NYC DEPARTMENT OF FINANCE OFFICE OF THE CITY REGISTER ‘This page is part ofthe instrument. The City Register will rely on the information provided by you on this page for purposes of indexing this instrument. The information on this page will control for indexing purposes inthe event of any conflict with the rest ofthe document 2016121901440001002EFEDD RECORDING AND ENDORSEMENT COVER PAGE, PAGE 1 OF 204] INEW YORK LAND SERVICES/TO BE PICKED UP 630 THIRD AVENUE- 12TH FLOOR INEW YORK, NY 10017 212-490-2277 File No. 16RC12641 Document ID: 2016121901440001 Document Date: 12-19-2016 Preparation Date: 12-21-2016 Document Type: SUNDRY MISCELLANEOUS. [Document Page Count: 201 PRESENTER: [RETURN TO: INEW YORK LAND SERVICES/TO BE PICKED UP 1630 THIRD AVENUE- 12TH FLOOR INEW YORK, NY 10017 ]212-490-2277 File No, 16RC12641 Property Type: Additional Properties on Continuation Page Y DATA Address 535 CARLTON AVENUE Addeess N/A DEAN STREET NON-RESIDENTIAL VACANT LAND PROPERT' Borough Block Lot Unit BROOKLYN 1129 1 Entire Lot Property Type: COMMERCIAL REAL ESTATE, Borough Block Lot Unit BROOKLYN 1129-50 Emtire Lot ‘CROSS REFERENCE DATA CREN or DocumentiD. on Year___ Reel__ Page or File Number PARTIES PARTY 1: NEW YORK STATE URBAN DEVELOPMENT CORPORATION 633 THIRD AVENUE INEW YORK, NY 10017 Additional Partios Listed on Continuation Page FEES AND TAXES Mortgage : Filing Fee: Mortgage Amount s 0.00 8 0.00 [Taxable Morigage Amounts_[ S$ 0.00) NYC Real Property Transfer Tax Exemption: s 0.00 TAXES: County Basic; | $ 0.00, NYS Real Esiate Transfer Tax City (Additional: | $ 0.00) s 0.00 Spee (Additional) $ 0.00 RECORDED OR FILED IN THE OFFICE _ $ 0.00) son OF THE CITY REGISTER OF THE a < 0.00) CITY OF NEW YORK vo : 0.00 RecordedFiled 12-22-2016 15:57 Addivions MRT} § 2.00 City Register File No(CRFN}: TOTAL: Ts 0.00 1016000455050 Recording Fee: S 7,082.00 ‘Affidavit Fee S 0.00 7 City Register Official SignatureNYC DEPARTMENT OF FINANCE OFFICE OF THE CITY REGISTER | | 2016121901440001002CFCSD. RECORDING AND ENDORSEMENT COVER PAGE (CONTINUATION) PAGE 2 OF 204 Document ID: 2016121901440001 Document Date: 12-19-2016 Preparation Date: 12-21-2016 Document Type: SUNDRY MISCELLANEOUS, PROPERTY DATA, Borough Block Lot Unit Address BROOKLYN 1129 100 Entire Lot N/A DEAN STREET Property Type: COMMERCIAL REAL ESTATE Borough Block Lot Unit Address BROOKLYN 1129. 150 Entire Lot N/A VANDERBILT AVENUE Property Type: COMMERCIAL REAL ESTATE, Borough Block Lot Unit Address BROOKLYN 1129 200 Entire Lot 550 VANDERBILT AVENUE Property Type: COMMERCIAL REAL ESTATE, Borough Block Lot Unit Address BROOKLYN 118 2 Entire Lot 461 DEAN STREET Property Type: COMMERCIAL REAL ESTATE, Borough Block Lot Unit Address BROOKLYN 118 3 Entire Lot N/A ATLANTIC AVENUE Property Type: NON-RESIDENTIAL VACANT LAND Borough Unit Address BROOKLYN Lot N/A ATLANTIC AVENUE Property Type: NON-RESIDENTIAL VACANT LAND Borough Block Lot Unit Address BROOKLYN 11281 Entire Lot 376 AVENUE Property Type: OTHER Borough Block Lot Unit Address BROOKLYN 1128 4 Entire Lot 25 6 AVENUE Property Type: OTHER Borough Block Lot Unit Address BROOKLYN 1128 85. Entire Lot 495 DEAN STREET Property Type: OTHER Borough Block Lot Address BROOKLYN 1128 86 Entire Lot 493 DEAN STREET Property Type: OTHER Borough Block Lot Address BROOKLYN 1128 87 Entire Lot 491 DEAN STREET Property Type: OTHER Borough Block Lot Unit Address BROOKLYN 1181 Partial Lot 620 ATLANTIC AVENUE, Property Type: OTHER Borough Block Lot Unit Address BROOKLYN IIS 7_ Partial Lot N/A ATLANTIC AVENUE Property Type: NON-RESIDENTIAL VACANT LANDNYC DEPARTMENT OF FINANCE OFFICE OF THE CITY REGISTER | | 2016121901440001002CFCSD. RECORDING AND ENDORSEMENT COVER PAGE (CONTINUATION) PAGE 3 OF 204 Document ID: 2016121901440001 Document Date: 12-19-2016 Preparation Date: 12-21-2016 Document Type: SUNDRY MISCELLANEOUS, PAR PARTY I: EMPIRE STATE DEVELOPMENT 633 THIRD AVENUE NEW YORK, NY 10017DECLARATION ESTABLISHING THE PACIFIC PARK OWNERS ASSOCIATION AND CERTAIN COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS Declarant: Date of Declaration: Property: Record and Return to: 83199 6 YCSROSA MSW RELATING TO PREMISES KNOWN AS PACIFIC PARK BROOKLYN, NEW YORK NEW YORK STATE URBAN DEVELOPMENT CORPORATION (d/b/a Empire State Development) ‘As of December /4 , 2016 Brooklyn, New York Block 1118, a portion of Lot 1, Lots 2, 3 and 4, a portion of Lot 7 Block 1128, Lot 1, 4, 85, 86 and 87 Block 1129, Lots 1, 50, 100, 150 and 200 535 Carlton Ave, N/A Dean St, WIA Varclet, It Ade, 550 Uaaclerbs It Ave, 461 Deiat, MA AHanhe. Ae, 25437 6*fue, 191-43 Dnnst, 620 Btlaahe Ade Skadden Arps Slate Meagher & Flom LP Four Times Square New York, New York 10036-6522 Attn: Neil L. Rock, Esq. 973159822TABLE OF CONTENTS E ARTICLE 1 GENERAL... Section 1.1 Definitions... - Section 1.2 Applicability of this Declaration, Section 13 Declaration Binding on All Owners and Other Persons Section 1.4 Members sn = Section 1.5 Transfers... Section 1.6 Condominium Provisions. ee Section 1.7 Limited Liability Company Agreement... ARTICLE 2 USE OF THE DEVELOPMENT AND OPEN SPACE.... Seetion 2.1 General... ee Section 2.2 Individual Development Site Matters... Section 2.3 No Obligation or Liability Section 2.4 Interim Areas... ARTICLE 3 ASSOCIATION OBLIGATIONS Section 3.1 Association Obligations. Section 3.2 Rules and Regulations.. Section 3.3 No Obligation or Liability on the Part of the Association Section 3.4 Utilities Agreement. ARTICLE 4 CONSERVANCY... Section 4.1 General. Section 4.2 Operating for Section 4.3 Operation of the Open Space Section 4.4 Conservancy Budget. Section 4.5 Insurance... Section 4.6 Use of the Open Space Section 4.7 Design Guidelines. Section 4.8 Employees; Managing Agent. )pen Space. 83199 CSROSA-MSWa ARTICLE 5 Section 5.1 Establishment of the Board. Section 5.2 Powers and Duties of the Board. Section 5.3 Appointment of Representatives by Members, Section 5.4 Meetings of the Boat... Section 5.5 Waiver of Certain Daties; Good Faith and Fair Dealing Section 5.6 Employees; Officers. 7 Section 5.7 Budget. ARTICLE 6 Section 6.1 ection 6.2 Fixing of Association Charges.. Section 6.3 Payment of Association Charges and Special Assessments; Emergency. MANAGEMENT OF THE ASSOCIATION ASSOCIATION FUNDING ALLOCATIONS, ASSOCIATION CHARGES AND SPECIAL ASSESSMENTS z Determination of Association Funding Allocations and Voting Shares... Section 6.4 Liability for the Payment of Association Charges and Special Section 65 No Abatement of Association Charges and Special Assessments. Section 6,6 Statement of Association Charges and Special Assessments ARTICLE 7 Section 7.1 Section 7.2 ARTICLE 8 Section 8.1 Section 8.2 Section 8.3 Section 8.4 Section 8.5 Section 8.6 Section 8.7 Section 8.8 Section 8.9 Assessments After the Sale or Other Transfer of a Development Site.. SUBORDINATION; MORTGAGEE PROTECTIVE PROVISIONS Subordination of Mortgages to Declaration.. Rights of Mortgagees...nnnmnnnnnn EVENTS OF DEFAULTS AND CERTAIN REMEDIBS.......00 Types; Notice and Cure Periods Late Charges . Liens for Unpaid Charges Liens and Proceedings for the Collection of Unpaid Association Charges or Special Assessments. Abatement and Enjoinment. Events of Default Loan... Costs and Expenses; Interest... Remedies Cumulative... Rights to Dispute Events of Default and Time Period to Commence Atbitrations Relating to Events of Default... ii HOID9DUNYCSRISA-MSWSection 8.10 Association Self Help Rights... Section 8.11 Declarant’s Self-Help Rights 26 swereeennn DT ARTICLE 9 COVENANT OF FURTHER ASSURANCES. Section 9.1 General. Section 9.2. Power of Attomey In Favor of the Association ARTICLE 10 COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS ‘TO RUN WITH THE LAND... Section 10.1 General. Section 10.2 Declaration of Easements Section 10.3 Rights of Access in Favor of Utility Companies. Section 10.4 Confirmation of Easement Descriptions, Section 10.5 Access Conduct Standards... Section 10.6 Rights to Grant Additional Easements. ARTICLE 11 AMENDMENTS TO THIS DECLARATION; TERMINATION... Section 11.1 General... Section 11.2 Recording of Amendments . Section 11.3 Certain Limitations on Amendments...... Section 11.4 Termination of this Declaration. ARTICLE 12 INDEMNIFICATION. Section 12.1 Indemnification of Association... Section 12.2 Indemnification by Conservancy ... Section 12.3 Notice and Defense Process... Section 12.4 No Personal Liability ARTICLE 13 NOTICES. Section 13.1 Genetal rune Section 13.2 Waiver of Service of Notice .. SID OLNYESROSA-MSWcorer ARTICLE 14 MISCELLANEOUS... Section 14.1 Inspection of Documents... Section 14.2. Estoppel Certificates Section 14.3 Waiver. Section 14.4 Severability . Section 14.5 No Merger... Seetion 14.6 Enforcement. Section 14.7 Intentionally Omitted... Section 14.8 Section 14.9 : Section 14.10 No Consequential Damages. Section 14.11 Parties-in-Interest.. Section 14.12 Gender. Section 14.13 Captions Section 14.14 Statutory References... Section 14.15 No Third Party Beneficiary Section 14.16 Dispute Resolution... Section 14.17 Certain References. Section 14.18 Rights of Occupants Section 14.19 Deemed Consent... Section 14.20 Consents Generally. Section 14.21 Recognition; Non-Disturbance Section 14.22 Inconsistencies/Conflicts... eERI99OENYCSROSA-MSWre ExhibitA — - ExhibitB ExhibitC ExhibitD — - ExhibitE — ~ ExhibitF - ExhibitG - ExhibitH =~ Exhibit] - Exhibit) ~ ExhibitK HoISROANYESROSA MSW EXHIBITS AND SCHEDULES Legal Descriptions of Development Sites, Depiction of Development Sites and Open Space Certificate of Formation of the Association Definitions Projected Allocation Schedule Conservaney’s Insurance Requirements Operating Standard for Operations and Maintenance Services Allocation Methodology ‘Voting Methodology Projected Voting Schedale Design GuidelinesDECLARATION ESTABLISHING THE PACIFIC PARK OWNERS ASSOCIATION AND CERTAIN COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS RELATING TO PREMISES KNOWN AS PACIFIC PARK BROOKLYN, NEW YORK ‘THIS DECLARATION (“Declaration” or “Agreement”) made as of this J9™day of December, 2016 by NEW YORK STATE URBAN DEVELOPMENT CORPORATION D/B/A EMPIRE STATE DEVELOPMENT, a corporate governmental agency of the State of New York constituting a political subdivision and public benefit corporation, having an office at 633 Third Avenue, New York, New York 10017 (“Declarant”) Recitals WHEREAS, on July 18, 2006, Declarant adopted that certain General Project Plan, and on December 8, 2006, September 17, 2009 and June 27, 2014, Declarant adopted those certain Modified General Project Plans (as amended and modified, the “MGPP”) for the Atlantic Yards Land Use Improvement and Civie Project (the “Development Project”), each in accordance with the New York State Urban Development Corporation Act; WHEREAS, the Development Project comprises the construction of a major mixed-use development in the Atlantic Terminal area of the Borough of Brooklyn, City and State of New York, including residential and mixed use buildings and an arena (the “Arena”) that serves as a venue for entertainment, cultural, sporting and civic events; WHEREAS, the project site (the “Project Site”) occupies an approximately 22-acre area generally bounded by Flatbush and 4th Avenues to the West, Vanderbilt Avenue to the East, Atlantic Avenue to the North, and Dean and Pacific Streets to the South and includes the approximately 9-acte (including the land under the 6th and Carlton Avenue Bridges) below- grade Long Island Rail Road Vanderbilt Storage Yard; WHEREAS, in otder to effectuate the intent of the MGPP, Declarant, Atlantic Yards Development Company, LLC, Brooklyn Arena, LLC and AYDC Interim Developer, LLC ‘entered into that certain Development Agreement, dated as of March 4, 2010, as amended by that certain Omnibus Agreement, dated as of June 27, 2014, as further amended by that certain Second Amendment to Development Agreement, dated as of December 12, 2014 (as amended, the “Development Agreement”), WHEREAS, Declarant is or will be the owner of real property located at the Project Site, which Project Site is comprised of various parcels of real property divided into separate development sites, as each is mote particularly described in Exhibit A attached hereto and made part hereof (each a “Development Site” and collectively as the “Development Sites”); SESISDDENVESROSA-NSWWHEREAS, the MGPP and the Development Agreement require that eight (8) acres of open space (the “Open Space”) be developed and completed in phases as buildings are constructed on the Development Sites (each a “Building Premises”). A depiction of the Development Sites (including the Building Premises and Open Space) is attached hereto as Exhibit B, which depiction will be refined during the design and development of each Building Premises and the Open Space. Any reference herein to a particular Development Site (e.g., B-3) shall correspond to the parcel indicated on such depiction; WHEREAS, Declarant has entered, or will enter, into certain development leases (as amended, the “Development Leases”) with developers (each a “Development Tenant”), pursuant to which each Development Tenant will develop and construct their respective Building Premises and appurtenant Open Space; WHEREAS, in accordance with the terms of the Development Leases, prior to or upon the substantial completion of a Building Premises, as applicable, Declarant will convey the Building Premises to the Development Tenant or its designee; following the conveyance of a Building Premises, as applicable, appurtenant finished and completed Open Space that meets the Final Open Space Criteria (as hereinafter defined) (Permanent Open Space”), temporary unfinished Open Space that meets the Minimum Permanent Open Space Criteria (as hereinafter defined) (“Interim Condition Open Space”) and construction staging areas (“Interim Staging Areas”; and together with the Interim Condition Open Space, the “Interim Areas”) will be conveyed by Declarant to Pacific Park Conservancy, Inc., a New York not-for-profit Corporation (the “Conservancy”, which Conservancy shall be responsible for planning, programming, operation, maintenance, security and improvement of the Open Space; | WHEREAS, on or about the conveyance of a Building Premises to an Owner (as hereinafter defined) or thereafter, Declarant or a Development Tenant may record a declaration of condominium against the applicable Development Site, pursuant to the provisions of the Condominium Act (as hereinafter defined), establishing a condominium form of ownership for such Building Premises; WHEREAS, in accordance with the terms of the Development Leases, at the time of or WHEREAS, the MGPP and the Development Agreement require that a declaration be recorded in the office of the City Register for the City of New York, Kings County (“City Register’s Office”) creating an association of the owners of the Building Premises which will | fund the maintenance and operation of the Open Space; and WHEREAS, The Pacific Park Owners Association LLC (hereinafter called the “Association”), a limited liability company formed under the Delaware Limited Liability Company Act, has been formed pursuant to the filing of that certain Certificate of Formation of | the Association (the “Certificate”) with the Secretary of State of the State of Delaware, a copy of which is annexed hereto as Exhibit C, which Association was formed for in accordance with the requirements set forth in the preceding paragraph and with the rights and obligations set forth herein. ssa1s904NvCSROSA-MSWcone In furtherance of the foregoing, Declarant now desires to: 1, subject the Development Sites (including the Building Premises and Open Space) to the covenants, restrictions, easements, conditions, charges and liens hereinafter set fort 2. grant to the Association and vest it with the powers necessary to carry out its duties, obligations and requirements with respect to Association Obligations (as hereinafter defined), as set forth more specifically herein; and 3. grant to the Conservancy and vest it with the powers necessary to carry out its duties, obligations and requirements with respect to Conservancy Obligations (as hereinafter defined). NOW, THEREFORE, in order to provide for the operation, maintenance and administration of the Open Space, Declarant hereby declares, for itself, as well as for its successors and assigns as the owner(s) of all or any portion of the Development Sites, that such Development Sites are and at all times hereafter shall be, owned, held, transferred, sold, conveyed, used, operated, maintained, enjoyed and occupied subject to the covenants, restrictions, easements, conditions, charges and liens hereinafter set forth: ARTICLE 1 GENERAL Section 1.1 Definitions. All capitalized terms used in this Declaration that are not otherwise defined herein shall have the meanings set forth in Exhibit D annexed hereto. Each capitalized term shall be applicable to singular and to plural nouns, as well as to verbs of any tense. Section 1.2 Applicability of this Declaration. This Declaration is applicable to, and will be recorded against, the Development Sites (including the Building Premises and Open Space) and to the use, enjoyment and occupancy of each and every portion thereof. Upon the formation of each Development Site on (i) the platform to be built above the rail yards on Blocks 1120 and 1121 and (i) Site 5, this Declaration shall be recorded against each such Development Site, Section 1.3 Declaration Binding on All Owners and Other Persons. All present and future Owners, Occupants and each Development Tenant of all or any portion of a Development Site, and the Association and the Conservancy shall be subject to and shall comply with the applicable provisions of this Declaration, as the same may be amended from time to time. Section 1.4 Members, Every Person who or which becomes an owner of fee title to a Building Premises, or a portion thereof or interest therein (each an “Owner” and collectively, the “Owners”) from time to time shall automatically become a member (“Member”) of the Association effective as of the date of the applicable deed or other instrument of conveyance. Upon the request of a Member, the Association or Declarant, an Owner and the Association shall execute a writing in form prepared by the Association confirming the status of 3 SHS19804.NYCSROSA-MSWsuch Owner as a Member. A Mortgage ot other Person who holds an interest in a Building Premises merely as security for the petformance of an obligation shall not be a Member of the Association unless and until such Person acquires title to the applicable Building Premises or Portion thereof (whether pursuant to a foreclosure, deed-in-lieu or other process), provided, that nothing herein shall limit the mortgagee protective provisions set forth in Article 7. Membership in the Association shall be appurtenant to, and may not be separated from, the ownership of a Building Premises or a portion thereof. Notwithstanding anything to the contrary contained herein, upon an Owner (or Declarant on behalf of an Owner) submitting a Building Premises to a declaration of condominium as contemplated by Section 1,6 hereof, the Condominium Board created thereunder, as agent for the Condominium created thereby, shal, in each case, be deemed to be the Owner of the applicable Building Premises and deemed to be the Member hereunder in respect of such Building Premises. Section 1.5 Transfers. Nothing in this Declaration shall be deemed to limit or restrict the rights of an Owner to, directly or indirectly, transfer, sell, convey, lease, license, participate, assign, pledge, mortgage, hypothecate, hedge against or otherwise dispose of all or any portion of its Building Premises (collectively, “Transfer”), provided, that in all such cases this Declaration shall be binding on any transferee, successor or assign as and to the extent provided herein, Section 1.6 Condominium Provisions. (@) __ Nothing herein is intended to limit the right of an Owner (or Declarant on behalf of an Owner) to subject any portion or all of a Building Premises or the Improvements thereon or interest therein to a declaration of condominium pursuant to the provisions of Article 9-B of the New York State Real Property Law (the “Condominium Act”), and the board of managers created thereunder (the “Condominium Board”), as agent for the condominium association (as applicable, a “Condominium”), shall, in each case, be deemed the Owner of the applicable Building Premises hereunder. The date upon which a declaration of condominium with respect to any such Condominium is recorded and the applicable condominium tax map floor plans are filed with respect thereto in accordance with the Condominium Act is referred to herein as the “Condominium Formation Date” in respect of such Condominium. Until the Condominium Formation Date, the Association Charges and Special Assessments shall be the obligation of the Owner or Owners of such Building Premises and at all times following the Condominium Formation Date, the Association Charges and Special Assessments shall be the obligation of the applicable Condominium, Each Condominium Board shall collect the Association Charges and Special Assessments allocated to its Building Premises from all Persons owning condominium units (each such owner, a “Unit Owner”) in its Condominium in accordance with the governing documents of the Condominium. (b)__Ifany Owner (or Declarant on behalf of an Owner) submits an application to the Attomey General of the State of New York for approval of an offering plan for a condominium regime or other form of owner's association with respect to its Building Premises, it shall include in any written or printed offering materials associated with the offer to sell interests in such Condominium or other association (including, without limitation, an offering plan, prospectus or no-action letter), a disclosure containing an accurate summary of the material terms hereof, which shall clearly identify the rights and obligations of the Association, the ‘SH2199D4NYCSROSA-MiSWBoard, the Owner, the Condominium Board and Unit Owners pursuant to this Declaration, and shall otherwise ensure that all terms of the offering are consistent with the terms of this Declaration, (©) The condominium declaration for each Building Premises shall also ‘expressly state that the condominium declaration is subject to this Declaration, provided, that the failure to so state shall not limit in any way the subordination of such condominium declaration to this Declaration, (@® _ The condominium declaration for any Building Premises shall expressly provide that so much of the first common charges received from Unit Owners as are required to pay the Condominium’s Association Charges and Special Assessments shall be paid to the Association, prior to the payment of any other Condominium expense, provided, that the failure +o s0 state shall not limit the Association’s rights under Section 8.4(a). In the event of a default in the obligations of a Condominium to pay its Association Charges and Special Assessments, the Association shall be entitled to collect the Association Funding Allocation (hereinafter defined) of the defaulting Condominium and to pay Association Charges and Special Assessments in accordance with Section 8.4(2). Section 1.7 Limited Liability Company Agreement. Article 5 and the other applicable provisions contained herein related to the management and function of the Board of the Association and the obligations of the Members hereunder shall constitute the “limited liability company agreement” (as defined in the Delaware Limited Liability Company Act, Del. Code Ann. tit. 6, §§ 18-101 to 18-1109) of the Association. ARTICLE 2 ‘USE OF THE DEVELOPMENT AND OPEN SPACE Section 2.1 General. Subject to the provisions of all applicable Legal Requirements, any agreements and documents applicable to the Building Premises and this Declaration, each Owner may use, enjoy and occupy its respective Building Premises for any and all awful purposes. Section 2.2 Individual Development Site Matters. Except as expressly set forth herein, each and every Owner, without being required to obtain the consent of the Association or any other Owner, may exercise the right to Transfer (in accordance with Section 1.5), use, enjoy and occupy such Owner’s Building Premises. Section 2.3 No Obligation or Liability. (@) Except as may be otherwise expressly provided herein or in any agreements and documents applicable to the Building Premises, no Owner shall (i) be required to famish any services, utilities or facilities whatsoever to the Open Space, or (fi) be permitted or obligated to make any alteration, change, improvement, repair to, or to demolish, any Open Space. Each Owner assumes the full and sole responsibilty, at its expense, for the design, construction, condition, operation, repair, alteration, improvement, maintenance and E1994 NYCSROSA-MMSWmanagement of its Building Premises. Each Owner and the Conservancy are hereby authorized to enter into agreements for the provision of space or services to the Conservancy by such Owner or its employees and agents, (b)___Except as may be otherwise expressly provided herein, none of Declarant, the State of New York, the City of New York, or the New York City Economic Development Corporation, a local development corporation formed pursuant to Section 1411 of the Not-for- Profit Corporation Law of the State of New York (“EDC”) shall (j) be required to furnish any services, utilities or facilities whatsoever to the Open Space, or ({i) be permitted or obligated to make any alteration, change, improvement, repair to, or to demolish, any Open Space. Section 2.4 Interim Areas. Pursuant to the terms of the Development Leases, certain Development Tenants and/or Owners may be required to convert Interim Areas located on adjoining Development Sites to Permanent Open Space. In furtherance of the foregoing, Declarant hereby declares that such Development Tenants and/or Owners shall be entitled to utilize the easements set forth in Sections 10.2(b) and 10,2(c) in order to accomplish the foregoing work. ARTICLE 3 ASSOCIATION OBLIGATIONS Section 3.1 Association Obligations. The Association (through the Board (hereinafter defined)) shall exercise the following rights and perform the following obligations (collectively, “Association Obligations”) in accordance with the provisions of this Declaration: (@___ Review and approve the annual Conservaney Budget in accordance with Section 4.4 hereof; () Review and approve the annual Budget for the Association in accordance with Section 5.7 hereof; (©) Impose and collect Association Charges and Special Assessments from the ‘Owners and fund the operation of the Conservancy and any other Association Obligations, all in accordance with the provisions of this Declaration; @ Adopt from time to time Rules and Regulations (hereinafter defined); (© Be responsible for pursuing or defending indemnification claims of or against the Association; (6) Perform the POA Maintenance Obligations pursuant to the terms of this Declaration and the Utilities Agreement; (@) Provide notice solely related to Association Obligations; (h) Perform its duties as a member of the Conservancy;(Exercise the Association Self-Help Rights and perform the obligations of the Conservancy if the Conservancy defaults on its obligation to maintain and operate the Open Space in accordance with the terms of Section 8.10 hereof; and (Perform any and all other matters and activities necessary or prudent to provide for the management, operation, maintenance and administration of the Open Space and as may otherwise be appropriate for the Association to perform, in each case subject to the terms of this Declaration and subject to the Association’s right to delegate any such matters as set forth in (and subject to the terms of) this Declaration. Section 3.2 Rules and Regulations. The Association shall have the right to adopt, amend, modify, add to, or delete any rules and regulations of the Association (“Rules and Regulations”), from time to time; provided, however, that all Rules and Regulations and any such amendment, modification, addition, or deletion thereto shall be consistent with this Declaration and applied against all Owners on a non-discriminatory basis. In the event of a conflict between the Rules and Regulations, on the one hand, and the provisions of this Declaration, on the other hand, the provisions of this Declaration shall control. To the extent Rules and Regulations are established by the Association, each Owner and each Occupant of any Building Premises or any portion thereof shall be provided a copy thereof and shall observe and comply with the Rules and Regulations. Upon request by Declarant, the Association shall furnish a copy of the Rules and Regulations to Declarant. Section 3.3 No Obligation or Liability on the Part of the Association. Except as may be otherwise expressly provided herein or by an act of the Board, the Association shall not (® be required to furnish any services, utilities or facilities whatsoever to any Building Premises or to any Open Space, or (ii) be permitted or obligated to make any alteration, change, improvement, repair to, or to demolish, any Building Premises or the Open Space. Except as otherwise expressly provided herein, the Association assumes no responsibility for the design, construction, condition, operation, repair, alteration, improvement, maintenance and ‘management of any Building Premises or the Open Space. Section 3.4 Utilities Agreement, Pursuant to the terms of that certain Utilities Easement Agreement (the “Utilities Agreement”), by and among Declarant and Atlantic Yards Venture, LLC, « Delaware limited liability company (“Developer”), dated as of the date hereof and submitted for recording simultaneously herewith, the Permanent Improvements (as defined in the Utilities Agreement) will be constructed by Developer within the bed of Pacific Street located between the Block 1121/1129 Development Sites, as more particularly described on Exhibit A attached to the Utilities Agreement (the “Utilities Easement Area”). The Association shall assume the POA Maintenance Obligations set forth in the Utilities Agreement if and as required by the terms of this Declaration and the Utilities Agreement. The costs and expenses of the POA Maintenance Obligations shall be funded by the Owners (“Association Utility Assessments”) as Association Charges and Special Assessments pursuant to Section 6.2 hereof and shall be calculated based on each Owner's Voting Share and not each Owner’s Association Funding Allocation, If and to the extent an Owner fails to pay its Association Utility Assessment as part of its Association Charges or, if applicable, Special Assessments, the Association shall have an Association Lien against the applicable Building Premises to secure such payment (or, with respect to a Condominium, the rights set forth in Section 8.4(a)(iv) hereof) and may pursue ‘S83199 04 NYCSROSA-SWall of its rights and remedies set forth in Art contrary, the Association Utility Assessments (whether collected in the form of Association ‘Charges or Special Assessments) may only be used for the performance of the POA Maintenance Obligations and for the purposes set forth in Section 3(d) of the Utilities Agreement. 