal ...... 51 8.6 Financing of Purchase, or Refinancing, of Units by Board ...... 51 8.7 Exceptions ...... 51 8.8 Gifts, Devises and Intestate Transfers ...... 52 8.9 Waiver of Right of Partition with Respect to Units Acquired on Behalf of Unit Owners as Tenants-in-Common ...... 52 8.10 Payment of Assessments ...... 52 8.11 Sales, Leases and Mortgages of the Commercial Unit...... 52 8.12 Mortgage ofUnits ...... 53

ARTICLE 9 CONDEMNATION ...... 53

ARTICLE 10 RECORDS AND AUDITS ...... 54 10.1 Records ...... 54 10.2 Audits ...... 54 10.3 Availability of Documents ...... 54

ARTICLE 11 ARBITRATION ...... 54 11.1 General Procedure ...... 54 11.2 Costs and Expenses ...... 55 11.3 Agreement by Parties ...... 55

ARTICLE 12 MISCELLANEOUS ...... 55 12.1 Consents ...... 55 12.2 Waiver ...... 55 12.3 Captions ...... 55 12.4 Conflict ...... 55 12.5 Certain References ...... 55 12.6 Severability ...... 56 12.7 Insurance Trustee ...... 56 12.8 Successors and Assigns ...... 56 12.9 Covenant of Further Assurances ...... 56 12.10 Mold ...... 57

- iii - 324

Table of Contents (continued)

ARTICLE 13 AMENDMENTS TO BY-LAWS ...... 57 13.1 Amendments by Unit Owners ...... 57 13.2 Amendments Affecting Sponsor or its Designee ...... 58 13.3 Amendments Affecting Permitted Mortgagees ...... 59 13.4 Amendments Affecting the Commercial Unit...... 59 13.5 Deemed Approval Provision ...... 59 13.6 Consents of Sponsor and/or the Commercial Unit Owner ...... 60

- IV - 325

BY-LAWS

OF

The NOMA

ARTICLE 1

GENERAL

1.1 Purpose. The purpose of these By-Laws (the "By-Laws") is to set forth the rules and procedures concerning the conduct of the affairs of The NOMA (the "Condominium"). The Condominium covers the property (the "Property") consisting of approximately 6,997 square feet of land (the "Land") which forms a part of Block 831, Lots _ - _ (f/k/a Lots _ and _ and prior to that Lot 78 on the Tax Map of the Borough of Manhattan, City, County and State of New York, the building and other improvements now or hereafter constructed thereon or therein, as the case may be (hereinafter collectively called the "Building"), including, without limitation, the Units, the Common Elements, and all easements, rights and appurtenances belonging thereto, and all other property, real, personal or mixed, intended for use in connection therewith; the Condominium and these By-Laws shall be subject to the provisions of a Declaration (which, as the same may be amended from time to time, is herein called the "Declaration"), which will be recorded in the New York County office of the Register of the City of New York (the "Register's Office"), together with these By-Laws. All terms used herein which are not separately defined herein shall have the meanings given to those terms in the Declaration.

1.2 Applicability of By-Laws. These By-Laws are applicable to the Property and to the use and occupancy thereof. All present and future Unit Owners, mortgagees, lessees, sublessees and occupants of Units and their respective employees, invitees and guests, as well as all other persons who may use the facilities located on, or forming a part of, the Property, are and shall be subject to the Declaration, these By-Laws and the Residential Rules and Regulations ( as hereinafter defined). The acceptance of a deed or conveyance, or the succeeding to title to, or the execution of a lease, sublease or license for, or the act of occupancy of, all or any portion of a Unit shall constitute an agreement that the provisions of these By-Laws, the Residential Rules and Regulations and the Declaration, as the same may be amended from time to time, are accepted, ratified, and will be complied with.

1.3 Principal Office of the Condominium. The principal office of the Condominium shall be located either within the Property or at such other place in the Borough of Manhattan as may be designated from time to time by the Board (as hereinafter defined).

1.3.1 The Residential Unit Owners shall have, entirely in their own right, in their own name and on its own behalf, all rights, powers and privileges of: (a) the Residential Unit Owners (individually and collectively), and (b) the members of the Board otherwise elected and/or designated by the Residential Unit Owners, 326

1.3.2 The Residential Unit Owner shall have and discharge, entirely in its own right, in its own name and on its own behalf, all duties and obligations of the Residential Unit Owners (including Sponsor), subject to the remaining terms of this Section 1.4.

