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LAND ACQUISITION FUNDING, PROPERTY
PROPE_RTY MANAGEMENT
AND
RELOCATION AGREEMENT
Between
NEW YORK STATE URBAN DEVELOPMENT CORPORATION
Empire, State
State, Development Corporation
d/b/a Empire
and
YA~S DEVELOPMENT COMPANY, LLC
ATLANTIC YARDS

and

BROO:K:CYN ARENA, LLC
BROOKLYN
dated
18,2009
as of September 18,
2009

 TABLE OF CONTENTS
Page
ARTICLE I DEFINITIONS ............................................................................................................ 11
ACQUISI~ION OF THE
tHE GROUP A PROPERTIES .............................................. 11
ARTICLE II ACQUISITION

Section 2.01
2.02Section 2.02
Section 2.03
Section 2.04
"Section
-1:"0"5
Secii-On-2:05

Payment of Group A Site Acquisition Costs .~ ............................... 11
Security for Developer's Obligation to Pay Group A Site
Acquisition Costs ........................................................................... 13
Certain Rights of
ofESDC
Security·.................... 18
ESDC Respecting EDPL Security
The Proceedings ..........................................................................:.. 19
..—"-nroiip
AParciels
Group A
YafeelS 'o"dnterest"s'AcqUired"5y"ESIJC"Oiifsioe
or Interests Acquired by ESDCOixtside
the Proceeding ...................... :.....................:.................................. 22

22
ARTICLE III ACQUISITION OF THE GROUP B PROPERTIES ............................................. 22
Section 3.01

Payment of Group B Site Acquisition Costs ................................. 22

ARTICLE IV ACQUISITION OF THE GROUP C PROPERTIES ............................................. 23
Section 4.01

Payment of Group C Site Acquisition Costs ................................. 23

INTERES'rIN FIXTURES OF COMMERCIAL
ARTICLE V ACQUISITION OF INTEREST.IN
TENANTS ......................................................................................................................... 24

Section 5.01
Section 5.02

Payment for Fixtures of Commercial Tenants ............................... 24
Site Acquisition Costs ................................................................... 24

ARTICLE VI POSSESSION AND MANAGEMENT OF PROPERTY ACQUIRED BY
ESDC; GENERAL SITE ACQUISITION COSTS................................ .-.......................... 24
Section 6.01
Section 6.02
Section 6.03
Section 6.04
Section 6.05

Possession of the Property ...... :..................................................... 24
Interim Leases ................................................................................. 24
Developer Indemnification ............................................................ 24
Management, Maintenance, Income, Costs ................................... 25
General Site Acquisition Costs ...................................................... 26

ARTICLE VII MTA ARENA BLOCK PARCEL AND MTA TRANSFER PROPERTY .......... 26
MTA Sale Agreement .................................................................... 26
Section 7.01
MTA Air Space Purchase and Sale Agreement
Agreement.. ........................... 27
Section 7.02
MTA Transfer Agreement ............................................................. 27
Section 7.03
VIn EVENTS OF DEFAULT; REMEDIES, ETC.
ETC ..................................................... 27
ARTICLE VIII

Section 8.01

Effect of Event of Default ............................................................. 27

ARTICLE IX BOOKS AND RECORDS ..................................................................................... 28
. Section 9.01 •.
Section 9.02

Maintenance of Books and Records .............................................. 28
Inspection of Books and Records ................................................... 28

 ARTICLE X MISCELLANEOUS
MISC:ELLA~OUS PROVISIONS........................................................................ 28
Section 10.01
Governing Law .............................................................................. 2828·
S~ction 10.02
Section
Counterparts ......................................... ~ ................................. :....... 28
Section 10.03
Notices .......
28
Assignment
Assignment.'. ............................................ ! ............... ~ ...................... 29
Section 10.04
Sect jon 10.05
Section
Binding Effect ................................................................................ 29
Entire Agreement .............................. :.......-..................................... 30
Section 10.06
Amendment,· Etc.
Etc...................................................................... 30
No Amendment,
Section 10.07
Survival of
ofObllgations
Section 10.08
Obligations .................................................................. 30
Section 10.09
Severability .................................................................................... 30
Section 10.10
Developer's Right to Consult ......................................................... 30
Seetion_l 0.11
,S_~~tion~LQ.
11
J~.ep.I.~s.().nta,liQ!Jl?_of.Qeye19P~r!
3.0
R.P.PrAsqlgati.QM of PueigPer ........................................................ 30
Section 10.12
Group
OrC!up A Parcels Acquired by Developer or its Affiliates ............. 30
Transfer Tax ....... ,., .......... ,................ ,', ............................ ,............. 31
Section 10.13
Section 10.14
Existing Mortgages ........................................................................ 31
Section 10.15
Estoppel Certificates ................................................,...................... 31
Limitation of Remedies ................................................................. 31
Section 10.16
ofTerms
Enforcement of
Section 10.17
Terms ................................................................... 32
No Third Party Beneficiaries ......................................................... 32
Section 10.18 •.
r ...................................................................................

