Mayor & Board of Trustees

SPECIAL MEETING AGENDA TUESDAY JANUARY 25, 2022 BOARD OF TRUSTEES VILLAGE OF BRIARCLIFF MANOR SPECIAL MEETING – 7:30 PM VIA ZOOM The meeting will be via Zoom only. Written comments can be submitted to BOT@briarcliffmanor.org. For those members of the public interested in viewing and/or participating in the meeting remotely, visit https://www.briarcliffmanor.org/mayor-board-trustees/events/28216 Pledge of Allegiance Public Comments 1. Authorize Village Manager to Execute Agreements: The Club NEXT REGULAR BOARD OF TRUSTEES MEETING – TUESDAY, FEBRUARY 1, 2022  VILLAGE OF BRIARCLIFF MANOR BOARD OF TRUSTEES SPECIAL MEETING AGENDA JANUARY 25, 2022 1. AUTHORIZE VILLAGE MANAGER TO EXECUTE AGREEMENTS WITH SHI-III BRIARCLIFF REIT, LLC - “THE CLUB” Whereas, the Second Modification of the Third Amended and Restated Special Permit and Tree Removal Permit for Briarcliff Manor Investors LLC and Integrated Development Group LLC (now SHI-III BRIARCLIFF REIT, LLC,) was adopted on November 24, 2014 (the “Resolution”); and Whereas, in accordance with its approvals for development of the Property, the owner thereof, SHI-III BRIARCLIFF REIT, LLC, installed a stealth monopole on the Property; and Whereas, in consideration of the various conditions, obligations and agreements set forth in the above said Resolution, the Village is willing to proceed as set forth herein; and Now Therefore, Be It Resolved by the Village of Briarcliff Manor Board of Trustees that the Village Manager is hereby authorized to execute the following documents and related recording forms as needed, subject to immaterial changes in the reasonable discretion of the Village Manager and Village Counsel: 1. First Amendment to Water Main and Sanitary Sewer Facilities 2. Amended Access Easement 3. Bill of Sale, Assignment and Assumption for Stealth Monopole 4. Deed conveying former Water Tank Parcel  FIRST AMENDMENT TO WATER MAIN AND SANITARY SEWER FACILITIES EASEMENT THIS First Amendment to Water Main and Sanitary Sewer Facilities Easement Agreement (the “Amended Utility Easement”) is made as of the day of ______________ 2022, by and between SHI-III BRIARCLIFF REIT, LLC, a Delaware limited liability company, having an address at c/o SL Briarcliff Manor JV Investors LLC, 303 East Wacker Drive, Suite 2400, Chicago, Illinois 60601 (“Owner”) and the Village of Briarcliff Manor, a municipal corporation established under the laws of the State of New York, with offices at 1111 Pleasantville Road, Briarcliff Manor, New York (the “Village”). W I T N E S S E T H: WHEREAS, Owner is the owner of record of certain real property commonly known as 25 Scarborough Road, Briarcliff Manor, New York that was conveyed to it on October 21, 2016 by Briarcliff Manor Investors, LLC, pursuant to a Deed recorded in the Westchester County Clerk's Office, Division of Land Records on November 4, 2016 and indexed at Control No. 562383503, and which is more particularly described on Exhibit A annexed hereto and made a part hereof (the “Property”); and WHEREAS, the Property is designated on the official tax assessment map of the Town of Ossining, County of Westchester and State of New York as Section 98.13, Block 1, Lots 13, 14, 15, 19 and Section 98.09, Block 1, Lot 29; and WHEREAS, the Board of Trustees of the Village previously adopted certain resolutions authorizing the development of a Senior Care Community on the Property which is also referred to in the resolutions as the “Project”, including construction of certain Public Infrastructure Improvements on the Property which are required as part of the Village’s municipal water distribution system and sanitary sewer system respectively and which are part of the “Public Infrastructure Improvements” as defined and described in the resolutions; and WHEREAS, to facilitate the installation of such Public Infrastructure Improvements, the Village and Owner’s predecessor-in-interest, Briarcliff Manor Investors, LLC, entered into a “Water Main and Sanitary Sewer Facilities Easement Agreement”, dated as of November 29, 2014, which was recorded in the Westchester County Clerk's Office, Division of Land Records on February 18, 2015, and indexed at Control No. 543223674 (the “Easement Agreement”); and WHEREAS, the Easement Agreement established, among other things, (i) a temporary construction easement for the purpose of installing and constructing the Public Infrastructure Improvements, and (ii) a perpetual easement for the purpose of maintaining, reconstructing, repairing or replacing said Public Infrastructure Improvements, (collectively, the “Utility Easement”) with the right to enter upon that portion of the Property which is more particularly described in Exhibit B therein (the “Easement Area”), for such purposes; and {01193272.doc.3}1  WHEREAS, the Easement Agreement provides: “that if any portion of the water main facilities and sanitary sewer facilities are installed outside of the Easement Area, the parties shall execute and file an amendment of this Easement Agreement to provide for an amended description of the Easement Area revised in accordance with an as-built survey to be prepared by the Village, except to the extent same is inconsistent with the site plan and which may otherwise interfere with the installation or construction of any approved BMI [i.e., Owner] facilities other than sidewalks and other paved areas”; and WHEREAS, portions of the Public Infrastructure Improvements (i.e., portions of the water main facilities and sanitary sewer facilities) were installed consistent with the site plan but outside of the Easement Area; and WHEREAS, the parties hereto wish to amend the Utility Easement and Easement Agreement in order to accurately establish by metes & bounds that portion of the Property in which the Public Infrastructure Improvements are situated and the area of the Property that will be subject to maintenance, reconstruction, repair and replacement of Public Infrastructure Improvements (hereinafter, the “Amended Easement Area”); and NOW, THEREFORE, in consideration of the sum of TEN ($10.00) DOLLARS and other good and valuable consideration, each to the other in hand paid, receipt of which is hereby acknowledged, Owner for itself, its successors and assigns grants to the Village, its successors, assigns, employees, agents and authorized representatives, and the Village, its successors, assigns, employees, agents and authorized representatives accept the Amended Easement Area. The Amended Easement Area shall be subject to: (i) a temporary construction easement for the purpose of installing and constructing the Public Infrastructure Improvements, and (ii) a perpetual easement for the purpose of maintaining, reconstructing, repairing or replacing said Public Infrastructure Improvements, both with the right to enter upon the Amended Easement Area for said purposes, subject to the terms and conditions hereinafter provided; and IT IS FURTHER UNDERSTOOD AND AGREED by and between the parties hereto that all work to be performed by the Village under the temporary easement herein granted shall be coordinated with Owner’s own work on the site as the parties may mutually agree, provided that Owner’s work does not materially interfere with the Village’s work hereunder; and IT IS FURTHER UNDERSTOOD AND AGREED by and between the parties hereto, that in connection with the perpetual easement herein granted, the Village may enter upon the Amended Easement Area for such purposes at reasonable times during normal business hours of SHI-III’s operation (except in an emergency). In exercising its rights under the perpetual easement herein granted, the Village agrees not to unreasonably disturb or interfere with the Project, its residents, guests, employees, agents, and others on the Property to the extent practicable. The Village further agrees, at its sole cost and expense, to restore any disturbed surface area of the Property to the same condition that it was prior to the performance by the Village of any work performed pursuant to the perpetual easement herein granted, to the greatest {01193272.doc.3}2 extent practicable. Notwithstanding the foregoing sentence, it is expressly understood that it may be necessary to remove as part of such work many, or possibly all of the trees, shrubs and bushes presently, or which may in the future be located within the Amended Easement Area. It is agreed to and consented to by Owner that the sole obligation of the Village in restoring the Amended Easement Area or the Property disturbed by the work performed under the perpetual easement herein granted is to rough grade and seed the surface of said area, or, if such area is within the roadways or paved parking areas as shown on the final site plan approved for the Project, to pave same with bituminous pavement to match existing pavement, provided that the Village shall not, through any resolution, or any other decision issued by any Village-related entity, otherwise require Owner to provide any landscaping in such areas thereby disturbed. If any such requirement for landscaping is required by any Village-related entity, now or in the future, the Village shall be responsible for such landscaping being restored. Otherwise, the Village shall not be responsible for restoration of any other materials, including, without limitation, curbing, stone, brick, block or concrete, or any appurtenances, sidewalks, planters, decorative fixtures, or irrigation or drainage facilities, lighting and associated wiring and appurtenances. All restoration and other work to be performed hereunder shall be performed to the reasonable satisfaction of and in the reasonable discretion of the Village Engineer except with respect to the Recreation Parcel for which restoration