ZONING LOT AND DEVELOPMENT AGREEMENT

AGREEMENT, made this _____ day of ______ 19____ , by and between ____________________ ("COMPANY") , a New York limited partnership having an office c/o ___________________ New York, New York ("Owner") and __________________ ("DEVELOPER"), a New York corporation having an office c/o _______________________.

WITNESSETH:

WHEREAS, Owner owns certain parcels of land, with the buildings and improvements thereon, in the City of New York, in the Borough of Manhattan, generally known and numbered as __________ Street, more particularly described in Schedule A annexed hereto (said land being herein referred to as the "Owner's Land", said buildings and improvements, together with any replacements thereof, being herein referred to as the "Owner's Buildings", and said land and buildings and improvements being herein referred to as the "Owner's Property"); and

WHEREAS, Company owns certain real property more particularly described in Schedule B annexed hereto (hereinafter referred to as the "Company's Land") with the buildings and improvements situate thereon, in the City of New York, in the Borough of Manhattan, generally known and numbered as _________________ Avenue hereinafter referred to as the "Existing Buildings", which is adjacent to the Owner' Land; and

WHEREAS, the Owner’s Land and Company's Land qualify for single zoning lot treatment pursuant to the Zoning Resolution of the City of New York effective December 15, 1961, as heretofore amended August 18, 1977 or as the same has been or may be hereafter amended "the "Zoning Resolution"); and

WHEREAS, Developer proposes to construct one or more new buildings on Developer's Land (which one or more new buildings, with any replacements thereof or additions thereto, being herein collectively called "Developer's Building"); and

WHEREAS, it is proposed that Developer's Building will contain more "floor area", as that term is defined in the Zoning Resolution, than is now available for use under the "floor area ratio" limitation contained in the present Zoning Resolution related to Developer's Land as a "Zoning lot", and, accordingly, Developer desires to utilize the procedure available under the Zoning Resolution for combining Developer's Land, and the Owner's Land into a single "zoning lot" for the purpose of determining compliance by Developer's Building with such limitation; and

WHEREAS, such procedure would make available to Developer's for such purpose the unused floor area ("Unused Floor Area") and the development rights thereto (which unused floor area and development rights thereto are hereinafter collectively called the "Excess Zoning Rights") now available or as may hereafter become available to the Owner's Property under the Zoning Resolution and Owner is willing to make such procedure available to Developer for such purpose; and

WHEREAS, the parties hereto are simultaneously herewith, executing and delivering a Declaration of Restrictions, as defined in Section 12-10 of the Zoning Resolution herein called the "Declaration") which makes such procedures available to Developer for such purpose by creating a single zoning lot (herein called the "Combined Zoning Lot") out of the Owner's Land and Developer's Land:

NOW, THEREFORE, in consideration of the foregoing, the parties hereto hereunto agree as follows:

I. Owner hereby grants to Developer a perpetual easement of light and air over the Owner's Existing Buildings and for this purpose Owner hereby covenants and agrees that no building or other improvement shall be constructed or allowed to exist on the Owner's Land and/or Owner's Buildings nor shall any reconstruction, repair or rebuilding of the existing improvements on the Owners Land be at a height greater than the heights of the roofs of the Owner's Buildings as they now exist, except for mechanical installations or equipment on the roofs of the Owner's Buildings (including, without limitation, water tower and elevator machinery housing) which shall not exceed the height of the presently existing installation or equipment which, together with any replacements thereof or additions thereto, may continue to exist at their present height or the future height necessary for such addition in accordance with applicable law.

Owner further covenants and agrees that no building or other improvement shall be constructed or allowed to exist on the Owner's Land having a total floor area in excess of the total floor area of the Owner's Buildings as they now exist or having floor areas on the ground floor levels (individually, the "Footprint Area") in excess of the Footprint Areas as there now exist.

