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FILED: NEW YORK COUNTY CLERK 10/27/2022 12:50 PM INDEX NO. 153982/2021
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FIFTEENTH AMENDMENT TO THE
CONDOMINIUM OFFERING PLAN
FOR PREMISES:
315 SEVENTH AVENUE
NEW YORK, NEW YORK
DATED: DECEMBER 27, 2013
THIS AMENDMENT MODIFIES AND SUPPLEMENTS THE TERMS OF THE
ORIGINAL OFFERING PLAN AND THE FIRST FOURTEEN AMENDMENTS
THERETO, AND SHOULD BE READ IN CONJUNCTION WITH SUCH PLAN AND
AMENDMENTS.
..
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1. ACQUISITION OF UNSOLD UNITS
315 Seventh Residential Member, LLC, as purchaser, and Nurture Nature
Foundation, as seller (the "Original Sponsor"), entered into a Purchase and Sale
Agreement dated May 9, 2013, as amended by that First Amendment to Purchase
Agreement dated June 27, 2013 (the "Contract of Sale"), for the sale of all of Seller's
right, titleand interest in and to the condominium units ("Unsold Units") set forth on
Exhibit A annexed hereto. 315 Seventh Residential Member, LLC assigned all of its
rights, obligations and interests in and to the Contract of Sale to 315 Seventh
Residential, LLC ("New Sponsor") by a transfer of membership interests dated June 27,
57*
2013. New Sponsor has an office located c/o ABC Properties, 152 West Street,
New York New York 10019. The closing of the sale to the New Sponsor occurred on
August 26, 2013. in accordance with the terms of the Contract of Sale, New Sponsor is
entitled to all of the rights of a Holder of Unsold Units.
Pursuant to the regulations of the Department of Law, any entity or person who
acquires more than a ten (10%) percent interest in a condominium is deemed to be a
"Sponsor"
of an offering plan.
New Sponsor is a Delaware Limited Liability Company, whose only managing
members are Arthur B. Cornfeld and Alan Fisher (collectively, the "Principals"). No other
member is entitled to participate in the day-to-day operations of the New Sponsor.
The Principals will cany out the day-to-day operations of the New Sponsor and
thereby exercise control over the day-to-day management of the Unsold Units and the
sale of any individual Unsold Units.
Except as disclosed in section 10 below entitled "New Sponsor's Financial
Update", the Principals have not previously participated, as a principal or broker, in any
cooperative or condominium offering of property within the past five (5) years.
Due to the length of time that has elapsed since the initialfiling of the Plan and
the small percentage of Unsold Units (both in number and in shares) that are the
subject of this offering, New Sponsor has not assumed, and do not by the filing of this
Amendment assume, and shall not be liable for, any past obligations of the Original
Sponsor and/or any previous owner of the Unsold Units, pursuant to the Plan or
otherwise, to the Condominium or any Purchasers of other units in the Condominium
that were not purchased from the New Sponsor. New Sponsor believes, based on their
actual knowledge, that the Original Sponsor has fully performed all of its obligations to
the Condominium, including, but not limited to, making any necessary contributions to a
Working Capital and/or Reserve Fund and making any necessary repairs and
improvements to the Building (to the extent that any were required under the Plan).
Notwithstanding the foregoing, any amendment to the Plan filed by the New
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Sponsor must comply with the requirements of Article 23-a of the General Business
Law with respect to the disclosure of all material facts to prospective Purchasers of
Unsold Units from New Sponsor and with any other requirements of the General
Business Law in connection with the Plan.
Nothing contained herein is intended to release (i)the New Sponsor from any
liabilityitmight have, ifany, for failure to comply with any disclosure obligation itmay
have under law to any Purchaser who purchases from the New Sponsor, (ii)the Original
Sponsor from any liabilitythe Original Sponsor may have had to the Condominium, if
any, or (iii)the New Sponsor from any obligations the New Sponsor may have under
the terms of the Declaration or By-laws to the Condominium. In addition, as with any
purchase, potential Purchasers are advised to perform due diligence in connection with
their purchases and to consult with reputable counsel and other professionals in
reviewing the Plan and in evaluating their purchases.
The New Sponsor is represented by Ganfer & Shore, LLP, with offices at 360
Lexington Avenue, New York, New York 10017 in connection with the preparation of
this Amendment to the Plan. Ganfer & Shore will also represent the New Sponsor in
connection with the sale of, and closing of any of the Unsold Units, arid shall hold all of
the deposits in escrow, in accordance with the requirements of the General Business
Law Sections 352-e (2-b) and 352-h as is more fully described below.
2. PRICES AND IMPROVEMENTS
New Sponsor is currently offering the vacant Unsold Units or Unsold Units
hereinafter becoming vacant, for sale at the prices set forth on Exhibit A, which prices
are negotiable and subject to change. Pursuant to the terms set forth in Paragraph 11
hereof, New Sponsor is also offering to sell occupied Unsold Units to the respective
Original Tenants thereof or, in the alternative, pursuant to the terms set forth in
Paragraph 12 hereof, Sponsor is also offering to pay such Original Tenants a
Relocation Allowance. The form of purchase agreement to be used by the New
Sponsor is annexed hereto as Exhibit B (the "Purchase Agreement").
Notwithstanding the foregoing, the Plan will be amended to reflect (i) a general
price change affecting a group, line, or other category of Units (as distinguished from an
isolated price change), (ii)a price change to be advertised in a newspaper or other media,
or a
(iii) higher price for an individual Unit unless the increase reflects any agreed upon
addition or work in and to the Unit.
3. CLOSING COSTS
In addition to the purchase price for the Unsold Units, the downpayment
towards the purchase price equal to ten (10%) percent of the purchase price required
upon the signing of a Purchase Agreement, and Purchaser's customary closing costs, at
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the closing of title to each Unsold Unit, Purchasers will be obligated to pay the following
additional costs:
(i)· The New York State deed document .4% of
stamps, currently
the total consideration, but when paid by the Purchaser is
increased to approximately .4016%;
(ii) The New York City Real Property Transfer Tax, which is
currently: 1.0% of the total consideration where the total
consideration is $499,000.00 or less, but when paid by the
Purchaser is approximately 1.014% (since the shifting of the
obligation from the New Sponsor to the Purchaser is
considered to be additional consideration), or 1.425%
percent of the total consideration where the total
consideration is $500,000 or more, but when paid by the
Purchaser is approximately 1.451% (since the shifting of the
obligation from the New Sponsor to the Purchaser is
considered to be additional consideration), and any
applicable filing fee(s);
(iii) The amount of $2,500.00 to Ganfer & Shore, LLP, New
Sponsor's closing counsel, representing a fee for services in
connection with coordinating and attending the closing. Such
fee shall be payable at, or prior to, the closing by certified or
bank check made payable directly to the order of Ganfer &
Shore, LLP. In the event the closing takes place outside of
the Offices of Ganfer & Shore, LLP, there shall be an
additional fee of $250.00.