shall remain the Village’s sole responsibility. Any dispute as to such restoration shall be submitted promptly to arbitration pursuant to the Rules of the American Arbitration Association; and IT IS FURTHER UNDERSTOOD AND AGREED that except as set forth herein or as otherwise shown on the final site plan approved for the Project (as it may from time-to-time be amended), and except for any portion of the Public Infrastructure Improvements heretofore installed or constructed by the Village, no building or structure of any kind shall be erected over the Amended Easement Area. Paving for roads, parking lots, driveways, and sidewalks over the Amended Easement Area shall be permitted as shown in the final site plan approved for the Project (and any Village-approved amendment thereof). Paving over the Amended Easement Area that is not shown on the final site plan approved for the Project (and any Village-approved amendment thereof) shall also be permitted if approved by the Village Engineer, or other Village-related entity having jurisdiction thereof, which approval shall not be unreasonably withheld or delayed; and IT IS FURTHER UNDERSTOOD AND AGREED that the Village shall indemnify and hold Owner, its predecessors-in-interest, as well as its successors and assigns, harmless from and against any penalties, demands, damages, liabilities, actions, claims, and expenses (including reasonable attorneys’ fees and disbursements) in connection with the loss of life, personal injury, and/or damage to property arising from, or out of the exercise of rights under this Amended Easement Agreement by the Village and its agents, guests, invitees, representatives, contractors, subcontractors, service providers, employees, and licensees or occasioned wholly or in part by any act or omission of the Village and/or its agents, guests, invitees, representatives, contractors, subcontractors, service providers, employees, and licensee; and IT IS FURTHER UNDERSTOOD AND AGREED that as a condition to this Amended Easement Agreement, the Village shall, at its sole cost and expense, at all times maintain in full force and effect Workers’ Compensation and Public Liability insurance and any {01193272.doc.3}3 insurance as may otherwise be required by law, rules or regulations, with companies authorized to do business in the State of New York naming Owner as an additional insured with the Public Liability insurance written on an occurrence basis and with a single combined limit of at least One Million ($1,000,000.00) Dollars and Two Million ($2,000,000.00) Dollars in the aggregate; and IT IS FURTHER UNDERSTOOD AND AGREED that this Amended Easement Agreement shall become effective immediately; and IT IS FURTHER UNDERSTOOD AND AGREED, that the Village does hereby abandon any existing water main facilities and sanitary sewer facilities that are no longer in use and situated within the Property, and the Village hereby releases any portion of the Easement Area affected by such abandoned utility facilities which portion of the Easement Area may not otherwise be described herein in the Amended Easement Area; and IT IS FURTHER UNDERSTOOD AND AGREED that if any portion of the Public Infrastructure Improvements are installed outside of the Amended Easement Area, the parties shall execute and file a further amendment of this Amended Easement Agreement to provide for an amended description of the Amended Easement Area revised in accordance with an as-built survey to be prepared by the Village, except to the extent same is inconsistent with the site plan, as it may be amended from time-to-time, and which may otherwise interfere with the installation or construction of any approved Owner facilities other than sidewalks and other paved areas; and IT IS FURTHER UNDERSTOOD AND AGREED that except as modified by this Amended Easement Agreement, the Easement Agreement remains in full force and effect. IN WITNESS WHEREOF, the undersigned have executed this instrument intending that the same be recorded in the Office of the Clerk of the County of Westchester, Division of Land Records, as of the date first above written. [Balance of page intentionally left blank] {01193272.doc.3}4  SHI-III BRIARCLIFF REIT, LLC a Delaware limited liability company By: SHI-III Briarcliff JV Company, LLC, a Delaware limited liability company, its Manager By: SL Briarcliff Manor JV Investors, LLC, an Illinois limited liability company, its Manager By: Stephen J. Levy, Manager VILLAGE OF BRIARCLIFF MANOR By: Joshua Ringel, Village Manager STATE OF ) COUNTY OF ) ss.: On the _____ day of ______________, in the year 2022, before me, the undersigned, personally appeared Stephen J. Levy, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. ______________________________________________ Signature and office of individual taking acknowledgment STATE OF NEW YORK ) COUNTY OF WESTCHESTER ) ss.: On the _____ day of ___________, in the year 2022, before me, the undersigned, a Notary Public in and for said State, personally appeared Joshua Ringel, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is(are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. ____________________ Notary Public {01193272.doc.3}5  EXHIBIT A The Property ALL THAT CERTAIN PLOT, PIECE OR PARCEL OF LAND, with the buildings and improvements thereon erected, situate, lying and being in the Village of Briarcliff Manor, Town of Ossining, County of Westchester, and State of New York bounded and described as follows: BEGINNING at a point on the northeasterly side of Scarborough Road where the same is intersected by the southeasterly line of Lot No. 51 as shown on a certain map entitled "Map of Kidderminster, situate in the Village of Briarcliff Manor, Westchester County, New York, property of Chauncey Depew Steele" filed in the Westchester County Clerk's Office (Division of Land Records) on March 25, 1930, as Map No. 3574; RUNNING THENCE: 1. North 35° 04' 20" East 159.99 feet; 2. North 15° 34' 00" West 35.00 feet; 3. North 86° 54' 30" West 103.00 feet; 4. South 72° 12' 20" West 36.96 feet; and 5. North 86° 34' 30" West 40.00 feet; 6. North 18° 54' 10" East 153.36 feet; 7. In a westerly-direction along a curve to the right having a chord direction of North 78° 37' 14" West and a radius of 675 .00 feet, an arc distance of 4.95 feet; 8. North 07° 49' 00" West 250.36 feet; 9. North 01° 33' 50" East 70.53 feet; 10. North 81° 23' 00" West 151.94 feet; 11. North 68° 30' 00" West 75.00 feet to a point of curve; 12. Along a curve to the right having a radius of 224.06 feet, an arc distance of 105.59 feet; 13. North 41° 30' 00" West 26.35 feet; 14. Along a curve to the right having a radius of 1,392 feet, an arc distance of 66.05 feet and a chord direction of North 00°28'05" West; 15. North 15° 22' 06" West 81.76 feet; 16. North 01° 46' 16" West 57.43 feet; 17. North 22° 15' 20" East 70.18 feet; 18. North 50° 14' 15" East 22.14 feet; 19. North 34° 35' 43" East 463.32 feet; 20. North 37° 10' 30" East 40.00 feet; 21. In a southeasterly direction along a curve to the right having a chord direction of South 47° 04' 55" East radius of 390.00 feet, an arc distance of 78.18 feet; 22. North 24° 48' 50" East 117.32 feet to the southerly line of land now or formerly of Yeager; THENCE along the southerly and easterly line of lands now or formerly of Yeager, Burruss, and Pastore, the following six courses and distances: 1. South 65° 17' 30" East'2.47 feet; 2. North 45° 32' 10" East 223.65 feet; 3. North 25° 20' 20" East 242.57 feet; {01193272.doc.3}6 4. North 09° 16' 40" West 28.00 feet; 5. North 09° 08' 50" West 61.92 feet; and 6. North 19° 38' 10" West 68.50 feet to the southeasterly side of Central Drive; THENCE along the southeasterly side of Central Drive the following nine courses and distances: 1. North 62° 43' 00" East 82.45 feet; 2. North 56° 57' 00" East 61.30 feet; 3. North 51° 22' 00" East 96.00 feet; 4. North 44° 56' 00" East 104.85 feet; 5. North 36° 56' 00" East 73.06 feet; 6. North 25° 37' 10" East 399.95 feet; 7. North 65° 29' 3.0" West 16.83 feet; 8. North 34° 24' 30" East 37.69 feet; 9. Northerly on a curve to the left having a radius of 350.0 feet an arc distance of 21.59 feet and a chord direction of North 32°37'51" East to a point on the southerly line of the property shown on the subdivision map entitled Braeview filed in Westchester County on August 10, 1994 as Map No. 25237; THENCE along the southerly line of the property shown on the subdivision map entitled Braeview South 65° 29' 30" East 392.46 feet; THENCE along a portion of the easterly line of the Braeview Subdivision and the westerly and southerly line of Lands now or formerly of Hammond the following two courses and distances: 1. South 25° 19' 50" West 252.84 feet; 2. South 64° 40' 10" East 33.00 feet to the westerly line of land now or formerly of Hertz; THENCE along the westerly line of lands now or formerly of Hertz and the westerly and southerly Line of lands now or formerly of Pierce the following two courses and distances: 1. South 25° 19' 50" West 430.00 feet; 2. South 64° 40' 10" East 361.18 feet to the westerly side of Lodge Road; THENCE along the westerly side of Lodge Road, North 25° 19' 50" East 75.00 feet to a point; THENCE crossing Lodge Road and then along the line of the following filed subdivisions: Lodge Manor (Map No. 13999), Petro Acres (Map 17768), Section No 3 Laurel Hill Estates (Map No. 21397); Section No. 2 Laurel Hill Estates (Map No. 21253); and Section No. I Laurel Hill Estates (Map No. 16260), the following thirteen courses and distances: 1. South 64° 40' 10" East 200.00 feet; 2. South 21° 31' 00" West 483.60 feet; 3. South 50° 29' 40" West 114.34 feet; 4. South 00° 31' 00" West 111.01 feet; 5. South 15° 20' 30" West 117.18 feet; 6. South 21° 54' 30" West 297.48 feet; 7. South 24° 42' 40" West 229.81 feet; 8. South 31° 23'.30" West 263.80 feet; 9. South 24° 45' 00" West 155.26 feet; {01193272.doc.3}7 10. South 31° 36' 30" West 91.59 feet; 11. South 43° 32' 50" West 251.10 feet; 12. South 53° 48' 00" West 98.40 feet to a point on a curve. 