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EMERGENCY ACCESS EASEMENT AGREEMENT

EMERGENCY ACCESS EASEMENT AGREEMENT (this "Agreement") made this_ day of , 2013, between Metropolitan Transportation Authority (the "MTA"), a public benefit corporation ofthe State ofNew York, with its principal office located at 347 Madison Avenue, New York, New York 10017, acting for itself and on behalfofMetro-North Commuter Railroad Company ("MNR"), a public benefit corporation of the State of New York, with its principal office located at 347 Madison Avenue, New York, New York 10017 (MNR and the MTA are hereinafter collectively referred to as "Grantor"), the Village of Larchmont, a municipal corporation ofthe State ofNew York, with its principal office at 120 Larchmont Avenue, New York 10538 (the "Village"), and Palmer Avenue Housing Development Fund Company, Inc., a not-for-profit corporation organized under the laws of the State ofNew York, with its office at 55 South Broadway, Suite 2, Tarrytown, New York 10591 ("Housing Company").

WHEREAS, MTA is the owner of certain real property located in the Village shown as "Now or Formerly Metropolitan Transportation Authority" on the map attached hereto as Exhibit A entitled "Survey ofMTA Easement Situate in the Village ofLarchmont, Town ofMamaroneck, Westchester County, New York" prepared by DeRosa Land Surveying, dated August 20,2013 (the "Easement Map"), and designated on the Village's tax assessment map as Section 6, Block 2 (a/k/a Block 602), Lot 453 (the "MTA Property"); and

WHEREAS, MNR operates, among other things, a commuter railroad line serving, a northerly section of the greater New York City area known as the New Haven Line (the "Railroad"); and

WHEREAS, the Railroad traverses a portion of the County on the MTA Property near the Housing Company Property (as hereinafter defined); and

WHEREAS, Housing Company is the owner of certain real property in the Village, shown as "Now or Formerly Palmer Development, LLC" on the Easement Map, and designated on the Village's tax assessment map as Section 6, Block 1 (a/k/a Block 601), Lot 486.1, and Section 6, Block 2 (a/k/a Block 602), Lot 494.2 (the "Housing Company Property") having acquired title pursuant to a certain deed dated , 2013, and recorded in the Westchester County Clerk's office on , 2013 in Control No. ; and

WHEREAS, the MTA Property fronts on, and has access to, North Avenue, a public street of the County; and

WHEREAS, the Housing Company Property adjoins the MTA Property, but does not front on or have access to North Avenue; and

WHEREAS, Housing Company intends to construct on the Housing Company Property two (2) multi-family buildings containing at total of fifty-one (51) condominium housing units, all of which shall be affordable to families earning up to eighty percent (80%) of the Westchester County median income (the "Project"); and

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WHEREAS, on April 16, 2012, the Planning Board of the Village granted amended site plan approval of the Project conditioned on, among other things, the provision of general public vehicle access between Palmer Avenue, a public street of the Village, and the northern-most entry to the parking garage within Proposed Building #2 of the Project as shown on the Site Plan of the Project prepared by Site Design Consultants and last revised April9, 2012 (the "Site Plan"), attached hereto as Exhibit B, and such access can only be achieved by travel over and across a portion of the MTA Property; and

WHEREAS, Grantor desires to grant to the Village, and the Village is willing to accept, a permanent, non-exclusive easement on, over, across and through the portion of the MTA Property described in Exhibit C attached hereto and shown on the Easement Map as "Emergency Access Easement" (such portion, the "Emergency Access Easement Area") for emergency vehicle access between North Avenue and the Housing Company Property; and

WHEREAS, MNR shall have all rights and protections afforded the MTA under this Agreement and any actions of MNR with respect to this Agreement shall be deemed to be and shall have the same effect as actions of the MTA; and

WHEREAS, Grantor, acting under the powers vested in it through the Public Authorities Law, Article 5, Title 11, has determined that it is in the MTA's and MNR's interest, and the public interest, to grant the Emergency Access Easement (as hereinafter defined) to the Village upon and subject to the following terms and conditions.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed as follows:

1. Easement to the Village. Grantor hereby grants, conveys, remises and releases unto the Village, its successors and assigns forever, a perpetual, irrevocable, non-exclusive easement and right-of-way (the "Emergency Access Easement") on, over, across and through the Emergency Access Easement Area for the Village, the County of Westchester (the "County"), the State of New York and any and all other official emergency vehicle ingress and egress between North Avenue and the Housing Company Property.

2. No Assignment or Transfer by the Village. In recognition of the requirements of Section 2897 of the Public Authorities Law, the Village expressly agrees that the Village will not transfer the ownership of the Emergency Access Easement and that the ownership and use of the Emergency Access Easement shall remain with the Village; provided, however, that the Village shall be permitted to transfer ownership of the Emergency Access Easement to the County, and thereafter the ownership and use ownership and use of the Emergency Access Easement shall remain with the County.

