NYC DEPARTMENT OF FINANCE OFFICE OF THE CITY REGISTER ‘This page is part ofthe instrument. The City Register will rely on the information provided by you on this page for purposes of indexing this instrument. The information on this page will control for indexing purposes inthe event of any conflict with the rest ofthe document 2015062901718005001E57D4 RECORDING AND ENDORSEMENT COVER PAGE, PAGE 1 OF 12) Document ID: 2015062901718005 Document Type: MEMORANDUM OF LEASE Document Page Count: 11 Document Date: 06-17-2015 Preparation Date: 06-30-2015} PRESENTER: INEW YORK LAND SERVICES/TO BE PICKED UP 630 THIRD AVENUE- 12TH FLOOR INEW YORK, NY 10017 212-490-2277 Title No. ISNYK12637 [RETURN TO: INEW YORK LAND SERVICES/TO BE PICKED UP 1630 THIRD AVENUE- 12TH FLOOR INEW YORK, NY 10017 ]212-490-2277 Title No. ISNYK 12637 PACIFIC PARK 38 SIXTH AVENUE, LLC CO ATLANTIC YARDS VENTURE, LLC D/B/A GREENLAND FO, | METROTECH CENTER BROOKLYN, NY 11201 PROPERTY DATA Borough Block Lot Unit Address BROOKLYN 118 3 Entire Lot N/A ATLANTIC AVENUE Property Type: COMMERCIAL REAL ESTATE, ‘CROSS REFERENCE DATA REN or DocumentiD. o Year____Reel__ Page, or File Number PARTIES LESSOR: LESSEE: PP 38 SIXTH AVENUE TC, LLC ICO ATLANTIC YARDS VENTURE, LLC D/B/A IGREENLAND FO, | METROTECH CENTER BROOKLYN, NY 11201 FEES AND TAXES Moree: Piling Pee Rong Aon s ooo : 100.00 Fate Monza AOU a [sony : 00 TAXES: County (Basic): _| $ 0.00 NYS Real Estate Transfer Tax: Cy Adio TS 000 : 0.0 Spec (Additional):| $ 0.00 RECORDED OR FILED IN THE OFFICE. aase $ 0.00 Aer THE CITY REGISTER OF THE wins ca CITY OF NEW YORK Additional MRT:_{'$ 0.00. City Register Tile No(CREN} TOA Ts 00 ott o7 Resaaing $ mn ‘ibis 5 000 4 City Register Official SignaturePACIFIC PARK 38 SIXTH AVENUE, LLC, as Sublessor and PP 38 SIXTH AVENUE TC, LLC, as Sublessee MEMORANDUM OF SUBLEASE Dated as of June 17, 2015 The Subleased Premises affected by the within instrument lies in the City of New York, Borough of Brooklyn, State of New York Address of Property: 38 Sixth Avenue a/k/a N/A Atlantic Ave. Block: 1118, Lot: 3 County: Kings City: New York Record and Return to: Katten Muchin Rosenman LLP 575 Madison Avenue ‘New York, New York 10022 Attention: Martin Siroka, Esq. rosesooesMEMORANDUM OF SUBLEASE, PURSUANT TO SECTION 291-C OF THE NEW YORK REAL PROPERTY LAW Sublease: Agreement of Sublease, dated as of June 17, 2015, by and between Pacific Park 38 Sixth Avenue, LLC, a Delaware limited liability company ("Sublessor"), as sublessor, and PP 38 Sixth Avenue TC, LLC, a Delaware limited liability company ("Sublessee"), as sublessee (the "Sublease"), Date of Execution of Subleas As of June 17, 2015 ‘Name and Address of Sublessor: PACIFIC PARK 38 SIXTH AVENUE, LLC c/o Atlantic Yards Venture, LLC d/b/a Greenland Forest City Partners 1 MetroTech Center Brooklyn, NY, 11201 Attention: Livia M. Corredor, Co-Director of Legal Affairs ‘Name and Address of Sublessee PP 38 SIXTH AVENUE TC, LLC c/o Atlantic Yards Venture, LLC d/b/a Greenland Forest City Partners 1 MetroTech Center Brooklyn, NY, 11201 Attention: Livia M. Corredor, Co-Di ctor of Legal Affairs Description of Subleased Premises: All of those ninety-one (91) low-income apartment rental units listed in Exhibit B attached hereto, together with an undivided right to access and use the common elements of the building (the “Building”) to be constructed on the real property more particularly described on Exhibit A attached hereto, including, without limitation, staircases, lobbies and other common areas located within the Building (the "Subleased Premises"). Initial Term of Sublease: The term of the Sublease (the “Term” shall commence on June 17, 2015 (the “Commencement Date”) and shall end on the earlier of (@) the recordation of a condominium declaration affecting the Building and the transfer of the condominium unit comprising the Subleased Premises to Sublessee, and (b) at 11:59 p.m. on the day preceding the nincty-ninth (99") anniversary of the Commencement Date (the “Expiration Date”), or the date upon which the initial term of the Sublease shall sooner terminate pursuant to any of the terms of the Sublease or pursuant to law. loosRenewal Options: Memorandum of Sublease: rosaasoss None This instrument, executed in connection with the Sublease, is, intended to be and is entered into as a memorandum thereof