2. Owner hereby transfers to Developer the Excess Zoning Rights now and as may hereinafter be or become attributable to Owner's Land and agrees with Developer that it may incorporate into Developer's Building all of the Unused Floor Area and otherwise utilize the Excess Zoning Rights to develop Developer's Land. Except to the extent provided herein and in the Declaration, the Owner shall retain all rights in and the existing floor area of the Owner's Buildings and Developer shall have no rights thereto. Owner covenants and agrees to cooperate with Developer in all reasonable respects relating to the legal implementation of incorporating into Developer's Building the Excess Zoning Rights and the development of Developer's Building and Developer's Land including. but not by way of limitation, the making of or joining in any application and the prosecution of all zoning, variance, landmarks and/or environmental applications to the Planning Commission of the City of New York, the Board of Estimate, the Board of Standards and Appeals, the Landmarks Preservation Commission, the New York City Department of Buildings, the Department of Environmental Protection or other City, State or Federal Agency (collectively, the "Agencies") or proceedings relating to Developer's Building and the incorporation therein of the Excess Zoning Rights and to execute all documents and consents pertaining thereto and reasonably required therefor provided that:

(a) any action requested of the Owner by Developer pursuant to this paragraph 2 shall be without cost to the Owner, or such costs will have been previously paid by or on behalf of Developer without recourse to the Owner;

(b) if Developer shall request any such action on the part of the Owner, Developer shall pay any reasonable attorneys' fees incurred by Owner in connection with any such action;

(c) the parties acknowledge that cooperation by Owner shall not include any action which would

(i) materially adversely affect the value of the Owner's Land or the Owner's Buildings, or

(ii) materially adversely affect the permitted uses of the Owner's Buildings, or

(iii) create any rights of access to the Owner's Buildings or Owner's Land,

(iv) grant to Developer any rights relating to the Owner's Buildings or Owner's Land which are not expressly stated herein or in the Declaration.

Additionally, Owner agrees that it shall not appear in opposition to or otherwise oppose any action brought, sought or defended by Developer before any of the Agencies arising out of or in connection with any zoning, variance and/or environmental applications or proceedings relating to Developer's Building and the incorporation of the Excess Zoning Rights therein or any other amendment, permit. approval, license or ruling that, in the reasonable judgment of Developer, affects or may affect the ability of Developer to construct Developer's Building or to incorporate the Excess Zoning Rights therein.

3. Notwithstanding anything to the contrary herein contained, Developer and Owner acknowledge and agree, each with the other, that this Agreement and the Declaration of Restrictions are intended solely to create the Combined Zoning Lot, to grant to Developer the Owner's Excess Zoning Rights, to regulate the rights and obligations of the parties hereto and to impose the restrictions upon Owner herein set forth, and that, except as herein specifically set forth, each party retains full ownership and control of its respective premises. Developer and Owner further acknowledge and agree, each with the other, that nothing herein contained grants to either party the right or easement of physical access upon or over the premises of the other party. Developer and Owner further covenant that no portion of any building or other structure hereafter erected on their respective premises shall encroach upon the premises of the other party in any way at any time. If any such encroachment shall occur, it shall be removed by the party who erected it at such party's sole cost and expense upon written request of the other party; and if a party fails to commence such removal within a reasonable period of time after receipt of such request, the other party shall have all legal and equitable remedies with respect to such failure as described in Paragraph 4.

4. Developer and Owner agree, each with the other, that in the event of any breach or threatened breach of this Agreement by either party, the non-defaulting part shall have the right to any remedy available at law or equity, including, but not limited to, injunctive relief. Nothing herein contained shall relieve Owner or Developer of liability, if any, any, to the other for damage to the other's building(s) arising out of demolition. excavation or construction of Developers or Owner's Building, as the case may be.