1:4

,"

ii

 This LAND ACQUISITION FUNDING, PROPERTY MANAGEMENT AND
- RELOCATION AGREEMENT, dated as of September
September;-18,
18, 2009 (this "Agreement"), by and _
between NEW YORK STATE URBAN DEVELOPMENT CORPORATION d/b/a EMPIRE
("ESDC'!:), a New York public benefit corporation
STATE DEVELOPMENT CORPORATION ("ESDC"),
lOQ17, and ATLANTIC YARDS
with offices at 633 Third Avenue, New York, New York 10Q17,
("AYDC"), and
DEVELOPMENT COMPANY, LLC, a Delaware limited liability company ("AYDC"),
BROOKLYN ARENA, LLC, a Delaware limited liability company ("ArenaCo") (AYDC and
ArenaCo, collectively, "Developer"), with offices at 1i MetroTech Center North, Brooklyn, New
.
York 11201.
WITNESSETH:WHERE:AS; liikpursuaIin<ya:tirGenerarProjecfPlanadoptecron
July 1"8,
-2006, affel
ana
WHEREAS;
sifaliftlYW(i) adifaarPfojeZt Plaifa"-doWd on Jury
r8, 2006,
those' certain Modified General Project Plans dated December 8, 2006 and June 23,
amended by those
"MGPPII), -respectively,
respectively, for the Atlantic Yards Land Use Improvement and Civic
2009 (the "MGPP"),
py -ESDC
(the- "Project"),
"Project").' which involves the renewal and
ESDC (the•
Project as heretofore approved by
are~ in the Atlantic Terminal
Tenninal section of Brooklyn through the
redevelopment of aa' blighted area
Of such area and the construction thereon of a mixedclearance, re-planning and reconstruction of
use development and (ii) the Determination and Findings issued by ESDC pursuant to Section
204 of the Eminent Domain Procedure Law, by which ESDC determined that it should exercise
its power of eminent domain in order to implement the Project, ESDC set forth its intention with .
respect to the Project;

a

forth. herein to
WHEREAS, in furtherance of the Project, ESDC agrees as set forth
_co~ence proceedings to obtain title to the Property (as hereinafter defined); and
.
commence
hereto.wish
WHEREAS, the parties hereto
.wish to enter into this Agreement for the purpose
respe'ct to the Project.
of setting forth certain agreements with respect

NOW,
NOW. THEREFORE, in consideration of
Of the foregoing and other good and
4ereby acknowledged, the parties
valuable consideration, the receipt and sufficiency of which are hereby
follows:
hereto hereby agree as follows:
ARTICLE I
DEFINITIONS
As used in this Agreement, .the terms listed in this Article I shall have the
Seqtion, Article and other subdivision references in
meanings set forth or referred :to
to below. All Section,
this Agreement are intended to refer to a Section, Article or subdivision in this Agreement,
except when expressly stated otherwise.
"Additional Group B Property" has the meaning provided in Section 10.12.
"Additional Security" has the meaning provided in Section 2.02(d)(iv).
"Affiliate" means any Person controlling, controlled by or under common
control with the Person in question.
question~
~~.

;:.

"Agreement" has the Meaning
ni~eaning provided in the Recitals.

 .
.
.iArena Land -Purchase
Land Purchase and
"Arena
Purchase Agreement" means the Arena "tandPurchase
Sale Agreement dated September 12, 2007 between Developer and ESDC, as the
SaIJle has been and may hereafter be modified from time to time.
same
"Apprais~s" has the meaning provided in Section 2.04(c).
"Appraisals"