All of the foregoing fees are cumulative.
4. NEGOTIABLE TERMS
The New Sponsor hereby resentes the right to negotiate with Purchasers all
aspects of the price of the Unsold Units, including but not limited to (1) renovations or
improvements to the Unit or the fixtures or equipment contained therein or credits or
allowances therefor; (ii)reduced downpayment deposit towards purchase price; (iii)
rebate or interim rent payments; (iv) payment of all or part of the Purchaser's closing
attomeys'
costs such as fees, transfer taxes, financing costs, origination fees and/or
commitment fees; (v) extensions of time periods provided for in the Plan, and (vi) any
and allother costs related to the costs of acquiring title to the Units. Furthermore, the
New Sponsor reserves the right to amend the Plan from time to time to add and/or
delete negotiable terms or to expand the applicability of such negotiable terms to all
Purchasers following the Closing Date.
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5. MANAGING AGENT
Maxwell-Kates is the management company for the Condominium. ABC
Properties is the management company for the New Sponsor's Unsold Units.
6. ESCROW TRUST FUNDS
The disclosure contained in this Amendment regarding escrow provisions replaces
and supersedes the former section of the Plan dealing with the placing of down payments
in escrow. As of the date of this Amendment alldown payments being held in escrow will
be placed in an account in conformity with the disclosure contained in this Amendment.
The Department of Law has revised its regulations to eliminate the Attorney
General's authority to adjudicate disputes regarding the disposition of deposits, down
payments, or advances ("Deposits") received by New Sponsor pursuant to New York
General Business Law ("GBL") Sections 352-3(2-b) and 352-h. The changes only impact
Purchasers who have not received a fully executed Purchase Agreement prior to the date
of service of this Amendment. For all other Purchasers, the disclosures set forth in the
Procedure to Purchase Section of the Plan shall continue to govem.
REVISED PROCEDURE TO PURCHASE SECTION OF THE PLAN
The Procedure to Purchase Section of the Plan regarding escrow trust fund
requirements is hereby replaced with the following disclosures set forth herein.
The Escrow Agent:
The law firm of Ganfer & Shore, LLP, with an address at 360 Lexington Avenue,
New York, New York 10017, telephone number 212-922-9250, shall serve as escrow
agent ("Escrow Agent") for New Sponsor and Purchaser. Escrow Agent has designated
the following attomeys to serve as signatories: Steven Ganfer, Esq, Mark Berman, Esq.,
Steven J. Shore, Esq. and Sandra Jacobus, Esq. All designated signatories are admitted
to practice law in the State of New York. Neither the Escrow Agent nor any authorized
signatories on the account are the New Sponsor, Selling Agent, Managing Agent, or any
. principal thereof, or have any beneficial interest in any of the foregoing.
The Escrow Account:
The Escrow Agent has established the escrow account at Citibank, N.A. at its
branch located at 90 Park Avenue, in the State of New York ("Bank"), a bank authorized
to do business in the State of New York. The escrow account is entitled "Ganfer & Shore
- Condominium"
Attorney Escrow Account the Trafalgar. or similar name ("Escrow
Account"). The Escrow Account is federally insured by the FDIC at the maximum amount
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Notwithstanding the foregoing, the Escrow Agent shall have the right at any time to
deposit the Deposit contained in the Escrow Account with the clerk of the county where
the Unit is located and shall give written notice to both parties of such deposit.
The New Sponsor shall not object to the release of the Deposit to: (a) a Purchaser
who timely rescinds in accordance with an offer of rescission contained in the Plan or an
Amendment to the Plan; or (b) allPurchasers after an Amendment abandoning the Plan
is accepted for filing by the Department of Law.
The Department of Law may perform random reviews and audits of any records
involving the Escrow Account to determine compliance with all applicable statutes and
regulations.
Waiver Void:
Any provision of any Purchase Agreement or separate agreement, whether oral or
in writing, by which a Purchaser purports to waive or indemnify any obligation of the
Escrow Agent holding any Deposit in trust is absolutely void. The provisions of the
Attorney General's regulations and GBL §§ 352-e(2-b) and 352-h conceming escrow
trust funds shall prevail over any conflicting or inconsistent provisions in the Purchase
Agreement, Plan, or any amendment thereto.
7. CONDOMINIUM MANAGERS AND OFFICERS
The members of the Board of Managers of the Condominium, as of the date,
hereof are as follows:
- Seven Black President
- Avner Kam Vice President
- Fischer Treasurer
Philip
- William Candia Co-Treasurer
- Guillermo Femandez Secretary
- Commercial Unit Owner Seat
____
- Old Sponsor Seat
____
As of the date of this Amendment, there are no representatives of the New
3ponsor on the Board of Directors and, therefore, the New Sponsor does not control
he Board of Directors. To the extent that the minutes of the Board are made available
3 the New Sponsor, New Sponsor will make such minutes available to Purchasers for
eview. The Commercial Unit was transferred and a new board representative has not
een delegated and, therefore, the seat remains open on the board. Additionally, there
i discussion with the board as to who has the right to appoint the successor member of
le board to fillthe vacancy in the Old Sponsor's seat. Therefore, this member has not
et been designated.
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of $250,000 per deposit. Any deposit in excess of $250,000 will not be insured.
All Deposits received by Purchaser shall be in the form of checks, money orders,
wire transfers, or other instruments, and shall be made payable to or endorsed. the .
by
Purchaser to the order of Ganfer & Shore, LLP, as Escrow Agent.
Any Deposits made for upgrades, extras, or custom work shall be initially
deposited into the Escrow Account, and released in accordance with the terms of the
Purchase Agreement.
The interest rate for all Deposits made into the Escrow Account shall be the
prevailing rate for such accounts, which as of .September 1, 2013 was approximately
.10% Interest shall begin to accrue upon placing the Deposit into the Escrow Account.
