CERTIFICATION OF BUDGET EXPERT CONCERNING ADEQUACY OF COMMON CHARGES PAY ABLE BY THE NON-RESIDENTIAL UNIT OWNERS

Transcription

1 557 CERTIFICATION OF BUDGET EXPERT CONCERNING ADEQUACY OF COMMON CHARGES PAY ABLE BY THE NON-RESIDENTIAL UNIT OWNERS DOCX

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3 559 PEN MARK PROPERTY ADVISORS, LLC PART 20: CERTIFICATION BY EXPERT CONCERNING ADEQUACY OF COMMON CHARGES PAY ABLE BY THE COMMERCIAL UNIT OWNER(S) Septernber18,2015 New York State Department of Law Real Estate Finance Bureau 120 Broadway, 23rd Floor New Yor~ New York I 0271 Re: Condominium Offering Plan 11 l West 571h Street Condominium 111 West 5 7th Street New York, New York The sponsor of the condominium offering plan for the captioned property retained our firm to prepare Schedule B which includes projections of common charges payable by the owner of the commercial unit Penmark. Property Advisors, LLC is licensed as a real estate broker in the State of New York. The undersigned Manager of the company has been engaged in the management of Residential real estate for over 40 years and has managed over 200 cooperative and condominium buildings during that period and is still active in management. We understand that we are responsible for complying with Article 23-A of the General Business Law and the regulations promulgated by the Department of Law in Part 20 insofar as they are applicable to the commercial unit listed in Schedule B. We have reviewed Schedule B as it impacts upon the commercial unit and investigated the facts underlying it with due diligence in order to form a basis for this certification. We also have relied on our experience in managing residential buildings. We certify that the projections in Schedule B for the common charges payable by the owner of the commercial unit appear reasonable and adequate under existing circumstances to meet the anticipated operating expenses fairly attributable to such commercial unit for the projected first year of condominium operation, and that the allocation of common charges attributable to the commercial unit also reflects special or exclusive use or availability or exclusive control of particular common areas. We certify that the estimates in Schedule B for the common charges payable by the owner of the commercial unit: (i) sets forth in detail the projected common charges for the commercial unit for the first year of condominium operation; PENMARK PROPERTY ADVISORS. LLC 828 HEMPSTEAD TURNPIKE FRANKLIN SQUARE, NY T : C : PENMARKPROPERTYADVISORS. COM

4 560 PEN MARK PROPERTY ADVISORS, LLC (ii) affords potential investors, purchasers and participants an adequate basis upon which to found their judgment concerning the conunon charges payable by the owner of the commercial unit; (iii) (iv) (v) (vi) (vii) do not omit any material fact; do not contain any untrue statement of a material fact; do not contain any fraud, deception, concealment or suppression; do not contain any promise or representation as to the future which is beyond reasonable expectation or unwarranted by existing circumstances; do not contain any representation or statement which is false, where we: (a) knew the truth; (b )with reasonable effort could have known the truth; ( c) made no reasonable effort to ascertain the truth; or ( d) did not have knowledge concerning the representation or statement made. We further certify that we are not owned or controlled by the sponsor. We understand that a copy of this certification is intended to be incorporated into the offering plan. This statement is not intended as a guarantee or warranty of the common charges fairly attributable to the commercial unit for the first year of condominium operation. This certification is made under penalty of perjury for the benefit of all persons to whom this offer is made. We understand that violations are subject to the civil and criminal penalties of the General Business Law and Penal Law. PENMARK PROPERTY ADVISORS, LLC ~ By:... / d~ ~ iqieilwiilkle; Title: anager - - C--<... STUART B. SHAPIRO N::3r; Pi;~l : C. State of New Vortc No. C.25H :111 fieo ii' Suffolk County C " C.,.,,,,,issiOn Expiri;s Feb _0 PENMARK PROPERTY ADVISORS. LLC 828 HEMPSTEAD TURNPIKE FRANKLIN SQUARE. NY T : C : PENMARKPROPERTYADVISOAS. COM

