197 QUINCY STREET

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........................... 92 XX. OPINION OF COUNSEL...................................................................................... 95 XXI. RESERVE FUND .................................................................................................100 XXII. WORKING CAPITAL .......................................................................................... 101 XXIII. MANAGEMENT AGREEMENT, CONTRACTS AND LEASES ...................... 103 XXIV. IDENTITY OF PARTIES.................................................................................... 105 XXV. RESERVATION OF AIR RIGHTS .................................................................... 107 XXVI. REPORTS TO UNIT OWNERS ......................................................................... 108 XXVII. DOCUMENTS ON FILE ............................................................................................. 109 XXVIII. GENERAL ......................................................................

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those areas. See See Section I, “Introduction” , Section IV, “Offering P rices and Related Information” and See Part II, “Floor Plans”. 12) A reserve fund is provided for in th e Budget. The New York City R eserve Fund Law restricts the use of the reserve fund t o c apital i mprovements. This fund is for the repair, replacement or other capital items that may have to be obtained by the Condominium without the necessity of resorting to a special assessment to unit owners. Sponsor anticipates that the reserve fund will be sufficient to cover the cost of capital replacements within five years after the first closing. See Section V, Schedule B and Section XXI, “Reserve Fund”. 13) All funds recei ved by the Sponsor fo r upgrades or extras must initially be placed in the escrow account. Such funds may be released from the escrow account by the escrow agent as long as the Sponsor uses the funds fo r such upgr ades or extras. As a result, in the event the

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itled “Control By Sponsor”). 20) Adjustments for prepaid expenses between the Sponso r and the Board of Managers may be dedu cted only from th e working capital fund. Net adjustments for prepaid expenses, if in favor of the Sponsor, ar e to b e paid from the working capital fund. There will be a min imum working capital fu nd totaling the aggr egate of 2 months of common charges regardless of the amount of adjustments. In the event that the Working Capital Fund is not sufficient to cover any adjustment in favor of the Sponsor, common charges will be incr eased to cover any such shortfall. See Section XXII, “Working Capital Fund”. 21) The use of the Units is for single family residence and home office as permitted by law. See Part II, "By-Laws". 22) The cellar area, storage rooms, balconies and terrace s are not to b e u sed f or habitable space as defined by the NYS Building Co de or rented independently. Further, a ccessory rooms in the cellar, i ncluding

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aintenance, replacement, restoration, and operation of , and a ny a lteration, add ition, or improvement to, the general operating reserv e fund for working capital, for repl acements with 10

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to, the R esidential Common Elements and/or the L imited Residential Common Elements; or (ii) the establishment and/ or maintenance of an operating reserve fund for working capital, for replac ements with respect to the Residenti al Comm on Elements and/or Limited 12

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during any such delay period, the Sponsor will timely pay all expenses of the Condominium, including but not limited to insurance premiums and any reserve fund payments required by lenders and such expenses shall not include individual unit owner expenses such as real estate taxes, utility charges, etc.; (v) upon the commencement of the collection of Common Charges, there will n ot be an assessment for any item se t forth in the approved budget for the Condominium; and (vi) the Sponsor shall remain obligated to update the budget for the Condominium. 8. This figure is the estimated real estate tax shown annua lly. After the Condomi nium is divided into individual tax lots, each Unit will be taxed as a separate tax lot and each Unit Owner will be responsible only for the real estate tax of his or her Unit and not for any lien arising out of the non-payment of real estate taxes by other Units. Real estate tax estimates are based upon annual tax estimates for the entire prop

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.................$1,900.00 Contingency Fund (see note 11) ............................................................................$1,200.00 Reserve Fund (see note 12) ....................................................................................$2,800.00 TOTAL ............................................................................................................................$27,584.09 In the event the estimated first year differs from the actual commencement of the budget year by six (6) months or more, Sponsor will amend the plan to include a revised budget. See explanatory notes. If the amended budget exceeds this budget by 25% or more, the Sponsor will offer all purchasers the right to rescind the purchase agreement. Purchasers in contract shall have fifteen (15) days after the date of presentation of the notice to purchasers to exercise the right to rescind the Purc hase Agreement , whether or n ot Sponsor offe rs to guar antee the previous budget

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r major capital repairs or replacement items likely to be needed within the first five years of Condominium operation. Sponsor anticipates that the reserve fund will be sufficient to cover the cost of capital replacements within five years after the first closing. The difference between the reserve fund and the contingency fund is that the reserve fund is to be used only for capital expenditures (such as roof replacement or other major repairs) while the contingency fund may be used for day to day items required to operate the condominium. See Section XXI, “Reserve Fund.” The Sponso r anticipates that th e first closing of a unit will occu r by January 1, 2022. Purchasers will be offered a right of rescission if: (i) the actual date of closing of title to the first unit; or (ii) the projected da te of closing of title to the first un it occurs later than December 31, 2022, twelve months after the projected date for the first closing. If the Plan is amended to provide for a