8 hereof. Notwithstanding anything herein to the ARTICLE 4 CONSERVANCY Section 4.1 General. The Owners, via the Association or otherwise, or other Development Project developers or affiliates, shall form the Conservancy, in consultation with Declarant, prior to Substantial Completion (as defined in the relevant Development Lease) of any Permanent Open Space, and shall deliver a copy of such formation documents to all Owners and to Declarant promptly after such formation, The Conservancy will be governed by a board which will include representatives of Owners, other Development Project developers or affiliates, civic ‘group(s) active in park matters, the local community boards and the New York City Department of Parks and Recreation. Other than as set forth in this Declaration, none of Declarant, the State of New York, the City of New York, or EDC, shall have any right to govern or control the Conservancy and shall not have any responsibility for the actions of the Conservancy, Subject to the provisions of all applicable Legal Requirements and the provision of adequate funds by the Association hereunder, the Conservancy shall be responsible for planning, programming, operation, maintenance, security and improvement of the Open Space in accordance with the requirements set forth in this Declaration, including this Article 4 (collectively with all obligations of the Conservancy hereunder, the “Conservancy Obligations”). Section 4.2 Operating Standard for the Open Space. The Conservancy shall operate and maintain the Open Space, and all facilities and improvements located thereon in a ‘manner consistent with the standard set forth on Exhibit G hereto (the “Operating Standard”). Section 4.3 Operation of the Open Space. The Conservancy shall develop rules and regulations governing the programming and use of the Open Space consistent with the Operating Standard. The Conservancy's by-laws shall provide a mechanism for the creation and modification of and new additions to such rules and regulations. Section4.4 Conservancy Budget. (®) No later than the thirtieth (30) day of September of each calendar year, the Conservancy shall submit to the Association a proposed budget for the Conservancy's operations (the “Conservancy Budget”) sullicient to fimd the anticipated expenses of the Conservancy for the next calendar year along with supporting schedules. Such proposed Budget shall, at a minimum, include the following: @ a detailed “statement of the anticipated expenses of the Conservancy for the ensuing calendar year, including recurring operating expenses and proposed capital expenditures, inclusive of a contingency equal to five percent (5%) of the total anticipated expenses; SII. OENYCRRUSA - SW(i) a detailed projection of all sources and amounts of income available to discharge the same; (ii) subject to Section 4.4(i), a reserve in connection with anticipated and unanticipated expenses, which reserve (a) shall be initially funded with $100,000.00 by Developer during the initial year of operation, (b) in the second through seventh years of operation, shall be funded so that the reserve equals, for ‘each such year, at least twenty percent (20%) of such year’s Conservancy Budget, and (0) after the seventh year of operation, shall be maintained at all times (as set forth herein) in an amount equal to twenty-fifty percent (25%) of the total Conservancy Budget for each calendar year (the “Reserve”), (iv) a detailed statement of expenses incurred to date and projected for the remainder of the current calendar year compared to the Conservancy Budget for such calendar year; (v) a comparison between the proposed Conservancy Budget for the next calendar year and the then current calendar year; and (vi) to the extent the Conservancy Budget includes capital improvements as line items in a Conservancy Budget, the submission of the Conservancy Budget to the Association shall include a copy of a capital improvement plan to which such line items relate. () _Upon receipt of the proposed Conservancy Budget, the Board shall promptly send a copy thereof to each Member and shall (or shall cause the Budget Committee, if applicable, to) meet within ten (10) Business Days of its receipt of the proposed Conservancy Budget to review the proposed Conservancy Budget. Such review shall be limited to determining whether the proposed Conservancy Budget will allow the Conservancy to operate and manage the Open Space in accordance with and not materially in excess of the Operating Standard (including with respect to operating and capital needs). The Board (or the Budget Committee, if applicable) shall have the right to request any additional information or backup materials from the Conservancy as are necessary to make its determination of the adequacy of the proposed Conservancy Budget and the Conservancy shall provide such requested documentation within five (5) Business Days of its receipt of such request (or if the request is such that the Conservancy cannot adequately respond within such five (5) Business Day period, then the Conservancy shall have additional time, not to exceed ten (10) Business Days). Subject to the preceding sentence, the Board (or the Budget Committee, if applicable) shall send notice of its reasonable approval or disapproval (in which event the notice shall include the reason(s) for such disapproval), in whole or in part, of the proposed Conservancy Budget no later than November I. (©) Intentionally Omitted. (@ If the Board (or the Budget Committee, if applicable) disapproves the proposed Conservancy Budget, the Board (or the Budget Committee, in consultation with the full Board) and the Conservancy shall work in good faith to submit a revised Conservancy Budget responding to the objection(s) from the Board (or the Budget Committee, if applicable). If a SRRI99OENYCSROSA MSWproposed Conservancy Budget is not approved by the Board (or the Budget Committee, if applicable) prior to December 1, the Board and the Conservancy shall enter into Arbitration pursuant to Section 14.16 hereof, during which time funding shall continue to be made in an amount equal to 105% of the Conservancy Budget adopted for the year immediately prior thereto ‘until the Arbitration is resolved. The determination of the Arbitrator shall be final. Following the resolution of such Arbitration, the Association shall promptly fund any shortfall to the Conservancy. (©) Notwithstanding the foregoing, with respect to every Conservancy Budget until all eight (8) acres of Open Space is developed into Permanent Open Space, the Board shall promptly send a copy thereof to Declarant simultaneously with sending a copy to the Members. Declarant shall notify the Association by the later of (i) December | of such year and i) thirty G0) days after such copy is received by Declarant (as applicable, the “Declarant Deadline”), of its reasonable approval or disapproval thereof, provided that such approval shall be deemed given if Declarant fails within fifteen (15) Business Days following receipt of a second notice from the Association delivered after the Declarant Deadline, Declarant’s approval right shall be limited to reasonably determining whether the proposed Conservancy Budget will allow the Conservancy to operate and manage the Open Space in accordance with the Operating Standard, In the event Declarant timely disapproves of a Conservancy Budget, the Board and Declarant shall work in good faith to submit a revised Conservancy Budget responding to the objections) from Declarant, or, at the option of either the Board or Declarant, enter into Arbitration pursuant to Section 14.16 hereof, during which time funding shall be made in an amount equal to either 100% of the initial proposed Conservancy Budget or 105% of the Conservancy Budget adopted for the year immediately prior thereto, as the case may be, until the Arbitration is resolved. The determination of the Arbitrator shall be final. Following the resolution of such Arbitration, the Association shall promptly fund any shortfall to the Conservancy, (® Other than the Reserve, which shall be funded in accordance with Section 4.4(i), the Association shall fund the Conservancy Budget as part of its Budget pursuant to Section 5.7(d) hereof, semi-annually in advance, with fifty percent (30%) of the Conservancy Budget for the forthcoming calendar year due on January 10 and fifty percent (50%) due on July 10 of each year, (@) Annually within one hundred twenty (120) days of the close of a calendar year, the Conservancy shall deliver to Declarant and the Board ot Budget Committee financial statements of the operations of the Conservancy for such previous year, setting forth, in comparative form, the corresponding figures for the previous year, all in reasonable detail and, if so requested by Declarant or the Board or Budget Committee, accompanied by a report and opinion thereon by an independent public accounting firm acceptable to Declarant or the Board or Budget Committee, as the case may be, which report and opinion shall be prepared in accordance with generally accepted accounting principles consistently applied, (bh) The Conservancy shall have the right, at its option, to raise funds from Persons other than the Association to supplement the Conservancy Budget; provided, however, the Conservancy's raising, or faifure to raise, such supplemental funds shall not reduce the 10 II9OENYCSROSA-MSWSe obligations of the Owners or the Association to fund the Conservancy Budget as set forth in this Declaration. @ addition to the funding obligations set forth in Section 4.4(0), the Association shall fully fund the Reserve in the first payment due on January 10 of each yeat as part of the Conservancy's Budget whether or not portions of prior year(s) Reserve(s) went unspent by the Conservancy; provided, however, the Conservancy shall not include additional contributions to the Reserve in its annual Conservancy Budget for a given year when the total i Reserve then held by the Conservaney equals, for each of the first seven years of operation, at least twenty percent (20%) of the Conservancy Budget for such year, and forall years after the seventh year of operation, at least twenty-five percent (25%) of the Conservancy Budget for such year. in the event there is an unanticipated shortfall in funds due to variance from the Conservancy Budget (e.g., if costs are higher or revenues from Persons other than the ‘Association are lower than expected) (a “Conservancy Budget Shortfall”) or an Emergency has occurred with respect to the Open Space (an “Open Space Emergency”), the Conservancy shall first use Reserve funds, provided that if the Reserve is insufficient to cover such costs, then, pursuant to Section 6.3, the Conservancy shall have the right to (2) with respect to a Conservancy Budget Shortfall, send a notice to the Association requesting an amendment of the Conservancy ; Budget to cover any remaining funds needed for such Conservancy Budget Shortfall, or (i) with | respect to an Open Space Emergency, send a notice to the Association requesting that it immediately require its Members to pay Special Assessments to cover any remaining funds i needed for such Open Space Emergency. In the event that the Conservancy draws down funds from the Reserve, then the Conservancy shall, pursuant to Section 6.3, have the right to send a | notice to the Association requesting that it immediately require its Members to pay Special ‘Assessments to cure the deficit in the Reserve. @ Notwithstanding anything herein to the contrary, if, at the time the first Owner of a Development Site on Block 1121 becomes a Member of the Association, the total It Reserve then held by the Conservancy does not equal at least twenty-five percent (25%) of the E then-existing Conservancy Budget, the Association shall make a Special Assessment on the I Members to fund the amount necessary for the Reserve to equal twenty-five percent (25%) of the ‘then-existing Conservancy Budget, which shall be funded within thirty (30) days after the first | Owner of a Development Site on Block 1121 becomes a Member of the Association, and after such time, the Reserve shall be maintained at all times in an amount equal to twenty-five percent i (25%) of the total Conservancy Budget for each calendar year. Section 4.5 Insurance. The Conservancy shall obtain and maintain in full force and effect at all times insurance coverages as are customary for publicly-accessible open space recreational/park areas appurtenant to residential buildings located in the City of New York having the same or similar primary use as the Open Space, which at a minimum shall include the insurance coverages set forth on Exhibit F hereto. The cost of the premiums for such insurance shall be included in the annual Conservancy Budget. Such insurance policies (other than property, workers’ compensation, disability, directors and officers insurance and other types of insurance for which coverage as additional insured is not available) shall name the Association, Declarant, each Owner and cach Mortgagee who has provided a Mortgage Notice as an additional insured. u SIO9OLNYCSROSA-MSWSection4.6 Use of the Open Space, The Open Space may be used by all members of the public for activities appropriate to the design of the particular portion of the ‘Open Space being used; provided that no member of the public shall use the Open Space for an activity or in a manner that injures, endangers or unreasonably disturbs the comfort, peace, health or safety of any person, or disturbs or causes injury to plant or animal life, or causes damage to the property of any person. The Conservancy shall have the right to close respective portions of the Open Space to the public for one day (but not all on the same day) in each calendar year (excluding holidays and weekends) to preserve its ownership interest in the Open Space. To the extent reasonably necessary, the Conservancy may close or limit access to portions of the Open Space in which programming, operation, maintenance, security and improvement activities are being performed. Section 4.7 Design Guidelines. The Conservancy shall be responsible for complying with the Design Guidelines attached hereto as Exhibit K (the “Design Guidelines”), including in connection with all capital improvements and alterations to the Open Space, and all facilities and improvements located thereon. The Conservancy also shall be responsible for complying with the operations provisions of the Design Guidelines, subject to the additional ‘operation and use provisions contained herein. Section 4.8 Employees; Managing Agent. The Conservancy shall have the sole and exclusive right and authority to employ, appoint, select, contract with or otherwise hire the services of, determine the compensation of, direct, supervise, control, remove, discipline and discharge, and to delegate the Conservancy Obligations to, employees, consultants, contractors, legal and financial advisors, designers, vendors, utility providers and other similar personnel, or entities, including contracting with government agencies, all as the Conservancy deems appropriate, The Conservancy may retain, at its option, the services of the Owners and/or a ‘managing agent, including the Association, to manage and operate the Open Space. ARTICLES MANAGEMENT OF THE ASSOCIATION Section 5.1 Establishment of the Board. Except to the extent otherwise expressly provided in this Agreement or as required by non-waivable Legal Requirements, the management, operation and control of the Association, its business and the Association’s assets shall be vested in a board comprised of the Representatives (the “Board”), All powers of the Association for which approval by the Members to the exercise thereof is not expressly required by this Declaration or other Legal Requirements, shall be exercised by, or under the authority of, and the business and affairs of the Association shall be managed by, or under the direction and control of, the Board in a manner consistent with the terms, provisions and conditions of this Declaration, Any act within the power of the Board to perform, and deemed necessary or desirable to be performed by the Board, shall be performed: (i) by the Board as determined by a vote of the Representatives in accordance with this Article 5; and/or (ii) except to the extent prohibited by Legal Requirements, by the agents, employees, committees or designees of the Board on its behalf and at its direction. Section 5.2 Powers and Duties of the Board. 2 E199 DENYCSROSA-MSW(@) General. The Board shall have all of the powers and duties necessary for, of incidental to, the conduct and administration of the affairs of the Association, Without intention to limit the generality of the foregoing in any respect, the Board shall have the following specific powers and duties: (to perform each and every Association Obligation as set forth herein and to enforce the obligations of each Owner and the Conservancy, including through the exercise of Association Self-Help Rights; (ii) to cause to be maintained complete and accurate books and records with respect to the finances and the operation of the Association, including, without limitation: (A) detailed accounts of all receipts and expenditures incurred in connection with Association Obligations; (B) detailed books of account of the Association; (© any other financial records that may be required to be kept by the Association pursuant to the terms of this Declaration ot Legal Requirements; and (D) minutes and other records of all meetings held pursuant to the terms of this Declaration; (iii) subject to Section 5.7 hereof, review, approve or disapprove, in whole or in part, the Budget for each fiscal year; (iv) subject to Section 4.4 hereof, review, approve or disapprove, in whole cf in part, the Conservancy Budget for each fiscal year and conduct audits and review the Conservancy's books and records on an as needed basis; (¥) if the Board so elects in its sole discretion, to form committees comprised of Members to perform any of the Board’s functions, including, but not limited to, a committee to review and approve the Budget and/or the Conservancy Budget (the “Budget Committee”) in accordance with the terms of Sections 4.4 and 5.7 hereof, as applicable, provided that such Budget Committe, if formed, shall consist of at least three (3) Members; (vi) subject to Article 7 hereof, to determine the amount, and establish the ‘means and methods of payment, of the Association Charges and Special Assessments in order to fund each adopted Budget, and to cause the Association to collect the same from the Members; (vii) to cause the Association to borrow money, when necessary or desirable in the judgment of the Board, in connection with the performance of the Association Obligations; (viii) to cause the Association to open and maintain bank accounts, and to designate the signatories required therefor, B H1OENYCSROSA-MISW(ix) to cause the Association to use the Association Charges collected from the Members, as well as all other funds held by the Association or received by the Association, to fund amounts required to perform the Association Obligations, including the expenses of the Conservancy, as set forth in the annual Budget; (x) subject to Section 3.2, to adopt, amend, modify, add to and/or delete from time to time any Rules and Regulations, (xi) to cause the Association to perform its obligations, and exercise its rights, under any document or instrument that shall be binding upon, or that shall inure to the benefit of, the Association; (xii) at its option, require its Members to fund a reserve (“Association Reserve”) to cover expenses not contemplated in the Budget; (xiii) to bring or defend against any proceedings that may be instituted on behalf of, or against, the Association; and (xiv) to cause the Association to execute, acknowledge and deliver any consent or other instrument in connection with any Association Obligation that the Board deems necessary or appropriate to comply with any Legal Requirements applicable to the maintenance, demolition, construction, alteration, repair, or restoration of Open Space. Section 5.3 Appointment of Representatives by Members. Each Member shall appoint one (1) representative to the Board, who, in all cases, shall only have the voting power equal to such Member’s Voting Share (each, a “Representative” and collectively, the “Representatives”); provided, that each Representative designated by a Member comprised of a Condominium must be a member of such Condominium’s Condominium Board. Each Member may replace its Representative from time to time in accordance with the procedures established by such Member, it being acknowledged that such right of appointment and replacement of a Representative is assignable by each Member to such Member’s Mortgage. Section 5.4 Meetings of the Board. (@) Organizational Meeting of the Board. The first meeting of the Board shall bbe held within thirty (30) days after recordation of this Declaration. (®) Regular and Special Meetings of the Board. (@ Regular meetings of the Board may be held at such time and place in the City of New York as shall be determined from time to time by a Majority Vote or written agreement of the plurality of the Representatives; provided, that at least one such meeting of the Board shall be held during each calendar quarter. Written notice of all regular meetings of the Board shall be given to each Member by personal delivery, mail, facsimile, email or overnight cartier at least five (5) Business Days prior to the day of such meeting, Every Person who becomes a Member of the Association pursuant to Section 1.4 hereof shall, within twenty (20) days of becoming a Member, send a notice (“New Member Notice”) to the Association and to Declarant setting forth the date which it acquired title to the Building Premises, the name and 14address of such new Member, and contact information for the Person responsible for the day-to- day management and affairs of its Building Premises. Such New Member Notice shall also include as-built survey, an architect's certification as to the gross square footage of the Building Premises (including gross square footage of Affordable Housing Units), including necessary backup to the calculations contained in such certification, and a copy of the final or then current temporary certificate of occupancy. i) Upon the request of Members having an aggregate Voting Share of thirty percent (30%) or more, such Members may call a special meeting of the Board whenever such Members deem the same to be necessary or desirable. Written notice of all special meetings shall be given to each Member by personal delivery, mail, facsimile, email or overnight cartier at least five (5) Business Days prior to the day of such meeting, which notice shall state the time, place (in the City of New York) and purpose of the meeting, (© Waiver of Notice of Meetings, Any Member may, at any time, waive notice of any meeting of the Board in writing, and such waiver shall be deemed equivalent to the giving of notice. Attendance by a Member's Representative at any meeting shall constitute a waiver by such Member of notice of the time and place thereof. If all of the Representatives are present at any meeting of the Board, no notice of such meeting shall be required and any business may be transacted at such meeting, @ Quorum of the Board, For purposes of all meetings of the Board, the presence of Representatives with