3. Grantor's Reserved Rights.

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(a) Housing Company and the County hereby acknowledge that Grantor's primary purpose and obligation is to operate the Railroad. The rights and privileges hereby granted shall be exercised by Housing Company and the County subject at all times to the prior and paramount right of Grantor, in its absolute discretion, to operate the Railroad according to the requirements and exigencies of the public interest and the business of Grantor. Notwithstanding the foregoing, Grantor shall not have any right to terminate the Emergency Access Easement for any reason.

(b) Grantor reserves the right to make such improvements to the Emergency Access

Easement Area as it deems necessary for the operation of the Railroad, provided that such improvements shall not shall not materially obstruct or materially adversely affect the use of the Emergency Access Easement Area and shall otherwise be consistent with the Emergency Access Easement, and shall comply with New York State Department of Transportation ("NYSDOT") standards for minimum vertical clearance of new structures over "NHS Routes" as set forth in Section 2.4.1 of the NYSDOT Bridge Manual (US Customary Edition) last revised May, 2011.

4. Indemnification. Housing Company, its successors and assigns, shall defend, indemnifY and hold harmless MTA, MNR, the Village, the County, State of Connecticut, Connecticut Department of Transportation, National Railroad Passenger Corporation (Amtrak), Consolidated Rail Corporation, CSX Transportation Inc., New York Central Lines LLC and Providence & Worcester Railroad Company, and their respective agents, servants, directors, officials, officers, employees, and volunteers (each, an "Indemnified Party") from and against any and all liability, claims, suits, demands, damages, costs and expenses (including reasonable legal fees, costs and disbursements incurred in defense thereof) to which any Indemnified Party may be subject or suffer from bodily injury, personal injury, death or property damage, whether groundless or otherwise, arising in whole or part out of, incidental to, from, occasioned by or in connection with the Emergency Access Easement granted under this Agreement and the use of the Emergency Access Easement Area by Housing Company, the Village, the County and their respective agents, servants, directors, officials, officers, employees, contractors, representatives, tenants, and volunteers, and by the public, whether or not due to any act, omission to act on the part of Housing Company, the Village or the County, unless the liability results from the gross negligence or willful misconduct of Grantor, its successors and/or assigns. This Section 4 shall survive the termination of this Agreement and/or the Emergency Access Easement with respect to any events occurring on or before the effective date of such termination, regardless of the party who terminated or the reasons therefor.

5. Housing Company's Default.

(a) IfHousing Company shall default in the performance of any term, provision,

covenant or condition of this Agreement on the part of Housing Company to be performed, which default shall continue for a period often (10) days after Grantor's or the Village's delivery to Housing Company of written notice of such default, or, if such default cannot with due diligence be cured within such period, if Housing Company does not within such period commence and thereafter diligently and

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continuously prosecute to completion all steps necessary to cure the default, it shall be deemed a default by Housing Company and a material breach of this Agreement.

(b) If Housing Company shall default in the performance of any of Housing Company's

obligations under this Agreement, Grantor or the Village, without thereby waiving such default, may (but shall not be obligated to) perform the same for the account and at the expense of Housing Company, without notice in case of emergency, and in any other case only if such default continues after the expiration of the period provided in Section S(a) for the cure of any default.

(c) Bills for any expenses incurred by Grantor or the Village in connection with any such

performance by either of them, and bills for all costs, expenses and disbursements of every kind and nature whatsoever, including reasonable legal fees and disbursements, involved in collecting or endeavoring to enforce any right against Housing Company or Housing Company's obligations under this Agreement, and interest on all sums at the rate of interest determined and quoted to the public from time to time by Bank of America as its "prime" or "reference" rate of interest (but in no event greater than the legal rate of interest), shall be payable to Grantor or the Village within ten (10) days after Grantor's or the Village's delivery of such bills to Housing Company; provided that any amount(s) unpaid sixty (60) days after Grantor or the Village gives notice of default to Housing Company shall be a lien against the Housing Company Property (but not against any condominium unit(s) which may hereafter be created at the Housing Company Property) in favor of, and enforceable by, Grantor or the Village; and further provided that such lien shall be subject and subordinate to (i) any declaration of condominium which may hereafter affect the Housing Company Property, (ii) the lien of any and all mortgages which may now or hereafter affect the Housing Company Property, whether or not such mortgages shall also cover other real property, each and every advance made or hereafter to be made under such mortgages, and all renewals, modifications, replacements, extensions, spreaders and consolidations of such mortgages, and (iii) a certain Site Development Agreement and Declaration oflnterest by and among Housing Action Council, Inc., Housing Company, and WB Pinebrook Associates, LLC, dated , 2013, and recorded in the Westchester County Clerk's office immediately prior to the recording of this Agreement.

6. Assignment.

(a) The interests, rights, duties, obligations and liabilities of Housing Company in and

under this Agreement and the Emergency Access Easement: (i) shall upon conversion of the Housing Company Property to condominium, cooperative or other form of multi-party ownership, be transferred to the Housing Company Property's condominium board, cooperative association or the governing body of such other form of multi-party ownership, as the case may be; and (ii) may be assigned and/or transferred to any other person(s) or entity(ies) subject to the prior approval of Grantor and the Village, which approval shall not be unreasonably withheld,

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conditioned or delayed.

