DisclaimerCity Planning Commission (CPC) Reports are the official records of actions taken by the CPC. The reports reflect the determinations of the Commission with respect to land use applications, including those subject to the Uniform Land Use Review Procedure (ULURP), and others such as zoning text amendments and 197-a community-based plans. It is important to note, however, that the reports do not necessarily reflect a final determination. Certain applications are subject to mandatory review by the City Council and others to City Council "call-up."

DECLARATION OF LARGE-SCALE GENERAL DEVELOPMENT

NEW YORK COUNTY

BLOCK LOT

1635 16

1635 17

1635 7

1635 1

RECORD AND RETURN TO:

Paul J. Proulx

Holland & Knight LLP

31 West 52nd Street

New York, NY 10019

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DECLARATION OF LARGE-SCALE GENERAL DEVELOPMENT

THIS DECLARATION OF LARGE-SCALE GENERAL DEVELOPMENT

(“Declaration”), made as of the ____ day of ___________________, 20___, by LEX GARDENS

TP4 LLC, a limited liability company established pursuant to the laws of the State of New York,

having an address at c/o Tahl Propp Equities LLC, 405 Park Avenue, Suite 1103, New York, New

York 10022 (“TP4”) and LEX GARDENS HOUSING DEVELOPMENT FUND COMPANY,

INC., a not-for-profit corporation established pursuant to Article XI of the New York State Private

Housing Finance Law, having an address at c/o NYC Partnership Housing development Fund

Company Inc., 242 36th Street, 3rd Floor, New York, New York 10018 (the “HDFC” and together

with TP4, the “LG-I Declarant”), and LEXINGTON GARDENS OWNERS LLC, a New York

limited liability company, having an address at c/o Tahl Propp Equities LLC, 405 Park Avenue,

Suite 1103, New York, New York 10022 (“LGO Declarant”) (LGO Declarant and LG-I

Declarant, each a “Declarant” and together the “Declarants”).

W I T N E S S E T H:

WHEREAS, the LG-I Declarant is the owner in fee title of certain land, with the buildings

and improvements thereon, located in the Borough of Manhattan, County of New York, City and

State of New York, identified on the Tax Map as Block 1635, Lots 17, which real property is more

particularly described in Exhibit B annexed hereto and made a part hereof (the “Lex Gardens

Lot” and the building located thereon is herein referred to as “Lex Gardens”); and

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WHEREAS, immediately preceding the Closing Date (defined below) the City of New

York (the “City”), acting by and through its Department of Housing Preservation and

Development (“HPD”), was the owner in fee title of certain land, located in the Borough of

Manhattan, County of New York, City and State of New York, identified on the Tax Map of the

City of New York, County of New York ("Tax Map") as Block 1635, Lot 1 (the “City Lot”),

which real property is more particularly described in Exhibit A annexed hereto and made a part

hereof; and

WHEREAS, immediately preceding the Closing Date (defined below), Lex Gardens II

TP4 LLC (“TP4 II”) and Lex Gardens II Housing Development Fund Company, Inc. (the “HDFC

II”, together with TP4 II, “LG-II”) were the owners in fee title of certain land, located in the

Borough of Manhattan, County of New York, City and State of New York, identified on the Tax

Map as Block 1635, Lots 7 and 16, which real property is more particularly described in Exhibit

C annexed hereto and made a part hereof (the “Development Lots” and together with the City

Lot, the “Development Site”) (the City Lot, Lex Gardens Lot, and Development Lots, each a

“Lot” and together the “Lots”); and

WHEREAS, in anticipation of the Large Scale Development Project (defined below), the

LG-I Declarant’s and LG-II’s predecessor in interest and the City previously executed (i) a

Declaration of Zoning Lot Restrictions (the “DZLR”), dated June 25th, 2015 and recorded at

CRFN 2015000234825, in accordance with certain provisions set forth in the definition of the term

“zoning lot” in Section 12-10 of the Zoning Resolution of the City of New York, effective

December 15, 1961, as amended to date and as same may hereafter be amended (the “Zoning

Resolution” or “ZR”) in order to merge the City Lot, the Lex Gardens Lot, and the Development

Lots into a single zoning lot (such zoning lot is herein referred to as the “Subject Property”), and