voting rights sufficient to cast a Majority Vote shall constitute a ‘quorum for the transaction of business. If, at any meeting of the Board, there shall be less than a quorum present, the Representatives in attendance may adjourn the meeting from time to time. At any such adjourned meeting at which a quorum is present, any business that might have been transacted at the meeting that was originally called (but for the lack of a quorum) may be ‘transacted without further notice. (©) Voting:_Action_by Written Consent. Except as otherwise expressly provided in this Agreement, the Majority Vote at a meeting of the Board at which a quorum is, present shall constitute the decision of the Board, Altematively, any decision that is required or permitted to be made by the Board may be made without a meeting thereof if all of the Members consent in writing to such decision, Section 5.5 Waiver of Certain Duties: Good Faith and Fair Dealing. To the ‘maximum extent permitted by Legal Requirements, no Member (or its Representative), in its or their capacity as such, shall have any duty of any kind to the Association, its Members or any other Person other than as expressly provided in this Declaration, including any fiduciary duty associated with self-dealing or corporate opportunities or any other fiduciary duty of care or loyaity, all of which are hereby expressly waived. Any standard of care or duty imposed under the Legal Requirements shall, to the extent permitted by such Legal Requirements, be modified, waived or limited in each case as required to permit the Member (or its Representative) to act, pursuant to the terms of this Declaration in accordance with the express terms hereof. Section 5.6 Employees; Officers. The Board may appoint officers for the Association in the manner and in such positions as it deems necessary. The Board shall have the 15 ESI99DENYCSROSA-MSWauthority to retain, determine the compensation of and terminate employees, agents, contractors and consultants of the Association and to delegate and revoke such powers and duties exercisable by the Board to any such employees or agents of the Association as the Board deems appropriate, including the power, acting individually or jointly, to represent and bind the Association in accordance with the scope of their respective powers and duties, Section 5.7 Budget. (@) No later than the date that is thirty (30) days after the Conservancy's Budget has been approved (or disapproved as provided in Section 4.4(d)) by the Association, the Association shall prepare a proposed budget (the “Budget”) with respect to performing all of its Association Obligations (including funding the Conservancy Budget and performing the POA ‘Maintenance Obligations) for the next calendar year. ()) The Board shall promptly send a copy of the proposed Budget to each ‘Member. The Members shall send notice of their approval or disapproval, in whole or in part (in which event the notice shall include the reason(s) for such disapproval) of the proposed Budget within thirty (30) days of its receipt thereof. The Board shall work in good faith to address any concerns its Members may have, provided that the Board shall have the right to approve the final Budget in its sole discretion. (©)__In the event the Board shall fail to adopt the proposed Budget in any given year, then (A) the Budget shall be in an amount equal to the sum of (j) the amount adopted in the Budget of the year immediately prior thereto, (ii) an additional five percent (5%) increase above the last twelve (12) month period immediately preceding the start of the year in question, and (ii) to the extent not already included in clauses (i) and (ii) above, all amounts required to be funded pursuant to the approved (or disapproved as provided in Section 4.4(d)) Conservancy Budget or to perform the POA Maintenance Obligations, and (B) such failure shall not preclude the Conservancy from sending notice to the Association of a Conservancy Budget Shortfall, an Open Space Emergency or that there is a deficit in the Reserve due to draw downs on funds pursuant to Section 4.4(i), which amounts shall be funded in accordance with Section 6.3. (@ Once a Budget is adopted (or established pursuant to clause (c) above), the Association shall send bills to its Members for Association Charges to fund the Budget, which Association Charges shall be due and funded (x) with respect to the Reserve, annually in advance fon January 1 and in accordance with Section 4,4(i), and (y) with respect to all Association ‘Charges other than those for the Reserve, semi-annually in advance, with fifty percent (50%) of the Budget (other than the Reserve) for the forthcoming calendar year due on each of January 1 and July 1 of each year. ARTICLE 6 ASSOCIATION FUNDING ALLOCATIONS, ASSOCIATION CHARGES AND SPECIAL ASSESSMENTS Section 6.1 Determination of Association Funding Allocations and Voting Shares, 16 ESDIS9OENYCSROSA- MSWono nen (@) _ Each Owner shall be allocated its “Association Funding Allocation” on the basis of its above-grade gross square footage, adjusted, as applicable, as set forth in the methodology (“Allocation Methodology”) for calculating the Association Funding Allocation, which is set forth on Exhibit H hereto, (b) The projected Association Funding Allocation of each Member is set forth on Exhibit E attached hereto (the “Allocation Schedule”) based on maximum square foot permitted under the MGPP. The Allocation Schedule is subject to change based on the addition of each new Member as described in subparagraph (e) below. i (©) Bach Owner shall be allocated its “Voting Share” on the basis of the methodology (“Voting Methodology”) set forth on Exhibit I attached hereto, (@)__The projected Voting Share of each Member is set forth on Exhibit attached hereto (collectively, the “Voting Schedule”) based on maximum square footage permitted under the MGPP. The Voting Shares are subject to change based on the addition of each new Member as described in subparagraph (e) below. (©)__ Upon receipt of a New Member Notice, the Association shall. promptly recalculate each Owner's Association Funding Allocation and Voting Share and generate revised Allocation Schedule and Voting Schedule utilizing the Allocation Methodology and Voting Methodology. The revised Allocation Schedule and a revised bill for any outstanding ! Association Charges and Special Assessments based on such revised Allocation Schedule shall promptly be sent to each Owner. Any new Member will be responsible for paying its pro-rated Association Charges and Special Assessments for the period of the year in which it becomes a Member. If the Association Charges and Special Assessments paid by any Member prior to i receiving a revised bill exceeds the revised amounts owed, such overpayment shall off-set against any Association Charges and Special Assessments for the next succeeding year. | (© Upon receiving a revised Allocation Schedule and Voting Schedule from the Association, any Member may, within thirty (30) days of its receipt thereof, send the Association and all Members a notice objecting to its revised Association Funding Allocation and/or Voting Share, with such objection limited to a claim that the Allocation Methodology and/or Voting Methodology was applied erroneously to such Member's Building Premises (and not an objection to the Allocation Methodology and/or Voting Methodology itself). Within thirty (30) days of its receipt of such notice, the Association shall send a notice to such Member responding to the objection. Following receipt of such notice from the Association, if the matter hhas not been resolved within an additional thirty (30) day period, the objecting Member may initiate Arbitration in accordance with Section 14.16 hereof within such thirty (30) day period, and the revised Allocation Schedule and Voting Schedule shall be in effect until the Arbitration is resolved, The determination of the Arbitrator shall be final. Following the resolution of such Arbitration, (x) any overpayment by an Owner shall be off-set against any Association Charges and Special Assessments for the next succeeding year and (y) any Owners who have underpaid shall promptly fund any shortfall to the Association. Section 6.2 Fixing of Association Charges. The Association shall have the power and authority to impose on each Owner Association Charges and Special Assessments in 7 SISDOLNYCSROSA-MSWaccordance with the Allocation Schedule (or based on the Voting Schedule, in the case of Association Utility Assessments, as set forth in Section 3.4). All Association Charges shall be determined and allocated by the Association pursuant to the preceding sentence, without any cost increase or markup of any kind whatsoever by the Association and otherwise in the manner provided herein or pursuant to an act of the Board, Section 6,3 Payment _of Association Charges and Special _Assessments: Emergency. Each Owner shall be obligated to pay its Association Funding Allocation of Association Charges and Special Assessments, which shall be assessed by the Association at such time or times (but not less than annually and not more often than monthly) as the Association shall determine. Unless otherwise directed by the Board, payments of all Association Charges shall be made semi-annually in advance, with fifty percent (50%) of the Budget (other than the Reserve, which shall be funded annually in advance) for the forthcoming calendar year due on each of January 1 and July 1 of each year. The Association shall send bills to each Owner at least thirty (30) days prior to the specified due date for the payment of Association Charges or at least ten (10) days in the case of Special Assessments, which bill shall include a breakdown of the calculation for such Owner’s Association Charges (ineluding the portion designated as Association Utility Assessments), If the Conservancy sends notice to the Association of a Conservancy Budget Shortfall pursuant to Section 4.4(i) the Board (or Budget Committee, if applicable) shall review such request within ten (10) Business Days and either (i) approve such request and impose Special Assessments on its Members in such amounts as are required to fund such Conservancy Budget Shortfall, or (ii) notify the Conservancy of any additional information required to approve the request and thereafter work with the Conservancy in good faith to resolve any disputes with respect to the Conservancy Budget Shortfall, it being agreed that such process shall not cause the Open Space to fail to be maintained in accordance with the Operating Standard. If (x) the Conservancy sends notice to the Association of an Open ‘Space Emergency or that there is a deficit in the Reserve due to draw downs on funds pursuant to Section 4.4(i), or (y) the Association determines that additional funds are necessary in order to comply with its Association Obligations or due to the existence of an Emergency, none of which are adequately provided for in the Budget, the Board shall promptly impose Special Assessments on its Members in such amounts, reasonably determined by the Board, as are necessary to cover any of the foregoing, payment to be made within thirty (30) days of receipt of agreed imposition, Section 6.4 Liability for the Payment of Association Charges and Special Assessments After the Sale or Other Transfer of Development Site. No Owner shall be liable for the payment of any Association Charges or Special Assessments assessed for a period subsequent to a Transfer by such Owner of its Building Premises. A successor-in-title to an Owner shall be and remain, subject to the preceding sentence, liable for the payment of all Association Charges and Special Assessments accrued and unpaid by prior Owners of such Building Premises prior to its acquisition thereof. Section 6.5 No Abatement of Association Charges and Special Assessments. No Owner shall be exempted from liability for the payment of Association Charges or Special Assessinents, or entitled to a diminution or abatement in the amount thereof, for any reason or cause whatsoever, including, without limitation, as a result of; 18 E199 0LNYCSROSA- SW(@) any casualty ot condemnation, or period of restoration following the same, with respect to such Owner's Building Premises; (b) the abandonment of such Owner's Building Premises; or (©) any inconvenience or discomfort sustained by such Owner arising from: (the failure or interruption of any utility or other services; (i) the making of repairs or improvements to any Building Premises; (ii) any action taken by the Association in order to comply with any Legal Requirement(s). Section 6.6 Statement of Association Charges and Special Assessments, In addition to the estoppel certificate referenced in Section 14.2, the Association shall provide a written statement of all unpaid Association Charges and/or Special Assessments due from any Owner within ten (10) days of its receipt of a written request therefor from such Owner, Declarant or a mortgagee of a Building Premises, ARTICLE 7 SUBORDINATION; MORTGAGEE PROTECTIVE PROVISIONS Section 7.1 Subordination_of Mortgages to Declaration. Each Mortgage encumbering a Building Premises or portion thereof, any interest in a Development Site, or any unit in a Condominium comprising a Building Premises, shall be subordinate to this Declaration, as the same may be amended, supplemented or modified from time to time in accordance with its terms, and neither the enforcement of any provisions in or the exercise of any remedies under any such Mortgage, nor the actual transfer of ownership of or interest in any Building Premises or any interest in a Development Site, whether by foreclosure, deed-in-lieu of foreclosure or otherwise, to any such Mortgage or any designee, can or shall cause the termination, or otherwise affect the existence, or the rights of the Association or obligations of a Member, or this Declaration. Each Mortgagee (and its respective successors and assigns or any party taking title by or through such Mortgagee) shall take title (whether by foreclosure, deed-in-licu of foreclosure or otherwise) subject to this Declaration (and any amendments thereto). Section7.2 Rights of Mortgages. (@) Each Mortgagee shall have the right, but not the obligation, to cure any Event of Default by such Mortgagee’s mortgagor. The Association and all Owners shall accept performance by a Mortgage (or its designee or nominee) of any covenant, condition or agreement on the part of an Owner to be performed hereunder with the same force and effect as though performed by such Mortgagee’s mortgagor, even if such performance is after the applicable time period set forth in clause (d) below. 19 SHSI99 0 NYCSROSA-MISW(&) If an Owner, Mortgagor Unit Owner or their Mortgagee shall have (i) served on the Association a notice or (i) filed any instrument expressly subordinating the lien of the applicable Mortgage to this Declaration (cach a “Mortgagee Notice”) specifying the name and adress of such Mortgage, such Mortgage shall be given a copy of each and every notice of the occurrence of a default pursuant to this Declaration and each statement of Association ‘Charges and Special Assessments at the same time as and whenever such notice shall thereafter be given hereunder at the address last furnished by the applicable Mortgagee. The Association shall in no event be liable for the failure of delivery of any notice to a Mortgage if such ‘Mortgage changes its address or such Mortgage is assigned and the Association does not receive a new Mortgagee Notice, After receipt of a Mortgagee Notice, no notice of the ‘occurrence of a default thereafter given with respect to such Mortgagee’s mortgagor under this Declaration by the Association (or any other party entitled to give such notice) shall be effective as to such Mortgage unless and until a copy thereof shall have been so given to the Mortgagee. (©) If more than one Mortgage having a lien on a Building Premises or portion thereof has exercised any of the rights afforded by this Section 7.2, only that Mortgagee, to the exclusion of all other Mortgages, whose Mortgage is most senior in priority of lien with respect to such Building Premises or portion thereof (the “Senior Mortgage”) shall be recognized by the other Owner(s) and the Association as having exercised such right; provided, however, that by written notice to the Association, such Mortgagees may designate one of them which is not most senior in priority to be deemed the Senior Mortgage for purposes of this Section 7.2(0). (@ Notwithstanding any other provision of this Declaration to the contrary, upon the occurrence of an Event of Default by an Owner, no remedies contemplated under this Declaration shall be exercised by the Association if » Mortgagee of such Owner shall within the period that is thirty (30) days more than is given to the applicable Owner hereunder, cure (or cause to be cured) such Event of Default; provided, however, if any non-monetary Event of Default shall require such Mortgagee to take possession of a Building Premises in order to cure such Event of Default, such Mortgagee shall have an additional period not to exceed thirty (30) days following its taking of possession of such Building Premises, provided Mortgagee shall have diligently commenced an action to take such possession. (©) __ Inaddition, notwithstanding any provision hereof to the contrary, if one or more Events of Default has occurred with respect to an Owner, but such defaulting Owner's Mortgage is taking the actions described in the preceding clause (4) with respect to, and/or has cured, each such Event of Default, then: (i) the Mortgagee shall be entitled to replace and designate the Representative that such defaulting Owner would otherwise have been entitled to designate, as if such Mortgagee were the Member thereof; (ji) the Mortgage shall be entitled to vote at all Board meeting at which the Owner would otherwise have been entitled to vote and to give any consent or approval that its mortgagor could have given, which shall be granted or withheld under the same terms as are applicable to its mortgagor, as if such Mortgage were its mortgagor; and (iii) the Association shall rely (and be entitled to rely) on the votes of or actions taken by or consents or approvals given by the Mortgage or the Representative designated by it in determining the appropriateness of any action to be taken, Upon receipt of written notice from such Mortgagee that the Mortgagee is exercising such rights (and each Mortgagee shall have the right to deliver such notice and may rely on the same without the need for any further inquiry), 20 SHOI99OENYCSROSA- MSWthe Association shall accept such Mortgagee’s performance of such rights and upon the Association’s receipt of such written notice from a Mortgagee, the Association shall be entitled to rely on such notice with no further investigation. No Owner shall take any action against the Association or such Mortgagee as a result of the Association's following the direction of any Mortgagee as provided herein, Payment or performance of any obligation of an Owner by a Mortgagee (prior to the date on which such Mortgagee or its assignee or designee or nominee shall have taken title to the defaulting Owner's Building Premises or shall have designated a Representative as provided above) shall not give rise to any obligation on the part of the ‘Mortgagee to continue to pay or perform such obligation or any other obligation in the future, (® At the request of the Association or Declarant from time to time, an Owner shall execute and deliver an instrument addressed to the Association and Declarant confirming the identity of the Mortgagee who is entitled to the benefit of all provisions contained in this Declaration which are expressly stated to be for the benefit of the Mortgagees. (@) The Association and each Owner shall recognize and accept the performance of obligations, or the exercise of any rights, by or from a Mortgage of any of the rights and privileges of an Owner hereunder, upon receipt of written notice from a Mortgagee that an “Event of Default” (as such term shall be described in the applicable loan documents) has ‘occurred and is continuing such that the Mortgagee is entitled to exercise the rights of said ‘Owner pursuant to the applicable loan documents. The Association and all of the Owners shall have the right to rely on such notice without the need for any further inquiry and shall have no liability whatsoever to any Owner or Mortgage arising therefrom, A Mortgagee may terminate such performance right upon the delivery of a notice to the Association terminating same. (h) Notwithstanding anything herein to the contrary, the rights of a Mortgagee hereunder shall apply to a Mortgagee with a lien on a Mortgagor Unit Owner’s premises, where such Mortgagee shall have rights following an Event of Default by the Condominium Board that serves as the “Owner” for the applicable Condominium containing the Mortgagor Unit Owner's premises pursuant to Section 1.6 hereof. ARTICLE 8 EVENTS OF DEFAULTS AND CERTAIN REMEDIES Section 8.1 Types: Notice and Cure Periods. Each of the following events shall be deemed an “Event of Default” hereunder: (@)__iffany Owner shall fail to pay within ten (10) days of its due date all or any portion of any of its Association Funding Allocation of Association Charges to the Association, and such failure continues for a petiod of five (5) days following receipt by the defaulting Owner from the Association of a notice of default with respect thereto that specifies the amounts due, and states in bold print: “THIS IS YOUR FIRST AND ONLY REQUIRED NOTICE THAT YOU ARE IN DEFAULT IN THE PAYMENT OF THE SUMS DESCRIBED HEREIN WHICH ARE PAYABLE TO THE ASSOCIATION. FAILURE TO MAKE PAYMENT OF SUCH SUMS WITHIN FIVE (5) DAYS AFTER RECEIPT OF THIS 21‘NOTICE SHALL CONSTITUTE AN EVENT OF DEFAULT UNDER THE PACIFIC PARK OWNERS ASSOCIATION DECLARATION.”; (&) if any Owner shall fail to pay when due all or any portion of any of its Association Funding Allocation of any Special Assessments or all or any portion of any other amounts payable to the Association under this Declaration or an act of the Board, and such failure continues for a period of fifteen (15) days following receipt by the defaulting Owner from the Association of a notice of default with respect thereto that specifies the amounts due, and states in bold print: “THIS IS YOUR FIRST AND ONLY REQUIRED NOTICE THAT YOU ARE IN DEFAULT IN THE PAYMENT OF THE SUMS DESCRIBED HEREIN WHICH ARE PAYABLE TO THE ASSOCIATION. FAILURE TO MAKE PAYMENT OF SUCH SUMS WITHIN FIFTEEN (15) DAYS AFTER RECEIPT OF THIS NOTICE SHALL CONSTITUTE, AN EVENT OF DEFAULT UNDER THE PACIFIC PARK OWNERS ASSOCIATION DECLARATION.”; (©) to the extent permitted by law, if within ninety (90) days after the commencement of any proceeding against any Owner seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under the present or any future federal bankruptcy code or any other present or future applicable federal, state or other statute of law, such proceeding shall not have been dismissed, or if, within ninety (90) days after the appointment, without the consent or acquiescence of such Owner, of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of such Owner or of ll or any substantial part of its properties or of such Owner or any interest therein of such Owner, such appointment shall not have been vacated or stayed on appeal or otherwise, or if, within thirty (30) days after the expiration of any such stay, such appointment shall not have been vacated; @__ to the extent permitted by law, if any Owner shall file @ voluntary petition under Title 11 of the United States Code or if such petition is filed against it, and an order for relief is entered, or if any Owner shall file any petition or answer seeking, consenting to or acquiescing in any reorganization, arrangement, composition, other present or future applicable federal, state or other statute or law, or shall seek or consent to or acquiesce in or suffer the appointment of any trustee, receiver, custodian, assignee, sequestrator, liquidator or other similar official of such Owner, or of all or any substantial part of its properties or of the premises or any interest therein of such Owner; or (©) __ if the Association shall fail to timely fund the Conservancy Budget in accordance with Section 4.4(f) and such failure continues for a period of thirty (30) days following receipt by the Association from the Conservancy of a notice of default with respect thereto that specifies the amounts due, and states in bold print: “THIS IS YOUR FIRST AND. ONLY REQUIRED NOTICE THAT YOU ARE IN DEFAULT IN THE PAYMENT OF THE SUMS DESCRIBED HEREIN WHICH ARE PAYABLE TO THE CONSERVANCY. FAILURE TO MAKE PAYMENT OF SUCH SUMS WITHIN THIRTY (30) DAYS AFTER RECEIPT OF THIS NOTICE SHALL CONSTITUTE AN EVENT OF DEFAULT UNDER THE PACIFIC PARK OWNERS ASSOCIATION DECLARATION.” (an “Association Default”); provided that if the Association Default is due to one or more delinquent Owner(s), and, in the Conservancy's reasonable discretion, the Association is not diligently pursuing 2 SH3199 OL YCSROSA-MSWremedies against the applicable delinquent Owner(s), then the Conservancy shall not be subject to the thirty (30) day notice period provided for above. Nothing in this Article 8 shall derogate from any right that the Association or Declarant may have under this Declaration to exercise self-help or take any other actions without or prior to delivery of a notice; provided, that the defaulting Owner shall only be deemed to be in default hereunder upon the subsequent delivery of a notice, and failure to cure such default within the applicable time period, Section 8.2 Late Charges. Upon the occurrence of any Event of Default, the amount due with respect to such Event of Default shall bear interest at the Involuntary Rate from the date such payment was due until such time as it is paid in full. In no event shall any amount imposed by the Association hereunder for late payment of any Association Charges and/or Special Assessments exceed (in the aggregate) the maximum lawful amount that may be imposed on such Owner for late payment, and, if the amount so imposed exceeds such maximum lawful amount, then the amount imposed by the Association shall automatically be reduced to such lesser amount as shall equal (but not exceed) the maximum lawful amount. Section 8.3 Liens for Unpaid Charges. If and to the extent an Owner fails to pay its Association Funding Allocation of all Association Charges and Special Assessments, the Association shall have a lien (an “Association Lien”) against the applicable Building Premises to secure such payment, which Association Lien shall be prior to all other liens or encumbrances; provided, however, that with respect to a Condominium, in lieu of an Association Lien, the Association shall have a lien on the common charges paid by Unit Owners and the rights set forth in Section 8.4(a)(iv) hereof. Section 8.4 Liens and Proceedings for the Collection of Unpaid Association Charges or Special Assessments. (@) _ Upon the occurrence of any Event of Default giving rise to an Association Lien and subject to the rights of a Mortgagee set forth in Article 7, without limiting any of the foregoing, the Association may, subject to any prior liens permitted hereunder: (i) bring an