All interest earned thereon shall be paid to or credited to the Purchaser at closing. No
fees of any kind may be deducted from the Escrow Account, and the New Sponsor shall
bear allcosts associated with the maintenance of the Escrow Account.
The Purchase Agreement:
The Purchase Agreement contains the terms and conditions upon which a Unit will
be sold and should be read carefully by each Prospective Purchaser and his or her legal
or financial representative before signing it.The form of Purchase Agreement set forth in
Part IIof the Plan and/or in any amendments thereto is hereby replaced with the form of
Purchase Agreement attached hereto as Exhibit B. The revised escrow provisions
reflecting the foregoing are included in such revised Purchase Agreement. The form of
Purchase Agreement is subject to changes based on negotiations in individual
transactions.
The attorneys for the New Sponsor have been replaced by Ganfer & Shore, LLP,
360 Lexington Avenue, New York, New York 10017. Escrow Agent may act as attorney
for the New Sponsor with respect to any sale or any dispute.
Notification to Purchaser:
Within five (5) business days after the Purchase Agreement has been tendered to
Escrow Agent along with the Deposit and Purchaser's W-9 Form, the Escrow Agent shall
sign the Purchase Agreement and place the Deposit into the Escrow Account. Within
ten (10) business days of the placing the deposit in the Escrow Account, Escrow Agent
shall provide written notice to Purchaser and New Sponsor, confirming the Deposit. The
notice shall provide the account number and the initialinterest rate to be earned on the
Deposit. Any Deposits made for upgrades, extras, or custom work shall be initially
deposited into the Escrow Account, and released in accordance to the terms of the
Purchase Agreement.
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The Escrow Agent is obligated to send notice to the Purchaser once the Deposit is
placed in the Escrow Account. Ifthe Purchaser does not receive notice of such deposit
within fifteen (15) business days after tender of the Deposit, he or she may cancel the
Purchase Agreement within ninety (90) days after tender of the Purchase Agreement and
Deposit to Escrow Agent. Complaints conceming the failure to honor such cancellation
requests may be referred to the New York State Department of Law, Real Estate Finance
Bureau, 120 Broadway, 23rd Floor, New York, N.Y. 10271. Rescission shall not be
afforded where proof satisfactory to the Attorney General is submitted establishing that
the Deposit was timely placed in the Escrow Account in accordance with the New York
State Department of Law's regulations concerning Deposits and requisite notice was
timely mailed to the Purchaser.
Release of Funds:
i
All Deposits, except for advances made for upgrades, extras, or custom work
received in connection with the Purchase Agreement, are and shall continue to be the
Purchaser's money, and may not be commingled with any other money or pledged or
hypothecated by New Sponsor, as per GBL § 352-h.
Under no circumstances shall New Sponsor seek or accept release of the Deposit
of a defaulting Purchaser until after consummation of the Plan, as evidenced by the
acceptance of a post-closing amendment by the New York State Department of Law.
Consummation of the Plan does not relieve the New Sponsor of itsobligations pursuant
to GBL §§ 352-e(2-b) and 352-h.
The Escrow Agent shall release the Deposit ifso directed:
(a) pursuant to the terms and conditions set forth in the Purchase Agreement upon
closing of titleto the Unit; or
(b) in a subsequent writing signed by both New Sponsor and Purchaser; or
(c) by a final, non-appealable order or judgment of a court.
Ifthe Escrow Agent is not directed to release the Deposit pursuant to paragraphs
(a) through (c) above, and the Escrow Agent receives a request by either party to release
the Deposit, then the Escrow Agent must give both the Purchaser and New Sponsor prior
written notice of not fewer than thirty (30) days before releasing the Deposit. If the
Escrow Agent has not received notice of objection to the release of the Deposit prior to
the expiration of the thirty (30) day period, the Deposit shall be released and the Escrow
Agent shall provide further written notice to both parties informing them of said release. If
the Escrow. Agent receives a written notice from either party objecting to the release of
the Deposit within said thirty (30) day period, the Escrow Agent shall continue to hold the
Deposit until otherwise directed pursuant to paragraphs (a) through (c) above.
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8. FINANCIALS FOR CALENDAR YEARS 2011 AND 2012
Annexed hereto as Exhibit C are the financial statements prepared by Christopher
T. Griebel, Certified Public Accountant PLLC, the accounting firm retained by the
Condominium. The financial statements detail the financial position of the Condominium
as of December 31, 2011 and December 31, 2012.
9. BUDGET
.
Arinexed hereto as Exhibit D is the proposed operating budget for the
Condominium for the period commencing as of January 1, 2013.
10. NEW SPONSOR'S FINANCIAL UPDATE
In accordance with the Department of Law's requirement that all Sponsor and
Holders of Unsold Units are required to amend their offering plans to provide disclosure
concerning their financial condition, the New Sponsor is pleased to inform all
prospective Purchasers that, as more particularly described below, that the New
Sponsor has sufficient assets to meet any obligations which they may incur during the
next twelve months (i.e.the effective period of this Amendment).
More specifically, prospective Purchasers are advised as follows:
A. The Unsold Apartments are currently encumbered by a first mortgage (the
"Mortgage") lien held by Bank United (the "Lender") in the amount of
$6,000,000 (the "Loan"). This mortgage was the product of financing for
the purchase of the Unsold Apartments by the New Sponsors on August
27, 2013. The interest rate is a floating rate at 300 over the one month
libor rate per annum, and monthly payments of interest only are required.
The mortgage matures on August 27, 2015 and has a one year option to
extend at the option of Sponsor. On the maturity date there will be a
balloon payment due. Upon the sale of an Unsold Apartment to a third
party Purchaser, New Sponsors will pay to Lender a certain portion of the
purchase price, as agreed pursuant to the Loan documents, and, in
exchange, Lender willrelease such Unsold Apartment from the lien of the
Mortgage.
B. As of the date of presentation of this Amendment, the New Sponsor has
acquired nineteen (19) residential Units in the Condominium. A listof the
Unsold Units is annexed hereto as Exhibit A.
C. The aggregate monthly common charges attributable to New Sponsor's
interest in the Unsold Units is $11,814.17, as is more fully set forth in
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Exhibit A, annexed hereto and made a part hereof.
D. The. aggregate quarterly Real Estate Taxes attributable to New Sponsor's
interest in the Unsold Units is approximately $53,028.51 as is more fully
set forth in Exhibit A, annexed hereto and made a part hereof.