"Appraised Value" means
me~~ for (i) purposes of Article II hereof, the
vah}e of each Group A Parcel for which compensation is required under
appraised valve
applicable law, as set forth in the Approved Appraisals and (ii) for purposes of
hereQf, the appraised value of Fixtures owned by Commercial Tenants
Article V hereof,
on each of Group A Properties and Group B Properties.
"Approved Appraisals" means the Appraisals that ESDC will use in either
ofilie-Proceedihgsf6r
me purpose 'of'detennining-tfieoffefsOra:avance
payments'
of 'determining-tile offdis
the-Prcideediiigfor the
payments
with, respect to Fixtures owned
to be made to Group A Property Condemnees (or with
by Commercial Tenants, said Commercial Tenants) pursuant to Sections 303 and
.and
304 of the EDPL. A list of the Approved Appraisals, setting forth, as to each
the' appraiser, and the amount and
Appraisal, the interest appraised, the identity of the
date of the Appraisal, shall be promptly provided -to
to Developer. Developer
acknowledges, however, that, if
Wand
and to the extent required by law, as reasonably
determined by ESDC, such Approved Appraisals shall be updated or, if necessary,
Appraisals.obtitiI?-ed
Vall;le as of a date as close as is
new Appraisals.
obtained to reflect the Appraised Value
feasible to the Vesting Date -— Phase I as to the Group A Properties -—Phase
Phase I and
iI, that such
A Properties -— Phase II,
the Vesting Date -— Phase II as to the Group A
updated or new Appraisals shall likewise constitute Approved Appraisals for all
he~eunder and comparable
com,1?arable lists in respect thereof shall
s~all be promptly
purposes hereunder
ESDG' in its reasonable discretion determines that the
delivered to Developer. If ESDC
value of any Group A Parcel or said Fixtures may have significantly changed
during the interim between the date of the Appraisal and the commencement of
the Proceeding -— Phase I as to the Group A Properties -— Phase I and Proceeding -—
Phase II as to the Group A Properties -— Phase II, ESDC shall review such
determination with Developer and may obtain
obt~n updated, or, if necessary, new
Appraisals of the said Group A Parcel or said Fixtures and such updated or new
Appraisals shall likewise constitute Approved Appraisals for all purposes
hereunder, and comparable lists in respect thereof shall be delivered to Developer.
rriea:hlng provided in the Recitals.,
Recitals ..
"ArenaCo" has the Meaning
"AYDC" has
h~ the meaning provided in the Recitals.
"AYDC"

"Business Day" shall mean any day other than a Saturday or Sunday or
any other day on which commercial banks in New York, New York are
authorized or required by law to close.
"City" means the City of New York, a municipal corporation of the State
of New York.
'- .
I'

2:

 "City Agreements"
Agreements fl means the agreement(s) which are hereafter executed
between Developer and the City concerning the compensation payable to the City
for the Group C Properties.
Agreement fl • means that certain Funding Agreement dated
"City Funding Agreement".
between the`
the" New York City Economic Development
September 12, 2007 betwedn
ESQC, as the same has been and may
may' hereafter be modified
'. Corporation and ESDC,
from time to time.

"Claims" means all liabilities (statutory or otherwise), obligations, claims,
demands, damages (including punitive, consequential
consequential- and special
speci~ damages),
penalties, causes of action, costs, expenses (including reasonable attorneys' fees
in any manner relating to or arising with respect
and expenses), losses and injuries in
mattei-of'iily-mdemruiy--grantedherein,
any"enfurcement
of any indemnity granted herein, InCluding
including any
enforcement
to the subject matter
of any such indemnity by the indemnified party.
"CoiIateral Assignee" has the meaning provided in
iil Section 9.04.
"Collateral

"Commencement Agreement" means an agreement among ESDC,
it's Affiliates, MTA and/or its Affiliates and certain other parties
Developer and/or its
effectiveness of certain Projectsetting forth the conditions for the release and _effectiveness
related documents, including the MTA Transfer Agreement, the MTA Sale
MTA Air Space Purchase and Sale Agreement.
Agreement and the MTA
Tenantfl :means
:_mea'ns a non-residential tenant or occupant having
"Commercial Tenant"
the- Vesting Date for which a Fixture award is required
an occupancy right on the
under the EDPL. Commercial Tenants on the Project Site as of the date hereof
are identified on Schedule 9 hereto and occupy their premises under leases for
portions of Group A or Group B Parcels.
h~s the meaning provided in Section 2.04(d).
"Condemnee's Proposal" has
.
"Condemnee" has the meaning provided in
in, Section 103(c) of the EDPL.