action to foreclose the Association Lien in accordance with and subject to applicable Legal Requirements; (ii) purchase the interest of the Owner of such Building Premises at « foreclosure sale resulting ftom any such action; (jii) proceed by appropriate judicial proceedings to enforce the specific performance or observance by the defaulting Owner of the applicable provisions of this Declaration from which the Event of Default arose; (iv) as to any Condominium, require that the first common charges received by the Condominium from Unit Owners are paid to the Association prior to the payment of any other Condominium expense, and/or (v) exercise any other remedy available at law or in equity. If the net proceeds received on a foreclosure of an Association Lien (after deduction of all reasonable legal fees and disbursements, advertising costs, brokerage commissions, court costs and other costs and expenses paid or incurred in connection therewith), exceed the amount due, including any interest, such surplus shall be paid to the defaulting Owner. Any surplus on such foreclosure sale shall be paid according to Legal Requirements. However, notwithstanding the foregoing, a suit to recover a money judgment for unpaid Association Charges or Special Assessments shall be maintainable without foreclosing or 23waiving the Association Lien securing the charges. Each of the remedies herein described as well as any other remedy available at law or in equity may be exercised concurrently or sequentially. (b) If the Association brings an action to foreclose its Association Lien as set forth above: (@ the defaulting Owner will be required to pay a reasonable rental for the use of its Building Premises, and the Association shall be entitled to the appointment of a receiver to collect the same; and i) the Association shall have the power to purchase such Building Premises at the foreclosure sale thereof and to acquire, hold, lease, mortgage, convey, or otherwise deal with such Building Premises (but not to vote the votes appurtenant to the same). (©) If a Condominium fails to pay its Association Funding Allocation, in enforcing its rights under Section 8.4(a)(iv) above, the Association shall have a lien on the common charges paid by such Condominium’s Unit Owners and shall have the right to initiate an action against the Condominium for the payment thereof. (@ _Ifan Association Default oceurs, the Conservancy shall have the right, on its own behalf, to (i) have a lien to secure the funding of the Conservancy Budget by individual Owners against each Owner’s portion of its Building Premises in an amount up to such Owner's Association Funding Allocation (and such lien(s) shall be treated, for purposes of t ‘IIL, as an “Association Lien”) or elect to be a third party beneficiary to an Association Lien ‘brought by the Association; (Ii) exercise the Association's remedies under Section 8.4(a); and/or ii) pursue direct billing of owed sums with individual Owners, who shall be severally liable for the funding of the Conservancy Budget in an amount against each Owner up to such individual Owner's Association Funding Allocation. While such Association Default is ongoing, (x) if such Association Default is due to one or more delinquent Owner(s), the delinquent Owner(s) (as indicated to the Conservancy pursuant to a notice from the Association) and all Persons claiming by, through and under such delinquent Owner(s) shall lose the benefits of any easements granted pursuant to Article X hereunder, unless such Person shall have either received written authorization from Declarant, granting permission to use the applicable easement(s) while such Association Default is ongoing or paid its delinquent Association Funding Allocation to the Association, and (y) if such Association Default is a result of the actions or inactions of the Association or its Board to timely fund the Conservancy Budget (subject to notice and cure periods, as set forth in Section 8.1(e)), rather than an Association Default due to delinquent Owner(s) as set forth in clause (x) above (c,, failure of the Association to fund the budget, as opposed to the failure of an Owner to pay necessary amounts owed to the Association), the Association, all Owners and all Persons claiming by, through and under the Association and/or the respective Owners shall lose the benefits of any easements granted pursuant to Article X hereunder, unless such Person shall have received written authorization from Declarant, granting permission to use the applicable easement(s) while such Association Default is ongoing. Any costs and expenses incurred by the Conservancy in connection with its rights under this Section 8.4(d) shall be costs which are payable by the Association, and such amounts shall be promptly funded by the Association through Special Assessments pursuant to the terms of this Declaration. 24 SHEI99.OENESROSA- MSWSection 8.5 Abatement and Enjoinment. If any Owner shall violate or breach any of the provisions of this Declaration on such Owner's part to be observed or performed, the Association shall have the right to enjoin, abate, or remedy the continuance or repetition of any such violation or breach by appropriate proceedings brought either at law or in equity. Additionally, the violation or breach of any of the terms of this Declaration with respect to any of the rights, easements, privileges, or licenses granted to the Association shall give the Association the right to enjoin, abate, or remedy the continuation or repetition of any such violation or breach by appropriate proceedings brought either at law or in equity. Section 8.6 Events of Default. Loan. If an Event of Default shall occur, and subject to the rights of a Mortgagee as set forth in Article 7, each Owner and the Association (for purposes of this Section 8.6, collectively, the “Paying Party”) shall have the right (with approval of the Board) but without the consent of the defaulting Owner and without notice except as otherwise provided in this Section 8.6, but not the obligation, to cure any such Event of Default by paying to the Association the entire amount then due and unpaid to the Association, provided, that prior to making any such payment, the Paying Party shall give notice to the defaulting Owner, each such defaulting Owner's Mortgagee(s), the Association, and each other Owner of its intention to cure the defaulting Owner's Event(s) of Default if such Event of Default is not cured by such Owner within fifteen (15) days following receipt by the defaulting Owner of such notice from the Paying Party, Such notice shall identify and detail the amounts proposed to be paid by the Paying Party and shall state in bold: “YOUR FAILURE TO PAY THE AMOUNTS CURRENTLY DUE TO THE ASSOCIATION WITHIN FIFTEEN (15) DAYS FOLLOWING YOUR RECEIPT OF THIS NOTICE SHALL ENTITLE THE UNDERSIGNED, WITHOUT DECREASING ANY OF YOUR OBLIGATIONS IN RESPECT THEREOF, TO PAY SUCH AMOUNTS ON YOUR BEHALF AND TO COLLECT INTEREST FROM YOU IN ACCORDANCE WITH THE TERMS OF THE PACIFIC PARK OWNERS ASSOCIATION DECLARATION.” Any funds so advanced by the Paying Party, together with interest at the Involuntary Rate from the date of payment to the date of repayment, shall be reimbursed by the defaulting Owner to the Paying Party within fifteen (15) days after written demand therefor; and the Association shall have an Association Lien on the Building Premises of the defaulting Owner in respect of any such amount as if the same were payable to the Association as part of the Association Charges payable by such defaulting Owner, but such lien shall be held (and enforced) by the Association for the benefit of the Paying Party and any proceeds recovered from the enforcement of such lien shall be paid to the Paying Party. If more than one Owner desires to become a Paying Party and each such Owner send the notice required under this Section 8.6, such Owners (i) shall fund the amount owed in proportion to their respective Association Funding Allocations, and (ji) shall share pro rata in any reimbursements received by the defaulting Owner, The defaulting Owner shall not have the right to dispute the obligation for, or the amount of, any payments made by the Paying Party under this Section 8.6 unless it ‘commences an Arbitration with respect thereto no later than the last day of the fifteen (15) day period set forth in the notice described in the second sentence of this Section 8.6. If the Board has established an Association Reserve, funds in the Association Reserve shall be used to cover the shortfall caused by the defaulting Owner prior to the use of any funds from a Paying Party, which Association Reserve funds so advanced shall be treated as a loan to the defaulting Member and shall bear interest at the Involuntary Rate from the date of payment to the date of repayment and shall be repaid in accordance with the terms set forth above and the Association 25 SEGI99OLNYCSROSA-MISWshall have an Association Lien on the Building Premises of the defaulting Owner in respect of any Association Reserve funds so advanced. Section 8.7 Costs and Expenses; Interest. All sums of money expended, and all costs and expenses (including, without limitation, reasonable attomeys’ fees and disbursements and court costs) incurred by the Association in connection with: (@ the collection of any unpaid Association Charges, Special Assessments or other amounts due to the Association from an Owner pursuant to the terms hereof and/or in foreclosing any Association Lien resulting therefrom; (6) the abatement, enjoinment, removal, or cure of any violation, breach, or default pursuant to the terms hereof; (©) the suspension or denial of any right, service, or privilege pursuant to the terms hereof; or (@ the exercise of any other remedy available to the Association under this Declaration or otherwise, together with all overdue Association Charges and/or Special Assessments, shall bear interest (to ‘be computed from the date expended or due, as the case may be, to the date of actual payment) at the Involuntary Rate, Section 8.8 Remedies Cumulative, The remedies specifically granted in this Article 8 or elsewhere in this Declaration shall be cumulative, shall be in addition to all other remedies obtainable at law or in equity and may be exercised at one time or at different times, concurrently or in any order, in the sole discretion of the Association and/or the Conservancy, as the case may be. Further, the exercise of any remedy shall not operate as a waiver, or preclude the exercise, of any other remedy. Section 8.9 Rights _to Dispute Events_of Default_and Time Period _to Commence Arbitrations Relating to Events of Default. Notwithstanding any of the foregoing or any other provision hereof, no Owner shall have the tight to dispute any Association Charges, Special Assessments, of other amounts due to the Association unless it (i) has paid such amounts within the time frames provided herein, and (ii) commences an Arbitration so disputing within thirty (30) days after the expiration of the notice periods under Sections 8.1(a) and 8.1(b), as applicable. The fact that an Arbitration is ongoing shall not suspend the pendency of such Event of Default for any purpose hereunder Section 8.10 Association Self-Help Rights. If the Conservancy materially defaults in its obligations to maintain and operate the Open Space in accordance with the Operating Standard (a “Conservancy Default”) and such Conservancy Default continues for a period of sixty (60} days following receipt by the Conservancy of a notice of Conservancy Default from the Association or from Declarant (in which event a copy of notice shall also be sent to the Association), or, if the Conservancy Default is of a nature that it cannot reasonably be cured within such sixty (60) day period, if the Conservancy fails to, (i) commence such cure as promptly as practicable within such sixty (60) day period; and (ii) thereafter proceed with 26 HSI99 OL NYCSROSA-MSWdiligence and continuity to complete such cure, the Association shall have the obligation to cure such Conservancy Default and, if necessary, perform the obligations of the Conservancy, including, but not limited to, entering upon the Open Space to abate, remove, or cure such violation or breach without thereby being deemed guilty or liable in any manner for trespass (collectively, the “Association Self-Help Rights”). The Association shall continue to exercise its, Association Self-Help Rights for so long as is reasonably necessary in order ensure that the Open Space will continue to be maintained by the Conservancy in accordance with the Operating Standard. In addition, if the Association determines that the abatement, removal, or cure of any such violation or breach is immediately necessary for the preservation or safety of any Building, Premises or Open Space ot for the safety of the occupants of any Building Premises or any Person or to avoid the suspension of any necessary service at any Building Premises, the Association may take such action immediately, without prior notice and without allowing the Conservancy any period of time within which to cure ot to commence to cure such violation oF breach, If the Association exercises the Association Self-Help Rights, and until, in the reasonable judgment of the Association, it is no longer necessary for the Association to exercise such rights, the Association may utilize the Association Charges and Special Assessments for the maintenance and operation of the Open Space and shall not be obligated to pay such funds to the Conservancy. If the Conservancy has retained a property manager to operate and maintain the Open Space, such property manager shall, at the Association’s request following the exercise of its Association Self-Help Rights, attorn to the Association and maintain and operate the Open Space on the Association's behalf, provided that the Association may, at its option, terminate the Property manager and employ a new property manager of its choosing (the “Association Property Manager”). Any agreement entered into between the Conservancy and a property manager shall provide for such termination by the Association following its exercise of the Association Self-Help Rights. Notwithstanding the foregoing, upon cure of the Conservancy Default and the Conservancy’s recommencement of its obligations to maintain and operate the Open Space in accordance with the Operating Standard, the Association Self-Help Rights shall terminate with respect to such Conservancy Default, and any Association Property Manager which has been employed by the Association shall, at the option of the Conservancy, be terminated. In connection with its Association Self-Help Rights, (j) from time-to-time, not to exceed once per calendar year, and (ji) at any time the Association reasonably believes that factors have arisen that may lead to it having to exercise its Association Self-Help Rights in the reasonably foreseeable future, the Association shall have the right to arrange for an inspection and Open Space and to audit the Conservancy’s performance of its Conservancy Obligations. If such inspections reasonably require more than a visual inspection, the Conservancy shall grant a ficense to the Association on customary and commercially reasonable terms. The Conservancy may dispute the existence of a Conservancy Default by commencing an Arbitration so disputing within sixty (60) days of receipt of a notice of default from the Association or Declarant. Section 8.11 Declarant’s Self-Help Rights. Notwithstanding anything herein to the contrary, if (x) a Conservancy Default is in existence and ongoing past the applicable cure periods set forth in Section 8.10, (y) the Association fails to exercise its Association Self-Help Rights if and when applicable, and (z) such failure by the Association and the Conservancy continues following sixty (60) days prior written notice from Declarant to the Conservancy and the Association, Declarant shall have the right to exercise the Association Self-Help Rights on behalf of the general public; provided, however, that all costs and expenses of Declarant in 7 SIS9DLNYCSROSA -MSWexercising such Association Self-Help Rights on behalf of the general public shall be paid by the Association. ARTICLE 9 COVENANT OF FURTHER ASSURANCES, Section 9.1 General. The Association shall, at the expense of any Owner, the Conservancy or a Mortgage requesting the same, execute, acknowledge and deliver to such Person such instruments as such Person may reasonably request to effectuate the provisions of this Declaration or any transaction contemplated hereunder or to confirm or perfect any right to be created or transferred hereunder (provided, that such instrument shall not impose any additional obligations or liabilities (other than to a de minimis extent) on the Person delivering the same). Section9.2 Power of Attomey In Favor of the Association. If any Owner fails or refuses to execute, acknowledge, or deliver any instrument, or fails or refuses, within twenty (20) days after request therefor, to take any action that such Owner is required to take pursuant to this Declaration, the Association is hereby authorized, as the attomey-in-fact for such Owner (which power shall be deemed to be coupled with an interest and irrevocable), to execute, acknowledge and deliver such instrument, or to take such action, in the name of such Owner, and such document or action shall be binding on such Owner, The terms of this Section shall not apply to any Mortgagee or the suecessors and assigns thereof, whether before or after foreclosure of such Mortgage. ARTICLE 10 COVENANTS, CONDITIONS, EASEMENTS AND RESTRICTIONS, ‘TO RUN WITH THE LAND Section 10.1 General. Unless this Declaration is terminated pursuant to the terms of Section 11.4, all of the provisions of this Declaration shall, unless otherwise expressly herein provided to the contrary, be perpetual and be construed to be covenants, conditions, easements and restrictions running with the land encumbered hereby and with every part thereof and interest therein, and all of the provisions hereof and thereof shall be binding upon, and shall inure to the benefit of, the Association, Declarant, the Conservancy and the Owners, Occupants and Mortgages of all or any part thereof, or interest therein, and such party’s heirs, executors administrators, legal representatives, successors and assigns, but the same are not intended to create, nor shall they be construed as creating, any rights in, or for the benefit of, any other Person or the general public, All present and future Owners, Occupants and other Persons having an interest in any portion of the Development Sites shall (without any further action) automatically be deemed to be subject to, and shall comply with, the provisions of this Declaration, as it may be amended from time to time. The acceptance of a deed or other instrument of conveyance, or the succeeding to title, the entering into a lease, or the entering into ‘occupancy of any Development Site, shall constitute an agreement that the provisions of this Declaration, the Certificate, and any Rules and Regulations, as each of the same may be amended from, time to time, are accepted and ratified by such Owners, Occupants and other 28 SIN9DENYCRISA-MSWPersons having an interest in any portion of the Development Sites, and all of such provisions shall be deemed and taken to be covenants running with the land shall bind any Person having, at any time, any interest or estate in any portion of the Development Sites as though such provisions were recited and stipulated at length in each and every deed, other instrument of conveyance, ot lease. However, the foregoing is not intended to, and does not, impose affirmative duties or liability on Mortgagees and other Persons who hold an interest in a Building Premises merely as security for the performance of an obligation, until such time as such “Mortgagees or other Persons acquire possession of the applicable Building Premises or leasehold interest (whether pursuant to a foreclosure, deed-in-lieu or other process), Section 10.2 Declaration of Easements, Declarant hereby declares the following easements on, in, through and over the applicable Development Sites (including Open Space located thereon) as set forth below, each of which is intended to be binding upon and, except as specified below or pursuant to Section 8.4(d) hereof, inure to the benefit of the Association, the Conservaney, the respective Owners and all Persons claiming by, through and under the Association and/or the respective Owners to run with the applicable Development Sites for the duration(s) specified below; provided, that if no such duration is specified, such easement shall ‘run in perpetuity: (@) Temporary Construction Easement. Subject to the Access Conduct Standards, a right and easement for the benefit of each Owner over the Open Space adjacent to its Building Premises, solely for the duration reasonably required to complete eny work set forth in this subparagraph (a), in connection with and to the extent necessary for the performance of (i) any development, design, construction, reconstruction, restoration and making of all installations, finishes, alterations, additions and improvements in or to, and equipping and fitting- out of, its respective Building Premises (including, without limitation, performing structural or non-structural, interior or extetior, ordinary or extraordinary work), (ii) complying with applicable Legal Requirements, (iii) any alteration or repair after damage by fire or other casualty or any taking by condemnation or eminent domain proceedings of all or any portion of any of the same made thereto, and (iv) the staging of construction materials and equipment in connection with the matters described in the foregoing clauses (i), (ii) and (ii). (b) _ Conversion of Interim Areas. Subject to the Access Conduct Standards, a right and easement for the benefit of each applicable Development Tenant and/or Owner over the applicable Interim Areas, solely for the duration reasonably required to complete any work set forth in this subparagraph (b), in connection with and to the extent necessary for the performance of any development, design, construction, reconstruction, restoration and making of all installations, finishes, alterations, additions and improvements required in connection with converting the Interim Areas to Permanent Open Space for which such Development Tenant and/or Owner is responsible pursuant to Section 2.4 hereof. (©) Construction Staging in Interim Areas. Subject to the Access Conduct Standards, a right and easement for the benefit of each applicable Development Tenant and/or ‘Owner over the applicable Interim Staging Areas, solely for the duration reasonably required to complete any work set forth in this subparagraph (c), for the staging of construction materials ‘and equipment in connection with the development, design, construction and making of all installations and finishes for the initial construction of its Building Premises and converting the 29 #219904 NYCSROSA-MSWInterim Staging Areas to Permanent Open Space for which such Development Tenant and/or Owner is responsible pursuant to Section 2.4 hereof. () Easement for Operation and Maintenance of Open Space. Subject to the Access Conduct Standards, a perpetual right and easement for the benefit of (i) the Association to access, operate and maintain the Open Space in the event the Association exercises its Association Self-Help Rights in accordance with the terms of Section 8.10 hereof, and (i) Declarant to access, operate and maintain the Open Space in the event it exercises the Association Self-Help Rights in accordance with the terms of Section 8.11 hereof. (©) Public Access Easement. A perpetual right and easement for the benefit of the public to access, use and enjoy the Open Space, subject to temporary closures, the rules and regulations adopted by the Conservancy and other relevant provisions of this Declaration, (0 Owner's and Occupant’s Access Easements. To the extent necessary to access the applicable Building Premises, a perpetual right and easement for the benefit of each Owner and its Occupants to enter upon the Open Space to the extent reasonably necessary to provide such Owner and its Occupants a means of ingress and egress to and from its Building Premises and the Improvements located therein and an approach to and from the public streets in connection with the exercise of its easement rights hereunder, subject to temporary closures, the rules and regulations adopted by the Conservancy from time to time and other relevant provisions of this Declaration. (e) _ Easement for Encroachments of Improvements. A perpetual easement for the benefit of each Building Premises for the encroachment of any portion of the Improvements onto the Open Space, as a result of: (i) settling or shifting of the applicable Improvements or (ii) any repair of the Improvements (or any portion thereof) after damage by fire or other casualty or any taking by condemnation or eminent domain proceedings of all or any portion of any of the same that is, in any such case made in accordance with applicable Legal Requirements and in accordance with this Declaration and which has a temporary and immaterial impact on the Open Space. (h) Easements of Subjacency, Support and Necessity. Each Owner and the Conservancy shall have reciprocal easements of subjacency, support and necessity with respect to, and the same shall be subject to such easements in favor of, all of the other Building Premises (which are adjacent to another Building Premises or the Open Space) and the Open Space. @ &£ for the Conservancy Obligations. Subject to the Access Conduct Standards, a perpetual right and easement for the benefit of the Conservancy, solely for the duration reasonably required to complete the activities set forth herein, to access the portion of an Owner’s Building Premises for the purposes of performing its Conservancy Obligations solely to the extent that certain systems and infrastructure required to operate the Open Space are located within such portion of such Building Premises, provided that once such system and infrastructure has been constructed, the Owner and the Conservancy shall enter into a specific ‘easement with respect to same in accordance with Section 9.1 hereof. 