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mmon Charges are to be paid to the Condominium as an initial working capital contribution. While Sponsor is in control of the Board of Managers the working capital fund will not be used to reduce the Common Charges. If any portion of the working capital fund is used during this period to pay for items in the budget set forth as Schedule B, such amounts will be repaid to such fund out of Common Charges collected. When completely funded, after all closing s, the Working Capital fund will contain two months aggregate Common Charges. T he purpose of this fund is to pr ovide for una nticipated expenses that may arise in the day to day ma nagement of the Condominium f rom time to time without the necessity of resorting to a special assessment to unit owners. While the exact nature of unanticipated expenses cannot be defined , this contin gency may be used to offset the cos ts of insurance deductibles on claims, to provide for additional management or maintenance services or

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tax ..................................................................................$18,863.08 Mansion tax……………………………………………………………………….$13,237.25 Working capital approx. (2 mo. Common Charges) ..............................................$1,039.56 Sponsor’s attorney fee............................................................................................$3,000.00 Creation costs .........................................................................................................$2,000.00 TOTAL ................................................................................................................$71,205.49 In the event that a Purchaser chooses to purchase title insurance at the Closing, Purchaser must obtain a commitment to issue title insurance in the form of a title report from a title insurance company licensed to do business in the State of New York. Such report is to be delivered to Sponsor’s attorney at least 30 days before Closing. Sponsor must

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SECTION XXI. RESERVE FUND This Condominium shall maintain a reserve fund. The New York City Reserve Fund Law restricts the use of the reserve fund to capital improvements. As set forth in the First-Year Budget in Section V of this Plan, the reserve fund will be funded by each Unit Owner as part of the monthly Common Charges. The amount collected each year shall be at least 10% of the yearly budget for the year prior. This amount will be placed on deposit in order to provide for major capital repairs or replacement items likely to be needed within the first five years of Condominium operation. Sponsor does not anticipate that any such repairs will be required. Sponsor anticipates that the reserve fund will be sufficient to cover the cost of capital replacements within five years after the first closing. This fund may not be used to fund the day to day operations of the Condominium. For the first year of operation, the sum of $2,800.00 has been budgeted towards the res

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SECTION XXII. WORKING CAPITAL FUND At the time of the closing of title to each Unit to a bona fide Purchaser, such Purchaser shall pay a sum equal to two months Common Charges to the Board of Managers for its working capital (the Working Capital Fund). For such period as Sponsor retains control of the Board of Managers, the Working Capital Fund shall not be used to reduce estimated Common Charges, At the First Unit Closing, Sponsor will apportion with the Board, to the extent applicable to the Condominium, the following items as of midnight of the date preceding said Closing: 1. Employees’ wages, vacation and severance pay, pension and welfare benefits and accruals, uniforms and all other payments or obligations relative to the employees of the Building; 2. Deposits with utility companies, if any, and fees for assignable permits and licenses, if any; 3. Charges for electricity and other utilities for the General Common Elements and the Limited Common El

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The Board will be able to utilize the money in the Working Capital Fund at any time and, accordingly, no representation or warranty can be made a nd no assurance can be given as to the exact amount of funds available at any specific time. Within three months from the end of the first year of operation of the Condominium, Sponsor shall deliver to the Condominium Board a statement certifying in reasonable detail as to any changes in the amount of the Working Capital Fund which occurred since the first closing. NO REPRESENTATION OR WARRANTY IS MADE THAT THE WORKING CAPITAL FUND WILL BE, OR IS INTENDED TO BE, ADEQUATE TO COVER CURRENT OR FUTURE EXPENSES, FOR THE FIRS T, OR S UBSEQUENT, YEAR OF THE CONDOMINIUM’S OPERATION. NEITHER THE DEPARTMENT OF LAW NOR ANY OTHER GOVERNMENT AGENCY HAS PASSED UPON THE ADEQUACY OF THE WORKING CAPITAL FUND. 102

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power of attorney in favor of the Board of Managers; (ii) an amount equal to two month’s Common Charges representing Purchaser’s share of initial working capital for the Condominium; (iii) Sponsor’s attorney fee in the amount of $3,000.00; and (iv) the closing fees described in the section entitled Closing Costs and Adjustments in the Plan. If the closing takes place at a location other than in the Sponsor’s counsel’s office, the Purchaser will be required to pay to Sponsor’s counsel an additional fee of $500.00 and $250.00 if the closing is held remotely. Purchaser will not be charged any fee for a remote closing if Sponsor 118