5 561 REAL PROPERTY LAW SECTION 339-kk DOCX

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7 563 NEW YORK REAL PROPERTY LAW 339-kk 339-kk. Rents. (a) For the purposes of this section, "non-occupying owner" shall mean a unit owner in a condominium association who does not occupy the dwelling unit. (b) If a non-occupying owner rents any dwelling unit to a rental tenant and then fails to make payments due for Common Charges, assessments or late fees for such unit within sixty days of the expiration of any grace period after they are due, upon notice in accordance with subdivision ( c) of this section, all rental payments from the tenant shall be directly payable to the condominium association. ( c) If the Common Charges, assessments or late fees due for any unit have not been paid in full, within sixty days after the expiration of any grace period of the earliest due date, the board of managers shall provide written notice to the tenant and the non-occupying owner providing that, commencing immediately and until such time as all payments for Common Charges, assessments or late fees are made current, all rental payments due subsequent to the issuance of such notice are to be made payable to the condominium association at the address listed on the notice. Where a majority of the board of managers have been elected by and from among the unit owners who are in occupancy, the board may elect not to require that rental payments be made payable to the condominium association. At such time as payments for Common Charges, assessments and late fees from the non-occupying owner are once again current, notice of such fact shall be given within three business days to the rental tenant and non-occupying owner. Thereafter all rental payments shall be made payable to the non-occupying owner or a designated agent. A non-occupying owner who disputes the association's claim to rental payments pursuant to this section shall be entitled to present facts supporting such owner's position at the next scheduled meeting of the board of managers, which must be held within thirty days of the date that such board receives notice that such owner seeks to dispute such claim. ( d) Nothing in this section shall limit any rights of unit owners or of the board of managers existing under any other law or agreement. ( e) Payment by a rental tenant to the condominium association made in connection with this section shall relieve that rental tenant from the obligation to pay such rent to the non-occupying owner and shall be an absolute defense in any non-payment proceeding commenced by such non-occupying owner against such tenant for such rent. HISTORY: Add, L 1998, ch 422, 3, eff July 22, 1998 (see 1998 note below). EDITOR'S NOTES: Laws 1998, ch 422, 4, 5, eff July 22, 1998, provide as follows: 4. This act may be enforced by any party by means of a special proceeding brought pursuant to article 4 of the civil practice law and rules. 5. This act shall take effect immediately, and is applicable to all cooperative corporations and condominiums in existence on or after such date. {v.2}

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9 565 PROTECT YOUR FAMILY FROM LEAD IN YOUR HOME DOCX

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12 568 Are You Planning To Buy, Rent, or Renovate a Home Built Before t 978? M any houses and apartments built before t 978 have paint that contains high levels of lead (called leadbased paint). Lead from paint, chips, and dust can pose serious health hazards if not taken care of properly. OWNERS, BUYERS, and RENTERS are encouraged to check for lead (see page 6) before renting, buying or renovating pret 978 housing. Federal law requires that Individuals receive certain Information before renting, buying, or renovating pre- t 978 housing: landlords have to disclose known Information on lead-based paint and lead-based paint hazards before leases take effect. Leases must Include a disclosure about lead-based paint. SELLERS have to disclose known Information on lead-based paint and lead-based paint hazards before selling a house. Sales contracts must Include a disclosure about lead-based paint. Buyers have up to t 0 days to check for lead. RENOVATORS disturbing more than 2 square feet of painted surfaces have to give you this pamphlet before starting work.

13 569 IMPORTANT! Lead From Paint, Dust, and Soil Can Be Dangerous If Not Managed Properly FACT: Lead exposure can harm young children and babies even before they are born. FACT: Even children who seem healthy can have high levels of lead in their bodies. FACT: People can get lead in their bodies by breathing or swallowing lead dust, ::>r by eating soil or paint chips containing lead. FACT: People have many 9ptions for reducing lead hazards. In most cases, lead-based paint that is in good condition is m:>t a hazard. FACT: Removing lead-based paint Improperly can increase the danger to your family. If you think your home might have lead hazards, read this pamphlet to learn some simple steps to protect your family.

