DECLARATION OF RESTRICTIONS

DECLARATION made this _____ day of _________ , 19____ , by and between ________________ ("Company"), a New York limited partnership and ______________ ("Associates"), a New York New York limited partnership, each having an office c/o ______________________ New York, New York (Company and Associates are sometimes herein referred to collectively as "Owner") and _____________________, a New York corporation having an office c/o ____________________ Street, New York, New York , referred to herein as ("Developer"). Owner and Developer are sometimes herein referred to collectively as "Declarants".

WITNESSETH:

WHEREAS, Company is the fee owner of certain land with the building and improvements thereon, in the City of New York in the Borough of Manhattan, known and numbered as _______________ Street, and Associates is the fee owner of certain land with the buildings and improvements thereon, in the City of New York in the Borough of Manhattan known and numbered as _______________ Street, being more particularly described in Schedule A annexed hereto and herein referred to collectively as the "Owner's Land").

WHEREAS, Developer owns the adjoining parcels of land in the City of New York. in the Borough of Manhattan with the buildings and improvements thereon, known and numbered as _______________ Avenue, New York, New York, as more particularly described in Schedule B annexed hereto (hereinafter referred to as the "Developer's Land"). Developer desires to combine Developer's Land into a single zoning lot with Owner's Land pursuant to the "Resolution" as hereinafter defined (Developer's Land and the Owner's Land being sometimes hereinafter referred to collectively as the"Property"); and

WHEREAS, Owner has transferred to Developer and Developer has purchased from Owner the right to use all of the unused excess floor area and development rights ("Development Rights") now existing and as may hereafter be or become attributable to Owner's Land under the Zoning Resolution of the City of New York effective December 15, 1961, as heretofore amended August 18, 1977 and as same may have been and may be hereafter amended (the "Resolution"); and

WHEREAS, all "parties in interest" (as defined in the Resolution) have joined in the within Declaration or have waived their right to do so.

NOW, THEREFORE, in consideration of the premises, and other valuable consideration, Declarants, with intent to bind all persons in whom the Property is or shall hereafter be vested, do hereby declare the following:

I. The Property consists of interests in several lots of record, each of which is contiguous for more than ten (10) linear feet with the adjacent lot on its common boundary. Said lots are located within a single block and are hereby declared to be a tract of land to be treated as one zoning lot for the purposes of the Resolution.

2. Owner, for itself, its successors and assigns, declares that it shall have no right to, and will not, extend the height or increase the bulk or floor area or increase the "foot print" area of the buildings or structures located on Owner's Land as of the date hereof, or utilize any other development rights allowed to Owner's Land pursuant to the Resolution, other than those used by the buildings or structures located on Owner's Land existing on the date hereof, and that no new buildings or other structures hereinafter erected upon Owner's Land shall exceed in height or contain more bulk or floor area or increase the "foot print" area or utilize more development rights than the existing buildings or other structures located on Owner's Land on the date hereof.

3. No breach by any party to this Declaration, or any agreement ancillary hereto, shall have any effect on the treatment of the Property as one zoning lot for purposes of the Resolution and the Property shall be treated as one zoning lot unless such zoning lot is subdivided in accordance with the provisions of the Resolution.

4. This Declaration may be recorded by either party hereto in the Conveyances Section of the Office of the City Register (New York County) in accordance with the provisions of Section 12-10 of the Resolution.

5. This Declaration shall run with the land affected hereby and shall be binding upon every party having any right, title or interest therein or any part thereof.

IN WITNESS WHEREOF, the Declarants have caused this Declaration to be signed as of the day and year first above written.

Company

By: ___ ________________________
General Partner

Associates

By: ___________________________
General Partner

Developer

By: ______________________________
President