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(ii) such other agreements, easements and licenses as are necessary to effectuate the intent of the

parties in connection with this Agreement (the DZLR and such other agreements, easements and

licenses are herein collectively referred to as the “Zoning Documents”); and

WHEREAS, LG-II and L+M Development Partners have formed the LGO Declarant to

develop the City Lot and the Development Lots with a new affordable housing building with

approximately 390 dwelling units (the “Lex Gardens II”) with financing from HPD

(“Financing”); and

WHEREAS, simultaneously with the execution of the this Declaration and the closing on

the Financing for Lex Gardens II (the “Closing Date”), TP4-II will transfer its interest in the

Development Lots to LGO Declarant and, subject to approval of the UDAAP Application (defined

below), the City will transfer its interest in the City Lot to LGO; and

WHEREAS, the LG-I Declarant and the LGO Declarant desire to improve the Subject

Property as a "large-scale general development" meeting the requirements of Section 12-10 of the

Zoning Resolution definition of “large-scale general development” (such proposed improvement

of the Subject Property, the “Large Scale Development Project”); and

WHEREAS, HPD and the LGO Declarant filed an application with the New York City

Department of City Planning (hereinafter “DCP”) pursuant to Section 197-c of the City Charter

for: (1) designation of the City Lot as an Urban Development Action Area Project and the related

disposition of the City Lot to LGO (N 160340 HAM) (the “UDAAP”); (2) a zoning map

amendment to change existing C8-4, R7-2 and R7-2/C1-5 zoning districts to R9/C2-4 for the

Subject Property (C 160336 ZMM) (the “Zoning Map Amendment”); (3) a large-scale general

development special permit pursuant to ZR Section 74-743, applicable to the Subject Property, to

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allow for the location of the Large Scale Development Project without regard to height and setback

regulations, including streetwall location regulations (C 160338 ZSM) (the “Large Scale Special

Permits”); (4) a parking special permit pursuant to ZR Section 74-532, to allow, within the Large

Scale Development Project, a waiver of required accessory residential off-street parking spaces

for the Lex Gardens II and previously required parking spaces for Lex Gardens (C 160339 ZSM)

(the “Parking Special Permit” and together with the Large Scale Special Permit, the “Special

Permits”); and (5) a zoning text amendment to Appendix F of the Zoning Resolution to apply the

Mandatory Inclusionary Housing (C 160338 ZSM) (“MIH”) program and designate the Subject

Property as a MIH Area (N 160337 ZRM) (the “Text Amendment”) (items 1 through 5, each an

“Application” and collectively, the “Land Use Applications”); and

WHEREAS to insure that the development of the Subject Property is (i) consistent with

the analyses in the _________, 2016 Environmental Assessment Statement (“EAS”) for City

Environmental Quality Review Application No. 16HPD082M, pursuant to Executive Order No.

91 of 1977, as amended, and the regulations promulgated thereunder at 62 RCNY § 5-01 et seq.

(“CEQR”) and the State Environmental Quality Review Act, New York State Environmental

Conservation Law § 8-0101 et seq. and the regulations promulgated thereunder at 6 NYCRR Part

617 (“SEQRA”), as revised by a October ____, 2016 Technical Memorandum (the “Tech Memo”),

and (ii) includes certain project components related to the environment ("PCREs") with respect to

hazardous materials, noise, and historic architectural resources, which were material to the Revised

Negative Declaration of no significant effect, issued by HPD on June 2, 2016, and amended on

October ____, 2016 (the “Neg Dec”), Declarant has agreed to restrict the development, operation,

use and maintenance of the Subject Property in certain respects, which restrictions shall be set

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forth in that certain Land Disposition Agreement (the “LDA”) to be entered into between the HPD

and Declarant; and

WHEREAS, the CPC adopted resolutions approving the Land Use Applications on

October ____, 2016, under Calendar Numbers ______________, and the New York City Council

adopted resolutions approving the decision of CPC on ________________, 20___, under

Resolution Numbers _________________ (such resolutions the “Land Use Approvals”); and

WHEREAS, all parties in interest (as such term is defined in the definition of “zoning lot”

in ZR Section 12-10) to the Zoning Lot as shown on the Zoning Lot Certification of

______________________ Title Insurance Company, dated ______________________, 20___,

(the “Certification”) and attached hereto as Exhibit D, have joined in this Declaration or have

waived or have previously waived their right to do so; and

WHEREAS, the Declarants desire to restrict the manner in which the Subject Property

may be developed, redeveloped, maintained and operated in the future, and intends these

restrictions to benefit all the land on the Subject Property;

NOW, THEREFORE, the Declarants do hereby declare and agree that the Subject

Property shall be held, sold, transferred, conveyed and occupied subject to the restrictions,

covenants, obligations, easements, and agreements of this Declaration, which shall run with the

Subject Property and which shall be binding on the Declarants, their successors and assigns.