(b) It is agreed that any transfer, assignment or sale of Housing Company's interests in the Housing Company Property shall be subject to the obligations of Housing Company as set forth in this Agreement and no such transfer, assignment or sale shall in any way relieve the transferor or assignor of such interest of any of its obligations hereunder arising prior to the effective date of such transfer (including such obligations arising prior to, but manifesting themselves after, the date of such transfer); provided, however, that (i) such transferor or assignor shall be relieved of any claims or other obligations hereunder first arising or accruing after the effective date of such transfer, and (ii) the transferee or assignee of such interest shall not be personally liable for any obligations arising prior to, but manifesting themselves after, the date of such transfer.

7. This Agreement and the Emergency Access Easement shall be perpetual in nature, shall in all respects run with the land, and shall be binding on and inure to the benefit of the parties hereto, and their successors and assigns, and shall be recorded in the Office of Land Records of the County Clerk of the County of Westchester. The existence ofthis Agreement shall be disclosed in any public offering statement accepted for filing by the New York State Attorney General for the sale of condominium or cooperative residences at the Housing Company Property.

8. The failure of Grantor or the Village to insist in any one or more instances upon the strict performance of any one or more of the obligations of this Agreement, or to exercise any election herein contained, shall not be construed as a waiver or relinquishment for the future performance of such one or more obligations of this Agreement or of the right to exercise such election, but the same shall continue and remain in full force and effect with respect to any subsequent breach, act or omission.

9. Unless otherwise provided for in this Agreement, any notice to be given pursuant to this Agreement shall be in writing and sent by prepaid certified or registered U.S. mail, Return Receipt Requested, or by reputable overnight courier, to the address of the parties below specified or at such other address as may be given by written notice in the manner prescribed by this Section 9. Any such notices shall be deemed delivered when accepted or refused.

Grantor's address for notices shall be as follows:

Metropolitan Transportation Authority 347 Madison Avenue New York, New York 10017 Att: Director, Real Estate

With a copy to: Metropolitan Transportation Authority 347 Madison Avenue New York, New York 10017

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Att: General Counsel

The Village's address for notices shall be as follows:

Village of Larchmont 120 Larchmont Avenue Larchmont, New York 10538 Att: Village Clerk

With a copy to:

McCullough, Goldberger & Staudt, LLP 1311 Mamaroneck Avenue, Suite 340 White Plains, New York 10605 Att: James Staudt, Esq.

Housing Company's address for notices shall be as follows:

Palmer Avenue Housing Development Fund Company, Inc. 55 South Broadway, Suite 2 Tarrytown, New York 10591 Att: Rosemarie Noonan

With a copy to:

DelBello Donnellan Weingarten Wise & Wiederkehr, LLP One North Lexington Avenue White Plains, New York 10601 Att: Peter J. Wise, Esq.

And to:

WB Pinebrook Associates, LLC 570 Taxter Road Elmsford, New York 10523 Att: William G. Balter

10. There have been no representations or warranties, oral or written, made by any ofthe parties hereto which are not contained in this Agreement. There shall be no modification of this Agreement other than by a written instrument executed by the parties.

11. In the event of any conflict and/or inconsistency between this Agreement and a certain Access Easement dated as of January 3, 2005 and recorded in the Westchester County Clerk's office on February 12,2007, in Control No. 470170761, then the terms and provisions ofthis Agreement shall control.

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12. If any clause, provision or section of this Agreement is ruled invalid or unenforceable by any court of competent jurisdiction, the invalidity or enforceability of such clause, provision or section shall not affect any of the remaining provisions hereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the date and year first above written.

Metropolitan Transportation Authority

Name: Title:

Village of Larchmont

Name: Title:

Palmer Avenue Housing Development Fund Company, Inc.

Name: Rosemarie Noonan Title: President

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ACKNOWLEDGMENTS

STATE OF NEW YORK COUNTY OF

) ) ss.:

On the day of , 2013, before me, the undersigned, a Notary Public in

and for said State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and he 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 behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF NEW YORK COUNTY OF

) ) ss.:

On the day of , 2013, before me, the undersigned, a Notary Public in

and for said State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and he 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 behalf of which the individual acted, executed the instrument.

Notary Public

STATEOFNEWYORK ) COUNTY OF WESTCHESTER ) ss.:

On the day of , 2013, before me, the undersigned, a Notary Public in

and for said State, personally appeared Rosemarie Noonan, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and he 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 behalf of which the individual acted, executed the instrument.