1.3.3 Without limitation, in furtherance of the foregoing: (a) the Residential Unit Owners shall have the right at all times to designate five members and all officers of the Board (as described in Articles 2 and 3 below); and (b) the Board members selected by the Residential Unit Owners may appoint a managing agent for the Condominium and there shall be no prohibition or limitation with respect to any management or other services provided to the Residential Units or Residential Section by entities affiliated with the Sponsor. As used in the Condominium Documents, "Unsold Residential Unit" means any Residential Unit owned or retained, by way of lease or any other arrangement by which management and/or financial responsibility is retained, by Sponsor or its designees as the holder of one or more of such Unit(s); any such Unit that is acquired, individually or collectively, by a principal of Sponsor or a group of which Sponsor or one or more of its/their principals is a member; or a Residential Unit that is acquired, individually or collectively, by either the holder of a Permitted Mortgage given by Sponsor or the designee of a holder of such a Permitted Mortgage.

ARTICLE2

BOARD OF MANAGERS

2.1 General Description of the Board.

2.1.1 As more particularly set forth in Section 2.2, the affairs of the Condominium shall be governed by a board of managers of the Condominium (the "Board"). The Board shall consist of six (6) persons.

2.1.2 Each member of the Board, except for the First Board (as hereinafter defined), as provided in Section 2.3 and except as otherwise provided herein, shall be elected at an annual meeting of the Unit Owners and shall serve until the expiration of their term in office on the next regularly scheduled annual meeting thereafter. Notwithstanding the expiration of the term of office of a member of the Board, each member shall serve until a successor for such member has been elected and qualified.

2.1.3 Except for any Member designated by Sponsor or its designee or the Commercial Unit Owner, all members of the Board must be: (i) individual Unit Owners or Permitted Mortgagees (as hereinafter defined) of Units; (ii) partners or employees of a partnership owning, or holding a mortgage encumbering a Unit; (iii) officers, directors, stockholders or employees of corporate owners or corporate Permitted Mortgagees of Units; (iv) members, managers or employees of a limited liability company owning or holding a Permitted Mortgage; (v) fiduciaries or beneficiaries who are Unit Owners or Permitted Mortgagees of Units (or directors, officers, stockholders or employees of corporate fiduciaries or partners or employees of partnership fiduciaries); (vi) adult family members (as defined in Section 8.7) or spouses of any of the foregoing individuals; or (vii) individuals designated by a sovereign government, consulate or other similar entity that is a Unit Owner or a Permitted Mortgagee of a Unit. Other than Board members designated by Sponsor or its designee, no Board member shall

- 2 - 327 continue to serve after he or she ceases to be qualified as set forth above. As used herein, the term "Permitted Mortgagee" means the holder of any mortgage ("Permitted Mortgage") of a Unit or Units which is permitted to be placed thereon in accordance with these By-Laws.

2.1.4 In no event shall any Unit Owner (or its proxy) or another interested party be eligible for election to the Board, and any such Unit Owner (or its proxy) or other party may be removed as a Board member by a majority vote of the other Board members, if such Unit Owner is then in arrears, beyond any applicable grace period, in the payment of Common Charges or any other amounts required by the Board to be paid. In addition, no member of the Board (or his or her proxy) may continue to participate as a member thereof after the Board has perfected a lien against his or her Unit, for so long as such lien remains unsatisfied.

2.2 Powers and Duties of Board.

2.2.1 The Board shall have the powers and duties necessary for or incidental to the administration of the affairs of the Condominium (except such powers and duties which by law, the Declaration or these By-Laws may not be delegated to the Board by the Unit Owners).

2.2.2 Subject to the provisions of subsection 2.2.1 hereof and the remaining provisions of the Condominium Documents, and without limiting the generality thereof, ( and in addition to all other powers and duties granted to the Board by law, the Declaration or these By- Laws) the Board shall be entitled to make determinations with respect to all matters relating to the operation and the affairs of the Condominium, including, without limitation, the following:

(a) Operation, care, upkeep, maintenance, repair, restoration, addition and improvement to, and alteration and replacement of the Common Elements, in the condition and otherwise in such a manner that maintains standards of quality, service and appearance which are appropriate for a luxury condominium.

(b) The amount of Common Charges and any assessments.

(c) Collection of Common Charges and any assessments from Unit Owners.

(d) Employment and dismissal of the personnel necessary for the maintenance and operation of the Common Elements, and the provision of the Building services.