E. The aggregate monthly rent received from tenants of all Unsold Units
owned by the New Sponsor is $21,954.53, which does not include any
rental to the Units that are currently vacant.
F. Other than the payment of the maintenance charges disclosed above, the
New Sponsor does not have any financial obligations to the
Condominium.
G. The New Sponsors assets are sufficient to meet their obligations under
the Plan, as amended. The New Sponsor is current in all financial
obligations to the Condominium. As noted above, ithas sufficient assets
to continue to meet itsobligations.
H. Arthur B. Cornfeld and Alan Fisher, the only managing members of the
New Sponsor, do not own more than a ten (10%) percent interest in, or
have participated as a principal or broker in, any other cooperative,
condominium or homeowners association offering within the past five (5)
years, except as follows:
12th
315-321 East Street, New York, New York
25 Charles Street, New York, New York
58th
140 West Street, New York, New York
170 Second Avenue, New York, New York
72"d
305 West Street, New York, New York (Arthur B. Comfeld only)
599 Broadway, New York, New York
20 Wendell Street, Hempstead, New York
4961-4997 Henry Hudson Parkway, Riverdale, New York
Larchmont Acres West, Palmer Ave. & Richbell Rd, Larchmont, NY
711 Forest Club Drive, Wellington, Florida
Although other individuals may own more than a 10% interest in
the New Sponsor no such individuals have the right to control the day to
day operations of the New Sponsor. The sponsors of the referenced
offerings are current on their obligations pursuant to the respective
offering plans.
Offering Plans for these conversions are on file with the
Department of Law and are available for public inspection upon request at
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the Real Estate Financing Bureau at 120 Broadway, New York, New York.
11. OFFER TO ORIGINAL TENANTS
New Sponsor hereby elects to offer to any tenant in occupancy as of the
effective date of this Amendment, and who was a tenant in occupancy as of the date of
presentation of the Plan (hereinafter "Original the exclusive right for forty-
Tenant(s)"),
five (45) days after the date of presentation of this Amendment (the "Exclusive Period")
to either: (i) purchase the Unsold Unit in which they reside at the prices set forth on
Exhibit A annexed hereto and made a part hereof (the "Original Tenant Offering Price")
and on the terms and conditions set forth in the Purchase Agreement attached hereto
as Exhibit B (the "Purchase Agreement"); or surrender
(ii) the Unsold Unit in which they
reside and accept a relocation allowance (as further described in paragraph 12 below).
The price being offered to Original Tenants represents a substantial discount
(35%) from the price of the Unsold Unit offered to third party non-residents. In the
event an Original Tenant declines to purchase or surrender the Unsold Unit within the
Exclusive Period, New Sponsor reserves the right, in itssole and absolute discretion to
then offer the Unsold Unit to any other Unit Owner in the building ("Building"), on a first
come first serve basis, at the Original Tenant Offering Price. Thus, after the expiration
of the Exclusive Period, New Sponsor may permit Unit Owners in the Building to
purchase an Original Tenant's Unsold Unit at the Original Tenant Offering Price or at
such higher or lower price as New Sponsor may determine, but the Original Tenant
shall no Ionger be entitled to purchase its Unsold Unit at such price.
The date of presentation of this Amendment shall be the date that the New
Sponsor delivers an Amendment that has been accepted for filing to the Original
Tenants, ifdelivered in person, or, in the case of mailing, five (5) days after the date the
New Sponsor mails an effective Amendment to the Original Tenants.
Any Original Tenant who elects to purchase their Unsold Unit must execute and
deliver four (4) executed copies of the Purchase Agreement before the expiration of the
Exclusive Period, along with a check equating 2.5% of the purchase price, to New
Sponsors counsel, Ganfer & Shore, LLP, 360 Lexington Avenue, 13th Floor, New York,
New York 10017, attention Steven R. Ganfer, Esq. An additional 7.5% of the purchase
price shall be payable upon the Original Tenant's receipt of a commitment letterfrom an
institutional lender. in the event the Original Tenant elects to purchase the Unsold Unit
with cash, the additional 7.5% of the purchase price shall be payable 30 days after the
date fully executed contracts are delivered to the Original Tenant's attorney. The
balance of the purchase price will be payable at the closing of titleto the Unsold Unit.
The Original Tenant shall be obligated to close within ninety (90) days after Original
Tenant receives a fully executed Purchase Agreement from the New Sponsor.
In the event an Original Tenant declines to purchase or surrender the
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nsold Apartment within the Exclusive Period and New Sponsors elects to then offer
e Unsold Apartment to another shareholder in the building, any shareholder
pursuant to such offer must execute and deliver four (4) executed copies of
Jrchasing
se Purchase Agreement along with a check equaling 10% of the purchase price, to
Sponsors'
ew counsel, Ganfer & Shore, LLP, 360 Lexington Avenue, 13th Floor, New
ork, New York 10017, attention Steven R. Ganfer, Esq.