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PUBLIC ACCESS EASEMENT AGREEMENT

PUBLIC ACCESS EASEMENT AGREEMENT (this "Agreement") made this day of , 2013, between Metropolitan Transportation Authority (the "MTA"), a public benefit corporation of the State of New York, with its principal office located at 347 Madison Avenue, New York, New York 10017, acting for itself and on behalf of Metro-North Commuter Railroad Company ("MNR"), a public benefit corporation ofthe State ofNew York, with its principal office located at 347 Madison Avenue, New York, New York 10017 (MNR and the MIA are hereinafter collectively referred to as "Grantor"), the Village of Larchmont, a municipal corporation ofthe State ofNew York, with its principal office at 120 Larchmont Avenue, Larchmont, New York 10538 (the "Village"), and Palmer Avenue Housing Development Fund Company, Inc., a not-for-profit corporation organized under the laws of the State ofNew York, with its office at 55 South Broadway, Suite 2, Tarrytown, New York 10591 ("Housing Company").

WHEREAS, MTA is the owner of certain real property located in the Village shown as "Now or Formerly Metropolitan Transportation Authority" on the map attached hereto as Exhibit A entitled "Survey ofMTA Easement Situate in the Village of Larchmont, Town of Mamaroneck, Westchester County, New York," prepared by DeRosa Land Surveying, dated August 20,2013 (the "Easement Map"), and designated on the Village's tax assessment map as Section 6, Block 2 (a!k/a Block 602), Lot 453 (the "MTA Property"); and

WHEREAS, MNR operates, among other things, a commuter railroad line serving, a northerly section of the greater New York City area known as the New Haven Line (the "Railroad"); and

WHEREAS, the Railroad traverses a portion of the Village on the MTA Property near the Housing Company Property (as hereinafter defined); and

WHEREAS, Housing Company is the owner of certain real property in the Village, shown as "Now or Formerly Palmer Development, LLC" on the Easement Map, and designated on the Village's tax assessment map as Section 6, Block 1 (a!k/a Block 601), Lot 486.1, and Section 6, Block 2 (a!k/a Block 602), Lot 494.2 (the "Housing Company Property") having acquired title pursuant to a certain deed dated , 2013, and recorded in the Westchester County Clerk's office on , 2013 in Control No. ; and

WHEREAS, Housing Company intends to construct on the Housing Company Property two (2) multi-family buildings containing at total of fifty-one (51) condominium housing units, all of which shall be affordable to families earning up to eighty percent (80%) of the Westchester County median income (the "Project"); and

WHEREAS, on April 16, 2012, the Planning Board ofthe Village granted amended site plan approval of the Project (the "Site Plan Approval") conditioned on, among other things, the provision of general public vehicle access between Palmer Avenue, a public street of the Village, and the northern-most entry to the parking garage within Proposed Building #2 of the Project as

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shown on the Site Plan of the Project prepared by Site Design Consultants and last revised April 9, 2012 (the "Site Plan"), attached hereto as Exhibit B, and such access can only be achieved by travel over and across a portion of the MTA Property; and

WHEREAS, Grantor desires to grant to the Village, and the Village is willing to accept, a permanent non-exclusive easement for general public vehicle access and travel on, over, across and through the portion of the MTA Property described in Exhibit C attached hereto and shown on the Easement Map as "Public Access Easement" (as hereinafter defined) (such portion, the "Public Access Easement Area"); and

WHEREAS, in consideration of the benefits to Housing Company from the grant by Grantor to the Village of the Public Access Easement, Housing Company is willing to improve and to assume the obligation to thereafter maintain the Public Access Easement Area at its sole cost and expense; and

WHEREAS, MNR shall have all rights and protections afforded MTA under this Agreement and any actions of MNR with respect to this Agreement shall be deemed to be and shall have the same effect as actions of the MTA; and

WHEREAS, Grantor, acting under the powers vested in it through the Public Authorities Law, Article 5, Title 11, has determined that it is in MTA's and MNR's interest, and the public interest, to grant the Public Access Easement to the Village upon and subject to the following terms and conditions.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is mutually covenanted and agreed as follows:

1. Easement to the Village. Grantor hereby grants, conveys, remises and releases unto the Village, its successors and assigns forever, a perpetual, irrevocable, non-exclusive easement and right-of-way (the "Public Access Easement") on, over, across and through the Public Access Easement Area for vehicle access and travel by the general public including, but not limited to, access and travel by the Village, County of Westchester (the "County"), the State of New York and any and all other official emergency vehicles.

2. Improvement ofthe Public Access Easement Area. In consideration ofthe benefits to Housing Company from the grant of the Public Access Easement to the Village, Housing Company agrees that:

(a) Installation: Housing Company shall at its cost and expense: (i) improve the Public

Access Easement Area for use as a vehicle right-of-way in accordance with the Site Plan Approval and as shown on the Site Plan, including, but not limited to, removal of the existing covered sidetrack in the Public Access Easement Area, and grading, paving, installation of a new drainage system and a guardrail, all as shown on the Site Plan; and (ii) in the area shown on the Easement Map as "Emergency Access

