DECLARATION OF MERGER

___________________, a Delaware limited partnership, with an address at ______________________ , New York, New York ("Declarant"), by virtue of the documents referenced below which documents are intended to be recorded in the Office of the City Register, County of New York, immediately prior to the recording of this Declaration of Merger, is the owner and holder of the following estates in the premises described in Schedule A annexed hereto and made a part hereof (the "Premises") , which estates have been conveyed to the undersigned immediately prior hereto:

(i) By Deed dated _________ , recorded ________ in Reel/Liber ______ page/cp ______ from _____________ to ___________ the fee in the land of the Premises (the "Land Fee Interest") was conveyed to Declarant;

(ii) By Deed dated _________ , recorded ________ in Reel/Liber ______ page/cp ______ from _____________ to ____________ the fee interest in all buildings and improvements on the Premises (the "Improvements Fee Interest") was conveyed to Declarant;

(iii) By Assignment of Ground Lease dated _______ , recorded ________ in Reel/Liber ______ page/cp _______ from _______________ the interest as lessee in, to and under that certain ground lease covering the Premises as described in Exhibit A annexed hereto and made a part hereof (the "Ground Lease") was assigned to Declarant; and

By execution of this Declaration of Merger, the undersigned declares and states that the Land Fee Interest, the Improvements Fee Interest, and the lessee's interest in the Ground Lease (the "Ground Leasehold Estate") are hereby merged so as to extinguish the Leasehold Estate and Ground Leasehold Estate which are and shall be deemed terminated and of no further force and effect from and after the date hereof and the undersigned hereby further declares and states that the Land Fee Interest and Improvements Fee Interest are combined and shall be held as one unitary and singular fee interest in the Premises.

IN WITNESS WHEREOF, the Declarant has executed this Declaration of Merger as of the ____ day of _______ , 19___.