(e) Adoption of, and amendments and additions to, the Residential Rules and Regulations (as such term is hereinafter defined).

(f) Purchasing, leasing and otherwise acquiring, in the name of the Board or its designee, on behalf of all Unit Owners, those Units offered for sale or lease by, or Units surrendered by, the owners of such Units to the Board, or those Units with respect to which liens for real estate taxes are being sold.

(g) Purchasing Units at foreclosure or other similar sales (including, without limitation, in connection with the enforcement of the Board's lien for unpaid Common Charges), in the name of the Board or its designee, on behalf of all Unit Owners.

- 3 - 328

(h) Selling, leasing, mortgaging, refinancing and otherwise dealing with (but not voting the interests appurtenant to) Units acquired by, and subleasing Units leased by, the Board or its designee, on behalf of all Unit Owners [and subject to the rights of Sponsor with respect to same, preparing, executing and administering Storage Licenses and assignments and assumptions thereof].

(i) Making repairs, restorations, additions and improvement to, and alterations and replacements of, the Common Elements.

(j) Making repairs, restorations, additions and improvements to, and alterations and replacements of, the Property or parts thereof damaged or destroyed by fire or other casualty or necessitated as a result of condemnation or eminent domain proceedings, all in accordance with the terms of these By-Laws.

(k) Enforcing obligations of Unit Owners.

(1) Levying fines against Unit Owners for violations of the Residential Rules and Regulations (which fines shall constitute Common Charges payable by the Unit Owners against whom they are levied); provided, however, that no fine for any single infraction shall exceed $250, subject to biannual increases based upon the CPI Increase Factor in effect as of the date of the First Closing (but every day that an infraction continues shall be considered a separate infraction subject to fine).

(m) Maintaining bank accounts on behalf of the Condominium (with respect to matters within its jurisdiction as provided in these By-Laws) and designating the signatories required therefor.

(n) Adjusting and settling insurance claims (and executing and delivering releases in connection therewith), if the loss is to be adjusted by the Board, as provided in Article 6 hereof.

(o) Borrowing money, at any time, on behalf of the Condominium when required in connection with the operation, care, upkeep and maintenance of, or the making of repairs, replacements, restorations, additions or improvements to, or alterations or replacements of, the General Common Elements or Residential Common Elements (and/or Residential Limited Common Elements); provided, however, that: (A) except as provided in Section 8.6, the consent of at least sixty-six and two-thirds (66-2/3%) percent in common interest of all Unit Owners or all Residential Unit Owners, as the case may be, shall be required for any borrowings for such purposes with respect to the General Common Elements or Residential Common Elements (and/or Residential Limited Common Elements), respectively, if such borrowings are in excess of $100,000 (subject to increase by the CPI Increase Factor) in total any one fiscal year or $250,000 (subject to increase by the CPI Increase Factor) in the aggregate (including borrowings from prior period) at any one time; and (B) no lien to secure repayment of any sum borrowed may be created on any Unit or its appurtenant interest in the Common Elements (except to the extent permitted by applicable law) without the prior written consent of the owner of such Unit; and (C) no Unit Owner other than the Residential Unit Owners shall be liable for the repayment of any such borrowing with respect to the Residential Common Elements (and/or Residential

- 4 - 329

Limited Common Elements), and the loan documentation in either case shall so provide. In addition to the debt described above, the Board, without approval of the Unit Owners may, at any time, incur, or refinance, debt from time to time secured by a lien on the Resident Manager's Unit or any other Unit acquired by the Board pursuant to the Declaration and/or By-Laws; provided, however, that no such financing or refinancing may be secured by an encumbrance or hypothecation of any portion of the Property other than the Unit to be purchased together with its appurtenant interest in the Common Elements. If any sum borrowed by the Board pursuant to the authority contained in this subparagraph 2.2.2(o) is not repaid by the Board, a Unit Owner who pays to the creditor such proportion thereof as his or her interest in the Common Elements bears to the interest of either all Unit Owners or all Residential Unit Owners (depending on whether the borrowing was made on behalf of all Unit Owners or only the Residential Unit Owners, respectively), in the Common Elements shall be entitled to obtain from the creditor a release of any judgment or other lien which said creditor has filed or has the right to file against such Unit Owner's Unit and all loan documentation entered into by or on behalf of the Board shall specifically so provide (and in the case of any borrowing with respect solely to the Residential Common Elements and/or the Residential Limited Common Elements, the loan documentation entered into by or on behalf of the Board shall specifically provide that the Commercial Unit Owner shall have no liability therefor). The dollar amounts set forth in this subsection 2.2.2( o ), and all other dollar amounts referenced elsewhere in these By-Laws, shall be adjusted to reflect any increase in the cost of living, as reflected by an increase in the CPI Increase Factor.