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Easement" (the "Emergency Access Easement Area") and on the MTA Property outside the Public Access Easement Area and Emergency Access Easement Area: (x) if the 2005 Access Easement (as hereinafter defined) is revoked by Grantor, install a "break-away" gate in the location shown on the Site Plan (the "Gate") within thirty (30) days after written notice from Grantor; (y) remove the existing covered sidetrack, grade, pave, and install a new drainage system and a guardrail, install a curb as indicated on the Site Plan with a dropped curb or curb cut to allow vehicular movement from the Emergency Access Easement Area to the Work Path (as hereinafter defined in Section 2(e)); and (z) install a sound wall along part ofthe southerly portion of the westerly boundary between the Emergency Access Easement Area and the MTA Property, all as shown on the Site Plan (collectively, the "Improvements");

(b) Maintenance: Housing Company shall at its cost and expense regularly maintain,

repair, restore and/or replace all Improvements in, on and under the Public Access Easement Area and Emergency Access Easement Area in good condition (including, but not limited to, paving, curbing and drainage facilities and structures) as may be necessary and proper for the well-kept appearance of the Public Access Easement Area and Emergency Access Easement Area and for the safety, welfare and convenience of users of the Public Access Easement Area and Emergency Access Easement Area, including, but not limited to, removal of snow and ice from the Public Access Easement Area and Emergency Access Easement Area, and Housing Company is hereby granted rights of access to the Public Access Easement Area and Emergency Access Easement Area for such purposes, subject to compliance with Section 2(c) below. Housing Company's obligations with respect to the Gate shall include the obligations to restore and/or replace the Gate promptly after any event or incident in which the Gate is broken or damaged in any manner, including, without limitation, by emergency or other vehicle breaking through the Gate;

(c) Entry Permit: Prior to the commencement of any installation work in the Public

Access Easement Area and/or Emergency Access Easement Area set forth in Section 2(a) above, and prior to the commencement of any maintenance work in the Public Access Easement Area and/or Emergency Access Easement Area set forth in Section 2(b) above, Housing Company shall apply to Grantor for an Entry Permit that will specifY the insurance requirements and other policies governing work in the Public Access Easement Area and/or Emergency Access Easement Area, which permit shall be granted or denied by Grantor in its sole but reasonable discretion consistent with Grantor's rights and responsibilities under Section 4 below; provided that Grantor shall not deny an Entry Permit if the grant of the Entry Permit would not materially adversely affect the rights and responsibilities of the MTA under Section 4, below, and provided further that: (i) no Entry Permit or prior approval from Grantor shall be required for snow and ice removal and routine, recurring maintenance of the Improvements located in, on and under the Public Access Easement Area and Emergency Access Easement Area; and (ii) Grantor may impose reasonable

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conditions in connection with an Entry Permit including, but not limited to, the imposition of a "force account";

(d) Housing Company, its agents, employees, representatives, contractors and tenants

shall not obstruct the Public Access Easement Area or Emergency Access Easement Area or interfere with the use of the Public Access Easement Area or Emergency Access Easement Area by Grantor, its successors, assigns, agents, employees, representatives, contractors, invitees or licensees;

(e) The term "Work Path" shall mean the area between the dropped curb and the sound

wall gates that will be on the westerly side of the Public Access Easement Area in front of Proposed Building #2; and

(f) This Section 2 shall supersede paragraph 3 of a certain Access Easement dated as of

January 3, 2005 and recorded in the Westchester County Clerk's office on February 12, 2007, in Control No. 470170761 (the "2005 Access Easement") in its entirety.

3. No Assignment or Transfer by the Village. In recognition of the requirements of Section 2897 of the Public Authorities Law, the Village expressly agrees that the Village will not transfer the ownership ofthe Public Access Easement and that the ownership and use of the Public Access Easement shall remain with the Village; provided, however, that the Village shall be permitted to transfer ownership of the Public Access Easement to the County, and thereafter the ownership and use ownership and use of the Public Access Easement shall remain with the County.

4. Grantor's Reserved Rights.

(a) Housing Company and the Village hereby acknowledge that Grantor's primary

purpose and obligation is to operate the Railroad. The rights and privileges hereby granted shall be exercised by Housing Company and the Village subject at all times to the prior and paramount right of Grantor, in its absolute discretion, to operate the Railroad according to the requirements and exigencies of the public interest and the business of Grantor. Notwithstanding the foregoing, Grantor shall not have any right to terminate the Public Access Easement for any reason.

(b) Grantor reserves the right to make such improvements to the Public Access Easement

Area as it deems necessary for the operation of the Railroad, provided that such improvements shall not shall not materially obstruct or materially adversely affect the use of the Public Access Easement Area and shall otherwise be consistent with the Public Access Easement, and shall comply with New York State Department of Transportation ("NYSDOT") standards for minimum vertical clearance of new structures over "NHS Routes" as set forth in Section 2.4.1 of the NYSDOT Bridge Manual (US Customary Edition) last revised May, 2011.