13. Along a curve to the left having a radius of 78.00 feet, a central angle 102° 21' 40" and arc distance of 139.35 feet to the northeasterly side of Scarborough Road; THENCE along the said northeasterly side of Scarborough Road the following two courses and distances: 1. North 48° 33' 50" West 246.60 feet; 2. North 54° 39' 40" West 220.66 feet to the point or place of BEGINNING. EXCEPTING therefrom the following described Parcel: A 52 foot by 52 foot square parcel conveyed by The King's College to the Village of Briarcliff Manor by Deed dated 12/5/63, recorded 5/28/64 in Liber 6405 page 448 bounded and described as follows: ALL that parcel of land situate, lying and being in the Village of Briarcliff Manor, Town of Ossining, County of Westchester, and State of New York, bounded and described as follows: BEGINNING at a point which is identified as follows: STARTING at a point which is South 68° 21' West 43.58 feet from the Southwest corner of a reservoir near the building known as the Briarcliff Lodge, and South 8° 31' West 36.10 feet from the southwest corner of the dining room of the said Briarcliff Lodge and; RUNNING THENCE South 21° 18' 00" West 15 feet to the center line of an existing 8 foot easement; THENCE along same South 78° 51' 00" East 9.77 feet (9.81 feet actual) to the center line of a new 15 foot easement; THENCE RUNNING along same South 11° 09' 00" West 28.93 feet to the point of beginning of the parcel about to be described. THENCE RUNNING from said point of beginning, South 78° 51' 00" East 26 feet to a stake at the northeasterly corner of the parcel being herein described; THENCE RUNNING along the easterly line of said parcel, South 11 ° 09' 00" West 52 feet to a stake at the southeast corner of said parcel; THENCE RUNNING North 78° 51' 00" West 52 feet to a stake at the southwest corner of said parcel; THENCE RUNNING North 11 ° 09' 00" East 52 feet to a stake at the northwest corner of said parcel; THENCE RUNNING along the northerly line of said parcel, South 78° 51' 00" East 26 feet to the point of BEGINNING. {01193272.doc.3}8  EXHIBIT B Water and Sewer Easement Portion A ALL that certain plot, piece or parcel of land situate, lying and being in the Village of Briarcliff Manor, Town of Ossining, County of Westchester and State of New York being more specifically described as follows: BEGINNING at a point in the northeasterly line of Scarborough Road said point being located S 54° 39' 40" E 220.66 feet and S 48° 33' 50" E 52.96 feet from a point in the said northeasterly line of Scarborough Road at the division line between lands now or formerly of Chaudhry on the west and lands of the grantor herein on the east; thence from said point of beginning through lands of the grantor herein on the west the following bearings and distances: N 04° 48' 40" W 36.22 feet, N 40° 11' 20" E 108.60 feet, N 04° 48' 40" W 64.60 feet, N 15° 41' 56" W 7.17 feet, N 27° 07' 15" W 11.75 feet, N 40° 46' 59" W 64.54 feet, N 50° 14' 58" E 30.44 feet, N 39° 47' 20" W 3.99 feet and N 50° 13' 00" E 11.65 feet, to a point in the southwesterly line of Portion B of the herein described easement; thence along same S 39° 45' 02" E 24.00 feet to a point; thence through lands of the grantor herein S 50° 14' 58" W 21.72 feet, S 40° 46' 59" E 46.57 feet, S 27° 07' 15" E 16.15 feet, S 15° 41' 56" E 11.07 feet, S 04° 48' 40" E 74.79 feet, S 40° 11' 20" W 108.60 feet, S 04° 48' 40" E 25.51 feet, S 49° 47' 30" E 32.36 feet, S 04° 47' 30" E 10.37 feet and S 40° 12' 30" W 9.65 to a point in said northeasterly line of Scarborough Road; thence along same N 48° 33' 50" W 52.13 feet to the point and place of beginning. Portion B ALL that certain plot, piece or parcel of land situate, lying and being in the Village of Briarcliff Manor, Town of Ossining, County of Westchester and State of New York being more specifically described as follows: BEGINNING at a point in the northeasterly line of Scarborough Road said point being located S 59° 39' 40" E 220.66 feet and S 48° 33' 50" E 116.92 feet from a point in said northeasterly line of Scarborough Road at the division line between lands now or formerly of Chaudhry on the west and lands of the grantor herein on the east; thence from said point of beginning through lands of the grantor herein the following bearings and distances: N 43° 27' 50" E 151.27 feet, N 01° 32' 10" W 10.49 feet, N 29° 04' 36" W 95.13 feet, N 12° 47' 10" W 41.35 feet, N 01° 01' 03" W 39.66 feet, N 53° 04' 01" W 33.58 feet and S 89° 44' 14" W 11.48 feet to a point at the northerly terminus of Portion A of the herein described easement; thence along same N 39° 45' 02" W 24.00 feet to a point; thence through lands of the grantor herein the following bearings and distances: N 39° 45' 01" W 40.50 feet, N 50° 14' 59" E 8.95 feet and N 12° 42' 42" W 0.44 feet to a point at the southerly terminus of Portion G of the herein described easement; thence along same N 78° 04' 34" E 20.00 feet to a point; thence continuing through lands of the grantor herein the following bearings and distances: S 82° 53' 07" E 12.90 feet, S 56° 15' 09" E 99.61 feet, S 04°10’33” E 107.74 feet, S 29°30’21” E 18.60 feet, N 60°29’39” E 5.55 feet, S 29°30’21” E 20.00 feet, S 60°29’39” W 5.55 feet, S 29°30’21” E 36.24 feet, S 29°30’21” E 22.69 feet, S {01193272.doc.3}9 29°30’21” E 5.80 feet and S 43°27’50” E 180.38 feet to a point in said northeasterly line of Scarborough Road; thence along same N 48° 33' 50" W 33.02 feet to the point and place of beginning. Portion C ALL that certain plot, piece or parcel of land situate, lying and being in the Village of Briarcliff Manor, Town of Ossining, County of Westchester and State of New York being more specifically described as follows: BEGINNING at a point in the division line between lands as shown on a map entitled "Section No. 2; Subdivision of Property...known as Laurel Hill Estates, etc." filed with the office of the Westchester County Clerk on June 28, 1983 as map no. 21253 and lands of the grantor herein, said point being located S 15° 20' 30" W 86.99 feet and S 21° 54' 30" W 218.50 feet from a point in said division line at the southwesterly corner of lands as shown on a map entitled "Section No. 3; Subdivision of Property...known as Laurel Hill Estates, etc." filed with the office of the Westchester County Clerk on December 6, 1983 as map no. 21397; thence from said point of beginning the following bearings and distances: S 21° 54' 30" W 56.38 feet, N 73° 40' 49" W 14.56 feet, S 24° 00' 38" W 33.12 feet, S 65° 59' 22" E 10.20 feet, S 24° 00' 38" W 20.00 feet, N 65° 59' 22" W 10.20 feet, S 24° 00' 38" W 200.26 feet, S 35° 15' 38" W 180.59 feet, S 63° 44' 22" E 10.50 feet, S 26° 15' 38" W 20.00 feet, N 63° 44' 22" W 10.93 feet, S 26° 15' 38" W 18.21 feet, S 21° 15' 38" W 51.28 feet, S 23° 16' 53" W 63.71 feet, S 23° 13' 43" W 42.46 feet, S 28° 15' 38" W 45.72 feet, S 33° 15' 38" W 82.98 feet, S 38° 15' 38" W 115.52 feet, S 43° 39' 08" W 80.32 feet, S 66° 09' 08" W 55.20 feet and S 88° 39' 08" W 20.34 feet to a point in the northerly line of Portion B of the herein described easement; thence along same N 29° 30' 21" W 22.68 feet to a point; thence continuing through lands of the grantor herein the following bearings and distances: N 88° 39' 08" W 27.07, N 66° 09' 08" E 47.25 feet, N 43° 39' 08" E 75.40 feet, N 38° 15' 38" E 113.70 feet, N 33° 15' 38" E 81.23 feet, N 28° 15' 38" E 43.97 feet, N 23° 13' 43" E 41.59 feet, N 23° 16' 53" E 63.38 feet, N 21° 15' 38" E 51.80 feet, N 26° 15' 38" E 37.94 feet, N 35° 15' 38" E 182.94 feet, N 24° 00' 38" E 248.56 feet, N 74° 35' 26" W 92.06 feet, N 70° 01' 26" W 27.26, N 30° 18' 26" E 23.00, S 70° 01' 26" E 26.34 feet, S 74° 35' 26" E 94.63 feet, N 24° 00' 38" E 13.32 feet, N 69° 00' 38" E 17.09 feet, S 65° 59' 22" E 0.73 feet, N 21° 54' 30" E 11.77 feet and S 68° 05' 30" E 20.00 feet to the point and place of beginning. There is no Portion D There is no Portion E Portion F ALL that certain plot, piece or parcel of land situate, lying and being in the Village of Briarcliff Manor, Town of Ossining, County of Westchester and State of New York being more specifically described as follows: BEGINNING at a point located in the easterly line of Central Drive said point being located the following courses from the southwesterly corner of lands as shown on a map entitled "Subdivision of Braeview, etc." filed with the office of the Westchester County Clerk on August 10, 1994 as map no. 25237 along a curve to the left having a radius of 350.00 feet a central angle {01193272.doc.3}10 of 03° 32' 01' a distance of 21.59 feet, S 34° 24' 30" W 37.69 feet, S 65° 29'30" E 16.83 feet and S 25° 37' 10" W 151.54 feet: thence from said point of beginning through lands of the grantor herein the following bearings and distances: S 66° 35' 47" E 188.85 feet, S 26° 47' 58" E 33.67 feet, N 64° 24' 28" E 30.66 feet, N 30° 02' 38" E 15.36 feet, S 59° 57' 22" E 20.00 feet, S 30° 02' 38" W 21.54 feet, S 64° 24' 28" W 36.42 feet, S 26° 47' 58" E 20.89 feet, S 21° 47' 58" E 6.58 feet, S 23° 12' 02" W 174.75 feet, S 12° 21' 45" W 17.38 feet, S 10° 08' 15" E 13.22 feet, N 79° 51' 45" E 10.33 feet, S 09° 32' 00" E 20.55 feet, S 79° 51' 45" W 10.11 feet, S 10° 08' 15" E 138.83 feet, S 05° 43' 09" W 96.69 feet, S 24° 10' 27" W 268.62 feet, S 51° 06' 13" E 9.88 feet, S 38° 53' 47" W 20.00 feet, N 51° 06' 13" W 8.10 feet, S 38° 53' 32" W 101.31 feet, S 41° 22' 28" W 36.08 feet, S 46° 22' 28" W 36.87 feet, S 51° 22' 28" W 32.85 