(p) Organizing corporations, limited liability companies and/or other entities to act as designees of the Board with respect to such matters as the Board may determine, including, without limitation, in connection with the acquisition of title to, or the leasing or subleasing of, Units acquired or leased by the Board on behalf of the Unit Owners.

(q) Execution, acknowledgment and delivery of, without limitation: (i) any consent, agreement, document, covenant, restriction, easement, declaration or other instrument, or any amendment thereto, affecting the Property or the Condominium which the Board deems necessary or appropriate to comply with the Legal Requirements applicable to the maintenance, demolition, construction, alteration, repair or restoration of the Property or the Condominium; or (ii) any consent, agreement, document, covenant, restriction, easement, declaration or other instrument, or any amendment thereto, affecting (x) the Property or the Condominium which the Board deems necessary or appropriate, or (y) a Unit, if the owner of such Unit requests, or under the Declaration or these By-Laws is required to request, that the Board take such action, and (except as otherwise provided in the Declaration or these By-Laws) the Board determines that taking such action is appropriate.

(r) Execution, acknowledgment and delivery of any documents or other instruments necessary to commence, pursue, compromise or settle certiorari proceedings to obtain reduced real estate tax assessments, or in connection with any real estate tax exemption or abatement, with respect to: (i) all Residential Units for the benefit and on behalf of the Residential Unit Owners and (ii) the Commercial Unit, for the benefit of the respective Owners thereof, but only to the extent requested and authorized to do so, in writing, by the respective Owners of such Commercial Unit(s); and provided, in each case, that all such Unit Owners

- 5 - 330 indemnify the Board from and against all claims, costs and expenses (including, without limitation, reasonable attorneys' fees) resulting from such proceedings.

( s) Commencing, prosecuting and settling litigation.

(t) Obtaining and reviewing insurance for the Property, including the Units, pursuant to the provisions of Section 6.4.

(u) Imposition, increase, decrease or elimination of move-in fees and charges, and transfer fees and/or "flip taxes" payable to the Managing Agent and/or the Condominium, in connection with the sale or lease of a Residential Unit, provided that no such fees or charges or any other conditions of transfer or lease may be imposed upon Sponsor or its designee (or the Commercial Unit Owner) or any Units bought, sold or leased by the Board.

(v) Establishing, changing and otherwise making determinations with respect to reserves, including, without limitation, a general operating reserve or a reserve for working capital or for replacements with respect to the Common Elements.

(w) To the extent required to effectuate the rights granted to a Development Rights Owner, entering into, in its capacity as the Board, the following documents: a Zoning Lot Declaration merging the Property with other property to form a merged zoning lot and/or any declaration or other instruments necessary to acquire, purchase, allocate, sell or dispose of any Development Rights by the Development Rights Owner.

2.2.3 Subject to the terms and conditions in these By-Laws or in the Declaration, the Commercial Unit Owner shall be entitled to make determinations with respect to the following matters:

(a) Operation, care, upkeep, maintenance, repatr and replacement of its Commercial Unit.

(b) Employment and dismissal of personnel necessary for the maintenance and operation of the Commercial Unit.

(c) Leasing or granting consent with respect to the sublease of all or any portion of the Commercial Unit, or the use thereof by persons or for purposes otherwise permitted and the granting of other consents as in these By-Laws provided, except that the Commercial Unit shall be used only for lawful purposes (and in no event for the Prohibited Uses), and provided that the Unit Owner of the Commercial Unit (and any lessee, sublessee and occupant) complies with any other restrictions with respect to the Commercial Unit set forth in the Condominium Documents.

(d) Making repairs, restorations, additions and improvements to, or alterations of, the Commercial Unit, provided such repairs, restorations, additions, improvements and alterations comply with (i) all applicable Legal Requirements, (ii) any other restriction set forth in the Declaration or these By-Laws and (iii) do not significantly and adversely affect all or any portion of the Building outside the Commercial Unit (including, without limitation, any building systems outside of the Commercial Unit).