The prices set forth on Exhibit A are negotiable and subject to change. New
ponsor also reserves the right to negotiate any and all of the other terms and
anditions of the purchase, including, but not limited to, the amount of the down
ayment, the financing and other contingencies, the payment of any of purchaser's
xpenses, financing fees and closing costs, inducements to purchase, the scope of any
anovations and repairs. However, no such change in purchase price shall be made
rith respect to an Unsold Unit for which a Purchase Agreement is then in effect, without
le consent of the purchaser thereunder. No purchaser shall be entitled to the benefit of
ny other terms or conditions
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FILED: NEW YORK COUNTY CLERK 10/27/2022 12:50 PM INDEX NO. 153982/2021 NYSCEF DOC. NO. 36 RECEIVED NYSCEF: 10/27/2022 FIFTEENTH AMENDMENT TO THE CONDOMINIUM OFFERING PLAN FOR PREMISES: 315 SEVENTH AVENUE NEW YORK, NEW YORK DATED: DECEMBER 27, 2013 THIS AMENDMENT MODIFIES AND SUPPLEMENTS THE TERMS OF THE ORIGINAL OFFERING PLAN AND THE FIRST FOURTEEN AMENDMENTS THERETO, AND SHOULD BE READ IN CONJUNCTION WITH SUCH PLAN AND AMENDMENTS. .. FILED: NEW YORK COUNTY CLERK 10/27/2022 12:50 PM INDEX NO. 153982/2021 NYSCEF DOC. NO. 36 RECEIVED NYSCEF: 10/27/2022 1. ACQUISITION OF UNSOLD UNITS 315 Seventh Residential Member, LLC, as purchaser, and Nurture Nature Foundation, as seller (the "Original Sponsor"), entered into a Purchase and Sale Agreement dated May 9, 2013, as amended by that First Amendment to Purchase Agreement dated June 27, 2013 (the "Contract of Sale"), for the sale of all of Seller's right, titleand interest in and to the condominium units ("Unsold Units") set forth on Exhibit A annexed hereto. 315 Seventh Residential Member, LLC assigned all of its rights, obligations and interests in and to the Contract of Sale to 315 Seventh Residential, LLC ("New Sponsor") by a transfer of membership interests dated June 27, 57* 2013. New Sponsor has an office located c/o ABC Properties, 152 West Street, New York New York 10019. The closing of the sale to the New Sponsor occurred on August 26, 2013. in accordance with the terms of the Contract of Sale, New Sponsor is entitled to all of the rights of a Holder of Unsold Units. Pursuant to the regulations of the Department of Law, any entity or person who acquires more than a ten (10%) percent interest in a condominium is deemed to be a "Sponsor" of an offering plan. New Sponsor is a Delaware Limited Liability Company, whose only managing members are Arthur B. Cornfeld and Alan Fisher (collectively, the "Principals"). No other member is entitled to participate in the day-to-day operations of the New Sponsor. The Principals will cany out the day-to-day operations of the New Sponsor and thereby exercise control over the day-to-day management of the Unsold Units and the sale of any individual Unsold Units. Except as disclosed in section 10 below entitled "New Sponsor's Financial Update", the Principals have not previously participated, as a principal or broker, in any cooperative or condominium offering of property within the past five (5) years. Due to the length of time that has elapsed since the initialfiling of the Plan and the small percentage of Unsold Units (both in number and in shares) that are the subject of this offering, New Sponsor has not assumed, and do not by the filing of this Amendment assume, and shall not be liable for, any past obligations of the Original Sponsor and/or any previous owner of the Unsold Units, pursuant to the Plan or otherwise, to the Condominium or any Purchasers of other units in the Condominium that were not purchased from the New Sponsor. New Sponsor believes, based on their actual knowledge, that the Original Sponsor has fully performed all of its obligations to the Condominium, including, but not limited to, making any necessary contributions to a Working Capital and/or Reserve Fund and making any necessary repairs and improvements to the Building (to the extent that any were required under the Plan). Notwithstanding the foregoing, any amendment to the Plan filed by the New W:\8022\94\00041570.DOC;2 FILED: NEW YORK COUNTY CLERK 10/27/2022 12:50 PM INDEX NO. 153982/2021 NYSCEF DOC. NO. 36 RECEIVED NYSCEF: 10/27/2022 Sponsor must comply with the requirements of Article 23-a of the General Business Law with respect to the disclosure of all material facts to prospective Purchasers of Unsold Units from New Sponsor and with any other requirements of the General Business Law in connection with the Plan. Nothing contained herein is intended to release (i)the New Sponsor from any liabilityitmight have, ifany, for failure to comply with any disclosure obligation itmay have under law to any Purchaser who purchases from the New Sponsor, (ii)the Original Sponsor from any liabilitythe Original Sponsor may have had to the Condominium, if any, or (iii)the New Sponsor from any obligations the New Sponsor may have under the terms of the Declaration or By-laws to the Condominium. In addition, as with any purchase, potential Purchasers are advised to perform due diligence in connection with their purchases and to consult with reputable counsel and other professionals in reviewing the Plan and in evaluating their purchases. The New Sponsor is represented by Ganfer & Shore, LLP, with offices at 360 Lexington Avenue, New York, New York 10017 in connection with the preparation of this Amendment to the Plan. Ganfer & Shore will also represent the New Sponsor in connection with the sale of, and closing of any of the Unsold Units, arid shall hold all of the deposits in escrow, in accordance with the requirements of the General Business Law Sections 352-e (2-b) and 352-h as is more fully described below. 2. PRICES AND IMPROVEMENTS New Sponsor is currently offering the vacant Unsold Units or Unsold Units hereinafter becoming vacant, for sale at the prices set forth on Exhibit A, which prices are negotiable and subject to change. Pursuant to the terms set forth in Paragraph 11 hereof, New Sponsor is also offering to sell occupied Unsold Units to the respective Original Tenants thereof or, in the alternative, pursuant to the terms set forth in Paragraph 12 hereof, Sponsor is also offering to pay such Original Tenants a Relocation Allowance. The form of purchase agreement to be used by the New Sponsor is annexed hereto as Exhibit B (the "Purchase Agreement"). Notwithstanding the foregoing, the Plan will be amended to reflect (i) a general price change affecting a group, line, or other category of Units (as distinguished from an isolated price change), (ii)a price change to be advertised in a newspaper or other media, or a (iii) higher price for an individual Unit unless the increase reflects any agreed upon addition or work in and to the Unit. 3. CLOSING COSTS In addition to the purchase price for the Unsold Units, the downpayment towards the purchase price equal to ten (10%) percent of the purchase price required upon the signing of a Purchase Agreement, and Purchaser's customary closing costs, at W:\8022\94\00041570.DOC;2 FILED: NEW YORK COUNTY CLERK 10/27/2022 12:50 PM INDEX NO. 153982/2021 NYSCEF DOC. NO. 36 RECEIVED NYSCEF: 10/27/2022 the closing of title to each Unsold