1. Designation of Large-Scale General Development. Declarants hereby declare

and agree that, following the Effective Date (as defined in Section 6 hereof), the Subject Property,

if developed pursuant to the Large Scale Special Permits, shall be treated and developed as a

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“large-scale general development”, as such term is defined in the Zoning Resolution in effect on

the Effective Date, and shall be developed and enlarged as a single unit.

2. Development of Subject Property.

(a) Plans. If the Subject Property is developed in whole or part in accordance with the

Large Scale Special Permits, Declarant covenants that the Subject Property shall be developed in

substantial conformity with the following plans prepared by Curtis + Ginsberg Architects LLP,

approved as part of the Large Scale Special Permits and annexed hereto as Exhibit E and made a

part hereof (collectively, the “Plans”):

Drawing No. Title Date

G-00.00 Cover Sheet

6/3/2016

Z-00.00 Survey

5/4/2016

Z-03.00 Zoning Analysis

6/3/2016

Z-03.01 Zoning Analysis

6/3/2016

Z-04.00 Zoning Lot Site Plan

6/3/2016

Z-05.00 Ground Floor Plan

6/3/2016

Z-06.00 Second Floor Plan

6/3/2016

Z-07.00 Third Floor Plan

6/3/2016

Z-08.00 to Z-09.00 Waiver Axonometric

6/6/2016

Z-10.00 Waiver Plans

6/6/2016

Z-11.00, 11.01, 12.00,

12.01, 13.00, 13.01,

14.00 and 15.00 Waiver Sections

6/3/2016

Z-15.01, 15.02, and

15.03 Waiver Sections

6/6/2016

Z-16.00, 16.01, 16.02,

and 16.03 Waiver Sections

6/3/2016

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Z-17.00 and 17.01 Waiver Sections

6/6/2016

Z-18.00 and 19.00

Neighborhood Character

Diagram

6/3/2016

Z-20.00

Illustrative Building’s

North Elevation & West

Elevation

5/4/2016

Z-21.00

Illustrative Building’s

South Elevation & East

Elevation

5/4/2016

Z-22.00

Illustrative Building’s

Courtyard Elevations

6/3/2016

(b) In the event that Declarant seeks to develop the Subject Property other than as the

Large Scale Development Project, Declarant shall not be authorized to develop the Subject

Property except as would be permitted pursuant to the zoning district regulations made applicable

to the Subject Property pursuant to the Zoning Map and Text Amendment.

3. Representation. Declarants hereby represent and warrant that on the Closing

Date there will be no restriction of record on the development, enlargement, or use of

the Subject Property, nor any then-existing estate or interest in the Subject Property, nor any

lien, obligation, covenant, easement, limitation or encumbrance of any kind that shall

preclude the restriction and obligation to develop and enlarge the Subject Property as a large-

scale general development as set forth herein.

4. Binding Effect. The restrictions, covenants, rights and agreements set forth

in this Declaration shall be binding upon Declarants and any successor or assign of Declarants;

provided that the Declaration shall be binding on any Declarant only for the period during which

such Declarant, or any successor or assign thereof, is the holder of an interest in the Subject

Property and only to the extent of such Declarant's interest in the Subject Property. At such time

as a Declarant or any successor to a Declarant no longer holds an interest in the Subject Property,

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such Declarant's or such Declarant's successor's obligations and liability under this Declaration

shall wholly cease and terminate and the party succeeding such Declarant or such Declarant's

successor shall assume the obligations and liability of Declarant pursuant to this Declaration

with respect to actions or matters occurring subsequent to the date such party assumes an

interest in the Subject Property to the extent of such party's interest in the Subject Property. For

purposes of this Declaration, any successor to a Declarant shall be deemed a Declarant for such

time as such successor holds all or any portion of any interest in the Subject Property.