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deletion which shall adversely affect the lien or any mortgage (including, but not limited to, changes with respe ct to voting, assessments, liens, reserve fund, repair and replacement of common elements, insurance, rights to use common elements, maintenance and repair, imposition of right of first refusal, establishment of self - management) may be made without the written consent of the First Mortgagees, if any, of each of the same Units; b) No amendment which shall change the percentage of Common Interests allocated to any Unit or Units may be made without the written consent of such Owner and the First Mortgagees, if any, of each of the same Units; c) No amendment, modification, addition or deletion of or to this Declaration will be effective in any respect against the Sponsor, its designee, or any Unsold Unit until the Sponsor or such designee shall consent thereto in writing. d) No amendment, modification, addition or deletion of or to this Declaration which wo

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ts, to apply same as a credit against Common Charges on a pro rata basis for all Unit Owners who have contributed to such fund; q. To receive any reserve fund and to hold and use such Reserve Fund exclusively for making capital repairs, replacements, and improvements necessary for the health and s afety of residents of the Building; r. To requir e that all officers and employ ees of the Condomini um handling or responsible for Condominium Funds shall furnish adequate fidelity bonds. The premium on such bonds shall be a common expense. Section 3. Nomination and Election: The Managers shall be elected for a term of one year at the Annual Meeting of Unit Owners or at a Special Meeting called for that purpose as provided by law. Each Unit shall be entitled to cast one vote for each .01% of Common Interest in the Condominium appurtenant to the Unit, which may be cast all for one n ominated Manager, or divided among any number of candidates. Their term of office shal

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nt as the Bo ard of Ma nagers may deem proper for the operation and maintenance of the Common Elements including, without limitation, an amount for working capital of the Condominiu m, for a ge neral opera ting reserve, for a r eserve fund for replacements, and to make up any deficit in the common expenses for any prior year. The Common Expenses may also include such amounts as may be required for the purchase or lease of any Unit whose Owner has elected to sell or lease such Unit, or any Unit which is to be sold at a foreclosure or other judicial sale. The Board of Managers shall advise all Unit Owners promptly, in writing, of the amount of Common Charges and Expenses payable by each of them, respectively, as determined by the Board of Managers, as aforesaid, and shall furnish copies of each budget on which such Common Charges and Expenses are based, to all Unit Owners. Any dispute relating to the expenses to be borne by the Unit Owners shall be submitted to arbitration

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fund is for the repair, replacement or other capital items that may have to be obtained by the Condominium without the necessity of resorting to a special assessment to unit owners. Sponsor anticipates that the reserve fund will be sufficient to cover the cost of capital replacements within five years after the first closing. See Section V, Schedule B and Section XXI, “Reserve Fund”. 13) All funds recei ved by the Sponsor fo r upgrades or extras must initially be placed in the escrow account. Such funds may be released from the escrow account by the escrow agent as long as the Sponsor uses the funds fo r such upgr ades or extras. As a result, in the event the

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. The consequenc e of not obtaining such additional insurance is that in the event of any uncovered claim or damage the Board may need to assess a special assessment to the unit owners to be ab le to pay for the claim and or damage . Purchasers should no te that it is desirab le to obtain additional i nsurance at their own cost to cover such risks. See Schedule B in Section V entitled “Projected Budget”. 26) The Boa rd of M anagers of the Condominium does not have a right to approve or disapprove prospective purchasers. The Board does not have the right of first refusal to purchase a unit on behalf of the Condominium. See the section entitled “By-Laws” in Part II of the Plan. 27) All deposits, Down Payments, or advances made by purchasers prior to closing of each individual transaction, whether rece ived before or after the date of consummation of the plan, must be placed within five business days after the agreement is signed by all necessary parties, in

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ents. The consequence of not having such additional insurance is that in the event of any uncovered claim or damage th e Board may need to assess a special assessment to t he unit owners to be able to pay for the claim and or damage. In the event that additional insurance coverage is required by the Federal Housing Administration in order for it to insure or guarantee a mortgage on a Unit, th e Sponso r shall o btain such addit ional insurance so as to compl y with any such requirements. 8. The Board of Managers will manage the Condominium and will be r esponsible for the collection of common charges, payment of common expenses and maintaining the common areas of the Building. Once the Sponsor no longer owns any units, the Condominium Board may either self- manage the Condominium or retain an outside management company to manage the Condominium. Typically, the cost of a management company is approximately 4-6% of the gross common charges with a minimum of approximatel