feet, S 38° 37' 32" E 13.21 feet, S 51° 22' 28" W 20.00 feet, N 38° 37' 32" W 13.21 feet, S 51° 22' 28" W 4.43 feet, S 09° 54' 48" W 57.55 feet, S 12° 33' 55" E 98.87 feet, N 77° 26' 05" E 13.20 feet, S 12° 33' 55" E 20.00 feet, S 77° 26' 05" W 13.45 feet, S 09° 01' 14" W 121.09 feet, S 20° 16' 14" W 107.69 feet, S 42° 46' 14" W 55.10 feet, S 47° 13' 46" E 8.95 feet, S 42° 46' 14" W 20.00 feet, N 47° 13' 46" W 8.95 feet, S 42° 46' 14" W 113.28 feet, S 31° 31' 14" W 171.38 feet, S 16° 29' 31" W 5.42 feet, S 73° 30' 29" E 16.43 feet, S 16° 29' 31" W 20.00 feet, N 73° 30' 29" W 16.43 feet, S 16° 29' 31" W 51.50 feet, S 08° 12' 52" W 18.86 feet, S 18° 50' 12" E 126.48 feet, S 30° 05' 12" E 104.43 feet, S 11° 29' 36" W 35.32 feet and S 56° 37' 06" W 170.71 feet to a point in the northerly line of Portion G of the herein described easement; thence along same N 33° 27' 12" W 20.00 feet to a point; thence through lands of the grantor herein the following bearings and distances: N 56° 37' 06" E 162.43 feet, N 11° 29' 36" E 19.42 feet, N 30° 05' 12" W 46.31 feet, S 59° 54' 48" W 18.81 feet, N 30° 05' 12" W 20.00 feet, N 59° 54' 48" E 18.81 feet, N 30° 05' 12" W 32.50 feet, N 18° 50' 12" W 133.26 feet, N 08° 12' 52" E 25.12 feet, N 16° 29' 31" E 81.01 feet, N 31° 31' 14" E 60.51 feet, N 58° 28' 46" W 49.06 feet, N 31° 31' 14" E 20.00 feet, S 58° 28' 46" E 49.06 feet, N 31° 31' 14" E 95.47 feet, N 42° 46' 14" E 186.37 feet, N 20° 16' 14" E 101.75 feet, N 09° 01' 14" E 115.98 feet, N 12° 33' 55" W 118.41 feet, N 09° 54' 48" E 69.09 feet, N 51° 22' 28" E 63.97 feet, N 46° 22' 28" E 35.13 feet, N 41° 22' 28" E 34.77 feet and N 38° 53' 32" E 111.53 feet, N 24° 10' 27" E 269.77 feet, N 05° 43' 09" E 90.66 feet, N 10° 08' 15" W 68.46 feet, S 79° 51' 45" W 18.40 feet, N 10° 08' 15" W 20.00 feet, N 79° 51' 45" E 18.40 feet, N 10° 08' 15" W 85.34 feet, N 12° 21' 45" E 23.26 feet, N 23° 12' 02" E 168.07 feet, N 26° 47' 58" W 64.07 feet, N 66° 35' 47" W 182.39 feet and N 25° 37' 10" E 20.01 feet, to the point and place of beginning. Portion G ALL that certain plot, piece or parcel of land situate, lying and being in the Village of Briarcliff Manor, Town of Ossining, County of Westchester and State of New York being more specifically described as follows: BEGINNING at a point at the westerly terminus of Portion B of the herein described easement located N 35° 04' 20" E 159.99 feet and N 81° 12' 24" E 152.43 feet from a point in the northeasterly line of Scarborough Road at the division line between lands now or formerly of Chaudhry on the west and lands of the grantor herein on the east; thence from said point of beginning through lands of the grantor herein the following bearings and distances: N 12° 42' 42" W 145.57 feet, N 33° 16' 20" W 182.78 feet, N 46° 08' 38" W 150.08 feet, S 48° 40' 58" W 13.25 feet, N 41° 19' 02" W 20.00 feet, N 48° 40' 58" E 43.61 feet, S 49° 24' 57" E 173.23 feet and S 33° 27' 12" E 81.45 feet to a point in the southerly terminus of Portion F of the herein {01193272.doc.3}11 described easement, thence along same S 33° 27' 12" E 20.00 feet to a point; thence through lands of the grantor herein the following bearings and distances: S 33° 27' 12" E 91.25 feet, S 09° 10' 47" E 159.90 feet, N 82°53’07” W 12.90 feet and S 78° 04' 34" W 20.00 feet to the point and place of beginning. Portion H All that certain plot, piece or parcel of land situate, lying, and being in the Village of Briarcliff Manor, Town of Ossining, County of Westchester and State of New York bounded and described as follows: COMMENCING at a point on the division line between lands as shown on a map entitled “Section No. 3; Subdivision of Property….known as Laurel Hill Estates, etc.” filed in the office of the Westchester County Clerk, on December 6, 1983 as map no. 21397 and lands now or formerly belonging to Briarcliff Manor Investors LLC, said point also being the northwesterly corner of lands as shown on a map entitled “Section No. 2; Subdivision of Property…known as Laurel Hill Estates, etc.” filed with the office of the Westchester County Clerk on June 28, 1983 as map no. 21253; thence from said point of commencement along the aforementioned division line, N15°20'30E 30.19 feet, N00°31'00E 111.01 feet and N50°29'40E 114.34 feet to a concrete monument found; thence turning and running through the lands now or formerly belonging to Briarcliff Manor Investors LLC, N72°07'26”W 134.23 feet to a point on the southwesterly line of a waterline easement filed with the office of the Westchester County Clerk on September 23, 1908 as Liber 1851, Cp. 7, said point being the True Point or Place of Beginning of the herein described waterline easement; thence from said point of beginning continuing through the lands of Briarcliff Manor Investors LLC the following courses and distances: 1) S52°13'44W 12.14 feet; 2) N28°58'26W 22.00 feet; 3) S65°28'54W 130.61 feet; 4) S18°00'34W 366.89 feet; 5) S25°54'30E, 27.31 feet; 6) S18°13'48W 14.49 feet; 7) S25°54'30E 87.94 feet; 8) S19°58'34W 27.73 feet; 9) N70°01'26W 20.00 feet; 10) N19°58'34E 19.27 feet; 11) N25°54'30W 70.48 feet; 12) S64°05'30W 11.09 feet; 13) N25°54'30W 27.31 feet; 14) N64°05'30E 21.00 feet; 15) N25°54'30W 27.26 feet; 16) N18°00'34E 81.71 feet; 17) N71°59'22W 43.00 feet; 18) N18°00'38E 30.00 feet; 19) S71°59'22E 43.00 feet; 20) N18°00'34E 272.31 feet; 21) N65°28'54E 11.36 feet; {01193272.doc.3}12 22) N24°31'06W 14.50 feet; 23) N65°28'54E 20.00 feet; 24) S24°31'06E 14.50 feet; 25) N65°28'54E 118.52 feet; 26) S28°58'26E 39.27 feet to the TRUE POINT OR PLACE OF BEGINNING. Containing 0.360 acres. {01193272.doc.3}13  Mortgagee’s Consent The premises described on Exhibit A are known and described as Section 98.13, Block 1, Lots 13, 14, 15, 19 and Section 98.09, Block 1, Lot 29, on the Tax Map of the Town of Ossining. The undersigned, as holder of a certain mortgage, dated as of March 3, 2017, as amended, and recorded in the office of the County Clerk of Westchester County (Division of Land Records) Control No. 570743598 on the property designated above, in consideration of the sum of One ($1.00) Dollar and other valuable consideration, receipt whereof is hereby acknowledged, hereby consents to the grant of the within easements an rights-of-way and agrees that the lien of such mortgage shall henceforth be subordinate to said easements and rights-of-way. This agreement shall be binding upon the successors and assigns of the undersigned. WELLS FARGO BANK, NATIONAL ASSOCIATION By: _____________________, _______________ (Authorized Signature) (Title) [New York Acknowledgement] STATE OF NEW YORK ) COUNTY OF WESTCHESTER ) ss.: On the _____ day of ___________, in the year 2022, 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(s) whose name(s) is(are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. ____________________ Notary Public [Outside New York Acknowledgment] STATE OF ) COUNTY OF ) ss.: On the _____ day of ______________, in the year 2022, before me, the undersigned, personally appeared Matthew K. Phillips, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. ______________________________________________ Signature and office of individual taking acknowledgment {01193272.doc.3}14 RECORD AND RETURN TO: McCarthy Fingar LLP 711 Westchester Avenue, 4th Floor White Plains, New York 10604 Attn: Daniel Pozin, Esq. {01193272.doc.3}15  AMENDED EASEMENT AGREEMENT THIS AMENDED EASEMENT AGREEMENT, made the ________ day of ___________, 2022, by and between the VILLAGE OF BRIARCLIFF MANOR, a municipal corporation, maintaining its Village Hall at 1111 Pleasantville Road, Briarcliff Manor, New York 10510 (hereinafter referred to as the “Village”) and SHI-III BRIARCLIFF REIT, LLC, a Delaware limited liability company with offices at c/o SL Briarcliff Manor JV Investors LLC, 303 East Wacker Drive, Suite 2400, Chicago, Illinois 60601 (hereinafter referred to as “Owner”). WHEREAS, Owner is the owner of certain premises known as 25 Scarborough Road, Briarcliff Manor, New York which is designated on the official tax assessment map of the Town of Ossining, County of Westchester and State of New York as Section 98.13, Block 1, Lots 13, 14, 15, 19 and Section 98.09, Block 1, Lot 29, and which is more particularly described on Exhibit A attached hereto (hereinafter referred to as the “Property”); and WHEREAS, the Village owns a parcel of property with dimensions of approximately 52 feet by 52 feet and designated on the Village tax map as Section 4, Plate 18, Block 11, Lot p/o 2, (the “Tank Site”) on which a water storage tank and related facilities (collectively, the “Water Tank”) formerly existed, which Tank Site is situate and located within the confines of the Property and was acquired by the Village by deed recorded in the Westchester County Clerk’s office at Liber 6405 at page 448; and WHEREAS, over the years, the Water Tank and Tank Site have accommodated the Village’s wireless communications antennas and related equipment and facilities, wireless communications antennas and related facilities of other municipal entities and private wireless telecommunications companies as same have been supplemented and upgraded from time to time (collectively, the “Communications Facilities”); and WHEREAS since the construction of the Water Tank on the Tank Site, the Village, has gained access to the Tank Site for inspection, maintenance, reconstruction, and repair of the Water Tank and the Village’s Communications Facilities, by using and traversing the existing roadway network on the Property; and WHEREAS, by agreement dated February 26, 1999, and recorded in the Office of the Westchester County Clerk, Division of Land Records on April 21, 1999 at Liber 12277, page 75, the Village and Owner’s predecessor in interest Blue Lake