5. Recordation. Declarant shall File and record this Declaration in the Office of the

City Register of the City of New York (the "Register's Office"), indexing it against the Subject

Property on the Closing Date. Declarant shall promptly provide to the Chairperson of the CPC a

copy of the Declaration as recorded, so certified by the City Register. If Declarant fails to so

record this Declaration on the Closing Date, CPC may record a duplicate original of this

Declaration, but all costs of recording, whether undertaken by Declarant or by CPC, shall be

borne by Declarant.

6. Effective Date. This Declaration and the provisions and covenants hereof shall

become effective as of the date of recordation of this Declaration in accordance with Section 5

above, provided however, that in the event that any administrative, judicial, or other action or

enforcement proceeding is brought challenging the validity of the Large Scale Special

Permits, the approval of any of the Land Use Applications, the conveyance of the City Lot to

the LGO Declarant or any action undertaken in connection with or related thereto, then the

Effective Date shall be deferred to the date of final resolution of such action or proceeding,

including any appeals, upholding in all respects the validity of the Large Scale Special

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Permits, the approval of the Land Use Applications, the conveyance of the City Lot, or such

related action(s), as the case may be.

7. Notice. All notices, demands, requests, consents, approvals, and other

communications (each, a “Notice”) which may be or are permitted, desirable, or required to be

given under this Declaration shall be in writing and shall be sent or delivered as follows:

(a) if to HPD:

Department of Housing Preservation and Development

100 Gold Street

New York, NY 10038

Attn: [_______________________]

with a copy to:

The general counsel of HPD at the same address

(b) if to LG-I Declarant:

Lex Gardens TP4 LLC

c/o Tahl Propp Equities LLC

405 Park Avenue, Suite 1103

New York, New York 10022

with a copy to:

Holland & Knight LLP

31 West 52nd Street

New York, New York 10019

Attn: Paul J. Proulx

(c) if to LGO Declarant:

Lexington Gardens Owners LLC

c/o Tahl Propp Equities LLC

405 Park Avenue, Suite 1103

New York, New York 10022

and to:

Lexington Gardens Owners LLC

c/o L+M Development Partners

1865 Palmer Avenue, Suite 203

Larchmont, New York 10538

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with a copy to:

Holland & Knight LLP

31 West 52nd Street

New York, New York 10019

Attn: Paul J. Proulx

(d) if to CPC:

New York City Planning Commission

120 Broadway, 31st Floor

New York, New York 10271

Attention: Chairperson

with a copy to:

The general counsel of CPC at the same address

(e) if to a Party-in-Interest other than Declarant:

at the address provided in writing to CPC in accordance with this Section 7

(f) if to a mortgagee of all or any portion of the Subject Property (a “Mortgagee”):

at the address provided in writing to CPC in accordance with this Section 7.

Declarants, CPC, any Party-in-Interest, and any Mortgagee may, by notice provided in

accordance with this Section 7, change any name or address for purposes of this Declaration. In

order to be deemed effective any Notice shall be sent or delivered in at least one of the following

manners: (i) sent by registered or certified mail, postage pre-paid, return receipt requested, in

which case the Notice shall he deemed delivered for all purposes hereunder five days after being

actually mailed; (ii) sent by overnight courier service, in which case the Notice shall be deemed

delivered for all purposes hereunder on the date the Notice was actually received or was refused;

or (iii) delivered by hand, in which case the Notice will be deemed delivered for all purposes

hereunder on the date the Notice was actually received. All Notices from CPC to a Declarant shall

also be sent to every Mortgagee of whom CPC has notice, and no Notice shall be deemed properly

given to a Declarant without such notice to such Mortgagee(s). In the event that there is more than

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one Declarant at any time, any Notice from the City or the CPC shall be provided to all Declarants

of whom CPC has notice.