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una nticipated expenses that may arise in the day to day ma nagement of the Condominium f rom time to time without the necessity of resorting to a special assessment to unit owners. While the exact nature of unanticipated expenses cannot be defined , this contin gency may be used to offset the cos ts of insurance deductibles on claims, to provide for additional management or maintenance services or improvements not otherwise classified in this budget. It will not be used to replace capital items. This Plan must state in two separate sections whether the Condominium will have funds for Working Capital. The other section is Section XXII, Working Capital Fund. 8. At closing, the purchaser must pay the Sponsor’s attorney fee in the amount of $3,000.00 to reimburse Sponsor for a portion of its legal fees incurred in connection with the closing of title of the Purchaser’s unit. If the closing takes place at a location other than in the Sponsor’s counsel’s office, the Purc

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escrow, the Board of Managers shall pay the difference and shall bill Unit Owners for their proportionate share of any necessary reimbursement, as a Special Assessment. Sponsor will remain liable for all real estate taxes attributable to Sponsor’s Units until Sponsor sells and conveys those Units. If any Unit Owner fails to pay a Unit’s pro rata share of real estate taxes when due, by Common Charge billing, special assessment billing, or both, the Board of Managers will have a lien on such Unit for non-payment thereof, as if such charges were Common Charges. If the actual taxes due for any period for which Sponsor collected escrows are lower than the amount collected and held in escrow, the Board of Managers shall pay the Unit Owners their proportionate share of any excess. If as of the date of closing, the units are not separately assessed and the unit owner is required to deposit moneys with the Board for the payment of real estate taxes, in addition to such deposit wi

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gents’ fees and commissions, engineers’ fees, appraisal and surveying fees and costs. f. Sponsor will pay all Common Charges, real estate taxes, Special Assessments and other expenses allocable to any Units owned by Sponsor, so long as Sponsor shall continue to own such Units. However, as set forth in this Of fering Plan, where Purchaser has caused an unautho rized delay in Closing, sponsor shall be entitled to reimbursement by Purchaser of real estate taxes and Common Charges during such unauthorized delay. Sponsor represents that it has sufficient financial resources to complete construction and to meet its obligations with respect to unsold units and will not require additional financing or the sale of any of the units to pay for same. Sponsor will fund its obligations to the Condominium for unsold units from its principals’ monetary contributions to Sponsor and from proceeds of the loan given to it by lender. As provided in Article VI Section 5 of the By-Laws, no b

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rior to o r simultaneously with the closing of any mortgage transac tion, the Unit Owner must satisfy all arrears for any unpaid Common Charges and Special Assessments owed by such Unit owner and discharge any liens therefor. Any first mortgagee who obtains title to a Unit pursuant to the remedies in the Mortgage or through foreclosure will not be liable for more than 6 months of the unit's unpaid regularly budgeted dues or charges accrued before the acquisition of the title to the unit by the mortgagee. 80

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5. Common Charges, Liens for Nonpayment of Common Charges Each Unit Owner shall have an obligation to pay Common Charges and Special Assessments when due. Except as set forth in the Notes to Schedule B and as otherwise provided in the By-Laws, Common Charge s for each U nit shall be de termined by multiplying that Un it’s p ercentage of Common Interest by the total annual net expenses incurred or anticipated to be incurred for those items listed in Schedule B he rein, together with the expense of any special repairs, major capital improvements or other expenses deemed by the Board of Managers to be a part of the Common Expenses an d to be paid as Common Cha rges, all i n a ccordance w ith the By-Laws of the Condominium. Common Charges will be established by the Board of Managers on an annual basis, at least, and be paid in equal monthly installments, due and payable on the first day of each month. The Board of Managers, in accordance with the By-Laws, may impose Sp

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at a later date or with respect to a subsequent failure to pay within the designated time. The failure to make prompt payment of Common Charges or Special Assessments when due shall subject the Un it Owner to a late charge as described in the By-Laws. Notwithstanding the foregoing, the Sponsor, any Sponsor-designee and any partner of any entity affiliated directly or indirectly with Sponsor shall not be subject to the late charge. The Sponsor will cause the Board of Managers to file a lien as provided for in Section 339-aa of the Real Property Law on Units in which Sponsor is more than 30 days in arrears of Common Charges while it is in control of the Board of Managers. No Unit Owner shall be liable for the payment of any part of the Common Charges assessed against his or her Unit subsequent to a sale, transfer, or other conveyance made by him or her of his or her Unit, with appurtenant Common Elements, in accordance with the Declaration and By-Laws. 6. Repairs, Ri