30eae @ Easement for Light and Air and Legal Windows. Notwithstanding anything to contrary contained herein or in any Open Space Easement Agreement, each Owner shall be entitled, at its sole discretion, to locate windows, including windows providing legal light and air for dwelling units and other spaces under the provisions of applicable Legal Requirements (“Legal Windows”) on any portion of the fagade of each building facing the Open Space, including on the boundary line of the Open Space Easement Premises and, in connection therewith, shall have an easement for light and air over the Open Space to the extent required by New York City building code for windows. In furtherance thereof, the Conservancy and Declarant (if required) shall, promptly upon request therefor from an Owner, execute, acknowledge and deliver any instrument or other document as may be required to allow for the location and maintenance of such Legal Windows. Nothing herein shall prevent the Open Space from being constructed and maintained in accordance with the Design Guidelines or limit the ability of the Conservancy to improve the Open Space in the manner permitted by the Design Guid Section 10.3 Rights of Access in Favor of Utility Companies. Subject to the Access Conduct Standards, all portions of the Development Sites shall be subject to an easement for access in favor of each utility company (and its officers, directors, partners, employees, contractors, subcontractors and agents) servicing the Development Sites or any portion thereof for the purposes of installing, operating and maintaining any installations owned, used, or ‘operated by such company in, over, under, through, adjacent to, or upon any portion of the Development Sites, including, without limitation, gas, water, sewers, water retention, and telecommunications. In connection therewith, an easement is hereby granted over the Utilities Easement Area to the Association for the purpose of performing the POA Maintenance Obligations in accordance with Section 3.4 and the terms of the Usilities Agreement. Section 10.4 Confirmation_of Easement Descriptions. Any Owner or the Association may request the Owners and/or the Declarant, Association or the Conservancy, as applicable, to execute a document in recordable form reasonably agreed by the Owners, Declarant and the Association (or as otherwise specified by a Governmental Authority) supplementing this Declaration so as to confirm the location and/or metes and bounds description of any easement or other right granted herein based on an as-built survey, which shall be supplied by the Owner(s) and/or the Association, Additional supplements may also be executed to confirm the relocation of an easement or other right granted herein, All Owners and other parties-in-interest (present and future) are deemed to have consented and subordinated to such confirmation, Section 10.5 Access Conduct Standards. Any easement or right of access sgranted hereunder that expressly requires compliance with the “Access Conduct Standards” shall be exercised as follows: (a) __ inthe case of performing any construction or staging over the Open Space, the Person utilizing such easement rights shall provide to the Conservancy for its review and reasonable approval (i) an access plan, which shall describe the specific areas that shall be utilized (including what portion of the Open Space, if any, will be closed to the public), as well as the anticipated duration of such construction or staging, it being understood that the impact will be as limited as possible so as to not utilize materially more Open Space than necessary for 31such construction or staging, and (ii) such other information reasonably requested by the Conservancy with respect thereto. The Conservancy shall then have a twenty (20) day period to either (x) reasonably approve or disapprove of such use or (y) request additional information (and, each time additional information is requested, upon satisfaction of such request by such Person requesting the use of the easement rights, the Conservancy shall have an additional twenty (20) day period to either (x) reasonably approve or disapprove of such use or (y) request additional information); provided that such use shall be deemed approved if the Conservancy fails to either approve or disapprove of such use or request additional information after receipt of a second ten (10) day notice delivered following the twenty (20) day period. All work ot staging within the Open Space work shall be performed in such a manner and during such hours as will not unreasonably interfere with the conduct of business of the Occupants of a Development Site, the Association, the performance of the Conservancy Obligations by (or on behalf of) the Conservancy or the use and enjoyment of any Permanent Open Space as set forth herein. Notwithstanding the foregoing, the foregoing requirements shall not apply to the use of the easements described in Section 10.2(a)(ii), Section 10.2(b), Section 10.2(c), Section 10.2(d), or Section 1 (b) to the extent such easement is being exercised over Open Space owned by the Conservancy, the Person performing any construction work shall obtain (i) such insurance coverage that would be carried by a reasonably prudent Person with respect to the construction work in question, shall name the Conservancy as an additional insured under such policies, and shall furnish to the Conservancy certificates of insurance (or copies of the policies, upon request) evidencing such coverage, and (ii) all necessary permits, authorizations, approvals and certificates required for the commencement of such construction work as required by applicable Legal Requirements; (© in compliance with applicable Legal Requirements and at the sole cost and ‘expense of the Person utilizing such easement; (@ 10 the extent such easement is being exercised over Permanent Open Space owned by the Conservancy, subject to the Conservancy's reasonable direction, coordination and safety and security protocols (© with respect to the Conservancy's rights pursuant to Section 10.2(i), subject to the applicable Owner’s direction, coordination and safety and security protocols; and (® subject to the requirement that the Person exercising such right of access ‘ot easément shall be liable for any and all physical damage and personal injury caused thereby, shall remove debris, repair damage and restore affected portions of the subject premises, including plantings and improvements, to their former condition, and shall indemnify and hold the affected Owner, Conservancy or Association (as the case may be), their respective managing agents and Occupants (as the case may be) harmless from and against all costs resulting from, arising out of, or in any way connected to such exercise. ‘Notwithstanding anything herein to the contrary, in the event of an Emergency, any Person shall have the right to exercise any easements granted to it herein to the extent and 32 S904 NYESROSA.- MSWfor the duration necessary in connection therewith with notice to be delivered thereof as soon as reasonably practicable. Section 10.6 Rights to Grant Additional Easements, (@)__ Nothing in this Declaration shall limit or be deemed to limit the rights of any one or more Owner(s) or the Conservancy to enter into additional easement agreements or other arrangements between such parties affecting such Owners’ Building Premises or the Open Space and to modify such additional easement agreements or other arrangements from time to ‘time without the consent of the Association, the Conservancy, and any other Owner or Person, provided same are not inconsistent with the terms of this Declaration or the tights granted to the Owners or the Conservancy hereunder. In the event additional access or other easements are required in order to comply with any applicable Legal Requirements, the Owners and the Conservancy shall reasonably cooperate with each other in granting such easements with respect thereto. ()___ No Owner nor the Conservancy shall, without the prior written consent of any other affected Owner (or the Conservancy, if applicable), grant any easements or similar encumbrances that are likely to interfere materially with the beneficial use and enjoyment by such other Owner or the Conservancy of such other Owner's Building Premises (or any Owner's or its Occupants’ ot the public’s use and enjoyment of the Open Space, or the performance of the Conservancy Obligations by the Conservancy), except for the easements expressly granted hereunder, No Owner nor the Conservancy shall, without the prior written consent of the Association, grant any easements or similar encumbrances that are likely to interfere materially with the exercise of any rights or performance of any duties by the Association as provided for herein, except for the easements expressly granted hereunder. ARTICLE 11 AMENDMENTS TO THIS DECLARATION; TERMINATION Section 11.1 General. This Declaration may only be amended, modified, added to, or deleted by the vote of at least sixty-six and two-thirds percent (66 2/3%) of the Voting Shares allocated to the Representatives, provided, that the Allocation Methodology and Voting Methodology may not be modified without the consent of each affected Owner and its respective Mortgage; provided, further that if such amendment or modification (j) allows for the funding of less than one hundred percent (100%) of the costs of maintaining and operating the Open Space, (ii) materially changes the Operating Standard, or (iii) otherwise has (ot could reasonably be expected to have) a more than de minimis adverse effect on the Open Space or the Conservancy, the approval of Declarant will also be required. Notwithstanding the foregoing, no amendment may be made to Article 7 or any other provision herein that expressly provides rights or privileges to Mortgagees and that materially and adversely affects the rights of a Mortgagee without the receipt of the consent of such Mortgagee, Section 11.2. Recording of Amendments. No amendment to this Declaration shall be effective unless and until the same shall be recorded in the City Register’s Office. 33Section 11.3 Certain Limitations on Amendments. Notwithstanding anything contained in this Declaration to the contrary, in no event may this Declaration be amended, modified, added to or deleted from if such proposed amendment(s), modification(s), addition(s) or deletion(s), individually or in the aggregate, would (or would reasonably be expected to) ‘materially and adversely affect an Owner or ari Owner's Building Premises in a disproportionate manner, taking in account the effect on all other similarly situated Owner's and/or Building Premises, in each case without the consent of the affected Owner(s) of the affected Building Premises. Nothing herein shall be deemed to limit the grant or exercise of an easement as contemplated by Article 10 hereof. Section 11.4 Termination of this Declaration. This Declaration cannot be terminated except by a written agreement signed by three-fourths of the Owners, Declarant and the Conservancy. ARTICLE 12 INDEMNIFICATION Section 12.1 Indemnification of Association. Each Owner, to the fullest extent permitted by law, shall indemnify and save the Association and the Conservancy and their respective members, agents, directors, officers and employees (collectively, the “Asso Indemnified Parties”), harmless from and against any and all liability for loss, cost, liabilities, suits, obligations, fines, damages, penalties, claims, charges and expenses, which may be suffered by, imposed upon or incurred by or asserted against the Association Indemnified Patties, or any of them, arising from events occurring on an Owner’s Building Premises or by reason of any act of willful misconduct or negligence of the applicable Owner, except to the extent that any of the foregoing shall have been: caused by the gross negligence or willful misconduct of any of the Association Indemnified Parties. Each Owner shall name the Association and the Conservancy as additional insureds on its Commercial General Liability/Excess, Automobile and Environmental Liability policies, in such amounts as a prudent ‘owner would maintain, which policies shall specifically reference and cover the indemnification obligations set forth in this Section 12.1. For the avoidance of doubt, the indemnification obligations of the Owners hereunder are several, not joint, Section 12.2 Indemnification by Conservancy, The Conservancy, to the fullest extent permitted by law, shall indemnify and save the Owners, the Association, and their respective shareholders, partners, members, agents, directors, officers and employees (collectively, the “Owner Indemnified Parties”) harmless from and against any and all liability for loss, cost, liabilities, suits, obligations, fines, damages, penalties, claims, charges and expenses which may be suffered by, imposed upon or incurred by or asserted against the Owner Indemnified Parties, or any of them, arising from events occurring on the Open Space or by reason of any act of negligence or willful misconduct by the Conservancy, except to the extent that any of the foregoing shall have been caused by the gross negligence or willful misconduct of any of the other Owner Indemnified Parties. To the extent the proceeds received from the Conservancy's insurance policies do not adequately cover any amounts owed to the Owner Indemnified Parties under this Section 12.2, any shortfall shall be promptly funded by the Association through Special Assessments pursuant to the terms of this Declaration. For the avoidance of doubt, in no event may the Association or any Owner withhold any funding set 34forth in the Conservancy Budget on the basis of any indemnification claims under this Section 122. Section 12.3 Notice and Defense Process, (@) __If-any claim, action or proceeding is made or brought against any of the Association Indemnified Parties by reason of any event (or allegation of any event) for which the Owners have agreed to indemnify any Association Indemnified Parties in this Article 12 (any such event or allegation, a “Owner Indemnification Claim”), then, upon demand by such Association Indemnified Party, the applicable Owner(s) shail resist or defend such claim, action or proceeding (in the Association’s name, if necessary) by the attomeys for the applicable Owner's insurance cazrier (if such claim, action or proceeding is covered by insurance) or (in all other instances) by such attomeys as the applicable Owner shall select and such Association Indemnified Party shall approve, which approval shall not be unreasonably withheld () _Ifany claim, action or proceeding is made or brought against any of the Owner Indemnified Parties by reason of any event (or allegation of any event) for which the Conservancy has agreed to indemnify any Owner Indemnified Parties in this Article 12 (any such event or allegation, a “Conservancy Indemnification Claim”) and not by reason of an Owner Indemnification Claim, then, upon demand by such Owner Indemnified Party, the Conservancy shall resist or defend such claim, action or proceeding (in the Association’s name, if necessary) by the attomeys for the applicable Conservancy's insurance carrier (if such claim, action or proceeding is covered by insurance) or (in all other instances) by such attorneys as the Conservancy shall select and such Owner Indemnified Party shall approve, which approval shall not be unreasonably withheld. If any claim, action or proceeding is made or brought against any of the Owner Indemnified Parties by reason of both an Owner Indemnification Claim and a Conservancy Indemnification Claim, such Owner Indemnified Party may engage attorneys to defend it against such claim, action or proceeding and, if the accident, injury or damage is determined by a court of competent jurisdiction (whether by impleader or otherwise) to have been caused in whole or in part by any negligent or tortious act or failure to act by the Conservancy and/or its personnel, the Conservancy shall pay or reimburse such Owner Indemnified Party for all or a portion of the reasonable fees and disbursements of such attorneys. Notwithstanding the foregoing, to the extent the proceeds received from the Conservancy's insurance policies, if any, do not adequately cover costs and expenses of, or fees and disbursements payable by, the Conservancy in connection with its obligations pursuant to this Section 12,3(b), such amounts shall be promptly funded by the Association through Special Assessments pursuant to the terms of this Declaration. (© Each of the Association Indemnified Parties and Owner Indemnified Parties will not unreasonably withhold their respective consent(s) to any proposed settlement by the indemnifying party of any matter which is fully covered by such party’s indemnification hereunder. Section 12.4 No Personal Liability. Notwithstanding anything to the contrary contained in this Declaration, no ditect or indirect partner, director, member or shareholder of the Association nor of any Owner or Occupant (or any officer, director, agent, member, manager, personal representative, trustee or employee of any such direct or indirect partner, member or 35 SID OLNYCSROSA-MSWshareholder) or the Conservancy (or any director, officer, agent, member, manager, personal representative, or employee thereof) shall be personally liable for the performance of the respective party’s obligations hereunder. Any liability of any Owners hereunder shall be limited to the Owner's interest in its Building Premises and the proceeds thereof. ARTICLE 13 NOTICES General. All notices required or desired to be given hereunder shall be sent by hand delivery, by registered or certified mail, retum receipt requested or by national overnight courier that provides a receipt, postage prepaid addressed: (@) _ifto the Association, to the Association to the following address: c/o Atlantic Yards Venture, LLC 1 MetroTech Center, 18" Floor Brooklyn, New York 11201 ‘Attn: CEO and President with copies simultaneously to: Greenland Atlantic Yards LLC 1 MetroTech Center, 18" Floor Brooklyn, New York 11201 Attn: General Counsel and Forest City Ratner Companies, LLC 1 MetroTech Center, 23°! Floor Brooklyn, New York 11201 Attn: General Counsel and Fried, Frank, Harris, Shriver & Jacobson LLP ‘One New York Plaza ‘New York, New York 10004 Attn: Tal J. Golomb or such other address as the Association shall designate in writing to the Owners from time to time; ()__ifto any Owner, to such Owner at its address at the Building Premises or such other address as the Owner shall provide; © Ifto Declarant, to Declarant at the following address: 36 S99 DENYCSROSA-NESWcere New York State Urban Development Corporation Wb/a Empire State Development 633 Third Avenue New York, New York 10017 Attention: General Counsel with copies simultaneously to: Skadden, Arps, Slate, Meagher & Flom LLP 4 Times Square New York, New York 10036 Attention: Neil L. Rock, Esq. or such other address as Declarant shall provide, @ if to a Mortgage, to such Mortgagee at its latest address designated in writing to the Association; and © DIBDOLNYCSROSA MSW if to the Conservancy, to the Conservancy to the following address: c/o Atlantic Yards Venture, LLC 1 MetroTech Center, 18" Floor Brooklyn, New York 11201 ‘Attn: CEO and President with copies simultaneously to: Greenland Atlantic Yards LLC 1 MetroTech Center, 18" Floor Brooklyn, New York 11201 Attn: General Counsel and Forest City Ratner Companies, LLC 1 MetroTech Center, 23 Floor Brooklyn, New York 11201 Attn: General Counsel and Fried, Frank, Harris, Shriver & Jacobson LLP ‘One New York Plaza New York, New York 10004 Attn: Tal J, Golomb 37or such other address as the Conservancy shall designate in writing to the Owners and the Association from time to time, with a copy to Declarant. Any of the foregoing parties may change the address to which notices are to be sent, or may designate not more than two (2) additional addresses for the giving of notice, by sending written notice to the other parties as aforesaid. All notices sent pursuant to the terms of this Section 13.1 shall be deemed given when delivered by hand, when deposited in a branch or general post office or depository maintained by the United States Postal Service located in the State of New York or delivered to a national overnight courier service, enclosed in a sealed, postage prepaid wrapper, addressed as aforesaid, provided, however, that notices of changes of address, notices designating additional addresses and notices deposited in a United States Postal Service depository located outside of the State of New York shall be deemed to have been given when received Section 13.2 Waiver of Service of Notice. Whenever any notice is required to be given by Legal Requirements or pursuant to the terms of this Declaration, a waiver thereof in writing, signed by the Person or Persons entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent thereof, ARTICLE 14 MISCELLANEOUS Section 14.1 Inspection_of Documents. The Association shall maintain in its offices, and make available for inspection by Owners, Declarant, the Conservancy and their respective authorized representatives during reasonable business hours, current copies of this Declaration, the Certificate, all Mortgagee Notices, current notice addresses for the Owners, and any Rules and Regulations, as each of the same may be amencled from time to time. Section 14.2 Estoppel Certificates. Whenever requested upon at least ten (10) days’ prior written notice from an Owner or a Mortgage of a Building Premises, or from the Conservancy, the Association shall execute and deliver a certificate addressed to the applicable ‘Owner, Mortgagee or the Conservancy: (a) whether this Declaration is in full force and effect; (b) the extent to which this Declaration has been modified, whether by instrument of record or otherwise; (c) the extent to which, to the best of the Association's knowledge, the applicable Owner or the Conservancy is in default under this Declaration, which default remains uncured; and (@) any other information known to the Association and reasonably requested by the requesting party. Section 14.3 Waiver. No provision contained in this Declaration shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, regardless of the number of violations or breaches that may occur. Section 14.4 Severability. If any provision of this Declaration is invalid or unenforceable as against any Person or under certain circumstances, the remainder of the provisions of this Declaration, and the applicability of such invalid or unenforceable provision to other Persons or circumstances, shall not be affected thereby. Each provision of this Declaration 38 S319 DE YCSROSA-MSWshall, except as otherwise provided herein, be valid and enforced to the fullest extent permitted by law. Section 14.5 No Merger. There shall be no merger of this Declaration of of the estates or interests created by this Declaration or with any other estates or interests created by this Declaration by reason of the fact that this Declaration or the estates or interests created by this Declaration may be held, direcily or indirectly, by or for the account of any person or persons who shall own all of the Development Sits. Section 14.6 Enforcement. In the event of any breach or violation or threatened breach or violation by any Owner of the terms and conditions provided herein, the Association will have, in addition to the right to claim damages, the right to enjoin such breach or violation or threatened breach or violation or to seek specific performance in a court of competent jurisdiction. In the event of any breach or violation or threatened breach or violation by the ‘Conservancy of the terms and conditions provided herein, the Association shall have, in addition to the Association Self-Help Rights, the right to enjoin such breach or violation or threatened breach or violation or to seck specific performance in a court of competent jurisdiction. In the event of any breach or violation or threatened breach or violation by the Association or any ‘Owner of the terms and conditions provided herein, the Conservancy shall have, in addition to any tights provided for herein, the right to enjoin such breach or violation or threatened breach or violation or to seek specific performance in a court of competent jurisdiction, Section 14.7 Intentionally Omitted. Section 14.8 Force Majeure. Neither the Association, Declarant, any Owner nor the Conservancy shall be deemed to be in default in the performance of any obligation to be performed under this Declaration, other than an obligation requiring the payment of a sum of ‘money, if and so long as non-performance of such obligation shall be caused by Force Majeure. Section 14.9 Jury Trial. The Owners and the Association shall be deemed to have waived all rights to trial by jury in any action or proceeding arising out of this Declaration, Section 14.10 No Consequential Damages. In no event shall the Conservancy, the Association, any Owner, Occupant or any Person acting by or on behalf of the Association, an Owner or Occupant be liable for consequential, punitive or special damages to any Person hereunder. Section 14.11 P: interest. Notwithstanding anything to the contrary contained in this Declaration, if all or any portion of the Building Premises is held as a ‘Condominium, the applicable Condominium Board shall be deemed to be the sole Owner, party- in-interest and beneficiary for all purposes under this Declaration with respect to the premises held as a Condominium, and the holder of a tien encumbering any unit of such Condominium, and the holder of any other occupancy or other interest in such unit shall not be deemed to be an ‘Owner, party-in-interest or third-party beneficiary hereunder. Section 14.12 Gender. A reference in this Declaration to any one gender, ‘masculine, feminine, o neuter, includes the other two, and the singular includes the plural, and vice-versa, unless the context otherwise requires. 