Properties, L.P. confirmed and provided for an easement to the Village and, by assignment, the Village Lessees, and such other parties maintaining, repairing, replacing Communications Facilities on or about the Tank Site, for access to the Tank Site for access to and the operation, construction, maintenance, repair, replacement and inspection of their respective Communications Facilities (the “Easement Agreement”); and WHEREAS, the Village has entered into lease agreements with (i) New York SMSA Limited Partnership d/b/a Verizon Wireless, (ii) T-Mobile Northeast LLC as successor in interest to Omnipoint Communications, Inc., and (iii) Cingular Wireless PCS, LLC (collectively the “Village Lessees”) which authorize the Village Lessees to install their Communications Facilities on and about the Water Tank and Tank Site; and {01198602.docx.5}1 5077479.v3  WHEREAS, by resolution filed with the Village Clerk on November 7, 2008, the Village Board of Trustees granted to Owner’s subsequent predecessors in interest, Briarcliff Manor Investors LLC and Integrated Development Group LLC, a Third Amended and Restated Special Permit and Tree Removal Permit approval relative to the Property, as same has been amended from time to time (the “Resolution”) providing for, among other things, the following (collectively, the “Resolution Obligations”): ➢ The installation by Owner at its sole cost and expense of a stealth monopole, designed to appear as an approximately 160-foot tall evergreen tree (the “Stealth Monopole”) on an approximately 2,340 square foot parcel of land roughly adjacent to the Tank Site, which parcel together with the Tank Site comprise the “Stealth Monopole Parcel”, same being more particularly described on Exhibit B annexed hereto, ➢ The relocation by Owner at its sole cost and expense, of the Communications Facilities, and such replacement facilities as deemed necessary by the Owners thereof, to the Stealth Monopole and on and about the Stealth Monopole Parcel, ➢ The Village’s conveyance of the Tank Parcel in fee to the Owner, ➢ The conveyance by Owner to the Village of the Stealth Monopole upon completion of the relocation/installation of the Communications Facilities thereto, together with a non-exclusive easement of access in perpetuity for the benefit of the Village, the Village Lessees, and such other entities for installation, operation, maintenance, repair, reconstruction, replacement and inspection of (i) the Stealth Monopole, and the Communications Facilities as same may be located on the Stealth Monopole and on or about the Stealth Monopole Parcel, as same may upgraded from time to time, ➢ Execution by the Village and Owner of a permanent easement for access to and the use of the Stealth Monopole as located within the Stealth Monopole Parcel, and ➢ The demolition of the Water Tank by Owner at its sole cost and expense; and WHEREAS, there currently exists on the Property poles and overhead and underground wires extending from Lodge Road which provide electrical power, telephone service and data connection to the Communications Facilities; and WHEREAS, the Village and owners of the Communications Facilities require continued electrical power, telephone service and data connection at the Stealth Monopole Parcel; and WHEREAS, the Communications Facilities require natural gas service at the Stealth Monopole Parcel; and WHEREAS, in furtherance of the Resolution Obligations, the parties hereto wish to amend {01198602.docx.5}2 5077479.v3 the Easement Agreement in accordance herewith. NOW, THEREFORE, in consideration of the mutual promises herein, and the above premises, and for other good and valuable consideration, the parties hereby acknowledge and agree as follows: 1. Village hereby acknowledges and accepts Owner’s performance and completion of those Resolution Obligations expressly set forth above including without limitation the demolition of the Water Tank, and without any implication that Owner has not otherwise performed or completed other Resolution Obligations. 2. Owner hereby delivers, conveys and grants in perpetuity to the Village, its employees, contractors, agents, successors, and assigns, including but not limited to the owners and operators of the Communications Facilities, and their employees, contractors, agents, successors and assigns (collectively, the “Grantees”), a permanent, non-exclusive easement for ingress and egress on and over existing roadways, driveways, walkways, parking areas, and other paved portions of the Property and over the Stealth Monopole Parcel, as same are shown on the survey dated September 10, 2021, as prepared by Insite Engineering, Surveying & Landscape Architecture, P.C., a copy of which is annexed hereto as Exhibit C, for the purpose of accessing the Stealth Monopole and the Stealth Monopole Parcel with equipment and personnel as necessary to install, operate, maintain, repair, reconstruct, replace and inspect the Stealth Monopole, and the Communications Facilities as are or may become located on the Stealth Monopole and/or the Stealth Monopole Parcel, including the right of the Grantees to add additional Communications Facilities as the Village shall deemed appropriate in its sole and absolute discretion (the “Access and Utility Easement”) and same shall not result in the termination of this Access and Utility Easement regardless of whether same might otherwise obviate the need for a Stealth Monopole. Any such work performed by or on behalf of the Grantees on the Stealth Monopole or Stealth Monopole Parcel and any related improvements, if implemented by the Village, shall be at its sole cost and expense and shall be deemed part of the Communications Facilities, subject to the terms and conditions of this Agreement in its entirety. Notwithstanding anything herein to the contrary, in the event that at any time in the future, the Stealth Monopole shall cease to be utilized or shall be replaced with a different type of facility as a result of changes in technology or need, the Village may continue to utilize the Stealth Monopole Parcel for any municipal purpose, or multiple purposes that it shall determine to be appropriate in its sole and absolute discretion provided that subsequent to the cessation of the use of the Stealth Monopole Parcel for a Stealth Monopole (or similar type of use, as technology changes), the Village shall not utilize the Stealth Monopole Parcel for any municipal purpose that is reasonably anticipated to be detrimental to the health or, welfare of the residents, staff and ownership of the Property. 3. (a) The rights granted pursuant to this easement agreement shall extend to the owners and operators of the existing poles and above/below ground wires transmitting electrical power, telephone service and data connection to the Tank Site as is and/or shall be necessary to extend same to the Stealth Monopole Parcel including the installation of additional poles and above/below-ground wires and the replacement, reconstruction, use, operation, repair and maintenance of the electrical power, telephone service and data connection poles, wires and related facilities as may be extended to the Stealth Monopole Parcel. {01198602.docx.5}3 5077479.v3  (b) The rights granted pursuant to this easement agreement shall extend also to the owners and operators of such facilities as shall be necessary to provide natural gas service to the Stealth Monopole Parcel for use in connection with the Communications Facilities including any additional Communications Facilities as shall be installed in the future and as same may be updated and modified from time-to-time as technology advances. 4. The Village or its successors and assigns, or their representatives, agents or grantees shall, at their own cost and expense, obtain all necessary permits, approvals and consents from the owners and providers of the electrical power, telephone service and data connection, as may be required for the extension of such facilities to the Stealth Monopole Parcel. All such electrical service extended to the Stealth Monopole Parcels shall be separately metered and such electrical power, natural gas, telephone service and data connection shall be paid for by the users thereof. 5. Owner hereby expressly acknowledges and consents to the Village assigning, transferring and conveying to the Village Lessees and such additional telecommunications companies which may be permitted to maintain Communications Facilities on or about the Stealth Monopole and Stealth Monopole Parcel, all right, title and interest in and to the non-exclusive right to the use and benefit of the Access Easement and Utility Easement granted herein. Written notice of each such assignment shall be delivered to Owner, its successors or assigns, at least ten (10) days prior to the effective date of such assignment, and such assignment shall not be effective until Owner has received such notice from the Village as well as a copy of any Assignment and Assumption of Access and Utility Easement (“Assignment Agreement”) related thereto. Owner hereby agrees to abide by the terms of said Assignment Agreement as a third-party beneficiary. 6. The Village shall indemnify, protect, defend, save and keep Owner and its successors and assigns harmless and indemnified against and from any and all liability for injury to third persons or damage to property, that shall result from, arise out of, or be attributable to the exercise of the rights by the Village or any of its representatives, agents, contractors, assignees or grantees, under the Access and Utility Easement. The Village shall not be responsible for any and all loss, costs, damage or expense caused by or attributable to the acts of Owner, its employees, agents, contractors, successors or assigns. Such indemnification and defense shall be conditioned upon Owner giving the Village prompt written notice of any such claim or liability, and the Village shall have the right to appoint counsel of its choice and to determine the course of any defense or litigation, provided that any settlement which adversely affects the Property, (including, without limitation, the use or ownership thereof), shall be subject to Owner’s approval. 