14 570 Lead Gets in the Body in Many Ways Childhood lead poisoning remains a maior environmental health problem in the U.S. Even children who appear healthy can have dangerous levels of lead in their bodies. People can get lead In their body If they: + Breathe In lead dust (especially during renovations that disturb painted surfaces). + Put their hands or other objects covered with lead dust in their mouths. + Eat paint chips or soil that contains lead. Lead ls even more dangerous to children under the age of 6: + Af this age children's brains and nervous systems are more sensitive to the damaging effects of lead. + Children's growing bodies absorb more lead. + Babies and young children often put their hands and other objects In their mouths. These objects can have lead dust on them. Lead Is also dangerous to women of childbearing age: 2

15 571 Lead's Effects It is important to know that even exposure to low levels of lead can severely harm children. In chll:dren, lead can cause: + Nervous system and kidney damage. + Learning disabilities, attention deficit disorder, and decreased intelligence. + Speech, language, and behavior problems. + Poor muscle coordination. + Decreased muscle and bone growth. + Hearing damage. While low-lead exposure is most common, exposure to high levels of lead can have devastating effects on children, including seizures, unconsciousness, and, in some cases, death. Although children are especially susceptible to lead exposure, lead can be dangerous ~or adults too. In adults, lead can cause: + Increased chance of illness during pregnancy. + Harm to a fetus, including brain damage or death. + fertility problems {In men and women). + High. blood pressure. + Digestive problems. + Nerve disorders. + Memory and concentration problems. + Muscle and Joint pain. Reproductive Problems (Adults) Brain o- Nerve Damage Lead affects the body in many ways. 3

16 572 Where Lead-Based Paint Is Found In general, the older your home, the more likely it has leadbased paint. Many homes built before 1978 have lead based paint. The federal government banned lead-based paint from housing In t 978. Some states stopped Its use even earlier. Lead can be found: + In homes in the city, country, or suburbs. + In apartments, single-family homes, and both private and public housing. + Inside and outside of the house. + In soil around a home. (Soll can pick up lead from exterior paint or other sources such as past use of leaded gas in cars.) Checking Your Family for Lead Get your children and home tested if you think your home has high levels of lead. To reduce your child's exposure to lead, get your child checked, have your home tested (especially lf your home has paint In poor condition and was built before 1978), and fix any hazards you may have~ Children's blood lead levels tend to increase rapidly from 6 to t 2 months of age, and tend to peak at t 8 to 24 months of age. Consult your doctor for advice on testing your children. A simple blood test can detect high levels of lead. Blood tests are usually recommended for: + Children at ages t and 2. + Children or other family members who have been exposed to high levels of lead. + Children who should be tested under your state or local health screening plan. Your doctor can explain what the test results mean and If more testing will be needed. 4

17 573 Identifying Lead Hazards Lead based paint is usually not a hazard if It is in good condition, and it is not on an impact or friction surf ace, like a window. It is defined by the federal government as paint with lead levels greater than or equal to 1.0 milligram per square centimeter, or more than 0.5% by weight. Deteriorating lead based paint (peeling, chipping, chalking, cracking or damaged) is a hazard and needs immediate attention. It may also be a hazard when found on surfaces that children can chew or that get a lot of wear-and-tear, such as: + Windows and window sills. + Doors and door frames. + Stairs, railings, banisters, and porches. Lead from paint chips, whkh you can see, and lead dust, which you can't always see, can both be serious hazards. Lead dust can form when lead-based paint is scraped, sanded, or heated. Dust also forms when painted surfaces bump or rub together. Lead chips and dust can get on surf aces and objects that people touch. Settled lead dust can re-enter the air when people vacuum, sweep, or walk through it. The following two federal standards have been set for lead hazards in dust: + 40 micrograms per square foot (µgtft2) and higher for floors, including carpeted floors µgtft2 and higher for Interior window sills. Lead In soil can be a hazard when children play in bare soil or when people bring soil Into the house on their shoes. The following two federal standards have been set for lead hazards In residential soil: parts per million (ppm) and higher in play areas of bare soil. + 1,200 ppm (average) and higher in bare soil In the remainder of the yard. The only way to find out If paint, dust and soil lead hazards exist Is to test for them. The next page describes the most common methods used. 5

18 574 Checking Your Home for Lead Just knowing that a home has leadbased paint may not tell you if there is a hazard. You can get your home tested for lead In several different ways: + A paint Inspection tells you whether your home has lead-based paint and where It Is located. It won't tell you whether or not your home currently has lead hazards. + A risk assessment tells you if your home currently has any lead hazards from lead in paint, dust, or soil. It also tells you what actions to take to address any hazards. + A combination risk assessment and inspection tells you if your home has any lead hazards and if your home has any lead-based paint, and where the lead-based paint is located. Hire a trained and certified testing professional who will use a range of reliable methods when testing your home. + Visual inspection of paint condition and location. +A portable x-ray fluorescence (XRF) machine. +Lab tests of paint, dust, and soil samples. There are state and federal programs In place to ensure that testing is done safely, reliably, and effectively. Contact your state or local agency (see bottom of page t 1) for more information, or call LEAD (5323) for a list of contacts in your area. Home test kits for lead are avauable, but may not always be accurate. Consumers should not rely on these kits before doing renovations or to assure safety. 6