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5. Indemnification. Housing Company, its successors and assigns, shall defend, indemnifY and hold harmless MTA, MNR, the Village, the County, State of Connecticut, Connecticut Department of Transportation, National Railroad Passenger Corporation (Amtrak), Consolidated Rail Corporation, CSX Transportation Inc., New York Central Lines LLC and Providence & Worcester Railroad Company and their respective agents, servants, directors, officials, officers, employees, and volunteers (each, an "Indemnified Party") from and against any and all liability, claims, suits, demands, damages, costs and expenses (including reasonable legal fees, costs and disbursements incurred in defense thereof) to which any Indemnified Party may be subject or suffer from bodily injury, personal injury, death or property damage, whether groundless or otherwise, arising in whole or part out of, incidental to, from, occasioned by or in connection with the Public Access Easement granted under this Agreement and the use of the Public Access Easement Area by Housing Company, the Village, the County, and their respective agents, servants, directors, officials, officers, employees, contractors, representatives, tenants, and volunteers, and by the public, whether or not due to any act, omission to act on the part of Housing Company, the Village or the County, unless the liability results from the gross negligence or willful misconduct of Grantor, its successors and/or assigns. This Section 5 shall survive the termination of this Agreement and/or the Public Access Easement with respect to any events occurring on or before the effective date of such termination, regardless of the party who terminated or the reasons therefor.

6. Housing Company's Default.

(a) If Housing Company shall default in the performance of any term, provision,

covenant or condition of this Agreement on the part of Housing Company to be performed, which default shall continue for a period often (10) days after Grantor's or the Village's delivery to Housing Company of written notice of such default, or, if such default cannot with due diligence be cured within such period, if Housing Company does not within such period commence and thereafter diligently and continuously prosecute to completion all steps necessary to cure the default, it shall be deemed a default by Housing Company and a material breach of this Agreement.

(b) If Housing Company shall default in the performance of any of Housing Company's

obligations under this Agreement including, without limitation, the installation of the Gate, Grantor or the Village, without thereby waiving such default, may (but shall not be obligated to) perform the same for the account and at the expense of Housing Company, without notice in case of emergency, and in any other case only if such default continues after the expiration of the period provided in Section 6(a) for the cure of any default.

(c) Bills for any expenses incurred by Grantor or the Village in connection with any such

performance by either of them, and bills for all costs, expenses and disbursements of every kind and nature whatsoever, including reasonable legal fees and disbursements, involved in collecting or endeavoring to enforce any right against Housing Company, or Housing Company's obligations under this Agreement, and interest on all sums at the rate of interest determined and quoted to the public from time to time by Bank of

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America as its "prime" or "reference" rate of interest (but in no event greater than the legal rate of interest), shall be payable to Grantor or the Village within ten (10) days after Grantor's or the Village's delivery of such bills to Housing Company; provided that any amount(s) unpaid sixty (60) days after Grantor or the Village gives notice of default to Housing Company shall be a lien against the Housing Company Property (but not against any condominium unit(s) which may hereafter be created at the Housing Company Property) in favor of, and enforceable by, Grantor or the Village; and further provided that such lien shall be subject and subordinate to (i) any declaration of condominium which may hereafter affect the Housing Company Property, (ii) the lien of any and all mortgages which may now or hereafter affect the Housing Company Property, whether or not such mortgages shall also cover other real property, each and every advance made or hereafter to be made under such mortgages, and all renewals, modifications, replacements, extensions, spreaders and consolidations of such mortgages, and (iii) a certain Site Development Agreement and Declaration of Interest by and among Housing Action Council, Inc., Housing Company, and WB Pinebrook Associates, LLC, dated , 2013, and recorded in the Westchester County Clerk's office immediately prior to the recording of this Agreement.

7. Assignment.

(a) The interests, rights, duties, obligations and liabilities of Housing Company in and under this Agreement and the Public Access Easement: (i) shall upon conversion of the Housing Company Property to condominium, cooperative or other form of multi- party ownership, be transferred to the Housing Company Property's condominium board, cooperative association or the governing body of such other form of multi- party ownership, as the case may be; and (ii) may be assigned and/or transferred to any other person(s) or entity(ies) subject to the prior approval of Grantor and the Village, which approval shall not be unreasonably withheld, conditioned or delayed.

(b) It is agreed that any transfer, assignment or sale of Housing Company's interests in the

Housing Company Property shall be subject to the obligations of Housing Company as set forth in this Agreement and no such transfer, assignment or sale shall in any way relieve the transferor or assignor of such interest of any of its obligations hereunder arising prior to the effective date of such transfer (including such obligations arising prior to, but manifesting themselves after, the date of such transfer); provided, however, that (i) such transferor or assignor shall be relieved of any claims or other obligations hereunder first arising or accruing after the effective date of such transfer, and (ii) the transferee or assignee of such interest shall not be personally liable for any obligations arising prior to, but manifesting themselves after, the date of such transfer.

8. This Agreement and the Public Access Easement shall be perpetual in nature, shall in all respects run with the land, and shall be binding on and inure to the benefit of the parties hereto,

1340499_Il 0121900-008 10-18-13

7

and their successors and assigns, and shall be recorded in the Office of Land Records of the County Clerk ofthe County of Westchester. The existence ofthis Agreement shall be disclosed in any public offering statement accepted for filing by the New York State Attorney General for the sale of condominium or cooperative residences at the Housing Company Property.