- 6 - 331

(e) Making repairs to and restoration of its Commercial Unit, or parts thereof, damaged or destroyed by fire or other casualty or necessitated as a result of condemnation or eminent domain proceedings, provided such repairs and restorations (i) comply with all applicable Legal Requirements, (ii) any other restriction set forth in the Declaration or these By- Laws and (iii) do not materially adversely affect all or any portion of the Building outside the Commercial Unit (including, without limitation, any building systems outside of the Commercial Unit). The Commercial Unit Owner shall have the sole right and obligation to negotiate and adjust any casualty insurance or condemnation claim, and receive the proceeds of same, to the extent such casualty or condemnation, as the case may be, affects only the Commercial Unit (i.e., does not also affect any other Unit or Common Element).

(f) Adjusting and settling insurance claims (and executing and delivering releases in connection therewith) if the loss involves only its Commercial Unit, as set forth in Section 6.4.

(g) Borrowing money when required in connection with the operation, care, upkeep and maintenance of, or the making of repairs, replacements, restorations or additions to or alterations of, its Commercial Unit, or otherwise in connection with any permitted action or activity of such Commercial Unit Owner; provided, however; that (i) no lien to secure repayment of any sum borrowed may be created on any other Unit or its appurtenant interests in the Common Elements without the consent of the owner of such other Unit, and (ii) Unit Owners other than such Commercial Unit Owner will not be liable for repayment of any portion of any such loan, unless they otherwise agree in writing.

(h) Execution, acknowledgement and delivery of (i) any declaration or other instrument affecting only the Commercial Unit which the Unit Owner thereof deems necessary or appropriate to comply with any law, ordinance, regulation, zoning resolution or requirement of the Department of Buildings, the City Planning Commission or any other public authority or agency, applicable to the maintenance, demolition, construction, alteration, repair or restoration of its Commercial Unit, or (ii) any consent, covenant, restriction, easement or declaration affecting only its Commercial Unit which the Unit Owner thereof deems necessary or appropriate. The provisions of this subparagraph 2.2.3(h) are subject to the provisions of Articles 10 and 19 of the Declaration.

(i) Execution, acknowledgement and delivery of any documents or other instruments necessary to commence, pursue, compromise or settle certiorari proceedings to obtain a reduced real estate tax assessment solely with respect to its Commercial Unit.

2.2.4 Any action required or permitted to be taken pursuant to the provisions of these By-Laws or the Declaration by the Board shall be done or performed by the Board or shall be done on its behalf and at its direction by the agents, employees or designees of the Board, and the Board may employ one or more managing agents and/or managers (individually and/or collectively, the "Managing Agent"), at a compensation established by the Board, to perform such duties and services as the Board shall authorize. The Board may delegate to such Managing Agent or manager any powers granted to the Board by these By-Laws (subject to the limitations on such powers set forth in the Condominium Documents such that the managing agent shall not

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exceed the Board's own powers), except the powers set forth in subparagraphs 2.2.2(b), (e), (t), (g), (h) (k), (1), and (n) through (w).

2.2.5 Notwithstanding anything to the contrary contained in these By-Laws, (including, without limitation, in Section 2.2.2 above) for a period (the "Sponsor Control Period") which shall end upon the later to occur of: (a) the fifth anniversary of the First Closing of title to any Residential Unit, by Sponsor, pursuant to a condominium unit purchase and sale agreement as may be set forth in an offering plan for the sale of Residential Units at the Condominium filed or to be filed with the New York State Department of Law (as the same may be filed by Sponsor and amended from time to time, the "Offering Plan" or "Plan"); or (b) the closing of title by Sponsor to Residential Units representing more than 90% in number and in aggregate Common Interests of all Residential Units, the Board may not, without the prior written consent of Sponsor: (i) make any addition, alteration or improvement to the Common Elements or any Residential Unit (unless required by any applicable laws, statutes and ordinances, including, without limitation, environmental laws, and all building codes and zoning ordinances) and the orders, rules, regulations, directives, binding resolutions and requirements of all governmental authorities (including, without limitation, the New York City Department of Buildings, the City Planning Commission, the boards of fire underwriters or any public authority or agency having jurisdiction), whether in force as of the date hereof or hereafter, which are or become, or purport to be, applicable to the Property or any part thereof and/or the sidewalks, alleyways, passageways, curbs and vaults adjoining the Property or any part thereof, or to the use or manner of use of the Property by the owners, tenants or occupants thereof ("Legal Requirements"); (ii) assess any Common Charges for the creation of, addition to or replacement of all or any reserve, contingency or surplus fund; (iii) increase or decrease the number of, or change the kind of, employees initially hired for the Building, as may be provided for in Schedule B - "Projected Budget for First Year of Condominium Operation" to be set forth in the Plan; (iv) enter into any service or maintenance contract for work not covered by contracts in existence on the date of the First Closing or otherwise provide services in excess of those to be referred to in the Plan, except as is required to reflect normal annual increases in operating services; (v) borrow money on behalf of the Condominium (other than the indebtedness in connection with the Resident Manager's Unit (as defined below), or unless any such borrowing is approved by the owners of Units representing at least sixty percent (60%) both in number and aggregate Common Interests of all Units); or (vi) exercise any right of first refusal to lease or purchase a Residential Unit. However, the Board may perform any function or take any actions enumerated in subsections (i) through (v) hereinabove, without the consent of Sponsor if, and only if, the performance of such function or the carrying out of such action is necessary, and no other alternative is available, either to enable the Board to comply with any Legal Requirements, or to remedy any notice of violation entered against the Condominium, or to comply with any proper work order by an insurer of the Building, or for the health and safety (but not the general comfort or welfare) of the occupants of the Building. Sponsor may not exercise veto power over expenses described in any such Schedule B, or over expenses required to comply with any Legal Requirements applicable to the Building, or to remedy any notice of violation entered against the Building or to comply with any proper work order by an insurer of the Building. Sponsor may, however, exercise veto power over expenses other than those described in the preceding sentence, to the extent provided in the Plan, for a period ending not more than five (5) years after the First Closing or whenever the Unsold Residential Units constitute less than twenty-five percent (25%) of the Common Interest, whichever is sooner.