19 575 What You Can Do Now To Protect Your Family If you suspect that your house has lead hazards, you an take some Immediate steps to reduce your family's risk: + If you rent, notify your landlord of peeling or chipping paint. + Clean up paint chips Immediately. + Clean floors, window frames, window suls, and other surfaces weekly. Use a mop or sponge with warm water and a general all-purpose cleaner or a cleaner made specifically for lead. REMEMBER: NEVER MIX AMMONIA AND BLEACH PRODUCTS TOGETHER SINCE THEY CAN FORM A DANGEROUS GAS. + Thoroughly rinse sponges and mop heads after de.utlng dirty or dusty areas. +Wash chlldren's hands often, especially before they eat and before nap time and bed dme. + Keep play areas dean. Wash bottles, pacifiers, toys, and stuffed animals regularly. + Keep chlldren from chewing window sllls or other painted surfaces. + Clean or remove shoes before entering your home to avoid tracking In lead from soll. + Make sure children eat nutritious, low-fat meals high In Iron and calcium, such as spinach and dairy products. Children with good diets absorb less lead. I I ; ;' t ~ ' ~::;:r i ~-'-t;..f' 7

20 576 Reducing Lead Hazards In The Home Removing lead improperly can increase the hazard to your family by spreading even more lead dust around the house. Always use a professional who ls trained to remove lead hazards safely. 8 In addition to day-to-day cleaning and good nutrition: + You can temporarily reduce lead hazards by taking actions such as repairing damaged painted surf aces and planting grass to cover soil with high lead levels. These actions (called "Interim controls") are not permanent solutions and will need ongoing attention. +To permanently remove lead hazards, you should hire a certified lead "abatement" contractor. Abatement (or permanent hazard elimination) methods include removing, sealing, or enclosing lead-based paint with special materials. just painting over the hazard with regular paint is not permanent removal. Always hire a person with special training for correcting lead problems--someone who knows how to do this work safely and has the proper equipment to clean up thoroughly. Certified contractors will employ qualified workers and follow strict safety rules as set by their state or by the federal government. Once the work is completed, dust cleanup activities must be repeated until testing indicates that lead dust levels are below the following: + 40 micrograms per square foot (µwft2) for floors, including carpeted floors; µwftz for Interior windows sills; and µwft 2 for window troughs. Call your state or local agency (see bottom of page t t) for help in locating certified professionals in your area and to see if financial assistance is available.

21 577 Remodeling or Renovating a Home With Lead-Based Paint Take precautions before your contractor or you begin remodeling or renovating anything that disturbs painted surf aces (such as scraping off paint or tearing out walls): + Have the area tested for lead-based paint. +Do not use a belt-sander, propane torch, high temperature heat gun, dry scraper, or dry sandpaper to remove lead-based paint. These actions create large amounts of lead dust and fumes. Lead dust can remain In your home long after the work is done. +Temporarily move your family (especially children and pregnant women) out of the apartment or house until the work is done and the area is properly cleaned. If you can't move your f amity, at least completely seal off the work area. + follow other safety measures to reduce lead hazards. You can find out about other safety measures by calling LEAD. Ask for the brochure "Reducing Lead Hazards When Remodeling Your Home." This brochure explains what to do before, during, and after renovations. If you have already completed renovations or remodeling that could have released lead-based paint or dust, get your young chlldren tested and follow the steps outlined on page 7 of this brochure. If not conducted properly, certain types of renovations can release lead from paint and dust into the air. 9

22 578 Other Sources of Lead While paint, dust, and soil are the most common sources of lead, other lead sources also exist. + Drinking water. Your home might have plumbing with lead or lead solder. Call your local health department or water supplier to find out about testing your water. You cannot see, smell, or taste lead, and bolling your water will not get rid of lead. If you think your plumbing might have lead in it: Use only cold water for drinking and cooking. Run water for 15 to 30 seconds before drinking It, especially if you have not used your water for a few hours. + The job. If you work with lead, you could bring It home on your hands or clothes. Shower and change clothes before coming home. Launder your work clothes separately from the rest of your family's clothes. + Old painted toys and furniture. + Food and liquids stored In lead crystal or lead-glazed pottery or porcelain. + lead smelters or other Industries that release lead Into the air. +Hobbles that use lead, such as making pottery or stained glass, or refinishing furniture. + Folk remedies that contain lead, such as "greta" and "azarcon" used to treat an upset stomach. 10