for the purpose of recordation and the giving of notice of the subtenancy created by the Sublease and of the rights and obligations of Sublessor and Sublessee thereunder, and shall not, in any event, be construed to change, vary, modify, interpret or limit the Sublease or any of the terms, covenants or conditions thereof, or any part thereof, and reference is hereby made to the Sublease for any and all purposes. Article 7 of the Sublease provides that the Sublease is subject and subordinate to the Ground Lease, the HDC Mortgages, the Mortgage Documents, the Regulatory Agreements, and the General Project Plan (as such terms are defined in the Sublease). [SIGNATURE PAGE FOLLOWS)IN WITNESS WHEREOR, the parties hereto have executed this Memorandum of ‘Sublease as of this 17* day of June, 2015. SUBLESSOR: PACIFIC PARK 38 SIXTH AVENUE, LLC, ‘Delaware limited liability compény By: Atlantic Yards Venture, LLC ola Greenland Forest City Partners, a Delaware limited liability company, its sole member m» tei Name: Gang Hu Title: Authorized Signatory of Greenland Member By: Name: David L. Berliner ‘Title: Authorized Signatory of Forest City Member {Signature page to Memorandum of Sublease]STATE OF New York) Ys COUNTY OF New York ) onthe 22 day of tune inthe year 2015 before me, the undersigned, a notary public in and for said state, personally appeared Gang Hu, personally known to me of proved to tne on the bass of satisfactory evidence tobe the individual whose name is subseribed to the ‘vith instrument and acknowledged to me that he executed the same in his capacity, and tht by his signature onthe instrument, the individual, or the person upon behalf of whieh the individual acted, executed the instrument. Nop Public. Jeanne Mucei Notary Public, State of New York No. 30-4834577 [Notary Seal) ‘My commission expires: Seated jin Nassas Conny 4 STATE OF New York ) ss COUNTY OF New York ) On the le. day of June in the year 2015 before me, the undersigned, a notary public in and for said sift, personally appeared David L. Berliner, personally known to me or proved to me on the basis of satisfactory evidence tobe the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature onthe instrument, the individual, or the person upon betalf of which the individual acted, executed the jgstrument. eanne Mucei Notaty Public, State of New Yorke No. 30-4834577 [Notary Seal} My commission exites:__ life io Nasa Covey, LF ature page to Memorandum of Sublease] rosteoassSUBLESSEE: PP 38 SIXTH AVENUE TC, LLC, Delaware limited liability company By: roacsonts PP 38 Sixth Avenue TC Manager, LLC, a Delaware limited liability company, its managing member By: Pacific Park 38 Sixth Avenue, LLC, Delaware limited liability company, its sole member By: Atlantic Yards Venture, LLC ‘d/b/a Greenland Forest City Partners, ‘a Delaware limited liability company, its sole member By: Title: Authorized Signatoty of Greenland Member By: nyp_= rf Title: Authorized Signatory of Forest City Member {Signature page to Memorandum of Sublease]STATE OF New York ) Ys. COUNTY OF New York ) onthe (Z day of une inthe year 2015 before me, the undersigned, a notary public in and for said state, personally appeared Gang Hu, personally known to me or proved to ime on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged fo 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 yee ‘Jeanne Mucei_ seta Sn oY weiner ified in Nassau Count iG com npc Mach 30, 20, [Notary Seal] My commission expires: STATE OF New York ) ) ss COUNTY OF New York ) On ine. day of June in the year 2015 before me, the undersigned, a notary public in and for said state, personaly appeared David L. Berliner, personaly known to me or proved to me onthe bass of saisictory evidence tobe the individual whose name is subscribed fo the within instrument and acknowledged to me that he executed the same in his capacity, and that by his signature on the instrument, the individual, oF the person upon behalf of which the individual ated, executed the instrument. Jeanne Mucci Notary Public, State of New York No. 30-4834577 Qualified in Nassau County, Expires March 30, 20/ [Notary Seal] My commission expire Comaission Expires March {Signature page to Memorandum of Sublease]Description of Land All that certain plot, piece or parcel of land, situate, lying and being in the Borough