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er. The consequence of not obtaining such additional insurance is that in the event of any uncovered claim or damage the Board may need to assess a special assessment to the unit owners to be able to pay for the claim and or damage UNIT OWNERS SHOULD CON SULT THEIR I NSURANCE AGENT AS TO THE AVAILABILITY OF INSURANCE TO COVER ALL OF THE AFOREMENTIONED AND ANY ADDITIONAL COVERAGE WHICH MIGHT BE RECOMMENDED. In the event of a taking in condemnation or by eminent domain of part or all of the Common Elements, the award made for such taking shall be payable to the Board of Managers, if such award amounts to $250,000.00 or less, and to the Insurance Trustee if such award amounts to more than $250,000.00. If seventy-five (75%) percent or more of the Unit Owners duly and promptly approve the repair and restoration of such Common Elements, the Board of Managers or the In surance Trustee, as the case may be, shall arrange for the repair and restoration of such Common Elements,

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escrow, the Board of Managers shall pay the difference and shall bill Unit Owners for their proportionate share of any necessary reimbursement, as a Special Assessment. Sponsor will remain liable for all real estate taxes attributable to Sponsor’s Units until Sponsor sells and conveys those Units. If any Unit Owner fails to pay a Unit’s pro rata share of real estate taxes when due, by Common Charge billing, special assessment billing, or both, the Board of Managers will have a lien on such Unit for non-payment thereof, as if such charges were Common Charges. If the actual taxes due for any period for which Sponsor collected escrows are lower than the amount collected and held in escrow, the Board of Managers shall pay the Unit Owners their proportionate share of any excess. Real estate taxes for the Units will be assessed by the New York City Department of Finance. Sponsor anticipates that construction will be completed during the first year of operation. Based on the

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ded capital expenditures such as renewal or replacement of building components or systems or to remedy major building defects, the Board may make a special assessment on all unit owners or apply for an unsecured loan from a bank or another lender. While Sponsor is in control of the Board of Managers, the reserve fund or working capital fund may not be used to reduce projected common charges in the plan. Neither the Department of Law nor a ny other government age ncy has passed upon the adequacy of the fund. 100

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onsor sells and conveys those Units. If any Unit Owner fails to pay a Unit’s pro rata share of real estate taxes when due, by Common Charge billing, special assessment billing, or both, the Board of Managers will have a lien on such Unit for non-payment thereof, as if such charges were Common 120

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(“Common Charges”) to cover the cost of common expenses, payab le in advance. The Board of Managers may increase the month ly assessments or vote a special assessment in excess of that amount, if required, to meet any additional necessary expenses, but s aid inc reases ca n only be assessed among the U nit Owners pro rata according to the formula provided for herein except that with respect to special assessments and Common Charges that are imposed for matter pertaining only to the Residential Units and not the 208

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o Unit Owner shall he permitted to convey or lease his Unit unless he shall have paid in full to the Condominium Board all unpaid Common Charges and Special Assessments theretofore assessed against such Unit and shall have satisfied all unpaid liens, other than that of Permitted Mortgages, levied against such Unit provided that if a Unit Owner shall convey his Unit without having paid in full all such payments, the purchaser of such Unit shall be responsible for all such payments. (f) At the time of acquiring title to a Unit and as a condition thereof, the new Unit Owner shall duly execute, acknowledge and deliver to the representative of his or her title insurance company (or, if no such representative is present, to Sponsor or its designee, or, if Sponsor or its designee is not then the owner of any Unsold Unit, to the Condominium Board) for recording in the Register’s Office, the Unit Owner’s Power of Attorney required in Article 13 of the Declaration, in the form set for

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ed by the Title Company, State, County or municipality. 1. Approximately $215.00 recording fee for the deed, approximately $125.00 Real Property Transfer fee, and approximately $72.00 for recording the power of attorney. 2. In the event the purc haser shall obtain a purchase money mortgage, he shall pay at the closing of title the sum of the fo llowing costs: recording fees for the mortgage of approximately $250.00 and mortgage tax (subject to certain possible adjustments) of 1.8% of the principal amount of the mortgage for mortgage amounts under $500,000.00 and 1.925% of the principal amount of the mortgage for mortgage amounts greater than $500,000.00, mortgage title policy charges, lending institution's attorney's fees, origination fees, mortgage application fees, credit reporting fees and any other fees charged by the lending institution. 3. If applicable, a portion of the mortgage recording tax set forth above will be computed in accordance with Section 339-ee,