7. (a) Owner shall have the right in connection with the development, operation or use of the Property to relocate, at its sole cost and expense, the Access and Utility Easement to the locations selected by Owner and approved by the Village and any then-existing Village Lessees, such approvals not to be unreasonably withheld or delayed, provided said relocated easements provide reasonable access of ingress and egress to the Stealth Monopole Parcel for personnel, equipment and vehicles, and provide reasonable and economically feasible alternate locations for the extension of the electrical power, natural gas, telephone service and data connection to the Stealth Monopole Parcel. Any such relocation shall be at Owner’s sole cost and expense and subject to an amendment of site plan approval if so required in the sole discretion of the Village, {01198602.docx.5}4 5077479.v3 and the reasonable consent and approval of the owners and providers of electrical service, natural gas, telephone service and data connection and the related facilities and shall not occur until all of the foregoing has been satisfied. Owner, at its sole cost and expense, shall provide to the Village and the then owners of the Communications Facilities a survey and metes and bounds description of the relocated Access and Utility Easement. An appropriate amendment to this Agreement shall be entered into by the parties and duly recorded. (b) Owner shall have a reasonable right to temporarily interrupt electricity, natural gas, telephone and data service for not more than twenty-four continuous hours, and/or temporarily relocate the Access and Utility Easement in connection with the development, construction and renovation of the Property as long as utilities are not interrupted at any one time for more than twenty four continuous hours, provided Owner uses reasonable efforts to minimize to the greatest extent possible interference with the Stealth Monopole Parcel and the operation of the equipment and facilities located thereon. Prior to the exercise of any such right, Owner shall give not less than seven (7) days written notice of any proposed temporary interruption of electricity, natural gas, telephone or data service or relocation of said easements to the Village and then existing Village Lessees, which notice shall include the proposed relocation and the period of time anticipated for any utility interruption. At all times, during such temporary interruption of electrical power, natural gas, telephone service and data connection or relocation of the easements, Owner shall permit and accommodate access to the Stealth Monopole Parcel and the facilities and equipment located thereon (including, without limitation, permitting the Lessees to install temporary communications facilities, such as a cell on wheels) and immediately restore electrical power, natural gas, telephone service and data connection in the event of an emergency. 8. This Agreement and a bill of sale to be delivered by Owner to the Village to convey the Stealth Monopole to the Village, contains the entire agreement between the parties with respect to the subject matter hereof, and all agreements and understandings are merged in this Agreement, which alone fully and completely expresses the agreement between the parties. This Agreement can only be amended by a writing signed by the parties. 9. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be hand delivered or delivered by Federal Express or other reputable overnight carrier, or mailed, certified mail, return receipt requested, to the parties at the addresses set forth on page one of this Agreement, or such other address as the parties shall designate by notice given in a manner provided in this paragraph 8. Notices shall be deemed effective on the date hand delivered, or delivered by Federal Express or other reputable overnight carrier, or two (2) days after deposit in the United States mail, postage paid, return receipt requested, as the case may be. Notices sent to the Village shall be addressed to the Village Manager. 10. This Agreement shall run with the land and be binding upon and inure to the benefit of the parties hereto, their heirs, successors, and assigns. IN WITNESS WHEREOF, the undersigned have executed this instrument intending that the same be recorded in the Office of the Clerk of the County of Westchester, Division of Land Records, as of the date first above written. {01198602.docx.5}5 5077479.v3 SHI-III BRIARCLIFF REIT, LLC a Delaware limited liability company By: SHI-III Briarcliff JV Company, LLC, a Delaware limited liability company, its Manager By: SL Briarcliff Manor JV Investors, LLC, an Illinois limited liability company, its Manager By: Stephen J. Levy, Manager VILLAGE OF BRIARCLIFF MANOR By: Joshua Ringel, Village Manager {01198602.docx.5}6 5077479.v3 STATE OF ) COUNTY OF ) ss.: On the _____ day of _________, in the year 2022, before me, the undersigned, personally appeared Stephen J. Levy, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. ______________________________________________ Signature and office of individual taking acknowledgment STATE OF NEW YORK ) COUNTY OF WESTCHESTER ) ss.: On the _____ day of __________, in the year 2022, before me, the undersigned, a Notary Public in and for said State, personally appeared Joshua Ringel, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is(are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. ____________________ Notary Public {01198602.docx.5}7 5077479.v3  EXHIBIT A The Property ALL THAT CERTAIN PLOT, PIECE OR PARCEL OF LAND, with the buildings and improvements thereon erected, situate, lying and being in the Village of Briarcliff Manor, Town of Ossining, County of Westchester, and State of New York bounded and described as follows: BEGINNING at a point on the northeasterly side of Scarborough Road where the same is intersected by the southeasterly line of Lot No. 51 as shown on a certain map entitled "Map of Kidderminster, situate in the Village of Briarcliff Manor, Westchester County, New York, property of Chauncey Depew Steele" filed in the Westchester County Clerk's Office (Division of Land Records) on March 25, 1930, as Map No. 3574; RUNNING THENCE: 1. North 35° 04' 20" East 159.99 feet; 2. North 15° 34' 00" West 35.00 feet; 3. North 86° 54' 30" West 103.00 feet; 4. South 72° 12' 20" West 36.96 feet; and 5. North 86° 34' 30" West 40.00 feet; 6. North 18° 54' 10" East 153.36 feet; 7. In a westerly-direction along a curve to the right having a chord direction of North 78° 37' 14" West and a radius of 675 .00 feet, an arc distance of 4.95 feet; 8. North 07° 49' 00" West 250.36 feet; 9. North 01° 33' 50" East 70.53 feet; 10. North 81° 23' 00" West 151.94 feet; 11. North 68° 30' 00" West 75.00 feet to a point of curve; 12. Along a curve to the right having a radius of 224.06 feet, an arc distance of 105.59 feet; 13. North 41° 30' 00" West 26.35 feet; 14. Along a curve to the right having a radius of 1,392 feet, an arc distance of 66.05 feet and a chord direction of North 00°28'05" West; 15. North 15° 22' 06" West 81.76 feet; 16. North 01° 46' 16" West 57.43 feet; 17. North 22° 15' 20" East 70.18 feet; 18. North 50° 14' 15" East 22.14 feet; 19. North 34° 35' 43" East 463.32 feet; 20. North 37° 10' 30" East 40.00 feet; 21. In a southeasterly direction along a curve to the right having a chord direction of South 47° 04' 55" East radius of 390.00 feet, an arc distance of 78.18 feet; 22. North 24° 48' 50" East 117.32 feet to the southerly line of land now or formerly of Yeager; THENCE along the southerly and easterly line of lands now or formerly of Yeager, Burruss, and Pastore, the following six courses and distances: 1. South 65° 17' 30" East'2.47 feet; 2. North 45° 32' 10" East 223.65 feet; {01198602.docx.5}8 5077479.v3 3. North 25° 20' 20" East 242.57 feet; 4. North 09° 16' 40" West 28.00 feet; 5. North 09° 08' 50" West 61.92 feet; and 6. North 19° 38' 10" West 68.50 feet to the southeasterly side of Central Drive; THENCE along the southeasterly side of Central Drive the following nine courses and distances: 1. North 62° 43' 00" East 82.45 feet; 2. North 56° 57' 00" East 61.30 feet; 3. North 51° 22' 00" East 96.00 feet; 4. North 44° 56' 00" East 104.85 feet; 5. North 36° 56' 00" East 73.06 feet; 6. North 25° 37' 10" East 399.95 feet; 7. North 65° 29' 3.0" West 16.83 feet; 8. North 34° 24' 30" East 37.69 feet; 9. Northerly on a curve to the left having a radius of 350.0 feet an arc distance of 21.59 feet and a chord direction of North 32°37'51" East to a point on the southerly line of the property shown on the subdivision map entitled Braeview filed in Westchester County on August 10, 1994 as Map No. 25237; THENCE along the southerly line of the property shown on the subdivision map entitled Braeview South 65° 29' 30" East 392.46 feet; THENCE along a portion of the easterly line of the Braeview Subdivision and the westerly and southerly line of Lands now or formerly of Hammond the following two courses and distances: 1. South 25° 19' 50" West 252.84 feet; 2. South 64° 40' 10" East 33.00 feet to the westerly line of land now or formerly of Hertz; THENCE along the westerly line of lands now or formerly of Hertz and the westerly and southerly Line of lands now or formerly of Pierce the following two courses and distances: 1. South 25° 19' 50" West 430.00 feet; 2. South 64° 40' 10" East 361.18 feet to the westerly side of Lodge Road; THENCE along the westerly side of Lodge Road, North 25° 19' 50" East 75.00 feet to a point; THENCE crossing Lodge Road and then along the line of the following filed subdivisions: Lodge Manor (Map No. 13999), Petro Acres (Map 17768), Section No 3 Laurel Hill Estates (Map No. 21397); Section No. 2 Laurel Hill Estates (Map No. 21253); and Section No. I Laurel Hill Estates (Map No. 16260), the following thirteen courses and distances: 1. South 64° 40' 10" East 200.00 feet; 2. South 21° 31' 00" West 483.60 feet; 3. South 50° 29' 40" West 114.34 feet; 4. South 00° 31' 00" West 111.01 feet; 5. South 15° 20' 30" West 117.18 feet; 6. South 21° 54' 30" West 297.48 feet; 7. South 24° 42' 40" West 229.81 feet; 8. South 31° 23'.30" West 263.80 feet; {01198602.docx.5}9 5077479.v3 9. South 24° 45' 00" West 155.26 feet; 10. South 31° 36' 30" West 91.59 feet; 11. South 43° 32' 50" West 251.10 feet; 12. South 53° 48' 00" West 98.40 feet to a point on a curve. 