23 579 for More Information The National Lead Information Center Call t uad ( ) to learn how to protect children from lead poisoning and for other information on lead hazards. To access lead information via the web, visit and EPKs Safe Drinking Water Hotline Call t for information about lead In drinking water. Consumer Product Safety Commission (CPS(.) Hotline. To request information on lead In consumer products, or to report an unsafe consumer product or a product-related Injury call t , or visit CPSC's Web site at: Health and Environmental Agencies Some cities, states, and tribes have their own rules for lead-based paint activities. Check with your local agency to see which laws apply to you. Most agencies can also provide Information on finding a lead abatement firm in your area, and on possible sources of financial aid for reducing lead hazards. Receive up-to-date address and phone information for your local contacts on the Internet at or contact the National Lead Information Center at t LEAD. For the hearing impaired, call the Federal Information Relay Service at to access any of the phone numbers In this brochure. 1 1

24 580 EPA Regional Offices Your Regional EPA Office can provide further information regarding regulations and lead protection programs. EPA Regl0nal Offices Region 1 (Connecticut, Massachusetts, Maine, New Hampshire, Rhode Island, Vermqnt) Regional Lead Contact US. EPA Region 1 Suite 1 I 00 (CPT) One Congress Street Boston, MA I (888) Region 2 (New Jersey, New York, Puerto Rico, Virgin Islands) Regional Lead Contact US. EPA Region W:xxtbrldge Avenue Building 209, Mall Stop 225 Edison, NJ (732) Region 3 (Delaware, Maryland, Pennsylvania, Virginia, Washington DC, West Virginia) Regional Lead Contact US. EPA Region 3 (3WC33) 1650 Arch Street Phlladelphla, PA (215) Region 4 (Alabama, Florida, Georgia, Kentucky, Mississippi, North carollna, South carollna, Tennessee) Regional Lead Contact US. EPA Region 4 61 Forsyth Street, SW Atlanta, GA (404) Region 5 (llllnols, Indiana, Michigan, Minnesota, Ohio, Wisconsin) Regional Lead Contact US. EPA Region 5 (OT-BJ) 17 West Jackson Boulevard Chicago, IL (312) Region 6 (Arkansas, Louisiana, New Mexico, Oklahoma, Texas) Regional Lead Contact US. EPA Region Ross Avenue, 12th Floor Dallas, TX (214) Region 7 (Iowa. Kansas, Missouri, Nebraska) Regional Lead Contact US. EPA Region 7 (ARTD-RALI) 90 I N. 5th Street Kansas City, KS I (913) Region 8 (Colorado, Montana, North Dakota, South Dakota, Utah, v.yomlng) Regional Lead Contact US. EPA Region th Street, Suite 500 Denver, CO (303) Region 9 (Arizona, callfomla, Hawaii, Nevada) Regional Lead Contact US. Region 9 75 Hawthorne Street San Francisco, CA (415) Region 10 (Alaska, Idaho, Oregon. Washington) Regional Lead Contact US. EPA Region I 0 Toxics Section WCM Sixth Avenue Seattle, WA (206)

25 581 CPSC Regional Offices Your Regional CPSC Office can provide further Information regarding regulations and consumer product safety. Lutem Region.al Center Consumer Product Safety Commission 201 Varick Street, Room 903 New York, NY (212) Western Region.al Center Consumer Product Safetv Commission 130 I Clay Street, Suite 610-N Oakland, CA (510) Central Reglon<ll Center Consumer Product Safety Commission 230 South Dearborn Street, Room 2944 Chicago, IL (312) HUD Lead Office Please contact HUD's Office of Healthy Homes and Lead Hazard Control for information on lead regulations, outreach efforts, and lead hazard control and research grant programs. U.S. Dep.vtment of Housing <lnd Urb<ln Development Office of Healthy Homes and Lead Hazard Control 451 Seventh Street, SW, P-3206 Washington, DC (202) This document Is In the public domain. It may be reproduced by an Individual or organization without permission. Information provided in this booklet Is based upon current scientific and technical understanding of the Issues presented and Is reflective of the jurisdictional boundaries established by the statutes governing the co-authoring agencies. following the advice given will not necessarily provide complete protection in all situations or against all health hazards that can be caused by lead exposure. U.S. EPA Washington DC U.S. CPSC Washington DC U.S. HUD Washington DC EPA747-K June