of Brooklyn, County of Kings, City and State of New York, bounded and described as follows: BEGINNING at the corner formed by the intersection of the westerly side of Sixth (6") Avenue (70 feet ‘wide) with the northerly side of Dean Street (70 feet wide); RUNNING THENCE westerly along the northerly side of Dean Street, a distance of 88.40 feet to a point, said northerly side of Dean Street forming an interior angle of 90 degrees 00 minutes 00 seconds with the westerly side of Sixth (64) Avenue; RUNNING THENCE northerly, a distance of 40,00 feet to a point, said line forming an interior angle of 90 degrees 00 minutes 00 seconds with the northerly side of Dean Street; RUNNING THENCE northwesterly, a distance of 25.30 feet to a point, sai of 242 degrees 14 minutes 28 seconds with the last-mentioned course; line forming an interior angle RUNNING THENCE northerly, a distance of 147.48 feet to a point, said line forming an interior angle of 117 degrees 45 minutes 32 seconds with the last-mentioned course; RUNNING THENCE northeasterly on a curve bearing to the left, having a radius of 307.43 fect and a central angle of 03 degrees 01 minutes 07.4 seconds, an arc distance of 16.20 fect to a point, the radial line of said curve forming an angle of 105 degrees 08 minutes 47 seconds on its southerly side with the last-mentioned course; RUNNING ‘THENCE easterly, a distance of 106.97 feet to a point on the westerly side of Sixth (6) Avent, said line forming an angle of 167 degrees 52 minutes 20 seconds with the northerly side of the radial line ofthe last-mentioned course; RUNNING THENCE southerly along the westerly side of Sixth (6!) Avenue, a distance of 215.00 feet to the point or place of BEGINNING, said westerly side of Sixth (6°) Avenue forming an interior angle of {90 degrees 00 minutes 00 seconds with the last-mentioned course, ‘TOGETHER WITH the benefits of the easements in favor of the Parcel B-3 Occupant that are set forth, defined and limited in that certain Declaration dated as of March 4, 2010, made by New York State Urban Development Corporation d/b/a Empire State Development Corporation and recorded in the Office of the New York City Register on March 12, 2010, under CREN 2010000085735, as supplemented by (a) Declaration Supplement No.1 dated as of December 10, 2012, made by New York State Urban Development Corporation d/b/a Empire State Development Corporation and recorded in the Office of the New York City Register on December 13, 2012, under CREN 2012000489604, (b) Declaration Supplement No. 2 dated as of September 12, 2014, made by New York State Urban Development Corporation d/tva Empire State Development and recorded in the Office of the New York City Register on September 29, 2014, under CREN, 2014000320306 and re-recorded on October 10, 2014 under CRFN 2014000338596, and (c) Declaration Supplement No. 3 dated as of June 17, 2015, made by New York State Urban Development Corporation ‘dfb/a Empire State Development and to be duly recorded in the Office of the New York City Register.tossso08s Exhibit B List of Low-Income Apartments See Attached.‘Apartment Distribution Chart Project Name: 38 Sith Avenue at Pacific Park Brooklyn “Apartment Number Square Footage Min AMI%_MaxAM1% Unit Type 5 3 40%] studio 6 30% aoxzaR 73 30% ao%)6R 33: En Iswuaio 345 3 f2aR 73: 3 aor 6a 30 40% 16R 681 30% aos 16R 73 30% a%[6R 3a ET ao%[z6R ET 3 a0%s|studo Bas 3 40%6[26R 30% 40% 36R 84 30% 4o%[26R. 68 a eoxlieR 58: rm tudo 651 a 60%6|0R 531 a 60% Studia 583 a 60%[ studio 65 a sowli8R 533 a dla 68 a5 BR 38: a 60% stud 65 a Gore] 16R 73 a 60%5]16R 33; an 60% | studio 68 a cowl 0R 94% an 60% |26R 73 ais 60% [16% 33: ais 60% studio 33 a1 6o%f studio ea a1 eox| eR Sti as 60%4| studio as Goel eR 39% 60% studio orf studio or) eR cox 26R ox 2aR eox[an 60%|2aR 602s|aR 60%4|stucTo eoxlaaR ox 0R 60%s|20R 60% 2aR ox 8R‘Apartment Distribution Chart Project Name: 38 hth Avenue at Pacific Prk Brooklyn Apartment Number ‘otal Low Income Units: Square Footage 1 Min AMIS MaxANI% Unit Type a3 ai a3 415 a5 a1 Et a a3 a a 415 435 a5 a5 a3 43 ai a a ans a4 a: aa: ans a a as ais 433 443 a as E 60 60 60 Gi 6 60 60 60% G 60 60 60 E E 60 60 605 EG 6 60 50 60% 6 60 605 EG 6 60 60 605 laer iaea fear [studio Pan fear hier fier oR aR i2eR studio aR BA fier BR. BR jar BR tudo BR BR BR BR BR BR aR BR. BR BR aR BR, aR