"Confirmed"
the\,m:e~J?g provided in Section'2.02(d)(ii).
".confirmed fl has thetineariing
"Court"
"COurt fl means the Supreme Court of the State of New York (Kings
County) or any relevant New York State court having jurisdiction over the
Proceedings. "Default"
"Default fl means any condition or event, or failure of any condition or
event to occur, that is identified as a Default hereunder or that would, if uncured,
after notice and lapse of time or both, constitute an Event of Default hereunder.
"Developer" has the meaning
~~~!ng provided
p:ovided in the Recitals.
"Developer's Delay" has the meaning provided in Section 8.01.
3

 IIDeveloper'g Proposal" has the meaning provided in Section 2.04(e).
"Developer's

"Draw Date" has the meaning provided in Section 2.01(d).
IIEDPL" means the Eminent
En;j~e'ht Domain Procedure Law of the State of New
"EDPL"
York, as the same may be amended from time to time.

"EDPL Security" means the Letters of Credit or Treasury Bills posted as
under. and otherwise complying with the requirements
reqUirements of, Article II
security under,
hereof EDPL Security shall include any permitted
pennitted or required replacement or
hereof.
renewal of all or any portion of such security and any cash proceeds thereof. In
the event that EDPL Security is a Letter of Credit, it shall be substantially in the
fonn annexed hereto .as
as Exhibit "A" (subject to such changes required by
form
The *ter
Js:suer iliii,are:reisonablYacceptable
ihai;~e: reasonably-acceptaJj]e to 'E"SDC)"
sliifioe
ESIDt) and shah
Developer or the
he
Copfinned by a Qualified
QuaJified Bank. In the event that the EDPL Security is
issued or Confirmed
registered in the name of ESDC and shall have a
a Treasury Bill, it shall be regiitered
maturity of no more than ninety-two (92) days. In the case of a Treasury Bill, the
detennined with reference to
amount of the EDPL Security shall, in each case, be determined
the discounted value on the date of purchase.

aner

"ESDC" has the meaning provided in the Recitals.
"ESDC Purchase"
Purchase ll has the meaning provided
prpvided in Section 2.05.
"ESDC's Proposal" has the meaning provided in Section 2.04(d).
"Existing Mortgages" means the mortgages, agreements and other security
instruments identified on Schedule 10 hereto.
"Event of Default" means Developer's failure to pay any Site Acquisition
othel' payment or to post any EDPL Security or any other
Costs, to make any other
security required under this' Agreement within thirty (30) days, or within such
shorter period as may be mandated by the Court for the making of such payment
tne posting of such security,following
secUl.'ity;;:,following ESDC's first written request or demand
demand,
or the
made therefor pursuant to any provision of this Agreement; it being understood
and agreed that such thirty (30) days or other shorter period mandated by the
specified' in
Court shall include (and not be in addition to) the time periods specified
Sections 2.01(a)(i)-(iv) and 2.01(b) or any other time periods
penods specified in this
or the posting of such security.
Agreement for the making of such payment dr

any

"Fixture" means machinery, equipment, improvements, and/or
andlor other
anne~ed to or located on real property acquired
chattel used for business purposes annexed
und'er the EDPL and applicable
by eminent domain that is separately compensable under
:
case law.
"Funding.
"Funding" Agreement" means that certain Funding Agreement dated
2007 between ESDC and Developer, as the same has been or may
September 12,
12.2007
hereafter be modified from time to time.
4

 "General Site Acquisition Costs" means all costs incurred by ESDC before
and after the date hereof (subject to the limitations thereon, and the conditions and
requirements .pertaining to the incurrence thereof and responsibility therefor set
forth in this Agreement) of (i) obtaining Possession of the Property and Fixtures,
t11e removal and relocation of tenants and other occupants and their
including the
property therefrom in accordance with Section 5.01 hereof, (ii) any title reports,
anq filing fees, (iii) any and all reasonable
reaSonable expenses incurred by ESDC
surveys and
for the services of (1) any third party consultants retained in connection with the
acquisition of the Property and Fixtures after notice to, and consultation with,
Developer and (2) any attorneys retained in connection with (x) the Proceedings,
Pro~eedings,
and (y). any litigation in respect of the Property and Fixtures or the Proceedings,
and (iv) any appraisals, including Approved Appraisals, prepared in connection
anticipation. of the Proceeding. -Costs·Costs. of-managing,of.managing,- maintaining,
maintaining. and
with .. or in anticipation-.of