13. Along a curve to the left having a radius of 78.00 feet, a central angle 102° 21' 40" and arc distance of 139.35 feet to the northeasterly side of Scarborough Road; THENCE along the said northeasterly side of Scarborough Road the following two courses and distances: 1. North 48° 33' 50" West 246.60 feet; 2. North 54° 39' 40" West 220.66 feet to the point or place of BEGINNING. EXCEPTING therefrom the following described Parcel: A 52 foot by 52 foot square parcel conveyed by The King's College to the Village of Briarcliff Manor by Deed dated 12/5/63, recorded 5/28/64 in Liber 6405 page 448 bounded and described as follows: ALL that parcel of land situate, lying and being in the Village of Briarcliff Manor, Town of Ossining, County of Westchester, and State of New York, bounded and described as follows: BEGINNING at a point which is identified as follows: STARTING at a point which is South 68° 21' West 43.58 feet from the Southwest corner of a reservoir near the building known as the Briarcliff Lodge, and South 8° 31' West 36.10 feet from the southwest corner of the dining room of the said Briarcliff Lodge and; RUNNING THENCE South 21° 18' 00" West 15 feet to the center line of an existing 8 foot easement; THENCE along same South 78° 51' 00" East 9.77 feet (9.81 feet actual) to the center line of a new 15 foot easement; THENCE RUNNING along same South 11° 09' 00" West 28.93 feet to the point of beginning of the parcel about to be described. THENCE RUNNING from said point of beginning, South 78° 51' 00" East 26 feet to a stake at the northeasterly corner of the parcel being herein described; THENCE RUNNING along the easterly line of said parcel, South 11 ° 09' 00" West 52 feet to a stake at the southeast corner of said parcel; THENCE RUNNING North 78° 51' 00" West 52 feet to a stake at the southwest corner of said parcel; THENCE RUNNING North 11 ° 09' 00" East 52 feet to a stake at the northwest corner of said parcel; THENCE RUNNING along the northerly line of said parcel, South 78° 51' 00" East 26 feet to the point of BEGINNING. {01198602.docx.5}10 5077479.v3  Exhibit B The Stealth Monopole Parcel ALL that certain plot, piece or parcel of land, situate, lying and being in the Village of Briarcliff Manor, Town of Ossining, County of Westchester and State of New York, bounded and described as follows: Commencing at a point on the northeasterly side of Scarborough Road where the same is intersected by the southeasterly line of Lot No. 51 as shown on a certain map entitled, “Map of Kidderminster, Situate in the Village of Briarcliff Manor, Westchester Co., N.Y., Property of Chauncey Depew Steele”, filed in the Westchester County Clerk’s Office (Division of Land Records) on March 25, 1930 as Map No. 3574; thence through lands now or formerly belonging to SHI-III Briarcliff REIT, LLC as described in Control No. 562383503, North 39°06’03” East 1029.10 feet to the southwest corner of lands now or formerly belonging to Village of Briarcliff Manor, Liber 6405 page 448, and the true point of BEGINNING; thence along said lands of the Village of Briarcliff Manor the following bearings and distances: North 10°26'34" East 52.00 feet, and South 79°33'26" East 52.00 feet, to a point; thence through lands of said SHI-III Briarcliff REIT, LLC the following bearings and distances: South 79°33'26" East 45.00 feet, South 10°26'34" West 52.00 feet and North 79°33'26" West 45.00 feet to the southeast corner of lands of said Village of Briarcliff Manor; thence North 79°33'26" West 52.00 feet along said lands to the point or place of Beginning. {01198602.docx.5}11 5077479.v3 Exhibit C The Survey [Attached] {01198602.docx.5}12 5077479.v3  Mortgagee’s Consent The premises described on Exhibit A are known and described as Section 98.13, Block 1, Lots 13, 14, 15, 19 and Section 98.09, Block 1, Lot 29, on the Tax Map of the Town of Ossining. The undersigned, as holder of a certain mortgage, dated as of March 3, 2017, as amended, and recorded in the office of the County Clerk of Westchester County (Division of Land Records) Control No. 570743598 on the property designated above, in consideration of the sum of One ($1.00) Dollar and other valuable consideration, receipt whereof is hereby acknowledged, hereby consents to the grant of the within easements an rights-of-way and agrees that the lien of such mortgage shall henceforth be subordinate to said easements and rights-of-way. This agreement shall be binding upon the successors and assigns of the undersigned. WELLS FARGO BANK, NATIONAL ASSOCIATION By: _____________________, _______________ (Authorized Signature) (Title) [New York Acknowledgement] STATE OF NEW YORK ) COUNTY OF WESTCHESTER ) ss.: On the _____ day of ___________, in the year 2022, 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(s) whose name(s) is(are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. ____________________ Notary Public [Outside New York Acknowledgment] STATE OF ) COUNTY OF ) ss.: On the _____ day of ______________, in the year 2022, before me, the undersigned, personally appeared ___________________________, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. ______________________________________________ Signature and office of individual taking acknowledgment {01198602.docx.5}13 5077479.v3 RECORD AND RETURN TO: McCarthy Fingar LLP 711 Westchester Avenue, 4th Floor White Plains, New York 10604 Attn: Daniel Pozin, Esq. {01198602.docx.5}14 5077479.v3  BILL OF SALE, ASSIGNMENT AND ASSUMPTION FOR STEALTH MONOPOLE THIS BILL OF SALE, ASSIGNMENT AND ASSUMPTION is made as of the ______ day of ______________ 2022, by and between SHI-III BRIARCLIFF REIT, LLC, a Delaware limited liability company, having an address at c/o SL Briarcliff Manor JV Investors LLC, 303 East Wacker Drive, Suite 2400, Chicago, Illinois 60601, as Assignor (“SHI-III”) and the VILLAGE OF BRIARCLIFF MANOR, a municipal corporation established under the laws of the State of New York, with offices at 1111 Pleasantville Road, Briarcliff Manor, New York, as Assignee (the “Village”). W I T N E S S E T H: WHEREAS, SHI-III and the Village have agreed to the terms set forth herein which are consistent with a certain Resolution adopted by the Village’s Board of Trustees and filed with the Village Clerk on November 7, 2008, pursuant to which the Village’s Board of Trustees granted to SHI-III’s subsequent predecessors in interest, Briarcliff Manor Investors LLC and Integrated Development Group LLC, a “Third Amended and Restated Special Permit and Tree Removal Permit” approval (the “Approval Resolution”) relative to certain real property commonly known as 25 Scarborough Road, Briarcliff Manor, New York that was conveyed to SHI-III on October 21, 2016 by Briarcliff Manor Investors, LLC, pursuant to a Deed recorded in the Westchester County Clerk's Office, Division of Land Records on November 4, 2016 and indexed at Control No. 562383503 (the “Property”), a portion of which Property was required by the Approval Resolution to have installed thereon a stealth monopole, designed to appear as an approximately 160-foot tall evergreen tree together with all appurtenances thereto (collectively, the “Stealth Monopole”) on an approximately 2,340 square foot parcel of land roughly adjacent to the former Water Tank (the “Stealth Monopole Parcel”); and WHEREAS, the conveyance of the Stealth Monopole by SHI-III to the Village is required by the Approval Resolution upon completion of the relocation/installation of certain “Communications Facilities” from the former Water Tank to the Stealth Monopole, together with granting a non-exclusive easement of access in perpetuity for the benefit of the Village, its lessees and assigns, and such other entities for installation, operation, maintenance, repair, reconstruction, replacement and inspection of the Stealth Monopole, and the Communications Facilities as same may be located on the Stealth Monopole, and on or about the Stealth Monopole Parcel and former Water Tank Parcel, and for such other uses as may be permitted thereon as same has been amended (the “Amended Easement Agreement”) , as same may upgraded from time to time; and WHEREAS, this Bill of Sale, Assignment and Assumption for the Stealth Monopole is being delivered to the Village simultaneously with SHI-III granting to the Village the above-referenced Amended Easement Agreement; and WHEREAS, this Bill of Sale, Assignment and Assumption for Stealth Monopole is being delivered to the Village simultaneously with the Village delivering to SHI-III a deed to the former Water Tank Parcel; and WHEREAS, SHI-III and the Village hereby wish to transfer, assign, and convey the Stealth Monopole to the Village. NOW, THEREFORE, in consideration of the sum of TEN ($10.00) DOLLARS and other good and valuable consideration, each to the other in hand paid, receipt of which is hereby acknowledged, including but not limited to, completion of performance by Assignor of the construction of the Stealth {01193273.docx.3} 4966908.v4 Monopole and relocation of the Communications Facilities thereto, the parties hereby mutually agree as follows: 1. Assignor hereby transfers, assigns, and conveys to Assignee all right, title and interest of Assignor in and to the Stealth Monopole, and all warranties, guaranties (including, without limitation, for workmanship, materials, and performance), which exist or may hereafter exist against any contractor, subcontractor, manufacturer or supplier or laborer or other services relating thereto (collectively, the “Contracts”), all of which shall be delivered hereby free and clear of all encumbrances, liens, debts or financial obligations of any kind. SHI-III shall name the Village and its respective successors and/or assigns (including any operator of the facility or facilities on the Property) as additional insured(s) on its general liability policy for personal injury, death and property damage arising in connection with any injury or damage occurring by reason of the Stealth Monopole use of the Property and/or access thereto by the Village, its employees, vendors, agents, guests and invitees. 