39 HDISROUNYCSROSA- MSWSection 14.13 Captions. The index hereof and the captions herein inserted are included only as a matter of convenience and for reference, and in no way define, limit, or describe the scope of this Declaration or the intent of any provision hereof. Section 14.14 Statutory References. References in this Declaration to any Legal Requirements, including without limitation any statutes, codes, zoning text, niles and regulations, shall be deemed to include references to any amendments, modifications, replacements or successors thereto in effect from time to time. Section 14.15 No Third Party Beneficiary. In no event shall any Person (other than an Owner, the Association, a Mortgage, the Conservancy or Declarant and their respective successors and assigns), including members of the general public, be deemed a beneficiary of any rights or obligations set forth herein, or have the right to enforce any of the obligations set forth herein, except that relevant utility companies may reasonably enforce the rights of access granted under Section 10.3 as necessary to continue appropriate utility connections and/or service. Section 14.16 Dispute Resolution, (@) Except as may otherwise be expressly provided in this Declaration, any dispute, controversy or claim between or among any one or more of Declarant, the Owners, the Conservancy and/or the Association arising out of or conceming this Declaration (each, for purposes of this Section, an “Arbitrable Claim”), shall be determined and resolved by arbitration (and not by litigation) conducted in the City of New York in accordance with the terms of this Section 14.16 (cach such proceeding, an “Arbitration”), Nothing in this Article or elsewhere in this Declaration shall (unless otherwise expressly provided) require Arbitration of any dispute between: (a) the Association on the one hand and any third-parties (including, without limitation, mortgages, Occupants, insurers and managing agents) on the other or (b) any Owner on the one hand and any such third parties on the other. (6) Prior and as a condition to the commencement of an Arbitration with respect to any Arbitrable Claim relating to a payment of a monetary obligation to the Association (or from the Association to the Conservancy), such Person commencing the Arbitration shall be required to submit such payment to the Association (or in accordance with the terms of Section 4.4(d) as to a dispute regarding the Conservancy Budget), which payment may be adjusted as directed by the Arbitrator as set forth herein, (©) The following provisions shall apply to any Arbitration of an Arbitrable Claim: (@ The arbitration shall be administered and conducted by a single arbitrator in the City of New York, mutually agreed to by the parties to the Arbitration (the “Arbitrator”) in accordance with the rules of the American Arbitration Association; provided that if the parties fail to agree on an Arbitrator within fifteen (15) days after written notice of a dispute (which, pursuant to the terms of this Declaration, is an Arbitrable Claim) is given to all parties to such Arbitration (an “Arbitration Notice”), then any party may request the office of the 40 D199 4NYCSROSA-MSWAmerican Arbitration Association located in New York, New York to designate an arbitrator. Such Arbitrator shall have a minimum of ten (10) years of experience in the subject area of the Arbitrable Claim, who is impartial and has no existing or historical personal professional relationship with any Person involved in the Arbitration. As soon as reasonably practicable after the fifth (5*) anniversary of the date of appointment and each succeeding fifth (5") anniversary thereafter and any death, incapacity, resignation or removal (by mutual agreement of the applicable parties) of the Arbitrator, the applicable parties (acting reasonably and in good faith) shall agree on a successor Arbitrator, who may or may not have previously served as the Arbitrator, through the procedures set forth, above. The fees and expenses of the Arbitrator in connection with the arbitration shall be borne equally by the parties to such Arbitration. Gi) Within fifteen (15) Business Days after the later of (x) delivery of the Arbitration Notice and (y) appointment of the Arbitrator, each of the parties to such Arbitration shall submit to the Arbitrator a single proposed settlement of the dispute (which settlement shall not be inconsistent with this Declaration), together with such written explanation or evidence relating thereto as the submitting party deems appropriate. After making its submission, a party may not make any additions to or deletions from, or otherwise change, the same. If any party fails to make a submission within such fifteen (15) Business Day period, TIME BEING OF THE ESSENCE WITH RESPECT THERETO, such party shall be deemed to have irrevocably waived its right to make any submission, Within five (5) Business Days after the earlier of (x) the receipt by the Arbitrator of submissions from each of the parties to such arbitration in accordance with clause (ii) of this Section 14.16(c) or (y) the end of the fifteen (15) Business Day period described in such clause, the Arbitrator shall select the settlement proposed in one of such submissions, in its entirety and without any modification thereto, and shall render a determination to such effect in a signed and acknowledged written instrument, originals of which shall be sent simultaneously to the parties to such Arbitration and, if the determination affects the payment of funds to the Conservancy, the Conservancy and Declarant, Such determination shall be conclusive, final and binding on such parties, shall constitute an “award” by the Arbitrator for the purposes of applicable Legal Requirements, and judgment may be entered thereon in any court of competent jurisdiction, (iv) It is expressly understood and agreed that the pendency of a dispute hereunder shall at no time and in no respect constitute @ basis for any Person not to comply, or otherwise fully perform in accordance with, this Declaration. (*) If any party to an Arbitration as set forth above protests the determination of the Arbitrator, such party may commence a lawsuit in the New York Supreme Court for New York County under Article 75 or Article 78 of the New York Civil Practice Law and Rules, as applicable, it being understood that 41 HOI O4NYCSROSA -MSWee the review of the court shall be limited to the question of whether or not the Arbitrator’s determination is arbitrary, capricious or without a rational basis. No evidence or information about the matter in dispute shall be introduced or relied upon in any such actions or proceedings that has not been submitted to the Arbitrator in accordance with this Section 14.16(c) Section 14.17 Certain References, (@) The terms “herein,” “hereof” or “hereunder,” or similar terms used in this Declaration, refer to this entire Declaration and not to the particular provision in which the terms are used, unless the context otherwise requires. When used in this Declaration the terms “now”, the “date hereof” or the “date of this Declaration” shall mean the date on which this Declaration is filed in the City Register’s Office. The term “hereafter” when used in this Declaration shall ‘mean after the date on which this Declaration is filed in the City Register’s Office. (b) Whenever in this Declaration the term “including” is used, it shall be deemed to mean “including without limitation.” (© _ Whenever this Declaration provides that any Person subject to this Declaration is permitted to perform any act or exercise any rights under the Declaration, such Person may authorize other Persons to do so, unless otherwise prohibited by applicable Legal Requirements or the provisions of this Declaration, Whenever this Declaration refers to any act performed by, or exercise of rights by, any Person subject to this Declaration, such reference shall include any acts performed by, or rights exercised by, any such other Person so authorized by such Person. Section 14.18 Rights of Occupants. Nothing contained herein is intended or shall be deemed to give any Occupant any greater rights than such Occupant is given under its lease, license or other occupancy agreement with the Owner of the premises leased, subleased, licensed or otherwise occupied by such Occupant. Section 14.19 Deemed Consent. Unless otherwise specified herein, whenever the consent or approval of an Owner is requested by the Association under any provision of this Declaration and such provision requires such Owner to not unreasonably withhold its consent or approval, if no comment or response has been received from such Owner with respect to such request for consent or approval within the time specified in this Declaration (or, if no time is specified, within twenty (20) days after receipt of such request), such approval or consent shall be deemed given if not given or denied or conditioned within ten (10) Business Days following such Owner’s receipt of a second request therefor accompanied by a copy of the initial request and stating in bold print: “THIS IS A SECOND AND FINAL REQUEST FOR YOUR [CONSENT TO] [APPROVAL OF] THE ENCLOSED REQUEST WHICH WAS DELIVERED TO YOU IN CONNECTION WITH THAT CERTAIN DECLARATION ESTABLISHING THE PACIFIC PARK OWNERS ASSOCIATION. YOUR FAILURE TO RESPOND WITHIN TEN (10) BUSINESS DAYS FROM THE DATE HEREOF SHALL BE DEEMED TO CONSTITUTE YOUR [CONSENT TO] [APPROVAL OF] SAME.” Whenever the consent or approval of Declarant is requested by the Association under this Declaration, if no comment or response has been received from Declarant with respect to such request for consent or approval 42 SHBI99OENYCSROSA-MISWwithin the time specified in this Declaration (or, if no time is specified, within twenty (20) days after receipt of such request), such approval or consent shall be deemed given if not given or denied or conditioned within ten (10) Business Days following Declarant’s receipt of a second request therefor accompanied by a copy of the initial request and stating in bold print: “THIS IS ‘A SECOND AND FINAL REQUEST FOR YOUR [CONSENT TO] [APPROVAL OF] THE ENCLOSED REQUEST WHICH WAS DELIVERED TO YOU IN CONNECTION WITH THAT CERTAIN DECLARATION ESTABLISHING THE PACIFIC PARK OWNERS ASSOCIATION. YOUR FAILURE TO RESPOND WITHIN TEN (10) BUSINESS DAYS FROM THE DATE HEREOF SHALL BE DEEMED TO CONSTITUTE YOUR [CONSENT TO] [APPROVAL OF] SAME.” Section 14.20 Consents Generally. Any consent or approval required of an Owner, the Association, Declarant or the Conservancy in any provision of this Declaration may be withheld in such Person’s sole and absolute discretion, unless the provision requiring such consent or approval specifically states that such Person shall not withhold such consent or approval unreasonably. Whenever a Person’s consent or approval is required under the Declaration to not be “unreasonably withheld,” such provision shall be deemed to mean that the consent or approval shall not be “unreasonably withheld, conditioned or delayed”. If any dispute shall arise as to whether a Person is acting reasonably, such dispute shall be resolved in accordance with Section 14.16. Section 14.21 Recognition; Non-Disturbance. At the request of any Owner made from time to time, the Association shall, at the sole cost and expense of the requesting Owner, execute and deliver in favor of any Occupant leasing all or any part of the retail space at a Building Premises (pursuant to a bona fide arms-length lease of space in excess of 20,000 rentable square feet), a Non-Disturbance Agreement, provided, however, the Board shall not be required to deliver same to any Occupant if, under the terms of the lease by which such Occupant leases such Building Premises or portion thereof, the requesting Owner is not required to obtain a non-disturbance agreement from the lender holding the mortgage(s) encumbering the applicable Building Premises in which the applicable leased area to which the lease relates is contained. The term “Non-Disturbance Agreement” means the standard form of non-disturbance and attornment agreement as shall be then employed by the Association, as the Board shall approve from time to time. Section 14.22 Inconsistencies/Conflicts. In the event of any conflict or inconsistencies between the provisions of this Declaration and any condominium declarations recorded against a Building Premises or any easement recorded against any portion of the Development Sites, the terms of this Declaration shall prevail [SIGNATURE PAGE FOLLOWS] 8 {SH9199 6 NYCSROSA-MSWareas IN WITNESS WHEREOF, Declarant has caused this Declaration to be executed as the date first written above. ‘NEW YORK STATE URBAN DEVELOPMENT CORPORATION (d/b/a Empire State i Development) obey. Fi AY, beget S Genel wat | STATE OF NEW YORK 88. county or HW, Jat ot} On tne y ot Morbo ot Mhiornbet ot in the year 2016 before me, the undersigned, a Notary Public in and for said state, personally appeared pho’ Zig. 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 executed the same in his capacity, and that by his signature on the instrument, the individual, or the person upon bebalf of which the individual acted, executed the | instrument. Notary Puyfic SF nena Bone Sa Eee, 2 [Signature page to Declaration]SBSI9ENYCSRESA MSW EXHIBIT A Legal Descriptions of Development Sites See AttachedBlock 1118, portion of Lot 1 All that certain plot, piece or parcel of land, together with the buildings and improvements now or hereafter located thereon, situate, lying and being in the Borough of Brooklyn, County of Kings, City and State of New York, lying at and above a horizontal plane drawn at elevation 198,7 feet (and with no upper limiting horizontal plane), bounded and described as follows: BEGINNING at the comer formed by the intersection of the easterly side of Flatbush Avenue (100 feet wide) with the southerly side of Atlantic Avenue (120 feet wide), RUNNING THENCE easterly along the southerly side of Atlantic Avenue, a distance of 265.35 feet to a point, said southerly side of Atlantic Avenue forming an interior angle of 33 degrees 58 ‘minutes 00 seconds with the easterly side of Flatbush Avenue; RUNNING THENCE easterly along the southerly side of Atlantic Avenue, a distance of 150.00 feet to a point, said line forming an interior angle of 191 degrees 42 minutes 22 seconds with the last-mentioned course, RUNNING THENCE southwesterly, a distance of 291.45 feet to a point on the easterly side of Flatbush Avenue, said line forming an interior angle of 73 degrees 03 minutes 45 seconds with the southerly side of Atlantic Avenue; RUNNING THENCE northwesterly along the easterly side of Flatbush Avenue, a distance of 465.00 feet to the point or place of BEGINNING, said easterly side of Flatbush Avenue forming an interior angle of 61 degrees 15 minutes 53 seconds with the last-mentioned course; ‘TOGETHER WITH the benefits of the easements set forth, defined and limited in that certain Declaration dated as of March 4, 2010, made by New York State Urban Development Corporation d/b/a Empire State Development Corporation and recorded in the Office of the New York City Register on March 12, 2010, under CREN 2010000085735 in favor of the Parcel B-1 Occupant (as such term is defined in said Declaration). Elevations used herein are actual and refer to the datum used by the Borough President of Brooklyn = Highways, which is 2.560 feet above the U.S.C. & G. Survey Mean Sea Level at Sandy Hook, New Jetsey (1929) (NGVD29). ‘The above-described land being (a) portions of Tax Lots 1, 5, 6, 21, 22, 23, 24, 25 and 27 in Tax Block 1118, as shown on the Tax Map of the City of New York for the Borough of Brooklyn, Kings County, New York, as said Tax Map existed on November 17, 2009, (b) a portion of Tax Lots 1 and 64 in Tax Block 1119, as shown on the Tax Map of the City of New York for the ‘Borough of Brooklyn, Kings County, New York, as said Tax Map existed on November 17, 2009, and (¢) portions of 5* Avenue and Pacific Street, as shown on the Tax Map of the City of New York for the Borough of Brooklyn, Kings County, New York, as said Tax Map existed on November 17, 2009. Containing 55,379.32 feet or 1.2713 acres.Block 1118, Lot 2 Parcel B.2 All that certain plot, piece or parcel of land, situate, lying and being in the Borough of Brooklyn, County of Kings, City and State of New York, bounded and described es follows: BEGINNING at the corer formed by the intersection of the easterly side of Flatbush Avenue (100 feet wide) with the northerly side of Dean Street (70 feet wide); RUNNING THENCE northwesterly along the easterly side of Flatbush Avenue, a distance of 97,42 feet, said easterly side of Flatbush Avenue forming an interior angie of 134 degrees 19 minutes 38 seconds with the northerly side of Dean Street; RUNNING THENCE easterly, a distance of 197.07 feet to a point, said line forming an interior angle of 45 degrees 40 minutes 22 seconds with the easterly side of Flatbush Avenue; RUNNING THENCE southerly, a distance of 69.69 feel to & point of the northerly side of Dean Street, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the last- mentioned course; RUNNING THENCE westerly along the northerly side of Dean Street, a distance of 129.00 feet to the point or place of BEGINNING, said northerly side of Dean Street forming an interior angle of 90 degrees 00. minutes 00 seconds with the last-mentioned course. ‘The above-described Parcel B-2 contains 11,361.90 square feet or 0.2608 acre. ‘The above-described Parcel B-2 being Tox Lot 2 in Tax Block 1118, as shown on the Tax Map of the City of New York for the Borough of Brooklyn, Kings County, New York, as said Tax Map existed on December 3, 2012 (formerly known as portions of Tax Lots 1, $4, 55 and 56 in Tax Block 1127, as shown on the Tax Map of the City of New York for the Borough of Brooklyn, Kings County, New. York, as seid Tax Map existed on November 17, 2009).Block 1118, Lot 3 Alll that certain plot, piece or parcel of land, situate, lying and being in the Borough of Brooklyn, County of Kings, City and State of New York, bounded and described as follows; BEGINNING at the comer formed by the intersection of the westerly side of Sixth (6th ) Avenue (70 feet wide) with the northerly side of Dean Street (70 feet wide), RUNNING THENCE westerly along the northerly side of Dean Street, a distance of 88,40 feet to a point, said northerly side of Dean Street forming an interior angle of 90 degrees 00 minutes 00 seconds with the westerly side of Sixth (6th ) Avenue; RUNNING THENCE northerly, a distance of 40.00 feet to a point, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the northerly side of Dean Street; RUNNING THENCE northwesterly, a distance of 25.30 feet to a point, said line forming an interior angle of 242 degrees 14 minutes 28 seconds with the last-mentioned course; RUNNING THENCE northerly, a distance of 147.48 feet to a point, said line forming an interior angle of 117 degrees 45 minutes 32 seconds with the last-mentioned course; RUNNING THENCE northeasterly on a curve bearing to the left, having a radius of 307.43 feet and a central angle of 03 degrees 01 minutes 07.4 seconds, an ate distance of 16.20 feet to a point, the radial line of said curve forming an angle of 105 degrees 08 minutes 47 seconds on its southerly side with the last-mentioned course; RUNNING THENCE easterly, a distance of 106.97 feet to a point on the westerly side of Sixth (6th) Avenue, said line forming an angle of 167 degrees 52 minutes 20 seconds with the northerly side of the radial line of the last-mentioned course; RUNNING THENCE southerly along the westerly side of Sixth (6th) Avenue, a distance of 215.00 feet to the place and point of BEGINNING, said westerly side of Sixth (6th) Avenue forming an interior angle of 90 degrees 00 minutes 00 seconds with the last mentioned course. The above-described B-3 Parcel contains 22,761.38 square feet or 0.5225 acre. The above-described parcel being Tax Lots 43, 45 and 46 and portions of Tax Lots 47, 48 and 1001-1027 in Tax Block 1127, as shown on the Tax Map of the City of New York for the Borough of Brooklyn, Kings County, New York, as said Tax Map existed on November 17, 2009.pope Block 1118, Lot 4 All that certain plot, pieve or parcel of land, situate, lying and being in the Borough of Brooklyn, County of Kings, City and State of New York, bounded and described as follows: BEGINNING at the comer formed by the intersection of the westerly side of Sixth (6") Avenue (70 fect wide) with the southerly side of Atlantic Avenue (120 feet wide); RUNNING THENCE southerly along the westerly side of Sixth (6") Avenue, a distance of 200.00 feet to a point, said westerly side of Sixth (6") Avenue forming an interior angle of 90 degrees 00 minutes 00 seconds with the southerly side of Atlantic Avenue; RUNNING THENCE westerly, a distance of 100.49 feet to a point, said line forming an interior angle of 89 degrees 58 minutes 44 seconds with the westerly side of Sixth (6") Avenue; RUNNING THENCE northwesterly on a curve bearing to the left, having a radius of 307.43 feet and a central angle of 41 degrees 08 minutes 30.7 seconds, an are distance of 220.75 feet to a point on the southerly side of Atlantic Avenue, the radial line of said curve forming an angle of 178 degrees 18 minutes 22 seconds on its southerly side with the last-mentioned course; RUNNING THENCE easterly along the southerly side of Atlantic Avenue, a distance of 182.27 feet to the point or place of BEGINNING, said southerly side of Atlantic Avenue forming an angle of 42 degrees 48 minutes 52 seconds with the northerly side of the radial line of the last-mentioned course; EXCEPTING THEREFROM all that certain plot, piece or parcel of land, situate, lying and being in the Borough of Brooklyn, County of Kings, City and State of New York, lying at and above a horizontal plane drawn at elevation 31.00 feet and lying at and below a horizontal plane drawn at elevation 46.50 fet, bounded and described as follows (the “MTA-LIRR Drill Track Fee Pareel”): BEGINNING at a point on the westerly side of Sixth Avenue (70 feet wide), said point being distant 8.3 feet southerly from the comer formed by the intersection of the southerly side of Atlantic Avenue (120 feet wide) with the westerly side of Sixth Avenue; RUNNING THENCE southerly along the westerly side of Sixth Avenue, a distance of 19.00 feet to a point, said line forming an angle of 90 degrees 00 minutes 00 seconds with the last course of this parcel; RUNNING THENCE westerly through the Arena Block, a distance of 15.00 feet to a point, said Jine forming an interior angle of 90 degrees 00 minutes 00 seconds with the last-mentioned course; RUNNING THENCE northerly through the Arena Block, a distance of 19.00 feet to a point, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the last-mentioned course;RUNNING THENCE easterly through the Arena Block, a distance of 15.00 feet to the point or place of BEGINNING, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the last-mentioned course. Elevations used herein are actual and refer to the datum used by the Borough President of Brooklyn = Highways, which is 2.560 feet above the U.S.C. & G. Survey Mean Sea Level at Sandy Hook, New Jersey (1929) (NGVD29). ‘The above-described Parcel B-4 being a portion of Tax Lot 7 in Tax Block 1119, as shown on the ‘Tax Map of the City of New York for the Borough of Brooklyn, Kings County, New York, as said ‘Tax Map existed on November 17, 2009. The above-described Parcel B-4 contains 25,431.30 square feet or 5338 acre. ‘The above-described MTA-LIRR Drill Track Fee Parcel contains 4417.5 cubic feet.Block 1128, Lot 1 PARCEL A ALL that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in the Borough of Brooklyn, County of Kings, City and State of New York, bounded and described as follows: BEGINNING at a point on the easterly side of Sixth Avenue, distant 60 feet northerly from the comer formed by the intersection of the northerly side of Dean Street with the easterly side of Sixth Avenue; RUNNING THENCE northerly along the easterly side of Sixth Avenue, 20 feet; ‘THENCE easterly in a line parallel with Dean Street, 40 feet; ‘THENCE southerly in a line parallel with Sixth Avenue, 25 feet to a point in a line drawn at right angles to Dean Street, and distant 55 feet northerly there from; ‘THENCE westerly in a line parallel to Dean Street, 20 feet; ‘THENCE northerly in a line parallel to Sixth Avenue, 5 feet; THENCE westerly in a line parallel to Dean Street, 20 feet to the point or place of BEGINNING. PARCEL B ALL that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in the Borough of Brooklyn, County of Kings, City and State of New York, ‘bounded and described as follows BEGINNING at a point on the easterly side of Sixth Avenue, distant 80 feet northerly from the comer formed by the intersection of the northerly side of Dean Street with the easterly side of Sixth Avenue; RUNNING THENCE northerly along the easterly side of Sixth Avenue 51 feet 10-1/2", to the center line of the former Brooklyn and Flatbush Turnpike; ‘THENCE easterly along said center line of said former Brooklyn and Flatbush Turnpike, 47 feet 4-1/2 inches to a point distant 40 feet east of Sixth Avenue in a line drawn at right angles thereto; THENCE southerly in a line parallel to 6% Avenue, 26 feet 6 inches to a point in a line drawn at right angles to Dean Street, and distant 80 feet northerly therefrom; ‘THENCE westerly in a line parallel to Dean Street, 40 feet to the point or place of BEGINNING.PARCEL, ALL that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in Borough of Brooklyn, County of Kings, City and State of New York, ‘bounded and described as follows: BEGINNING at a point on the northerly side of Dean Street, distant 20 feet easterly from the northeasterly comer of Dean Street and 6” Avenue; RUNNING THENCE northerly parallel with 6 Avenue, 55 feet; THENCE easterly parallel with Dean Street, 20 feet; ‘THENCE southerly parallel with 6" Avenue, 55 feet to Dean Street; ‘THENCE westerly along Dean Street, 20 feet to the point or place of BEGINNING. PARCEL D Al that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in the Borough of Brooklyn, County of Kings, City and State of New York, bounded and described as follows: BEGINNING at the comer formed by the intersection of the northerly side of Dean Street with the easterly side of Sixth Avenue; RUNNING THENCE northerly along the easterly side of Sixth Avenue, 60 feet; ‘THENCE easterly in a line parallel with Dean Street, 20 feet; THENCE southerly in a line parallel with the Sixth Avenue, 60 feet to the northerly side of Dean Street; ‘THENCE westerly along the northerly side of Dean Street, 20 feet to the point or place of BEGINNING. 