26 582 If you think your home has high levels of lead: + Get your young children tested for lead, even if. they seem healthy. +Wash children's hands, bottles, pacifiers, and toys often. + Make sure children eat healthy, low-fat foods. + Get your home checked for lead hazards. + Regularly clean floors, window sills, and other surfaces. +Wipe soil off shoes before entering house. + Talk to your landlord about fixing surfaces with peeling or chipping paint. + Take precautions to avoid exposure to lead dust when remodeling or renovating (call t LEAD for guidelines). +Don't use a belt-sander, propane torch, high temperature heat gun, scraper, or sandpaper on painted surfaces that may contain lead. + Don't try to remove lead-based paint yourself.

27 583 INCLUSIONARY RIGHTS HPD LETTERS DOCX

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29 585 SEIDEN & SCHEIN, P.C. ATTORNEYS AT LAW JAY G. SEIDEN ALVIN SCHEIN ADAM A. LEVENSON DANIEL M. BERNSTEIN ELISE J. KESSLER JANE ROSENBERG 570 LEXINGTON AVENUE, 14TH FLOOR NEW YORK, NEW YORK TELEPHONE: (2.1 2.) FACSIMILE: (2.1 2) JASON C. HERSHKOWITZ ERIN S. GOODMAN NICHOLAS DILORENZO 111West57th Property Owner LLC 104 5th A venue New York, New York Attn: Michael Stem July 20, 2015 SPECIAL COUNSEL: HARRY GAFFNEY OF COUNSEL: OAVIDF. YAHNER Re: Inclusionary Air Rights Purchase Agreement dated as of May 2, 2014 by and between Vista Developers Corp. ("Vista") and 111 West 57th LH LLC ("Purchaser"). as amended by a First Amendment to Inclusionary Air Rights Purchase Agreement dated as of September 1, 2014, as amended by a Second Amendment to Inclusionary Air Rights Purchase Agreement dated as of January 12, 2015, as assigned by Vista to Eighth and Seventh Limited Partnership ("Seller") dated as of February 5, 2015, as amended by a Third Amendment to Inclusionary Air Rights Purchase Agreement dated as of April 14, 2015 and as further amended by a Fourth Amendment to Inclusionary Air Rights Purchase Agreement anc. assigned by Purchaser to 111West57th Property Owner LLC pursuant to Notice of Assignment dated as of June 30, 2015 (collectively, the "Agreement") Dear Mr. Stern: Reference is hereby made to a certain letter dated October 14, 2014 addressed by our firm to the Purchaser, a copy of which is attached hereto. Pursuant to the letter, our firm notified you that pursuant to Section 4(a) of the Agreement, Seller entered into ar: Acquisition Agreement on October 10, 2014 for the acquisition of the Generating Site which is located at 211 West 2gth Street, New York, New York The purpose of this letter i~ to clarify that the property located at 211 West 28th Street, New York, New York was the Alternate Generating Site, as such term is defined in the Agreement, and not the Generating Site. cc: Stephen Senie, Esq. (via )