Unit, Purchasers will be obligated to pay the following additional costs: (i)· The New York State deed document .4% of stamps, currently the total consideration, but when paid by the Purchaser is increased to approximately .4016%; (ii) The New York City Real Property Transfer Tax, which is currently: 1.0% of the total consideration where the total consideration is $499,000.00 or less, but when paid by the Purchaser is approximately 1.014% (since the shifting of the obligation from the New Sponsor to the Purchaser is considered to be additional consideration), or 1.425% percent of the total consideration where the total consideration is $500,000 or more, but when paid by the Purchaser is approximately 1.451% (since the shifting of the obligation from the New Sponsor to the Purchaser is considered to be additional consideration), and any applicable filing fee(s); (iii) The amount of $2,500.00 to Ganfer & Shore, LLP, New Sponsor's closing counsel, representing a fee for services in connection with coordinating and attending the closing. Such fee shall be payable at, or prior to, the closing by certified or bank check made payable directly to the order of Ganfer & Shore, LLP. In the event the closing takes place outside of the Offices of Ganfer & Shore, LLP, there shall be an additional fee of $250.00. All of the foregoing fees are cumulative. 4. NEGOTIABLE TERMS The New Sponsor hereby resentes the right to negotiate with Purchasers all aspects of the price of the Unsold Units, including but not limited to (1) renovations or improvements to the Unit or the fixtures or equipment contained therein or credits or allowances therefor; (ii)reduced downpayment deposit towards purchase price; (iii) rebate or interim rent payments; (iv) payment of all or part of the Purchaser's closing attomeys' costs such as fees, transfer taxes, financing costs, origination fees and/or commitment fees; (v) extensions of time periods provided for in the Plan, and (vi) any and allother costs related to the costs of acquiring title to the Units. Furthermore, the New Sponsor reserves the right to amend the Plan from time to time to add and/or delete negotiable terms or to expand the applicability of such negotiable terms to all Purchasers following the Closing Date. W:\8022\94iO0041570.DOc;2 FILED: NEW YORK COUNTY CLERK 10/27/2022 12:50 PM INDEX NO. 153982/2021 NYSCEF DOC. NO. 36 RECEIVED NYSCEF: 10/27/2022 5. MANAGING AGENT Maxwell-Kates is the management company for the Condominium. ABC Properties is the management company for the New Sponsor's Unsold Units. 6. ESCROW TRUST FUNDS The disclosure contained in this Amendment regarding escrow provisions replaces and supersedes the former section of the Plan dealing with the placing of down payments in escrow. As of the date of this Amendment alldown payments being held in escrow will be placed in an account in conformity with the disclosure contained in this Amendment. The Department of Law has revised its regulations to eliminate the Attorney General's authority to adjudicate disputes regarding the disposition of deposits, down payments, or advances ("Deposits") received by New Sponsor pursuant to New York General Business Law ("GBL") Sections 352-3(2-b) and 352-h. The changes only impact Purchasers who have not received a fully executed Purchase Agreement prior to the date of service of this Amendment. For all other Purchasers, the disclosures set forth in the Procedure to Purchase Section of the Plan shall continue to govem. REVISED PROCEDURE TO PURCHASE SECTION OF THE PLAN The Procedure to Purchase Section of the Plan regarding escrow trust fund requirements is hereby replaced with the following disclosures set forth herein. The Escrow Agent: The law firm of Ganfer & Shore, LLP, with an address at 360 Lexington Avenue, New York, New York 10017, telephone number 212-922-9250, shall serve as escrow agent ("Escrow Agent") for New Sponsor and Purchaser. Escrow Agent has designated the following attomeys to serve as signatories: Steven Ganfer, Esq, Mark Berman, Esq., Steven J. Shore, Esq. and Sandra Jacobus, Esq. All designated signatories are admitted to practice law in the State of New York. Neither the Escrow Agent nor any authorized signatories on the account are the New Sponsor, Selling Agent, Managing Agent, or any . principal thereof, or have any beneficial interest in any of the foregoing. The Escrow Account: The Escrow Agent has established the escrow account at Citibank, N.A. at its branch located at 90 Park Avenue, in the State of New York ("Bank"), a bank authorized to do business in the State of New York. The escrow account is entitled "Ganfer & Shore - Condominium" Attorney Escrow Account the Trafalgar. or similar name ("Escrow Account"). The Escrow Account is federally insured by the FDIC at the maximum amount W:\8022\94\00041570.DOC:2 FILED: NEW YORK COUNTY CLERK 10/27/2022 12:50 PM INDEX NO. 153982/2021 NYSCEF DOC. NO. 36 RECEIVED NYSCEF: 10/27/2022 Notwithstanding the foregoing, the Escrow Agent shall have the right at any time to deposit the Deposit contained in the Escrow Account with the clerk of the county where the Unit is located and shall give written notice to both parties of such deposit. The New Sponsor shall not object to the release of the Deposit to: (a) a Purchaser who timely rescinds in accordance with an offer of rescission contained in the Plan or an Amendment to the Plan; or (b) allPurchasers after an Amendment abandoning the Plan is accepted for filing by the Department of Law. The Department of Law may perform random reviews and audits of any records involving the Escrow Account to determine compliance with all applicable statutes and regulations. Waiver Void: Any provision of any Purchase Agreement or separate agreement, whether oral or in writing, by which a Purchaser purports to waive or indemnify any obligation of the Escrow Agent holding any Deposit in trust is absolutely void. The provisions of the Attorney General's regulations and GBL §§ 352-e(2-b) and 352-h conceming escrow trust funds shall prevail over any conflicting or inconsistent provisions in the Purchase Agreement, Plan, or any amendment thereto. 7. CONDOMINIUM MANAGERS AND OFFICERS The members of the Board of Managers of the Condominium, as of the date, hereof are as follows: - Seven Black President - Avner Kam Vice President - Fischer Treasurer Philip - William Candia Co-Treasurer - Guillermo Femandez Secretary - Commercial Unit Owner Seat ____ - Old Sponsor Seat ____ As of the date of this Amendment, there are no representatives of the New 3ponsor on the Board of Directors and, therefore, the New Sponsor does not control he Board of Directors. To the extent that the minutes of the Board are made available 3 the New Sponsor, New Sponsor will make such minutes available to Purchasers for eview. The Commercial Unit was transferred and a new board representative has not een delegated and, therefore, the seat remains open on the board. Additionally, there i discussion with the board as to who has the right to appoint the successor member of le board to fillthe vacancy in the Old Sponsor's seat. Therefore, this member has not et been designated. :l8022\94\00041570.DOC;2 FILED: NEW YORK COUNTY CLERK 10/27/2022 12:50 PM INDEX NO. 153982/2021 NYSCEF