4k 1128, Lot 4: ALL that certain plot, piece or parcel of land, situate, lying and being in the Borough of Brooklyn, County of Kings, City and State of New York, bounded and described as follows: BEGINNING at the southeasterly comer of Pacific Street and 6" Avenue; RUNNING THENCE southerly along the easterly side of 6 Avenue, 88 feet 1-1/2 inches to the center line of Old Flatbush Turnpike; THENCE southeasterly along the said center line of Old Flatbush Tumpike, 113 feet 1-1/2 inches,eee ‘THENCE northeasterly at right angles to the center of said Old Flatbush Tumpike, 32 feet 11 I inches to the northeasterly side of Old Flatbush Turnpike; THENCE northwesterly along the northeasterly side of Old Flatbush Turnpike, 27 feet 4-1/2 inches to a line drawn at right angles to the southerly side of Pacific Street at a point therein distant i 90 feet easterly from the easterly side of 6° Avenue, measure along the southerly side of Pacific | Street; ‘THENCE northerly at right angles to Pacific Street, 106 feet 4 inches to the southerly side of Pacific Street; ‘THENCE westerly along the southerly side of Pacific Street, 90 feet to the point or place of BEGINNING. Block 1128, Lot 85: ALL that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in the Borough of Brooklyn, County of Kings, City and State of New York, designated on a map of Pearsall Farm drawn by J.C. Wells and dated April 1839 and filed in the Kings County Register’s Office as patts of Lots 60 and 61, bounded and described as follows: BEGINNING at a point on the northerly side of Dean Street, distant 80 feet easterly from the northeasterly comer of Dean Street and Pearsall Street (now 6" Avenue); RUNNING THENCE easterly along the northerly side of Dean Street, 20 feet to Tax Lot 84 (Map Lot 62); THENCE northerly along the westerly side of Tax Lot 84 (Map Lot 62) and parallel with 6" Avenue, 68 feet 5 inches; ‘THENCE northwesterly, 23 feet 8-1/4 inches; ‘THENCE southerly parallel with 6% Avenue, 81 feet 1-1/2 inches to the point or place of BEGINNING. Blo 1128, Lot 8 ALL that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in the Borough of Brooklyn, County of Kings, City and State of New York, being bounded and described as follows: BEGINNING at a point on the northerly side of Dean Street, distant 60 feet easterly from the comer formed by the intersection of the northerly side of Dean Street with the easterly side of 6" Avenue; RUNNING THENCE easterly along the northerly side of Dean Street, 20 feet;eee ‘THENCE northerly parallel with the easterly side of 6" Avenue 81 feet 1 % inches; ‘THENCE northwesterly 23 feet 8 % inches to a point distance 93 feet 4 inches north of Dean Street ina line drawn parallel with 6 Avenue; ‘THENCE southerly parallel with the easterly side of 6 Avenue 93 feet 10 inches to the northerly side of Dean Street to the point or place of BEGINNING. lock 1128, Lot 8: ALL that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in the Borough of Brooklyn, County of Kings, City and State of New York, being bounded and described as follows’ BEGINNING at a point on the northerly side of Dean Street, distant 40 feet easterly from the comer formed by the intersection of the northerly side of Dean Street with the easterly side of 6 Avenue; RUNNING THENCE easterly along the northerly side of Dean Street, a distance of 20 feet; THENCE northerly on a tine drawn parallel with the easterly side of 6 Avenue, 93 feet 10 inches more or less to the center of a former road known as Old Flatbush Road; ‘THENCE northwesterly along the center line of said old Flatbush road, 23 feet 8 %" inches more or less to a point thereon where said center line would be intersected by a line drawn parallel with 6" Avenue northerly from the point or place of beginning: ‘THENCE southerly along said last mentioned line, parallel with 6 Avenue, 106 feet 6 inches to the point of BEGINNING.Block 1129, Lot 1: ALL that certain plot, piece or parcel of land, situate, lying and being in the Borough of Brooklyn, County of Kings, City and State of New York, bounded and described as follows: BEGINNING at the comer formed by the intersection of the northerly side of Dean Street (70 feet wide) with the easterly side of Carlton Avenue (70 feet wide); RUNNING THENCE northerly along the easterly side of Carlton Avenue and partially through a portion of the bed of former Pacific Street, a distance of 255.00 feet to a point, said easterly side of Carlton Avenue forming an interior angle of 90 degrees 00 minutes 00 seconds with the northerly side of Dean Street; RUNNING THENCE easterly through the bed of former Pacific Street, a distance of 182.00 feet to a point, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the easterly side of Carlton Avenue; RUNNING THENCE southerly and partially through a portion of the bed of former Pacific Street, adistance of 255.00 feet to a point on the northerly side of Dean Street, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the last-mentioned course; RUNNING THENCE westerly along the northerly side of Dean Street, a distance of 182.00 feet to the place and point of BEGINNING, said line forming an interior angle of 90 degrees 00 minutes (00 seconds with the last-mentioned course. ‘The above-described parcel being Tax Lots 1, 3, 4,5, 6, and portions of Tax Lots 13 and 81 in Tax Block 1129 and a portion of the southerly half of former Pacific Street between Carlton and ‘Vanderbilt Avenues, as all are shown on the Tax Map of the City of New York for the Borough of Brooklyn, Kings County, New York, as said Tax Map existed on December 4, 2014, Containing 46,410 square feet or 1.0654 acres.Block 1129, Lot 0: ALL that certain plot, piece or pareet of land, situate, lying and being in the Borough of Brooklyn, County of Kings, City and State of New York, bounded and described as follows: BEGINNING at a point on the northerly side of Dean Street (70 feet wide), said point being 182.00 feet distant easterly from the comer formed by the intersection of the northerly side of Dean Street with the easterly side of Carlton Avenue (70 feet wide); RUNNING THENCE northerly partially through a portion of the bed of former Pacifie Street, a distance of 255.00 feet to a point, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the northerly side of Dean Street; RUNNING THENCE easterly through the bed of former Pacific Street, a distance of 245.00 feet to a point, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the last- mentioned course; RUNNING THENCE southerly and partially through a portion of the bed of former Pacific Street, a distance of 255,00 feet to a point on northerly side of Dean Street, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the last-mentioned course; RUNNING THENCE westerly along the northerly side of Dean Street, a distance of 245.00 feet to the place and point of BEGINNING, said northerly side of Dean Street forming an interior angle of 90 degrees 00 mimutes 00 seconds with the last-mentioned course. The above-described parcel being Tax Lots 21, 76, and portions of Tax Lots 13, 25, and 81 in Tax Block 1129 and a portion of the southerly half of former Pacific Street between Carlton and Vanderbilt Avenues, as all are shown on the Tax Map of the City of New York for the Borough of Brooklyn, Kings County, New York, as said Tax Map existed on December 4, 2014, Containing 62,475 square feet or 1.4342 acBlock 1129, Lot 100: ALL that certain plot, piece or parcel of land, together with the improvements now or hereafter located thereon, situate, lying and being in the Borough of Brooklyn, County of Kings, City and State of New York, bounded and deseribed as follows: BEGINNING at a point on the northerly side of Dean Street (70 feet wide), said point being distant 186.00 feet westerly from the comer formed by the intersection of the northerly side of Dean Street with the westerly side of Vanderbilt Avenue (100 feet wide); RUNNING THENCE westerly along the northerly side of Dean Street, a distance of 212.00 feet, to a point, said northerly side of Dean Street forming an interior angle of 90 degrees 00 minutes 00 seconds with the last course of this parcel; RUNNING THENCE northerly through tax Block 1129 and partially through a portion of the bed of former Pacific Street, discontinued and closed per Vesting Order #32741/09, a distance of 255.00 feet to a point, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the northerly side of Dean Street; RUNNING THENCE easterly through the bed of former Pacific Street, discontinued and closed per Vesting Order #3274 1/09, a distance of 212.00 feet to a point, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the last-mentioned course; RUNNING THENCE southerly through tax Block 1129 and partially through a portion of the bbed of former Pacific Street, discontinued and closed per Vesting Order #32741/09, and along a line forming an interior angle of 90 degrees 00 minutes 00 seconds with the last mentioned course, a distance of 255,00 feet to the place and point of BEGINNIN‘ ‘The above-described land being Lot 62 and parts of Lots 25, 39 and 54 in Tax Block 1129, and a portion of the southerly half of Pacific Street between Carlton and Vanderbilt Avenues, as all are shown on the Tax Map of the City of New York for the Borough of Brooklyn, Kings County, ‘New York, as said Tax Map existed on February 17, 2011. Containing 54,060 square feet or 1.2410 acres.Block 1129, Lot 150: All that certain plot, piece or parcel of land, situate, lying and being in the Borough of Brooklyn, County of Kings, City and State of New York, known and designated as Tax Lot 150 in Tax Block 1129 on the Tax Map of the City of New York for the Borough of Brooklyn, as said Tax Map existed on October 6, 2016, and being bounded and described as follows: BEGINNING at a point on the northerly side of Dean Street (70 feet wide), said point being 168,59 feet distant westerly from the comer formed by the intersection of the northerly side of Dean Street with the westerly side of Vanderbilt Avenue (100 feet wide); RUNNING THENCE westerly along the northerly line of Dean Street, a distance of 17.41 feet to a point being the south-west comer of Tax Lot 150 in Tax Block 1129; RUNNING THENCE northerly along the westerly line of Tax Lot 150, a distance of 255.00 feet to a point being the north-west comer of Tax Lot 150, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the northerly side of Dean Street; RUNNING THENCE easterly along the northerly line of Tax Lot 150, a distance of 7.51 feet to ‘point, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the last- mentioned course; RUNNING THENCE the following five (5) courses through Tax Block 1129, 1. Southerly along a line, a distance of 109,09 feet to a point, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the last-mentioned course; 2. Basterly along a line, a distance of 86.29 feet to a point, said line forming an interior angle of 270 degrees 00 mimutes 00 seconds with the last-mentioned course; 3. Southerly along a line, a distance of 61.24 feet to a point, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the last-mentioned course; 4, Westerly along a line, a distance of 76.40 feet to a point, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the last-mentioned course; 5. Southerly along a line, a distance of 84.67 feet to the place and point of BEGINNING, said line forming an interior angle of 270 degrees 00 minutes 00 seconds with the last- ‘mentioned course. EXCEPTING THEREFROM all that certain plot, piece or parcel of land, situate, lying and being in the Borough of Brooklyn, County of Kings, City and State of New York, being 8.31 feet in width and 61.24 feet in length, lying below an upper limiting horizontal plane drawn at a ‘NAVD88 elevation of 79.45 feet and having no lower limiting horizontal plane, bounded and described as follows: COMMENCING et the comer formed by the intersection of the northerly side of Dean Street (70 feet wide) with the westerly side of Vanderbilt Avenue (100 feet wide);RUNNING THENCE westerly along the northerly line of Dean Street, a distance of 168.59 feet toa point; RUNNING THENCE the following two (2) courses through ‘Tax Block 1129, 1, Northerly along a line, a distance of $4,67 feet to a point, said line forming an angle on its easterly side of 90 degrees 00 minutes 00 seconds with the northerly side of Dean Street; 2. Easterly along a line, a distance of 68.09 feet to the place and point of BEGINNING, said line forming an angle on its southerly side of 90 degrees 00 minutes 00 seconds with the last-mentioned course; RUNNING THENCE from said POINT OF BEGINNING the following four (4) courses through Tax Block 1129 in the Borough of Brooklyn as shown on the Tax Map of the City of New York for the Borough of Brooklyn, as said Tax Map existed on October 6, 2016: 1. Northerly along a line, a distance of 61,24 feet to a point, said line forming an angle on its westerly side of 90 degrees 00 minutes 00 seconds with the last-mentioned course; 2. Easterly along a line, a distance of 8.31 feet to a point, said line forming an interior angle ‘of 90 degrees 00 minutes 00 seconds with the last-mentioned course; 3. Southerly along a line, a distance of 61.24 feet to a point, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the last-mentioned course; 4, Westerly along a line, a distance of 8.31 feet to the place and point of BEGINNING, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the last- ‘mentioned course. ‘Note: Elevations are referenced to the North American Vertical Datum of 1988 which is 1.1 feet above the U.S.C&G.S. Datum of Mean Sea Level at Sandy Hook, New Jersey, established in 1929.Block 1129, Lot 200: Al that certain plot, piece or parcel of land, situate, lying and being in the Borough of Brooklyn, County of Kings, City and State of New York, known and designated as Tax Lot 200 in Tax Block 1129 on the Tax Map of the City of New York for the Borough of Brooklyn, as said Tax Map existed on October 6, 2016, and being bounded and described as follows: BEGINNING at the comer formed by the intersection of the northerly side of Dean Street (70 feet wide) with the westerly side of Vanderbilt Avenue (100 feet wide); RUNNING THENCE westerly along the northerly line of Dean Street, a distance of 168.59 feet to a point; RUNNING THENCE the following five (5) courses through Tax Block 1129: 1. Northerly along a line, a distance of 84.67 feet to a point, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the northerly side of Dean Street; 2. Easterly along a line, a distance of 76.40 feet to a point, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the last-mentioned course; 3. Northerly along a line, a distance of 61.24 feet to a point, said line forming an interior angle of 270 degrees 00 minutes 00 seconds with the last-mentioned course; 4, Westerly along a line, a distance of 86.29 feet to a point, said line forming an interior angle of 270 degrees 00 minutes 00 seconds with the last-mentioned course; 5. Northerly along a line, a distance of 109,09 feet to a point on the northerly line of Tax Lot 200, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the last-mentioned course; RUNNING THENCE easterly along a line, a distance of 178.49 feet to a point on the westerly side of Vanderbilt Avenue, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the last-mentioned course; RUNNING THENCE southerly along the westerly side of Vanderbilt Avenue, a distance of 255,00 feet to the place and point of BEGINNING, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the last-mentioned course, TOGETHER WITH all that certain plot, piece or parcel of land, situate, lying and being in the Borough of Brooklyn, County of Kings, City and State of New York, being 8.31 feet in width, and 61.24 feet in length, lying below an upper limiting horizontal plane drawn at a NAVD88 elevation of 79.45 feet and having no lower limiting horizontal plane, bounded and described as follows: COMMENCING at the comer formed by the intersection of the northerly side of Dean Street (70 feet wide) with the westerly side of Vanderbilt Avenue (100 feet wide); RUNNING THENCE westerly along the northerly line of Dean Street, a distance of 168.59 feet toa point;Se RUNNING THENCE the following two (2) courses through Tax Block 1129, 1. Northerly along a line, a distance of 84.67 feet to a point, said line forming an angle on its easterly side of 90 degrees 00 minutes 00 seconds with the northerly side of Dean Street; 2, Easterly along a line, a distance of 68.09 feet to the place and point of BEGINNING, said {ine forming an angle on its southerly side of 90 degrees 00 minutes 00 seconds with the last-mentioned course; RUNNING THENCE from said POINT OF BEGINNING the following four (4) courses through Tax Block 1129 in the Borough of Brooklyn as shown on the Tax Map of the City of New York for the Borough of Brooklyn, as said Tax Map existed on October 6, 2016: 1. Northerly along a line, a distance of 61.24 feet to a point, said line forming an angle on its westerly side of 90 degrees 00 minutes 00 seconds with the last-mentioned course; 2. Easterly along a line, a distance of 8,31 feet to a point, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the last-mentioned course; 3. Southerly along a line, a distance of 61.24 feet to a point, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the last-mentioned course; 4, Westerly along a line, a distance of 8.31 feet to the place and point of BEGINNING, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the last- ‘mentioned course. Note: Elevations are referenced to the North American Vertical Datum of 1988 which is 1.1 feet above the U.S.C&G.S. Datum of Mean Sea Level at Sandy Hook, New Jersey, established in 1929.EXHIBIT B Depiction of Development Sites and Open Space FIC PARK BROOKLYNSSUI2OU-NVCSRISA- MSW EXHIBIT C Certificate of Formation of the Association See Attachedee Delaware i The First State | I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF FORMATION OF “THE PACIFIC PARK OWNERS ASSOCIATION LLC”, FILED IN THIS OFFICE ON THE TWENTY- SECOND DAY OF NOVEMBER, A.D, 2016, AT 5:34 O'CLOCK P.M. 6225799 8100 SR# 20166761416 ‘You may very this cetfcate online at corpdeaware.go/sithver shtml ‘Authentication: 208387622 Date: 11-22-16ea Sie of Ddanae Seay of Ste Dison of Cera Daler ose PMID FILED saePaLuiaaen6 SR MHI» FleNenber 879 CERTIFICATE OF FORMATI OF THE PACIFIC PARK OWNERS ASSOCIATION LLC The undersigned, an authorized natural person, for the purpose of forming a limited liability company, under the provisions and subject to the requirements of the State of Delaware (particularly Chapter 18, Title 6 of the Delaware Code and the acts amendatory thereof and supplemental thereto, and known, identified, and referred to as the “Delaware Limited Liability Company Act”), hereby certifies that: 1. FIRST: — Thename of the limited liability company is ‘THE PACIFIC PARK OWNERS ASSOCIATION LLC 2, SECOND: The address of its registered office in the State of Delaware is Corporation Service Company, 2711 Centerville Road, Suite 400, City of Wilmington, County of New Castle and State of Delaware 19808. The name of its registered agent at such address is ‘The Corporation Service Company. IN WITNESS WHEREOF, the undersigned has executed this Certificate of Formation of THE PACIFIC PARK OWNERS ASSOCIATION LLC this 22nd day of November, 2016. Muoci, Authofized Person \WaepstCORPFORMALiniteslabiltycamp\Fomaton\Pacc Parker of featon-The Pie Prk Owes Assciton LLE toeEXHIBIT D Definitions ‘The terms defined in this Exhibit D shall, for all purposes of this Agreement, have the following meanings: “Access Conduct Standards” shall have the meaning ascribed thereto in Section 10.5. “Affordable Housing Units” shall mean residential rental units that are subject to income and rent restrictions contained in a New York City Housing Development Corporation, New York State Housing Finance Agency or New York City Department of Housing Preservation and Development regulatory agreement. “Agreement” shall have the meaning ascribed thereto in the preamble to this Agreement. “Allocation Methodology” shall have the meaning ascribed thereto in Section 6.1(a). “Allocation Schedule” shall have the meaning asi ‘bed thereto in Section 6.1(b). “Arbitrable Claim” shall have the meaning ascribed thereto in Section 14.16(a). “Arbitration” shall have the meaning ascribed thereto in Section 14.16(a). “Arbitration Notice” shall have the meaning ascribed thereto in Section 14.16(c\(). “Arbitrator” shall have the meaning ascribed thereto in Section 14.16(c\i). “Arena” shall have the meaning ascribed thereto in the recitals to this Agreement, “Association” shall have the meaning ascribed thereto in the recitals to this Agreement. “Association Charges” shall mean the aggregate amount of money necessary to be contributed by the Members to the Association to fund the Association Obligations, including without limitation, any Association Utility Assessments pursuant to Section 3.4 hereof and any ‘amounts required to fund the approved Conservaney Budget. “Association Default” shall have the meaning ascribed thereto in Section 8.1(e). “Association Funding Allocation” shall have the meaning ascribed thereto in Section “Association Indemnified Parties” shall have the meaning ascribed thereto in Section 121, “Association Lien” shall have the meaning ascribed thereto in Section 8.3. HSIO9OLNYCSRISA-MSW“Association Obligations” shall have the meaning ascribed thereto in Section 3.1. “Association Property Manager” shall have the meaning ascribed thereto in Section 8.10. “Association Reserve” shall have the meaning ascribed thereto in Section 5.2(a)(xii), “Association Self-Help Rights” shall have the meaning ascribed thereto i “Association Utility Assessments” shall have the meaning ascribed thereto in Section 3.4. “Board” shall have the meaning ascribed thereto in Section 5.1 “Budget” shall have the meaning ascribed thereto in Section 5.7(a) “Budget Committee” shall have the meaning ascribed thereto in Section 5.2(a\(v), “Building Premises” shall have the meaning ascribed thereto in the recitals to this Agreement. “Business Days” shall mean all days which are not a Saturday, Sunday or a day observed as a holiday by either the State of New York or the federal government. “Certificate” shall have the meaning ascribed thereto in the recitals to this Agreement. “City Register’s Office” shall have the meaning ascribed thereto in the recitals to this Agreement. “Condominium” shall have the meaning ascribed thereto in Section 1.6(a). “Condominium Act” shall have the meaning ascribed thereto in Section 1.6(a). “Condominium Board” shall have the meaning ascribed thereto in Section 1.6(a). “Condominium Formation Date” shall have the mea ig ascribed thereto in Section 1.6(a). “Conservancy” shalll have the meaning ascribed thereto in the recitals to this Agreement. “Conservancy Budget” shall have the meaning ascribed thereto in Section 4.4(a), “Conservancy Budget Shortfall” shall have the meaning ascribed thereto in Section “Conservancy Default” shall have the meaning ascribed thereto in Section 8.10. ED1990LYCSROSA-MSWtion “Conservancy Indemnification Claim” shall have the meaning ascribed thereto in 12.300). “Conservancy Obligations” shall have the meaning ascribed thereto in Section 4.1 “Declarant” shall have the meaning ascribed thereto in the preamble to this Agreement. “Declarant Deadline” shall have the meaning ascribed thereto in Section 4.4(e). “Declaration” shall have the meaning ascribed thereto in the preamble to this Agreement. “Design Guidetines” shall have the meaning ascribed thereto in Seetion 4.7. “Developer” shall have the meaning ascribed thereto in Section 3.4, “Development Agreement” shall have the meaning ascribed thereto in the recitals to this Agreement, “Development Leases” shall have the meaning ascribed thereto in the recitals to this Agreement. “Development Project” shall have the meaning ascribed thereto in the recitals to this Agreement. “Development Site(s)” shall have the meaning ascribed thereto in the recitals to this, ‘Agreement. “Development Tenant” shall have the meaning ascribed thereto in the recitals to this, Agreement, “EDC” shall have the meaning ascribed thereto in Section 2.3(b) “Emergency” means a circumstance that, in the reasonable judgment of the Conservancy or the Association, as applicable, constitutes an event or condition requiring immediate action (a) for protection of a Development Site or portion thereof from damage or destruction or other imminent danger, (b) for the protection of a Person’s right, title and interest in their portion of a Development Site, (¢) for the protection and maintenance of the integral operation and/or the structure of the Development Site (or portion thereof) in order to comply with Legal Requirements applicable to such Person, or (d) for the avoidance of a significant risk of personal injury or property damage to occupants, tenants or other persons (provided that no funds shall be expended with respect to the foregoing which are not required to accomplish the applicable immediate action). “Byent of Default” shall have the meaning ascribed thereto in Section 8.1. HOID9OLNYCSROSA-MSW“Final Open Space Criteria” shall have the meaning ascribed to such term in the Development Leases. “Foree Majeure” shall mean any condition beyond the reasonable control of the applicable Person, including, without limitation, an act of God, fire or other casualty, any unreasonable or unforeseen governmental restriction, regulation, control or other delay caused by any Governmental Authority, any strike, lockout or other general unavailability of labor, utilities, or materials, a military invasion by an enemy of the United States, any act of terrorism, a civil riot, materially adverse weather conditions, or any other similar event beyond the reasonable control of such Person. “Funding Votes” shall have the meaning ascribed thereto in Exhibit I. “Governmental Authority” shall mean any federal, state, and/or local or regional goverment or any department, subdivision, bureau, agency or office thereof, or any governmental, public or quasi-public authority, including the Metropolitan Transit Authority (in its capacity as a capacity as a Governmental Authority and not in its proprietary capacity), or any insurance rating or underwriting bureau, including the New York Board of Fire Underwriters or the New York Fire Insurance Rating Organization, or any other similar bodies performing the same or similar functions, now existing or hereafter created, having or asserting jurisdiction over the Development Sites or any portion thereof. “{mprovements” shall mean any structure or improvement s ituated on a Development Site. “Interim Areas” shall have the meaning ascribed thereto in the recitals to this Agreement. “{nterim Condition Open Space” shall have the meaning ascribed thereto in the recitals to this Agreement. “Interim Staging Areas” shall have the meaning ascribed thereto in the recitals to this Agreement. “Involuntary Rate” shall mean the Prime Rate plus five percent (5%) per annum, but in no event in excess of the maximum permissible interest rate then in effect in the State of New York. “Legal Requirements” shall mean any and all applicable present and future laws, rules, orders, ordinances, regulations, statutes, requirements, directives, permits, consents, certificates, approvals, environmental statutes, codes and executive orders of all Governmental Authorities now existing or hereafter created, of all their departments and bureaus, including the zoning regulations to the extent applicable, and of any applicable fire rating bureau or other body exercising similar functions affecting the Development Sites, or any portion thereof, or any street, avenue or sidewalk comprising a part or in front thereof or any vault in or under the same, “Legal Windows” shall have the meaning ascribed thereto in Section 10.2()). IDI ORYCSROSA MSWne “Lending Institution” means (A) any savings bank, a savings and loan association, a commercial bank or trust company (whether acting individually or in a fiduciary capacity), (B) an insurance company organized and existing under the laws of the United States or any state thereof, (C) a real estate investment trust, a trustee or issuer of collateralized mortgage obligations, a loan conduit or other similar investment entity which (i is regularly engaged in the business of providing debt financing and (ii) acts through an institutional trustee, (D) a religious, educational or eleemosynary institution, a federal, state, or municipal employee's welfare, benefit, pension or retirement fund, any governmental agency or entity insured by a governmental agency, a credit union, trust or endowment fund, (E) any brokerage or investment banking organization regularly engaged in the business of providing debt financing, or (F) any combination of the foregoing entities; provided that each of the above entities shall qualify as an Lending Institution only if it shall (a) be subject to the jurisdiction of the courts of the State of New York in any actions and (b) have a net worth, directly or indirectly, of not less than One ‘Hundred Million Dollars ($100,000,000.00) and net assets, directly or indirectly, of not less than ‘Two Hundred Fifty Million Dollars (250,000,000.00). “Lending Institution” shall also mean any institutional trustee, servicer or fiduciary for the holders of bonds, notes, commercial paper or other evidence of indebtedness as part of a securitization of rated single or multi-class securities secured by, or evidencing ownership interests in, such debt. “Memb ” shall have the meaning ascribed thereto in Section 1.4. “Majority Vote” shall mean a vote of the majority of the aggregate Voting Shares | allocated to existing Representatives and not a plurality of Representatives voting (ie. if there are seven Representatives, and four Representatives vote in favor of an action, but the Voting Shares of such four Representatives do not, when aggregated, constitute @ majority of Voting Shares of all seven Representatives, such shall not be a “Majority Vote”). “MGPP” shall have the meaning ascribed thereto in the recitals to this Agreement. I “Minimum Permanent Open Space Criteria” shall have the meaning ascribed to such term. in the Development Leases. “Mortgage” shall