9. The failure of Grantor or the Village to insist in any one or more instances upon the strict performance of any one or more of the obligations of this Agreement, or to exercise any election herein contained, shall not be construed as a waiver or relinquishment for the future performance of such one or more obligations of this Agreement or of the right to exercise such election, but the same shall continue and remain in full force and effect with respect to any subsequent breach, act or omission.

10. Unless otherwise provided for in this Agreement, any notice to be given pursuant to this Agreement shall be in writing and sent by prepaid certified or registered U.S. mail, Return Receipt Requested, or by reputable overnight courier, to the address of the parties below specified or at such other address as may be given by written notice in the manner prescribed by this Section 10. Any such notices shall be deemed delivered when accepted or refused.

Grantor's address for notices shall be as follows:

Metropolitan Transportation Authority 347 Madison Avenue New York, New York 10017 Att: Director, Real Estate

With a copy to: Metropolitan Transportation Authority 347 Madison Avenue New York, New York 10017 Att: General Counsel

The Village's address for notices shall be as follows:

Village of Larchmont 120 Larchmont Avenue Larchmont, New York 10538 Att: Village Clerk

With a copy to:

McCullough, Goldberger & Staudt, LLP 1311 Mamaroneck Avenue, Suite 340 White Plains, New York 10605 Att: James Staudt, Esq.

!340499_13 0121900-008 10-18-13

8

Housing Company's address for notices shall be as follows:

Palmer Avenue Housing Development Fund Company, Inc. 55 South Broadway, Suite 2 Tarrytown, New York 10591 Att: Rosemarie Noonan

With copies to:

DelBello Donnellan Weingarten Wise & Wiederkehr, LLP One North Lexington Avenue White Plains, New York 10601 Att: Peter J. Wise, Esq.

And to:

WB Pinebrook Associates, LLC 570 Taxter Road Elmsford, New York 10523 Att: William G. Balter

11. There have been no representations or warranties, oral or written, made by any of the parties hereto which are not contained in this Agreement. There shall be no modification of this Agreement other than by a written instrument executed by the parties.

12. Lien Law.

(a) Prior to Housing Company making any improvements of the MTA Property

pursuant to this Agreement or in connection with the Project that have an estimated cost in excess of two hundred fifty thousand dollars (an "Eligible Improvement"), Housing Company shall post, or cause to be posted, a bond or other form of undertaking (an "Undertaking") acceptable to Grantor guaranteeing prompt payment of moneys due to Housing Company's contractor or contractors (the "Eligible Improvement Contractor") performing such Eligible Improvement, such Eligible Improvement Contractor's subcontractors and to all persons furnishing labor or materials to the Eligible Improvements Contractor or its subcontractors in the prosecution of the Eligible Improvement. Such Undertaking shall comply with the requirements set forth in Section 5 of Article 2 of the New York Lien Law.

(b) Prior to the commencement of any Eligible Improvement, Housing Company shall

submit for review by Grantor a copy of the relevant Undertaking evidencing Housing Company's compliance with the requirements of Section 13(a) above and such Eligible Improvement shall not be commenced without Grantor's prior written approval of such Undertaking.

!340499_!3 0121900-008 !0-!8-!3

9

13. In the event of any conflict and/or inconsistency between this Agreement and the 2005 Access Easement, then the terms and provisions of this Agreement shall control.

14. If any clause, provision or section of this Agreement is ruled invalid or unenforceable by any court of competent jurisdiction, the invalidity or enforceability of such clause, provision or section shall not affect any of the remaining provisions hereof.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the date and year first above written.

Metropolitan Transportation Authority

Name: Title:

Village of Larchmont

Name: Title:

Palmer Avenue Housing Development Fund Company, Inc.

Name: Rosemarie Noonan Title: President

1340499_13 0121900-008 10-18-13

10

ACKNOWLEDGMENTS

STATE OF NEW YORK COUNTY OF

) ) ss.:

On the day of , 2013, before me, the undersigned, a Notary Public in

and for said State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and he 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 behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF NEW YORK COUNTY OF

) ) ss.:

On the day of , 2013, before me, the undersigned, a Notary Public in

and for said State, personally appeared , personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and he 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 behalf of which the individual acted, executed the instrument.

Notary Public

STATE OF NEW YORK ) COUNTY OF WESTCHESTER ) ss.:

On the day of , 2013, before me, the undersigned, a Notary Public in

and for said State, personally appeared Rosemarie Noonan, personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and he 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 behalf of which the individual acted, executed the instrument.