8. Defaults and Remedies.

(a) Declarants acknowledge that the restrictions, covenants, and obligations of this

Declaration will protect the value and desirability of the Subject Property, as well as benefit the

City. If a Declarant fails to perform any of a Declarant’s obligations under this Declaration, the

City shall have the right to enforce this Declaration against a Declarant and exercise any

administrative, legal, or equitable remedy available to the City, and Declarant hereby consents to

same; provided that this Declaration shall not be deemed to diminish Declarant’s or any other

Party-in-Interest’s right to exercise any and all administrative, legal, or equitable remedies

otherwise available to it, and provided further, that the City’s rights of enforcement under this

Declaration shall be subject to the cure provisions and periods set forth in this Declaration.

Declarants also acknowledge that the remedies set forth in this Declaration are not exclusive and

that the City and any agency thereof may pursue other remedies not specifically set forth herein

including, but not limited to, a mandatory injunction compelling a Declarant to comply with

the terms of this Declaration and a revocation by the City of any certificate of occupancy,

temporary or permanent, for any portion of the Large Scale Development Project on the Subject

Property subject to the Land Use Approvals; provided, however, that such right of revocation shall

not permit or be construed to permit the revocation of any certificate of occupancy for any use or

improvement that exists on the Subject Property as of the date of this Declaration.

(b) Notwithstanding any provision of this Declaration to the contrary, each Declarant,

and each Declarant’s successors and assigns, and the City shall be entitled to enforce or assert any

claim arising out of or in connection with this Declaration. Nothing contained herein should be

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construed or deemed to allow any other person or entity to have any interest in or right of

enforcement of any provision of this Declaration or any document or instrument executed or

delivered in connection with the Land Use Applications. In any proceedings brought by the City

against Declarants seeking to deny or revoke building permits or certificates of occupancy with

respect to the Large Scale Development Project on the Subject Property, or to revoke any Special

Permits approved by the Land Use Approvals, or to impose a lien, fine or other penalty, or to

pursue any other remedy available to the City, if the event or occurrence which is the basis of an

allegation of a failure to comply by a Declarant is associated with a particular Lot or portion(s) of

a Lot developed as part of the Large Scale Development Project on the Subject Property, then the

City shall only deny or seek the revocation of building permits or certificates of occupany for such

Lot(s) or portion(s) of Lots, and only seek to impose a fine, lien or other penalty on such Lot(s) or

portion(s) of a Lot, and any such event or occurrence shall not provide the basis for denial or

revocation of the Special Permits approved by the Land Use Approvals or building permits or

certificates of occupancy, or the imposition of any fine, lien or other penalty, with respect to other

Lot(s) or portion(s) of a Lot comprising a portion of the Large Scale Development Project on the

Subject Property for which no such failure to comply has occurred.

(c) Prior to the City instituting any proceeding to enforce the terms or conditions of

this Declaration due to any alleged violation hereof, the City shall give each Declarant, every

Mortgagee and every Party-in-Interest thirty (30) business days written notice of such alleged

violation, during which period the Declarants, any Party-in-Interest and any Mortgagee shall

have the opportunity to effect a cure of such alleged violation or to demonstrate to City why the

alleged violation has not occurred. If a Mortgagee or Party-in-Interest performs any obligation

or effects any cure a Declarant is required to perform or cure pursuant to this Declaration, such

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performance or cure shall be deemed performance on behalf of Declarant and shall be accepted

by any person or entity benefited hereunder, including CPC and City, as if performed by

Declarant. If Declarant, any Party-in-Interest or Mortgagee commences to effect such cure

within such thirty (30) day period (or if cure is not capable of being commenced within such

thirty (30) day period, Declarant, any Party-in-Interest or Mortgagee commences to effect such

cure when such commencement is reasonably possible), and thereafter proceeds diligently

toward the effectuation of such cure, the aforesaid thirty (30) day period (as such may be

extended or shortened in accordance with the preceding clause) shall be extended for so long as

Declarant, any Party-in-Interest or Mortgagee continues to proceed diligently with the

effectuation of such cure, as determined by the City. In the event ownership of any of the Lots

is held by multiple Declarants, notice as to those Lots shall be provided to all Declarants of such

Lots from whom City has received notice in accordance with Section 7 hereof.