mean (a) any mortgage, deed of trust or similar instrument including, without limitation, any modification, amendment, spreader, consolidation or renewal thereof, which constitutes a lien on the fee interest in any Building Premises or portion thereof (as to a Mortgagor Unit Owner), and (b) any pledge of a direct or indirect equity interest in any Owner or ‘Mortgagor Unit Owner as security for a loan; provided. that such mortgage, deed of trust or other instrament or pledge is held by 2 Lending Institution (except for mortgages encumbering individual residential condominium units). “Mortgage” shall mean the holder of a Mortgage. “Mortgagee Notice” shall have the meaning ascribed thereto in Section 7.2(). IDB OLNYCSROSA - MSW“Mortgagor Unit Owner” shall mean any Unit Owner other than a Unit Owner of a for- sale residential condominium unit or of a parking garage unit. lew Member Notice” shall have the meaning ascribed thereto in Section 5.4(b\(). “Non-Disturbance Agreement” shall have the meaning ascribed thereto in Section 14.21 “Occupants” shall mean both (a) any Owner, if actually occupying such Owner’s Building Premises or any portion thereof, and (b) any Person lawfully occupying a Development Site (or any portion of a Development Site) pursuant to a lease, sublease or license granted by the applicable Owner. “Open Space” shall have the meaning ascribed thereto in the recitals to this Agreement. “Open Space Easement Agreement” shall mean each “Open Space Easement Agreement” to be executed and recorded by Declarant, the Conservancy and an Owner providing the Conservancy with rights to operate and maintain Open Space on a Building Premises within the Open Space Easement Premises, “Open Space Easement Premises” shall have the meaning ascribed thereto in each Open Space Easement Agreement. “Open Space Emergency” shall have the meaning ascribed thereto in Section 4.4(i). “Operating Standard” shall have the meaning ascribed thereto in Section 4,2. “Quer” shall have the meaning ascribed thereto in Section shall have the meaning ascribed thereto in $ “Owner Indemnified Parties” shall have the meaning ascribed thereto in Section 12.2. “Owners” shall have the meaning ascribed thereto in Section 1.4. “Paying Party” shall have the meaning ascribed thereto in Section 8.6 “Permanent Open Space” shall have the meaning ascribed thereto in the recitals to this Agreement. “Person” shall mean any natural person, partnership, corporation, trust, estate, fiduciary, ‘unincorporated association, syndicate, joint venture, organization, goverment or any department or agency thereof, or any other entity. “POA Maintenance Obligations” shall have the meaning ascribed to such term in the Utilities Agreement. SIS DENYCSROSA-MSW“Prime Rate” shall mean the prime or base rate announced as such from time to time by Citibank, N.A., of its successors, at its principal office. Any interest payable under this Declaration with reference to the Prime Rate shall be adjusted on @ daily basis, based upon the Prime Rate in effect at the time in question, and shall be calculated on the basis of a three hundred sixty (360) day year with twelve (12) months of thirty (30) days each. “Project Site” shall have the meaning ascribed thereto in the recitals to this Agreement. “Representative(s)” shall have the meaning ascribed thereto in Section 5.3. “Reserve” shall have the meaning ascribed thereto in Section 4.4(a)(iii). “Rules and Regulations” shall have the meaning ascribed thereto in Section 3,2. “Senior Mortgagee” shall have the meaning ascribed thereto in Section 7.2(c). “Special_Assessments” shall mean, collectively, any assessments levied by the Association against the Owners, to pay for an Emergency or pursuant to Section 3.4. Except as set forth in Section 3.4, Special Assessments shall be assessed to Owners in accordance with their respective Association Funding Allocations as set forth in the Allocation Schedule. “Transfer” shall have the meaning ascribed thereto in Section 1.5. “Unit Owner” shall have the meaning ascribed thereto in Section 1.6(a). ities Agreement” shall have the meaning ascribed thereto in Section 3 “Utilities Easement Area” shall have the meaning ascribed thereto in Section 3.4. “Voting Methodology” shall have the meaning ascribed thereto in Section 6.1(c) “Voting Schedule” shall have the meaning ascribed thereto in Section 6.1(4). “Voting Share” shall have the meaning ascribed thereto in Section 6.1(c). SH9199 04.NYCSROSA- MSWEXHIBIT E Projected Allocation Schedule Bullding (a) sites 2) BL (3) B2 (4) 83 {s) 84 (6) BS (7) 86 (8) 87 (9) 88 (10) 89 (11) 810 (12) B11 (13) 812 (14) 813 (15) B14 (16) 815 (17) "* This Projected Association Funding Allocation is for illustrative purposes only and projects the Allocation Methodology applied to all Building Premises (other than the Arena) that comprise the Development Project with the assumption that all such Building Premises are built to the maximum square footage above grade permitted by the MGPP with no discount factor applied to square footage attributed to Affordable Housing Units. ‘SHS199 DE NYCSROSA-SWHIBIT FE Conservancy's Insurance Requirements A. All of the following required insurance policies must be issued by insurance ‘companies having an A.M. Best Financial Strength Rating of “A-” or better and a size category of “VII” or greater. Commercially reasonable self-insured retentions or deductibles are permitted, provided that the Conservancy pays all costs and expenses within such self-insured retentions or deductibles. 1 If the Conservancy has employes insurance covering all employees as required by policy must include Employers Liability coverage. Disability and Worker's Compensation jew York law. The Workers Compensation 2. Commercial General Liability insurance on an occurrence form, with limits of liability of not less than Twenty-Five Million Dollars ($25,000,000) per occurrence and annual aggregate, which limits may be met through a combination of primary and excess insurance policies, provided that the excess policies follow-form with respect to the primary policy and drop-down if the primary policy limits are exhausted. This insurance shall include contractual liability coverage for insured contracts, including the indemnity provisions of this Declaration, Such policy or policies shall include coverage for bodily injury, including wrongful death, property damage, personal injury, advertising liability, premises/operations, products/completed operations, and the other coverages provided under the current ISO CG 00 01 form or its coverage equivalent, and contain the standard ISO separation of insureds provision (or be endorsed to provide cross-liability coverage). This insurance shall be primary and non- contributory with respect to any insurance maintained by Owners. 3. Business Automobile Liability insurance on the ISO CA 00 01 form if the Conservancy owns or uses an automobile in connection with its operations. This insurance shall have limits of not less than Two Million Dollars ($2,000,000) per accident. 4, Premises Pollution Liability/Pollution Legal Liability insurance, covering the costs of on-site cleanup, off-site cleanup, on and off-site bodily injury and property damage, and non-owned disposal site coverage, with limits of Hability of not less than Five Million Dollars ($5,000,000) per claim and in the aggregate. This policy shall include a severability-of- interests clause, 5. Commercial Property insurance on an all-risks form, with coverage including, without limitation, the perils of fire, lighting, hail, riot, aircraft, vehicle, smoke, explosion, vandalism, terrorism, earth movement or subsidence, earthquake, flood, windstorm, malicious mischief, collapse, falsework, and debris removal, including demolition occasioned by enforcement of any applicable legal requirements. This insurance shall have limits of not less than the replacement cost of all improvements to the Open Space owned by the Conservancy, with the Conservancy as loss-payee. BI9ROANYCSRASA- MSWB. Coverage under Section A (except Workers’ Compensation and Employer’s Liability) shall be extended to include the interests of Owners as additional insured, For the Commercial General Liability and Excess policies, Owners shall be listed as additional insured for both ongoing and completed operations using ISO forms CG 20 10 and 20 37 or their coverage equivalent. When requested by the Owners, and at least fifteen (15) days before the expiration of any required policy, the Conservancy shall deliver Certificates of Insurance evidencing the coverage required under this Exhibit. In addition to certificates of insurance, the Owners, individually or through the Property Owner’s Association, have the right to review the Conservancy's original insurance policies to verify compliance with the requirements of this Exhibit. D199 DENYCSROSA-MSW0. XH G Operating Standard for Operations and Maintenance Services INTRODUCTIO! A. Background and Purposes Parsuant to the MGPP, the Open Space constitutes privately-owned, publicly-accessible ‘open space available for the benefit of the Owners, the Occupants and the wider community. The Open Space will be referred to collectively by the name “Pacific Park,” although the Open Space is not public parkland, Pursuant to the Design Guidelines, the Open Space will have a variety of both active and passive spaces and planted and paved areas, and will incorporate features such as playing courts, a children’s playground, water features, walking paths, a bike path, seating areas and extensive landscaping throughout. ‘The Open Space will be designed to promote public access to and use of the space by the general public. B. Operating Standard The Conservancy shall operate and maintain the Open Space, and all facilities and improvements located thereon, in accordance with the performance measure set forth in this Exhibit G to the reasonable satisfaction of the Association, consistent with an “acceptable” rating under the New York City Department of Parks and Recreation Park Inspection Program (the “PIP”). It shall be unreasonable for the Association to require a higher standard than is funded pursuant to the Conservancy Budget or is customarily ‘required under the PIP. PERFORMANCE MEASURES A. Cleanliness: The Open Space shall be cleaned on a routine basis, after special events or crowd conditions, and otherwise as needed to maintain a clean, neat, good and safe condition, including: 1. Dirt, broken glass, litter, non-bird feces, grime, fetid water, rubble, and other obstructions shall be removed, and leaves collected and removed, as needed to insure a high standard of cleanliness. Health hazards, such as syringes, dead animals, bee and wasp hives, etc., shall receive immediate attention, 2. All walkways, sidewalks, lighting and other physical improvements and facilities shall be routinely cleaned and maintained in a clean, neat and good condition. 3. Trash shall be removed and stored out of sight for pick-up. 4, Measures shall be taken to eliminate rodents and rodent holes, including increased cleaning and garbage removal as needed. 019906 NYCEROSA-MSW5. Drains, sewers and catch basins shall be cleaned regularly to prevent clogging, 6. Graffiti shall be painted over or removed, as appropriate to the nature of the surface, promptly but not later than within three (3) days after its appearance, except that graffiti depicting hate speech or profanity shall receive immediate attention. 7. Daily sweeping, litter removal and emptying of trash bags as necessary. | B. Structural Features: The Open Space shall be inspected periodically for construction defects, damage, trip or slip hazards, and other unsafe conditions. Replacement items and materials shall match existing if feasible and/or if materials remain commercially available, subject to a planned change in aesthetic by the Conservancy. Maintenance, repair and/or replacement shall occur on an “as required” basis, including the following: 1, Benches and Seating: Repair and/or replacement of site furniture, benches and other seating shall occur as needed. Regular cleaning of all site furnishings and maintenance of a high level of cleanliness to avoid, including but not limited to, buildup of spider webs, stains, sticky chairs and seats, etc. 2. Walls, Barriers, Railings and Fencing: Repair or removal of broken, leaning and cracked walls, barriers, railings and/or fencing, and repair or replacement of missing sections, shall occur as needed. 3, Pavements, Steps and Ramps: All paved surfaces, steps and ramps shall be maintained in good and safe condition. Repair of holes, cracks, spalling, up lifts, protrusions, and missing expansion joint fill material shall occur as needed. 4, Active recreational facilities: Facilities, equipment and safety surfaces in playgrounds and defined recreational areas for games such as volleyball, basketball, bocce ball and similar activities shall be maintained in good, safe and functional condition. Repair or replacement of damaged, missing, protruding or Joose elements shall occur as needed, 5. Water features: Facilities and equipment in water features shall be maintained in 2004, safe and functional condition, with clean, weed and algae-free water. Repair of leaks and repair or replacement of damaged, missing, protruding or loose elements shall occur as needed. Regular cleating of the debris collected on all water features in a timely fashion. 6. Signs and Flags: All signs, flags and graphics shall be maintained in good, clean, legible and safe condition. Any vandalized signage or flags shall be removed and replaced, Signage regarding safety, rules and regulations shall be posted and maintained, 7. Painting: All items with painted or other marked surfaces shall be painted or marked on an “as required” basis. Surfaces shall be scraped free of rust or other 2extraneous matter and painted to match the installed color if feasible and/or if ‘material remains commercially available. 8. Fixtures and Equipment: All fixtures and equipment shall be maintained in good condition and shall be replaced on an “as required” basis, 9, Lighting: All bulbs shall be replaced promptly on an “as required” basis, ‘Landscape Features: Planted areas shall be maintained, watered and protected for the health of the plantings and to avoid unsafe conditions, including the following: 1. Maintenance and/or Replacement of Plant Material: Subject to weather conditions and the growing season, all unhealthy, diseased or dead plant material, inchuding browned-out lawns and eroded or bare areas, shall be replaced or replanted promptly with healthy specimens of substantially equal type and reasonable size. Maintenance shall include feeding, planting of seasonal flowers, pruning and all activities to keep plantings healthy, attractive and in good repair. 2. Watering: Trees, plantings and lawn area will be watered as required to maintain the plantings and lawn in a healthy growing condition. In extended periods of drought (little precipitation/high temperatures for more than one week) ground cover, trees, shrubs and other plantings shall be thoroughly watered, subject to New York City water use restrictions. Pruning: Pruning shall be performed: (1) on an emergency basis, the removal of ‘branches damaged by excessive winds, ice, or vandalism, or that are dead, unhealthy or dangling/ protruding across a property line or pathway; and (2) on an as required basis, along with spraying, and general tree care, to enhance the health and longevity of all trees and shrubs. Pruning practices shall conform to accepted standards of the landscape industry. In the event that tree damage necessitates a limb removal, the resultant wound if over % inch in diameter is to be painted (as per accepted landscape industry standards). All tools shall be sterilized between cuts if pruning is necessary because of disease. 4, Lawns: Grass lawn areas shall be mowed weekly or bi-weekly as needed during the growing season, and shall be reseeded in the early spring and otherwise as needed. Maintenance includes mowing, feeding, weeding and all activities involved in keeping lawns attractive healthy and in good repair. 5. Feeding: Trees and plantings shall be fed in the early spring and fall with a commercially available fertilizer appropriate to the plant species. Soil shall be aerated as needed to enhance the health and longevity of all trees, shrubs and plantings. 6. Mulching: Mulching shall be provided for lawns, shrub beds and tree pits in late fall as appropriate. Mulching shall consist of a commercially available mulch or a decomposed leaf mulch. SH 19906YCSROSA-MSWa 7. Weeding: Weeds shall be removed from all tree pits, shrub beds and gardens, and ‘from between paving blocks, pavement and steps, on a weekly basis as required. 8, Trimming and Edging: Areas adjoining walks and plantings beds will be trimmed and edged weekly or as needed during periods of growth, and as needed during other periods Spraying: All trees, shrubs and evergreens will receive oil spray in the early spting and anti (desiccant) transparent in the fall. Chemicals to be used only if necessary, according to manufacturer's directions, and shall not be applied in extreme heat. 10. Winter Protection: Trees and shrubs shall be wrapped as needed for adequate winter protection, which protection shall be removed promptly in the early spring. 11. Bagging: All materials ftom pruning, trimming, edging, moving and other ‘maintenance work shall be bagged and stored by the end of the day. i 12, Site Utilities: All site utilities related to the landscaped features shall be ‘maintained in good repair and repaired when necessary, with such actions to be taken to include but not be limited to, annual maintenance of irrigation system, coordination with respective utility providers, and if applicable, contracting for ‘major repairs, D. Comfort Stations: Except for temporary closures for cleaning, maintenance, repair ‘and improvement, comfort stations shall be open and operational during the operating hours of the Open Space. Comfort stations shall be cleaned, maintained and repaired and replaced, as needed, including as follows: 1. Cleaning: Comfort stations shall be cleaned on a routine basis, during and after special events or crowd conditions, and otherwise as needed to maintain a clean, neat, good and safe condition, See “A” above for additional standards for cleanliness. 2, Structural features: Structural features, fixtures and mechanical, electrical and phunbing elements shall be maintained, repaired and replaced on an “as required” basis. Replacement items and materials shall match existing if feasible and/or if materials remain commercially available, subject to a planned change in aesthetic by the Conservancy. See “B” above for additional standards for improvements, as applicable. 3. Supplies: Supplies (e.g., soap, paper products, light bulbs, etc.) shall be refilled, restocked or replaced as needed for availability during the operating hours of the Open Space. Replacement supplies shall be stored out of public areas. Dispensers shall be maintained, repaired and replaced on an “as required” basis, as structural features S199. OENYESRASA-MSWE. Snow Removal: Snow and ice will be removed from all walkways so as not to interfere with safe passage, within 4 hours after the snow ceases to fall or by 7:00 am if snow falls after 10:00 p.m. If the snow and/or ice is frozen so hard that it cannot be removed without injury to the walkway, either ashes, sand, sawdust or other suitable ‘material will be applied and then cleaned up as soon as weather permits. The above Tequirements for snow removal apply to all snow for snowfalls up to 4 inches. For snowfalls in excess of 4 inches, a path of not less than 4 feet wide will be provided. For pavement, steps and ramps with railings, the area cleared shall be adjacent to the railing, CAPITAL IMPROVEMENTS A, Preparation of an annual Capital Improvement Plan. The Conservancy will be responsible for preparing and presenting an annual Capital Improvement Plan which shall include, but not be limited to, additions, alterations, repairs, improvements, and purchasing of fixtures, furnishings, equipment, and hardware, The Capital Improvement Plan shall also include a work plan and schedule for each improvement. To the extent the Conservancy intends to include capital improvements as line items in @ Conservancy Budget, the submission of such Conservancy Budget to the Association shall include a copy of the Capital Improvement Plan to which such line items relate. HISRDENTYCSROSA - MSWEXHIBIT H Allocation Methodology (1) The Owners of the Building Premises on parcels B-14 and B-3, which Building Premises contain one hundred percent (100%) Affordable Housing Units, shall be responsible, with respect to the Building Premises on parcels B-14 and B-3 only, for $22,000 for each year; provided that such amount shall be lowered in the event that in any year the amount due from any of the other Building Premises is less than the amount paid by B-14 or B-3 on a per square foot basis (determined in accordance with (2) below but including the square footage of B-14 and B-3 in the denominator), ‘The above fixed amounts shall be subject to an annual escalation factor based on the Consumer Price Index for All Urban Consumers (published by the Bureau of Labor Statistics of the United States Department of Labor for All Items - New York-Northern New Jersey-Long Island, NY- NJ-CT-PA) from year to year or any comparable successor index (“CPI”). Subject to (3) below, when calculating the Association Charges for all Members, the fixed amounts owed by parcels B-14 and B-3 shall first be deducted ftom the total amount owed by all Members, with the remaining sum divided among the other Members by their Association Funding Allocation. Q) With respect to all other Building Premises aside from those on parcels B-14 and B-3, the applicable Owners shall have an allocation percentage based on gross square foot area (above grade) of each such Building Premises, divided by the aggregate above grade gross square footage of all Development Sites (as adjusted by the same discount factor), excluding parcels B- 14 and B-3; provided, however, when calculating the aggregate above grade gross square footage of each such Building Premises, each gross square foot which is attributable to Affordable ‘Housing Units shall be deemed to comprise .54 square feet. 3) With respect to each Conservancy Budget until the Conservancy Budget for 2019, after deducting the fixed amounts owed by Owners of the Building Premises on parcels B-14 and B-3 from a Conservancy Budget pursuant to paragraph (1) above, the Owners of the Building Premises on parcels B-11 and B-2 shall pay the first $225,000 of the remainder of the Conservancy Budget as follows: $175,000 by B-11 and $50,000 by B-2, provided that if the total amount owed is less than $225,000, B-11 shall pay 78% of such amount and B-2 shall pay 22% of such amount. If the remainder of the Conservancy Budget at such time to be paid exceeds $225,000, such excess amounts shall be paid by all Members (other than the respective Members for parcels B-3 and B-14) in accordance with their Association Funding Allocations set forth in the Allocation Schedule. All fixed amounts set forth in this paragraph (3) shall be increased annually by CPI. (4) Commencing with the Conservancy Budget for 2019, the Conservancy Budget shall be funded as provided in (1) and (2) above (ice, the fixed amounts owed by the respective Members for parcels B-14 and B-3 shall first be deducted from the Conservancy Budget with the remainder divided among the other Members by their Association Funding Allocation). RDI99DENTYCSRASA-MSWa EXHIBIT I Voting Methodology Funding and Liability Obligations: With respect to votes concerning approval of the Conservancy Budget or any other matters that would cause the Association or an Owner to incur monetary liabilities or other payment obligations (“Funding Votes”), each Owner’s Voting Share shall be calculated as follows (and a projected Voting Schedule for Funding Votes is set forth on Schedule J attached to this Declaration); (1) The Owners of the Building Premises on parcels B-14 and B-3, which Building Premises contain one hundred percent (100%) Affordable Housing Units, shall be assigned a fixed Voting Share (which shall not change with the addition of new Members) with respect to the Building Premises on parcels B-14 and B-3 only as follows: B-3: 2.49% B14: 2.51%, Notwithstanding the foregoing, the Voting Share for the Owners of the Building Premises on parcels B-14 and B-3 during the first three years of operation of the Conservancy shall be as ; follows such that at all times the Voting Share allocated to each of the Owners of B-3 and B-14 shall be no less than the percentage that its Association Funding Allocation is of the Budget for any given year. The projected Voting Shares of the Owners of the Building Premises on parcels i B-14 and B-3 during the first three years of operation of the Conservancy is as follows (and remains subject to adjustment, based upon what percentage each such Owner's respective Association Funding Allocation is of the final Budgets for such years): 1* year: B-14— $,22% and B-3 - 0%, 2 year: B-14 and B-3 ~ 6.98% each, and 3" year: B-14 and B-3 — 4.93% each. 2) The aggregate Voting Share of all other Owners shall equal 100% less the fixed Voting Share of B-3 and/or B-14 (as each becomes a Member), with each individual Owner's share thereof determined based on the gross square foot area (above grade) of each such Owner's Building Premises, adjusted by a 46% discount factor for square footage attributed to Affordable Housing Units, and divided by the aggregate gross square footage of all Development Sites (as adjusted by the same discount factor), excluding parcels B-14 and B-3.All Other Voting Matters: With respect to votes on any matters except those that are Funding Votes, each Owner's Voting Share shall equal a percentage based on gross square foot area (above grade) of its respective Building Premises, divided by the aggregate above grade gross square footage of all Development Sites. A projected Voting Schedule for all votes other than Funding Votes is set forth on Schedule J attached to this Declaration.| EXHIBIT J Projected Voting Schedule Projected Voting Schedule for Funding Votes | Projected Voting Schedule for All Other | Voting Matters Building Voting % (1) Sites) 5.52% Building Voting % @) Bt 13.51% (a) Site 5 5.37% (3) 82 4.79% yes 18.52% (@) Ba ales (3) 82 4.65% (5) 84 10.37% (4) 83 4.20% (6) BS 7.99% (5) Ba 10.08% (7) 86 5.60% (6) BS 7.77% (8) 87 9.23% @) 86 5.44% () 88 6.58% (8) 87 8.97% (10) Bo 8.48% (9) 88 cone (11) 810 5.98% Gaye eo (12) Bit wee (21) B10 5.81% (13) 812 3.99% (G2) E22 4.04% (14) B13 4.11% (a3) B12 3.88% (a5) B14 251% (14) 813 4.00% (16) B15 4.30% (a5) B14 3.A7% (17) 00.00% (16) B15 4.18% (a7) 100.00% “This Projected Voting Schedule is for illustrative purposes only and projects the Voting Methodology applied to all Building Premises (other than the Arena) that comprise the Development Project with the assumption that all such Building Premises are built to the ‘maximum square footage above grade permitted by the MGPP with no discount factor applied to square footage attributed to Affordable Housing Units. S219908NYCSROSA- MSW