DOC. NO. 36 RECEIVED NYSCEF: 10/27/2022 of $250,000 per deposit. Any deposit in excess of $250,000 will not be insured. All Deposits received by Purchaser shall be in the form of checks, money orders, wire transfers, or other instruments, and shall be made payable to or endorsed. the . by Purchaser to the order of Ganfer & Shore, LLP, as Escrow Agent. Any Deposits made for upgrades, extras, or custom work shall be initially deposited into the Escrow Account, and released in accordance with the terms of the Purchase Agreement. The interest rate for all Deposits made into the Escrow Account shall be the prevailing rate for such accounts, which as of .September 1, 2013 was approximately .10% Interest shall begin to accrue upon placing the Deposit into the Escrow Account. All interest earned thereon shall be paid to or credited to the Purchaser at closing. No fees of any kind may be deducted from the Escrow Account, and the New Sponsor shall bear allcosts associated with the maintenance of the Escrow Account. The Purchase Agreement: The Purchase Agreement contains the terms and conditions upon which a Unit will be sold and should be read carefully by each Prospective Purchaser and his or her legal or financial representative before signing it.The form of Purchase Agreement set forth in Part IIof the Plan and/or in any amendments thereto is hereby replaced with the form of Purchase Agreement attached hereto as Exhibit B. The revised escrow provisions reflecting the foregoing are included in such revised Purchase Agreement. The form of Purchase Agreement is subject to changes based on negotiations in individual transactions. The attorneys for the New Sponsor have been replaced by Ganfer & Shore, LLP, 360 Lexington Avenue, New York, New York 10017. Escrow Agent may act as attorney for the New Sponsor with respect to any sale or any dispute. Notification to Purchaser: Within five (5) business days after the Purchase Agreement has been tendered to Escrow Agent along with the Deposit and Purchaser's W-9 Form, the Escrow Agent shall sign the Purchase Agreement and place the Deposit into the Escrow Account. Within ten (10) business days of the placing the deposit in the Escrow Account, Escrow Agent shall provide written notice to Purchaser and New Sponsor, confirming the Deposit. The notice shall provide the account number and the initialinterest rate to be earned on the Deposit. Any Deposits made for upgrades, extras, or custom work shall be initially deposited into the Escrow Account, and released in accordance to the terms of the Purchase Agreement. W:\B022\94\00041570.DOC;2 FILED: NEW YORK COUNTY CLERK 10/27/2022 12:50 PM INDEX NO. 153982/2021 NYSCEF DOC. NO. 36 RECEIVED NYSCEF: 10/27/2022 The Escrow Agent is obligated to send notice to the Purchaser once the Deposit is placed in the Escrow Account. Ifthe Purchaser does not receive notice of such deposit within fifteen (15) business days after tender of the Deposit, he or she may cancel the Purchase Agreement within ninety (90) days after tender of the Purchase Agreement and Deposit to Escrow Agent. Complaints conceming the failure to honor such cancellation requests may be referred to the New York State Department of Law, Real Estate Finance Bureau, 120 Broadway, 23rd Floor, New York, N.Y. 10271. Rescission shall not be afforded where proof satisfactory to the Attorney General is submitted establishing that the Deposit was timely placed in the Escrow Account in accordance with the New York State Department of Law's regulations concerning Deposits and requisite notice was timely mailed to the Purchaser. Release of Funds: i All Deposits, except for advances made for upgrades, extras, or custom work received in connection with the Purchase Agreement, are and shall continue to be the Purchaser's money, and may not be commingled with any other money or pledged or hypothecated by New Sponsor, as per GBL § 352-h. Under no circumstances shall New Sponsor seek or accept release of the Deposit of a defaulting Purchaser until after consummation of the Plan, as evidenced by the acceptance of a post-closing amendment by the New York State Department of Law. Consummation of the Plan does not relieve the New Sponsor of itsobligations pursuant to GBL §§ 352-e(2-b) and 352-h. The Escrow Agent shall release the Deposit ifso directed: (a) pursuant to the terms and conditions set forth in the Purchase Agreement upon closing of titleto the Unit; or (b) in a subsequent writing signed by both New Sponsor and Purchaser; or (c) by a final, non-appealable order or judgment of a court. Ifthe Escrow Agent is not directed to release the Deposit pursuant to paragraphs (a) through (c) above, and the Escrow Agent receives a request by either party to release the Deposit, then the Escrow Agent must give both the Purchaser and New Sponsor prior written notice of not fewer than thirty (30) days before releasing the Deposit. If the Escrow Agent has not received notice of objection to the release of the Deposit prior to the expiration of the thirty (30) day period, the Deposit shall be released and the Escrow Agent shall provide further written notice to both parties informing them of said release. If the Escrow. Agent receives a written notice from either party objecting to the release of the Deposit within said thirty (30) day period, the Escrow Agent shall continue to hold the Deposit until otherwise directed pursuant to paragraphs (a) through (c) above. W:\8022\94\00041570.DOC;2 FILED: NEW YORK COUNTY CLERK 10/27/2022 12:50 PM INDEX NO. 153982/2021 NYSCEF DOC. NO. 36 RECEIVED NYSCEF: 10/27/2022 8. FINANCIALS FOR CALENDAR YEARS 2011 AND 2012 Annexed hereto as Exhibit C are the financial statements prepared by Christopher T. Griebel, Certified Public Accountant PLLC, the accounting firm retained by the Condominium. The financial statements detail the financial position of the Condominium as of December 31, 2011 and December 31, 2012. 9. BUDGET . Arinexed hereto as Exhibit D is the proposed operating budget for the Condominium for the period commencing as of January 1, 2013. 10. NEW SPONSOR'S FINANCIAL UPDATE In accordance with the Department of Law's requirement that all Sponsor and Holders of Unsold Units are required to amend their offering plans to provide disclosure concerning their financial condition, the New Sponsor is pleased to inform all prospective Purchasers that, as more particularly described below, that the New Sponsor has sufficient assets to meet any obligations which they may incur during the next twelve months (i.e.the effective period of this Amendment). More specifically, prospective Purchasers are advised as follows: A. The Unsold Apartments are currently encumbered by a first mortgage (the "Mortgage") lien held by Bank United (the "Lender") in the amount of $6,000,000 (the "Loan"). This mortgage was the product of financing for the purchase of the Unsold Apartments by the New Sponsors on August 27, 2013. The interest rate is a floating rate at 300 over the one month libor rate per annum, and monthly payments of interest only are required. The mortgage matures on August 27, 2015 and has a one year option to extend at the option of Sponsor. On the maturity date there will be a balloon payment due. Upon the sale of an Unsold