30 586 SEIDEN & SCHEIN, P.C. ATTORNEYS AT LAW JAY G. SEIDEN AL\IN SCHEIN ADAM A. LEVENSON DANIEL M. BERNSTEIN ELISE J. KESSLER JAi' E ROSENBERG 570 LEXINGTON AVENUE. 14TH FLOOR NEW YORK, NEW YORK TELEPHONE: (212) FACSIMILE: (212) JA!;ON C. HERSHKOWITZ ERIN 5. GOODMAN JACLYN CALCAGNO NICHOLAS DILORENZO SPECIAL COUNSEL: HARRY GAFFNEY OF COUNSEL: DAVID F. 'I' AHNER April 23, 2015 By Messenger 111 West 57th LH LLC 104 5th A venue New York, New York I 0022 Attn: Mr. Michael Stern Re: Permit Notice Reissuance Notice for Inclusionary Air Rights Purchase Agreement between Vista Developers Corp. ("Vista") and 111 West 57th LH LLC (the "Purchaser"), dated as of May 2, 2014 and Purchaser, as amended by a certain First Amendment to lnclusionary Air Rights Purchase Agreement dated as of September 1, 2014, as amended by the Second Amendment to lnclusionary Air Rights Purchase Agreement dated as of January 12, 2015, as assigned by Vista to Eighth and Seventh Limited Partnership (the "Seller") pursuant to Assignment of Inclusionary Air Rights Purchase Agreement dated as of February 5, 2015, and as amended by the Third Amendment to lnclusionary Air Rights Purchase Agreement dated as of April 14, 2015 (as so amended, the "Agreement") with respect to the purchase and sale of 5, s.f. of Affordable Floor Area (as defined in the Agreement) Dear Mr. Stern: As you know. we represent the Seller with respect to the above captioned Agreement and give this notice on Seller's behalf. Capitalized terms not otherwise defined herein shall have the respective meanings ascribed thereto in the Agreement.

31 587 Reference is made to Secticm 3(b)(ii) of the Agreement which provides. in pertinent part. that "[u]pon issuance of the Permit Notice by the Department allocating the Purchased Amount of Affordable Floor Area to the Compensated Development, Seller shall give written notice thereof to Purchaser (the "Permit Notice Issuance Notice")." NOTICE IS HEREBY GIVEN, pursuant to Section 3(b)(ii) of the Agreement, that on April 17, 2015, Seller entered into the Regulatory Agreement for the Generating Site located at 211 West 28 1 h Street, New York, New York with the Department and the Department issued the Permit Notice allocating the Purchased Amount of Affordable Floor Area to the Compensated Development. Attached is a copy of the Permit Notice. Please be advised that this letter constitutes the Permit Notice Issuance Notice under Section 3(b )(ii) of the Agreement, and the Purchaser is hereby required to secure the full Purchase Price by delivering the Full Purchase Price Security within five (5) business days after the date on which this Permit Notice Issuance Notice is given to Purchc..ser. Very truly yours, SEIDEN & SCHEIN, P.C. By: fk~~ Elise J. Kessler cc: Stephen Senie, Esq. (by and messenger) Kramer Levin Naftalis & Frankel LLP 1177 A venue of the Americas New York, New York Douglas B. Heitner, Esq. (by ) Leslie A. Rosen, Esq. (by ) Mr. Sol Arker (by ) Mr. Daniel Moritz (by emaif)

32 N C Department of Housing Prosorvatlon & Development nyc.gov/hpd VICKI BEEN Commissioner DANIEL HERNANDEZ Deputy Commissioner LOUISE CARROLL Assistant Commissioner 588 lnclusionary Housing 100 Gold Street New York, N.Y April 17, 2015 Martin Rebholz, R.A. B9rough Commissioner Manhattan Borough Office New York City Department of Buildings 280 Broadway, 3rd Fl. New York, NY Re: Permit Notice 211 W. 28th Street New York, New York Block:778, Lot 33 ("Project") 111 West 57th Street New York, New York ~~~ck: 1010,Lot25 ~ Q '--\~ompensated Developmenf') Dear Commissioner Rebhol '\"\ On April 17th, 2015, the De rtmen~sing Preservation and Development ("HPD"), Eighth and Seventh Limited Partner ip ("Applicant"}. and Chelsea Leaf South Housing Development Fund Corporation executed a ~gulatpry Agreement ("Agreement") with respect to the abovereferenced Project. The Afforda51e-H'ousing Plan for the Project complies with the relevant sections of the Zoning Resolution and is reflected in the Agreement. 1 The Agreement calls for the creation of Affordable Housing occupied or to be occupied by the following: Families having an income equal to or less than eighty percent (80%).of the Income Index ("Low Income Households"). HPD received a sworn certification dated January 30 1 h, 2015 from Ariel Aufgang of Aufgang Architects LLC stating that he is the Registered Architect for the Project and stating the total Floor Area devoted to Affordable Housing in the Project. Based on this sworn certification, Applicant has informed HPD that, in order to permit the above-referenced Compensated 1 Capitalized terms not specifically defined herein shall have the meaning set forth in the Zoning Resolution. 0 Printed on paper containing 30% post-consumer material.