(d) If Declarant fails to observe any of the terms or conditions of this Declaration, and

Declarant fails to cure such violation within the applicable grace period provided in Section 8(c)

above, then, upon the expiration of such cure period, prior to institution by the City of any action

or proceeding against Declarant, and every Party in Interest shall be given thirty (30) days

written notice of such alleged violation by the City, during which period each Party in Interest

shall have the opportunity to effect such cure. If any Party in Interest commences to effect a cure

during such thirty (30) day period and thereafter proceeds diligently to complete the

effectuation of such cure, such cure period shall be extended for so long as any Party in

Interest continues to proceed diligently toward such cure. If a Party in Interest performs any

obligation or effects any cure Declarant is required to perform or cure pursuant to this

Declaration, such performance or cure shall be deemed performance on behalf of

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Declarant and shall be accepted by any person or entity benefited hereunder, including CPC and

the City, as if performed by Declarant.

(e) If, after due notice and opportunity to cure as set forth in this Declaration,

Declarants, Mortgagee or a Party-in-Interest shall fail to cure the alleged violation, the City may

exercise any and all of its rights, including without limitation those delineated in this Section 8

and may disapprove any amendment, modification or cancellation of this Declaration on the sole

ground that a Declarant is in default of a material obligation under this Declaration. The time

period for curing any violation by a Declarant, Mortgagee, and/or Party-in-Interest shall be

subject to extension for Uncontrollable Circumstances pursuant to Section 8(f) hereof.

(f) (i) In the event that, as the result of Uncontrollable Circumstances, Declarant

is unable to perform or complete any obligation (A) at the time or times required by this

Declaration; (B) at the date set forth in this Declaration for such action, if a specific date for such

requirement is set forth herein; or (C) prior to submitting an application for a building permit or

other permit or certificate of occupancy which is conditioned on the completion of such

requirement, where applicable, Declarant shall, within forty-eight (48) hours after the occurrence

of such Uncontrollable Circumstances becomes apparent so notify the Chair in writing. Such

notice (the “Delay Notice”) shall include a description of the Uncontrollable Circumstances, and,

if known to Declarant, their cause and probable duration. In the exercise of his or her reasonable

judgment, the Chair shall, within thirty (30) days of its receipt of the Delay Notice, (x) certify in

writing that the Uncontrollable Circumstances have occurred, or (y) notify Declarant that it does

not reasonably believe that the Uncontrollable Circumstances have occurred. Failure to respond

within such thirty (30) day period shall be deemed to be a determination by the Chair that

Uncontrollable Circumstances have not occurred. Upon a certification that Uncontrollable

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Circumstances have occurred, the Chair may grant Declarant the requested relief, either in whole

or in part, and, as a condition of the granting of such relief, the Chair may also require that

Declarant post a bond, letter of credit or other security in a form reasonably acceptable to the Chair

in order to ensure that the obligation will be completed in accordance with the provisions of this

Declaration.

(ii) “Uncontrollable Circumstances” shall mean: delays from any and all

causes beyond Declarant’s reasonable control, including, without limitation, delays resulting from

(A) orders of any court of competent jurisdiction, (B) labor disputes (including strikes, lockouts

not caused by Declarant, slowdowns and similar labor problems), (C) accident, mechanical

breakdown, shortages or inability to obtain labor, fuel, steam, water, electricity, equipment,

supplies or materials (for which no substitute is readily available at a comparable price), (D) acts

of God (including inordinately severe weather conditions), and (E) war, sabotage, hostilities,

invasion, insurrection, riot, acts of terrorism, mob violence, malicious mischief, embargo,

quarantines, national, regional or local disasters, calamities or catastrophes, national emergencies,

enemy or hostile governmental action, civil disturbance or commotion, earthquake, flood, fire or

other casualty of which Declarant has given the Chair notice.

9. Applications.

(a) Declarant and/or Declarant’s successors or assigns shall include a copy of this

Declaration with any application made to DOB for a foundation, new building, alteration, or other

permit for any portion of the Large Scale Development Project subject to the Land Use Approvals.

Nothing in this Declaration, including but not limited to the declaration and covenant made in

Section 1 hereof to develop and enlarge the Subject Property as a single unit, shall be construed

to prohibit or preclude Declarant from filing for, or DOB from issuing, any permit for all or any

#38727124_v4 -16-

portion of the Large Scale Development Project, in such phase or order as the Declarant sees fit

in the Declarant’s sole discretion.