October 5, 2011

DESCRIPTION OF PUBLIC ACCESS EASEMENT OVER LANDS OF

METROPOLITAN TRA1 SPORTATION AUTHORITY

ALL that certain piece or parcel of land, situate, lying and being in the Village of

Larchmont, Town of Mamaroneck, County ofWestchester and State ofNew York, bounded and

described as follows;

BEGINNING at a point on the division line between lands now or formerly

belonging to the Metropolitan Transportation Authority on the north where is intersected by the

division line of lands now or formerly belonging to Robert V. George and lands now or formerly

belonging to Palmer Development LLC; thence running along said division line the following

courses and distances; S53°25'10"W 25.50 feet to a point of curve; thence running along said

curve to the left, having a radius of 673.85 feet and a length of 156.51 feet and N49°53'19"W

17.00 feet; thence running through lands of the Metropolitan Transportation Authority the

following courses and distances; N49°53'19"W 39.46 feet, N55°30'E 32.11 feet, N54°45'E

134.14 feet, N53°5l 'E 25.57 feet and S39°50'40"E 32.43' feet to the point or place of

beginning.

February 9, 2012

DESCRIPTION OF EMERGENCY ACCESS EASEMENT OVER LAI DS OF

METROPOLITAN TRAI SPORTATION AUTHORITY

ALL that certain piece or parcel of land, situate, lying and being in the Village of

Larchmont, Town of Mamaroneck, County ofWestchester and State ofNew York, bounded and

described as follows;

BEGINNING at a point on the division line between lands now or formerly

belonging to Metropolitan Transportation Authority on the north where is intersected by the

division line of lands now or formerly belonging to Robert V. George and lands now or formerly

belonging to Palmer Development LLC; thence running through lands belonging to Metropolitan

Transportation Authority the following courses and distances; N39°50'40"W 32.43 feet,

N54°40'E 35.05 feet, N53°45'E 29.94 feet, N54°07'E 58.69 feet, N53°2l 'E 109.74 feet,

N53°59'E 18.28 feet, N52°17'E 47.91 feet, N52°52'E 25.52 feet, N52°27'E 90.20 feet,

S39°32'E 15.44 feet, S40°53'E 13.21 feet, S52°15'W 13.16 feet, S50°37'W 16.24 feet,

S51°12'W 28.36 feet, S52°50'W 49.52 feet, S54°17'W 26.84 feet, S53°ll 'W 36.90 feet and

S36°49'E 2.32 feet to the northerly line of the lands now or formerly belonging to Pyne X-Ray

Corp.; thence continuing along said northerly line S53°24'20"W 213.55 feet and S53°14'22"W

8.72 feet to lands now or formerly belonging to Robert V. George; thence running along said

lands of George, S53°25'10"W 22.00 feet to THE POINT OR PLACE OF BEGINNING.

Containing an area of 12,576 square feet.

\

t TS ilE ,J/S'/it :tt»NG. DUPLICATION IS A VIOlATION or

APPUCABLf i.AWS,

IN ACCORDANCE WITH TH/'; LX/STING COD£ OF PRAG"TJCE FOR LAND SURVEYS ADOPTED BY TH£ NEW YORK STAT£ ASSOCIATION OF PROF£SSIONAL LAND SURVEYORS.

NOW OR FORMERLY METROPOLITAN

TRANSPORTATION AUTHORITY

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ACCESS EASEMENT IN FAVOR OF ESPOSITO CONTROL No. 470170761

''''"" _., _. t sroRY BRICK BUttDt>t<i 2 STDKt BRICK BUtLOtNG \

NOW OR FORMERLY CoNSTANTINE MONZIDi!.V$

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THIS MAP IS NOT CONSJD£RW TO 8£ VALID UNLESS IT IS MARKED WfTH BOTH THE EMBOSSED St:AL AND ORIGINAL SIGNATURE IN BW£ INK OF THE SURVEYOR WHOSE SIGNATURE APPEARS HEREON.

·Q0 At 1fRATfON OR ADDITION TO A SURVEY MAP

IF UNDERGROUND IMPROVEMEN1S, E'ASEMENTS. OR ENCROACHME:NTS EXIST AND ARE NEJTHER VISIBLE DURING NORMAL F1ELO SURVEY OPERATIONS NOR DESCR/Bfl) IN INSTRUMENTS PROVIDED TO THIS SURVEYOR. THEY MAY NOT BE SHOWN ON THIS MAP AND ARE NOT CERTIFIED.

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SURVEY OF MTA EASEMENT SIJVATEIN

VILLAGE OF LARCHMONT TOWN OF MAMARONECK

WESTCHESTER COUNTY NEW YORK

UNAUrHORIZ£ BEARING A UCENS[D LAND SUfNEYOR'S SEAL IS A VIOLATfON OF SEC110N 7209, SUB·-011115/0N 2, OF THE NEW YORK STAT£ F:OIJCATfON LAW.

PREPA.RbDBY:

THIS PROPERTY MAY BE' AFFFCT£0 8Y INSTRUMENTS WHICH HAVE NOT BEEN PROVIOEO TO THIS SUINEYOR. USERS OF THIS MAP SHOUt.D V£RIF'f TITLE WITH THEIR ATTORNEY OR A QUAJ..IFI£0 TITLE EXAMINER.

SCALE: 1'•30' QUE: AIJGIJST 10, 1013

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