Apartment to a third party Purchaser, New Sponsors will pay to Lender a certain portion of the purchase price, as agreed pursuant to the Loan documents, and, in exchange, Lender willrelease such Unsold Apartment from the lien of the Mortgage. B. As of the date of presentation of this Amendment, the New Sponsor has acquired nineteen (19) residential Units in the Condominium. A listof the Unsold Units is annexed hereto as Exhibit A. C. The aggregate monthly common charges attributable to New Sponsor's interest in the Unsold Units is $11,814.17, as is more fully set forth in W:T8022194\00041570.DOC;2 FILED: NEW YORK COUNTY CLERK 10/27/2022 12:50 PM INDEX NO. 153982/2021 NYSCEF DOC. NO. 36 RECEIVED NYSCEF: 10/27/2022 Exhibit A, annexed hereto and made a part hereof. D. The. aggregate quarterly Real Estate Taxes attributable to New Sponsor's interest in the Unsold Units is approximately $53,028.51 as is more fully set forth in Exhibit A, annexed hereto and made a part hereof. E. The aggregate monthly rent received from tenants of all Unsold Units owned by the New Sponsor is $21,954.53, which does not include any rental to the Units that are currently vacant. F. Other than the payment of the maintenance charges disclosed above, the New Sponsor does not have any financial obligations to the Condominium. G. The New Sponsors assets are sufficient to meet their obligations under the Plan, as amended. The New Sponsor is current in all financial obligations to the Condominium. As noted above, ithas sufficient assets to continue to meet itsobligations. H. Arthur B. Cornfeld and Alan Fisher, the only managing members of the New Sponsor, do not own more than a ten (10%) percent interest in, or have participated as a principal or broker in, any other cooperative, condominium or homeowners association offering within the past five (5) years, except as follows: 12th 315-321 East Street, New York, New York 25 Charles Street, New York, New York 58th 140 West Street, New York, New York 170 Second Avenue, New York, New York 72"d 305 West Street, New York, New York (Arthur B. Comfeld only) 599 Broadway, New York, New York 20 Wendell Street, Hempstead, New York 4961-4997 Henry Hudson Parkway, Riverdale, New York Larchmont Acres West, Palmer Ave. & Richbell Rd, Larchmont, NY 711 Forest Club Drive, Wellington, Florida Although other individuals may own more than a 10% interest in the New Sponsor no such individuals have the right to control the day to day operations of the New Sponsor. The sponsors of the referenced offerings are current on their obligations pursuant to the respective offering plans. Offering Plans for these conversions are on file with the Department of Law and are available for public inspection upon request at W:\8022\94\00041570.DOC;2 FILED: NEW YORK COUNTY CLERK 10/27/2022 12:50 PM INDEX NO. 153982/2021 NYSCEF DOC. NO. 36 RECEIVED NYSCEF: 10/27/2022 the Real Estate Financing Bureau at 120 Broadway, New York, New York. 11. OFFER TO ORIGINAL TENANTS New Sponsor hereby elects to offer to any tenant in occupancy as of the effective date of this Amendment, and who was a tenant in occupancy as of the date of presentation of the Plan (hereinafter "Original the exclusive right for forty- Tenant(s)"), five (45) days after the date of presentation of this Amendment (the "Exclusive Period") to either: (i) purchase the Unsold Unit in which they reside at the prices set forth on Exhibit A annexed hereto and made a part hereof (the "Original Tenant Offering Price") and on the terms and conditions set forth in the Purchase Agreement attached hereto as Exhibit B (the "Purchase Agreement"); or surrender (ii) the Unsold Unit in which they reside and accept a relocation allowance (as further described in paragraph 12 below). The price being offered to Original Tenants represents a substantial discount (35%) from the price of the Unsold Unit offered to third party non-residents. In the event an Original Tenant declines to purchase or surrender the Unsold Unit within the Exclusive Period, New Sponsor reserves the right, in itssole and absolute discretion to then offer the Unsold Unit to any other Unit Owner in the building ("Building"), on a first come first serve basis, at the Original Tenant Offering Price. Thus, after the expiration of the Exclusive Period, New Sponsor may permit Unit Owners in the Building to purchase an Original Tenant's Unsold Unit at the Original Tenant Offering Price or at such higher or lower price as New Sponsor may determine, but the Original Tenant shall no Ionger be entitled to purchase its Unsold Unit at such price. The date of presentation of this Amendment shall be the date that the New Sponsor delivers an Amendment that has been accepted for filing to the Original Tenants, ifdelivered in person, or, in the case of mailing, five (5) days after the date the New Sponsor mails an effective Amendment to the Original Tenants. Any Original Tenant who elects to purchase their Unsold Unit must execute and deliver four (4) executed copies of the Purchase Agreement before the expiration of the Exclusive Period, along with a check equating 2.5% of the purchase price, to New Sponsors counsel, Ganfer & Shore, LLP, 360 Lexington Avenue, 13th Floor, New York, New York 10017, attention Steven R. Ganfer, Esq. An additional 7.5% of the purchase price shall be payable upon the Original Tenant's receipt of a commitment letterfrom an institutional lender. in the event the Original Tenant elects to purchase the Unsold Unit with cash, the additional 7.5% of the purchase price shall be payable 30 days after the date fully executed contracts are delivered to the Original Tenant's attorney. The balance of the purchase price will be payable at the closing of titleto the Unsold Unit. The Original Tenant shall be obligated to close within ninety (90) days after Original Tenant receives a fully executed Purchase Agreement from the New Sponsor. In the event an Original Tenant declines to purchase or surrender the W: 8022\94\00041570.DOC;2 FILED: NEW YORK COUNTY CLERK 10/27/2022 12:50 PM INDEX NO. 153982/2021 NYSCEF DOC. NO. 36 RECEIVED NYSCEF: 10/27/2022 nsold Apartment within the Exclusive Period and New Sponsors elects to then offer e Unsold Apartment to another shareholder in the building, any shareholder pursuant to such offer must execute and deliver four (4) executed copies of Jrchasing se Purchase Agreement along with a check equaling 10% of the purchase price, to Sponsors' ew counsel, Ganfer & Shore, LLP, 360 Lexington Avenue, 13th Floor, New ork, New York 10017, attention Steven R. Ganfer, Esq. The prices set forth on Exhibit A are negotiable and subject to change. New ponsor also reserves the right to negotiate any and all of the other terms and anditions of the purchase, including, but not limited to, the amount of the down ayment, the financing and other contingencies, the payment of any of purchaser's xpenses, financing fees and closing costs, inducements to purchase, the scope of any anovations and repairs. However, no such change in purchase price shall be made rith respect to an Unsold Unit for which a Purchase Agreement is then in effect, without le consent of the purchaser thereunder. No purchaser shall be entitled to the benefit of ny other terms or conditions