5. In the event of the destruction or demolition of any or substantially all of any of the Owner's Buildings, Developer shall cooperate with the Owner in all reasonable respects in connection with applications, if any, made by Owner to any municipal department or Agencies for permits or approvals for reconstruction or replacement of such Owner's Buildings effected thereby, and shall join in such application at Owner's request, provided that

(a) any building or other structure erected on the Owner's Land shall be built in accordance with applicable law and shall not exceed the maximum height, bulk or Floor Area specified in paragraph I and shall not utilize more zoning or development rights than are contained in or utilized by the existing buildings and structures located on the Owner's Land on the date hereof and shall not increase the Footprint Area in excess of the Footprint Area as it now exists, and Developer shall not be deprived of the use or enjoyment of Owner's Excess Zoning Rights or of any of the other rights, easements or benefits granted to Developer hereunder and under the Declaration of Restrictions;

(b) said cooperation shall not include any action which would (i) materially adversely affect the value of Developer's Land or the Existing Buildings or Developer's Building, or (ii) create any rights of access to Developer's Building or Developer's Land, or (iii) grant to Owner any rights relating to Developer's Building or Developer's Land which are not expressly stated herein or in the Declaration;

c) the applications are made in accordance with all applicable laws and have met or will meet with the approval of the New York City Department of Buildings and any other New York City municipal department or agency having or claiming jurisdiction of the Combined Zoning Lot, it being understood and agreed that the right of Owner to reconstruct or replace the Owner's Buildings or any of them shall in such case be subject to the restrictions of the Zoning Resolution and other provisions of law as same may hereafter be amended or enacted and in effect at the time that such applications are made; and

(d) Developer's reasonable expenses, including without limitation, reasonable attorneys' and architect's fees, in connection therewith, shall be promptly paid by Owner.

6. The parties hereto agree that construction plans and specifications for, and applications for Certificates of Occupancy of, any building on Developer's Land shall be separate and independent from those for any building on the Owner's Land, and vice versa, and shall be so filed with the Department of Buildings of the City of New York as to obtain separate "new building" and/or "alteration" numbers and separate certificates of occupancy.

7. The separate interests of the parties hereto require that tax assessments and tax liens concerning their respective properties shall at all times be and remain separate and independent of those concerning the other properties affected hereby. The parties expect that tax assessments and tax liens for Developer's Land shall be determines on a basis which incorporates in Developer's tax lots the Excess Zoning Rights, and removes such Excess Zoning Rights from the Owner's Land and the parties shall execute such documents and prosecute such applications as shall be necessary to effectuate such treatment. Each party agrees hereafter to execute such documents as may reasonably be required in support of the separateness of said properties as tax lots. The parties hereto also agree (each for itself only) that they will not hereafter do anything to oppose such separate tax lots and the valuation thereof as stated herein. Nothing herein shall be deemed to prohibit either party hereto from instituting tax certiorari proceedings with respect to its tax lot provided, however, that such proceedings shall not affect the treatment referred to in the second sentence of this paragraph 7.

8. This Agreement cannot be changed or terminated orally, but only by written agreement signed by the party against whom any such change or termination is asserted.

9. All of the rights, interests, covenants, agreements and conditions contained in this Agreement:

(a) shall run with the lands and buildings affected in perpetuity;

(b) shall, subject to the preceding provisions of this agreement, enure to the benefit of and be binding upon each party to this agreement and such party's successors and assigns; and

(c) shall, to the extent rights hereunder are assigned to the holder of any mortgage encumbering any of the properties affected by this agreement or any interest therein, be enforceable by any such assignee.

10. When used herein, the term "Owner" shall refer only to the then fee owner of the Owner's Property, the term "Developer" shall refer only to the then fee owner of Developer's Property, and any duty or obligation of the Owner or Developer, as the case may be, shall be enforceable only against the then fee owner of the Owner's Property or Developer's Property, as the case may be.

11. Any notices pursuant to this agreement shall be given by mailing registered or certified mail, postage prepaid, return receipt requested, addressed to each party at the addresses hereinabove given, or at such other address as either party may from time to time designate by notice to the other by registered or certified mail (and to the holder of any mortgage encumbering any interest of any party hereto if such holder shall have given notice of its interest and an address for notices hereunder to each of the parties in accordance herewith), provided further that a copy of any notice to any party shall also be mailed to any person designated by such party by notice given to the parties hereto, and to such other address as any party or mortgagee may designate from time to time by notice given to the other party hereto in accordance herewith.

IN WITNESS WHEREOF, the parties hereto have executed and delivered this agreement.