2. This Bill of Sale, Assignment and Assumption is given pursuant to that certain Approval Resolution requiring the conveyance of the Stealth Monopole. 3. As set forth in Approval Resolution, which is hereby incorporated by reference as if herein set out in full and except as set forth herein, the Stealth Monopole conveyed hereunder is conveyed by Assignor and accepted by Assignee AS IS, WHERE IS, AND WITHOUT ANY WARRANTIES OF WHATSOEVER NATURE, EXPRESS OR IMPLIED, IT BEING THE INTENTION OF ASSIGNOR AND ASSIGNEE EXPRESSLY TO NEGATE AND EXCLUDE ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, WARRANTIES CREATED BY ANY AFFIRMATION OF FACT OR PROMISE OR BY ANY DESCRIPTION OF THE PROPERTY CONVEYED HEREUNDER, OR BY ANY SAMPLE OR MODEL THEREOF, AND ALL OTHER WARRANTIES WHATSOEVER CONTAINED IN OR CREATED BY THE NEW YORK UNIFORM COMMERCIAL CODE. Notwithstanding the same, said disclaimer shall not affect the Village’s assumption of all warranties, guaranties, indemnities, and claims that the Village assumed from Assignor in connection with the construction of the Stealth Monopole. 4. Assignee hereby accepts the assignment and transfer of ownership of the Stealth Monopole and agrees to assume and discharge, in accordance with the terms thereof, all the obligations appurtenant, arising out of, and/or related thereto from and after the date hereof, including but not limited to the requirement of the Approval Resolution that the Stealth Monopole continue in perpetuity, so long as it shall remain, to appear as an evergreen tree, so that any repairs or improvements thereto shall be consistent with such appearance of the Stealth Monopole including maintenance of “branches,” and “evergreen needles” such as those that are present on this date. 5. Assignee agrees to indemnify and hold harmless Assignor from any cost, liability, damage, or expense (including reasonable attorneys’ fees) arising out of or relating to Assignee’s failure to perform any of the obligations arising from and accruing on or after the date hereof. 6. This Bill of Sale, Assignment and Assumption may be executed in any number of counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. This Bill of Sale, Assignment and Assumption may be executed in more than one counterpart, each of which, when taken together, shall be deemed to be one instrument, and may be delivered via overnight carrier or via electronic mail in PDF format, which shall constitute delivery of an “original” document. {01193273.docx.3} 4966908.v4 IN WITNESS WHEREOF, the parties hereto have executed this Bill of Sale, Assignment and Assumption as of the date first above written. ASSIGNOR: SHI-III BRIARCLIFF REIT, LLC a Delaware limited liability company By: SHI-III Briarcliff JV Company, LLC, a Delaware limited liability company, its Manager By: SL Briarcliff Manor JV Investors, LLC, an Illinois limited liability company, its Manager By: Stephen J. Levy, Manager ASSIGNEE: VILLAGE OF BRIARCLIFF MANOR By: Joshua Ringel, Village Manager {01193273.docx.3} 4966908.v4  BARGAIN AND SALE DEED WITHOUT COVENANT AGAINST GRANTOR'S ACTS (INDIVIDUAL OR CORPORATION) CAUTION: THIS AGREEMENT SHOULD BE PREPARED BY AN ATTORNEY AND REVIEWED BY ATTORNEYS FOR SELLER AND PURCHASER BEFORE SIGNING. THIS INDENTURE, made this _____ day of ____________, 2022, between VILLAGE OF BRIARCLIFF MANOR, with offices at 1111 Pleasantville Road, Briarcliff Manor, New York, party of the first part, and SHI-III BRIARCLIFF REIT, LLC, a Delaware limited liability company, having an address at c/o SL Briarcliff Manor JV Investors LLC, 303 East Wacker Drive, Suite 2400, Chicago, Illinois 60601, party of the second part. WITNESSETH, that the party of the first part, in consideration of Ten Dollars and No Cents ($10.00), lawful money of the United States, paid by the party of the second part, does hereby grant and release unto the party of the second part, the heirs or successors and assigns of the party of the second part forever. ALL that certain plot, piece or parcel of land, with the buildings and improvements thereon erected, situate, lying and being in the Town of Ossining, Westchester County, State of New York, as more particularly described on Schedule A annexed hereto and made a part hereof, and shown on the tax map of the Town of Ossining as 98.09-1-29, 98-13-1-13, 98.13-1-14, 98.13-1-15, and 98.13-1-19, BEING AND INTENDED TO BE, the same premises conveyed to the party of the first part by The King’s College by deed dated December 5, 1963 and recorded in the Office of the Westchester County Clerk on May 28, 1964 at Liber 6405 at page 448. TOGETHER with the appurtenances and all the estate and rights of the party of the first part in and to said premises, TO HAVE AND TO HOLD the premises herein granted unto the party of the second part, the heirs or successors and assigns of the party of the second part forever. AND the party of the first part, in compliance with Section 13 of the Lien Law, covenants that the party of the first part will receive the consideration for this conveyance and will hold the right to receive such consideration as a trust fund to be applied first for the purpose of paying the cost of the improvement and will apply the same first to the payment of the cost of the improvement before using any part of the total of the same for any other purpose. {01193276.doc.3} NYSBA's Residential Real Estate Forms (9/00) © 2004 Matthew Bender & Co., a member of the LexisNexis Group.  The word “party” shall be construed as if it read “parties” whenever the sense of this indenture so requires. IN WITNESS WHEREOF, the party of the first part has duly executed this deed the day and year first above written. VILLAGE OF BRIARCLIFF MANOR By: Joshua Ringel, Village Manager STATE OF NEW YORK ) COUNTY OF WESTCHESTER ) ss.: On the _____ day of ___________, in the year 2022, before me, the undersigned, a Notary Public in and for said State, personally appeared Joshua Ringel, personally known to me or proved to me on the basis of satisfactory evidence to be the individual(s) whose name(s) is(are) subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their capacity(ies), and that by his/her/their signature(s) on the instrument, the individual(s), or the person upon behalf of which the individual(s) acted, executed the instrument. ____________________ Notary Public {01193276.doc.3} NYSBA's Residential Real Estate Forms (9/00) © 2004 Matthew Bender & Co., a member of the LexisNexis Group. -2–  SCHEDULE A BEGINNING at a point which is identified as follows: Starting at a point which is south 68° 21' west; 43.58 feet from the southwest corner of a reservoir near the building known as the Briarcliff Lodge and south 8° 31' west 36.10 feet from the southwest corner of the dining room of the said Briarcliff Lodge and running thence south 21° 18' 00" west 15 feet to the center line of an existing 8 foot easement; thence along same South 78 ° 51' 00" east 9.77 feet to the center line of a new 15 foot easement; thence running along same, south 11° 09' 00" west 28.93 feet to the point of beginning of the parcel about to be described; thence running from said point of beginning, south 78° 51' 00" east 26 feet to a stake at the northeasterly corner of the parcel being herein described; thence running along the easterly line of said parcel, south 11° 09' 00" west 52 feet to a stake at the southeast corner of said parcel; thence running north 78° 51' 00" west 52 feet to a stake at the southwest corner of said parcel; thence running north 110 09' 00" east 52 feet to a stake at the northwest corner of said parcel; thence running along the northerly line of said parcel, south 78° 51' 00" east 26 feet to the point of beginning. {01193276.doc.3} NYSBA's Residential Real Estate Forms (9/00) © 2004 Matthew Bender & Co., a member of the LexisNexis Group. -3–  Deed Title No. District VILLAGE OF BRIARCLIFF MANOR Section 98.13 98.09 Block 1 1 To Lot 13,14,15,19 29 County or Town Ossining SHI-III BRIARCLIFF REIT, LLC State New York Street Address 25 Scarborough Road Briarcliff Manor New York 10510 Return By Mail To: Cuddy & Feder LLP 445 Hamilton Ave, White Plains, NY 10601 Attn: William Null, Esq. Reserve This Space For Use Of Recording Office {01193276.doc.3} NYSBA's Residential Real Estate Forms (9/00) © 2004 Matthew Bender & Co., a member of the LexisNexis Group. -4–