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2.2.6 At the reasonable request of the Commercial Unit Owner, the Board shall take commercially reasonable action to enforce violations of the Condominium Documents in, on or about or with respect to the use of any Units or Common Elements which adversely affect the use and enjoyment of the Commercial Unit.

2.3 Number and Terms of Office of Members of the Board.

2.3.1 The Board shall consist of six (6) persons: (i) five (5) members elected by the Residential Unit Owners (including Sponsor), subject to subsection 2.4.3 below, and (ii) one (1) member designated by the Commercial Unit Owner. The Commercial Unit Owner shall at all times have the right to designate such one ( 1) Board member as aforesaid and shall not otherwise have the right to vote for or elect Board members. The Board may not be expanded beyond six (6) members without the prior consent of Sponsor (for so long as Sponsor is entitled to designate at least one Member, as provided for in subsection 2.4.3 hereof ) and the Commercial Unit Owner. Prior to the First Annual Meeting, Sponsor shall designate five (5) of the six members of the Board (or, at Sponsor's election, fewer than five persons but any such fewer number of persons designated by Sponsor shall at all times have the right to cast in the aggregate five votes at any meeting of the Board) and the Commercial Unit Owner shall designate one (1) of the six members of such Board and such Board members shall serve as the "First Board" until the First Annual Meeting.

2.3.2 In accordance with the provisions of and within the time periods set forth in Section 3.1 (and subject to such Section), the First Board shall cause the President of the Condominium to call the First Annual Meeting of Unit Owners. The term of office of the members of the First Board so designated by Sponsor and the Commercial Unit Owner shall expire when the six (6) members to be elected and/or designated at the First Annual Meeting are so elected or designated, as the case may be, and qualified.

2.3.3 The term of office of all members of the Board shall be one (1) year, except for the First Board as set forth in the last sentence of Section 2.3.1 above. At each annual meeting of Unit Owners subsequent to the First Annual Meeting, the Residential Unit Owners (including Sponsor) shall elect, subject to subsection 2.4.3 below (or in the case of the Commercial Unit Owner(s), designate), as the case may be, pursuant to the terms of Section 2.4 hereof, Board members to replace the Board members whose terms of office are then expiring, each to serve a term of office fixed at one (1) year. Notwithstanding the expiration of the term of office of a member of the Board or anything contained herein to the contrary, each member of the Board shall serve until his or her successor shall be elected and qualified. There shall be no limit on the number of terms of office, successive or otherwise, that a member of the Board (including any Member designated by Sponsor, or its designee, or the Commercial Unit Owner) may serve until his or her successor shall be elected and qualified.

2.4 Election of Board Members; Rights of Sponsor.

2.4.1 Subject to the terms of subsections 2.4.2, 2.4.3 and 2.4.4, all Members of the Board who are to be elected shall be determined by plurality of the votes cast by the Residential Unit Owners (including Sponsor or its designee, for so long as Sponsor or such

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