Coach 2013 Annual Report Download - page 238

(b) Except as otherwise specifically provided in this Declaration or the By-Laws, the consent of the Unit Owners owning Units to which are
appurtenant at least two-thirds of the Common Interest in the Condominium, in each case together with (A) the consent of the respective Permitted Mortgagees
(as defined in the By-Laws), if required, of such consenting Unit Owners, and (B) as to any Unit which is then subject to a Declarant Net Lease (as defined
in the By-Laws), the consent of the Declarant Net Lessee and Declarant Net Lessor (both as defined in the By-Laws) (provided that (1) Declarant Net Lessor
will not unreasonably withhold its consent if (i) the Declarant Net Lease requires that the landlord thereunder not unreasonably withhold consent to the matter
in question, and (ii) the proposed amendment is not inconsistent with and will not result in a default under such Declarant Net Lease, and (2) as to all other
amendments, the provisions of such Declarant Net Lease regarding consent will apply) shall be necessary to adopt a proposed amendment to the Declaration or
By-Laws. Notwithstanding the foregoing, (i) any amendment which materially affects the rights of any Unit Owner shall require the consent of such affected
Unit Owner and its Permitted Mortgagees, Declarant Net Lessees and (subject to the provisions set forth in clauses (1) and (2) of this Section 14(b)), Declarant
Net Lessors (it being conclusively presumed, however, that (I) any amendment to Section 7(d), (e), (f), (g), (h) or (m) hereof (other than the first sentence of
Section 7(m)) shall be deemed to materially affect the rights of the Unit Owner of Office Unit 1 so long as Coach or any Coach Affiliate is the Unit Owner of
Office Unit 1 or otherwise occupies more than 60% of Office Unit 1 with respect to Sections 7(d), (e), (f) or (g) only), and (II) any amendment to Section
7(c)(iii) or to the first sentence of Section 7(c)(iv) hereof shall be deemed to materially affect the rights of the Unit Owner of Office Unit 1), and (ii)
amendments to this Declaration which affect only a particular Unit Owner may be made by the Unit Owner in question (with the consent of its Permitted
Mortgagees) and its Declarant Net Lessees without the consent of the unaffected Unit Owners or the Board of Managers (however, the Board of Managers shall
execute any such amendment which a Unit Owner may be entitled as of right to record or which was duly approved by the Unit Owners) provided, however,
such amendment may not affect or be inconsistent with any of the Underlying Agreements or violate any Law. No such amendment shall be effective (x)
unless the Unit Owner(s) proposing such amendment (the “ Proposing Party”) shall have provided the Board of Managers and the other Unit Owners at least
thirty (30) days’ prior written notice of the Proposing Party’s proposed amendment, and (y) until recorded with the New York City Register. Any such
amendment made pursuant to this Section shall be executed by the Board of Managers as attorney-in-fact for the Unit Owners, coupled with an interest, and
the Board of Managers is hereby authorized by such Unit Owners, after approval of the amendment by the requisite number of Unit Owners so to act as their
attorney-in-fact for such purpose. Any dispute between the Unit Owners with respect to whether an amendment materially affects the rights of a Unit Owner
shall be resolved by Arbitration; provided, however, that no such dispute with respect to whether the Proposing Party’s amendment materially affects another
Unit shall be deemed to exist unless the Unit Owner objecting to such amendment (the “ Objecting Party”) delivers written notice specifying the grounds for its
objection in writing to the Proposing Party and the Board of Managers within thirty (30) days of receipt by it of notice of such proposed amendment. Provided
the Objecting Party has delivered such written notice as aforesaid, the Objecting Party and the Proposing Party shall, within the ensuing fourteen (14) day
period, exercise good faith efforts to resolve such dispute before the dispute may be submitted to Arbitration.
(c) No amendment, modification, addition or deletion to this Declaration shall be effective until recorded with the New York City Register. Any
such approved amendment, modification, addition or deletion shall be executed by the Board of Managers. Prior to recording with the New York City Register,
a copy of each amendment to this Declaration shall be certified by the Board of Managers as having been duly adopted. A copy of each amendment so certified
and bearing the date of recording shall be promptly sent to each Unit Owner by the Board of Managers.
(d) Notwithstanding the foregoing, a Unit Owner shall have the right, without the consent of the Board of Managers or any other Unit Owner,
to amend the Condominium Documents, from time to time, solely to effect a subdivision or recombination of its Unit, as provided in Article 9 of the By-
Laws, upon the terms and conditions set forth in Article 9 of the By-Laws.
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