(b) Subject to the requirements of Section 10 hereof, nothing in this Declaration shall

be construed to prevent Declarant or any of Declarant’s successors or assigns from making any

application of any sort to any governmental agency or department (each an “Agency”) in

connection with the development of the Subject Property; provided, that Declarant shall include

a copy of this Declaration in connection with any application for any such discretionary approval,

and provided that nothing in this Section 9(b) shall be construed as superseding the requirements,

restrictions, or approvals that may be required under agreements with any other Agency or the

City.

10. Amendment, Modification and Cancellation.

(a) This Declaration may be amended, cancelled, or modified upon application by

Declarants, collectively, and upon the express written approval of CPC or an agency succeeding

to CPC’s jurisdiction. No other approval shall be required from any other public body, private

person, or legal entity of any kind.

(b) Notwithstanding anything to the Contrary Contained in Section 10(a) hereof, the

Chair of CPC may by its express written consent administratively approve modifications or

amendments to this Declaration that, in the sole judgment of the Chair, are determined by the Chair

to be a minor amendment or modification of this Declaration, and such minor modifications and

amendments shall not require the approval of CPC.

(c) In the event fee title to the Subject Property or any portion thereof is transferred, all

future Parties-in-Interest expressly consent to any application for amendment, cancellation or

modification to the Large Scale Development Project and/or this Declaration made by any

#38727124_v4 -17-

Declarant with respect to that Declarant’s Lot or such portion thereof, as the case may be. At the

time of any such application, any future Parties-in-Interest shall confirm their consent to such

application to the Chair and shall execute any and all documents, including amendments or

modifications to this Declaration required in connection therewith, within fifteen (15) days of the

Declarant’s request therefor.

(d) Notwithstanding anything to the contrary contained in this Declaration, if all the

Land Use Approvals, as approved or modified by the City Council, given in connection with the

Land Use Applications are declared invalid or otherwise voided by a final judgment of any court

of competent jurisdiction from which no appeal can be taken or for which no appeal has been taken

within the applicable statutory period provided for such appeal, then, upon entry of said judgment

or the expiration of the applicable statutory period for such appeal, this Declaration shall be

cancelled and shall be of no further force or effect and an instrument discharging it may be

recorded. Prior to the recordation of such instrument, Declarants shall notify the Chair of

Declarants’ intent to discharge this Declaration and request the Chair’s approval, which approval

shall be limited to insuring that such discharge and termination is in proper form and provides the

proper provisions which are not discharged survive such termination. Upon recordation of such

instrument, Declarants shall provide a copy thereof to CPC so certified by the Register’s Office.

If some of the Land Use Approvals given in connection with the Land Use Applications are

declared invalid, then Declarants may apply for modification, amendment or cancellation of this

Declaration in accordance with this Section 10. In the event the Large Scale Special Permits are

invalidated but the Zoning Map Amendment is upheld, Section 2(b) shall apply.

11. Severability. In the event that any of the provisions of the Declaration shall be

deemed, decreed, adjudged, or determined to be invalid or unlawful by a court of competent

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jurisdiction, such provision shall be severable and the remainder of this Declaration shall continue

to be in full force and effect.

15. Applicable Law. This Declaration shall be governed and construed by the laws of

the State of New York, without regard to principles of conflicts of law.

[Signature page follows]

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IN WITNESS WHEREOF, the undersigned have executed this Declaration as of the

date first written above.

THE

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ACKNOWLEDGEMENT

STATE OF )

) SS.:

COUNTY OF )

On the ____ day of _________________, 20___, before me, the undersigned, personally

appeared_____________________________________, personally known to me or proved to me

on the basis of satisfactory evidence to be the individual whose name is subscribed to the within

instrument and acknowledged to me that he/she executed the same in his/her capacity, and that

his/her signature on the instrument, the individual, or the person upon behalf of which the

individual acted, executed the instrument.

_______________________________

Notary Public

EXHIBIT A #38727124_v4

EXHIBIT A

SUBJECT PROPERTY DESCRIPTION

EXHIBIT B #38727124_v4

EXHIBIT B

CERTIFICATION OF PARTIES-IN-INTEREST

(SEPARATE ATTACHMENT)

EXHIBIT C #38727124_v4

EXHIBIT C

PLANS

(SEPARATE ATTACHMENT)

EXHIBIT D #38727124_v4

EXHIBIT D