with-or.
aC90rdance with a written budget
operating the Property or interests therein in accordance
by ESDC after consultation with Developer shall be paid or
reasonably prepared 'by
cons.titute General Site Acquisition Costs. It
reimbursed by Developer and shall constitute
not be
shalLnot
is intended that the reimbursement of General Site Acquisition Costs shall
duplicative of items reimbursed as Group A Site Acquisition Costs, Group B Site
Acquisition Costs and/or
andlor Group C Site Acquisition Costs.
"Group A Parcel"
Properties.

means an individual parcel within the Group A
•

Properties"'; means the Group A Properties -— Phase I and the
"Group A Properties"'
the· context requires otherwise, the term
Group A Properties -— Phase II. Unless the.
s.uch portion of the
"Group A Properties" means all right, title and interest in such
Property, subject to Permitted Encumbrances.

"Group A Properties -— Phase I" means those parcels of the Property to be
Procdeding -— Phase I described on
acquired by ESDC by condemnation in the Proceeding
Schedule 2A hereto (subject to Section 10.12). Unless the context requires
otherwise, the term "Group A Properties -— Phase I" means all right, title and
interest in such portion of the Property, subject to Permitted Encumbrances.
"Group A Properties -— Phase II" means those parcels of the Property to be
acquired by ESDC by condemnation in the Proceeding -— Phase II described on
Schedule 2B hereto (subject to Section 10.12). Unless the context requires
aU right, title and
otherwise, the term "Group A Properties -— Phase II" means all
interest in such portion of the Property,
Property. subject
s~bject to Permitted Encumbrances.
hold~ an
"Group A Property Condemnees" means each person who holds
. interest in a Group A Parcel which is to be condemned pursuant to the provisions
of this Agreement.
:.~

"Group A Site Acquisition Costs" means all costs incurred by ESDC
before and after the date hereofhereof (subject to the limitations thereon, and the
reql!-irements pertaining to the incurrence thereof
~hereof and
conditions and requirements
5

 foz:tb. in this Agreement) (i) of acquiring title to the
responsibility therefor set forth
Group A Properties pursuant to Article II hereof (including the cost of any
additional allowances awarded by the Court to any Group A Property Condemnee
pursuant to Sections 701 and 702 of the EDPL) or (ii) otherwise specifically
identified in this Agreement or any other written agreement between ESDC and
Developer a's a Group A Site Acquisition Cost.
IIGroup A Site Acquisition
Acquisit!on Costs -— Phase I"
III means all costs incurred by
"Group
ESDC before and after the date hereof (subject to the limitations thereon, and the
incUrrence thereof and
conditions and requirements pertaining to the incurrence
Agreemel1J) (i)
(0 of acquiring title to the
responsibility therefor set forth in this Agreement)
Group A Properties -— Phase I pursuant to Article II hereof (including the cost of
__ awarded...by .the_ .Co,urt
to..any
any. .Gratip_A
.Gro.up_.A Property_
Property.
additional. .alloyv@.ce()
allowances...awarded...by
_Court to.
.any .additional.
Condemnee pursuant to Sections 701 and 702 of the EDPL) or (ii) otherwise
any' other written agreement between
identified' in this Agreement or any
specifically identified
ESDC and Developer
as
a
Group
A
Site
Acquisition
Cost. - Phase I.
.

"Group A Site Acquisition Costs -— Phase II" means all costs incurred by
ESDC before and after the date hereof (subject to the limitations
~imitations thereon, and the
conditions and requirements pertaining to the incurrence thereof and
fotth in
iiI this Agreement) (i) of acquiring title to the
responsibility therefor set fofth
Group A Properties -— Phase II pursuant to Article II hereof (including the cost of
Court' to any Group A Property
any additional allowances awarded by the Court
Condemnee pursuant to Sections 701 and 702 of the EDPL) or (ii) otherwise
specifically identified in this Agreement or any other written agreement between
ESDC and Developer as a Group A Site Acquisition Cost -Phase
—Phase II.
H.
ttGroup B Parcel"
"Group
Properties.

means an individual parcel within the Group B

Prbpertytt means the portion of the Group B Properties
"Group B Arena Property"
described as the "Property" 1n
in the Arena Land Purchase Agreement and more
particularly described on Schedule 3 hereto (subject to Section 10.12).

"Group B Arena Property Deposit" means the "Deposits"
"DeposiW' as defined in the
Arena Land Purchase Agreement:
"Group B Arena Property Purchase Price" means the "Purchase Price" as
set forth in the Arena Land Purchase Agreement.
Other Property
BOther
Property!,l means all portions of the Group B Properties
"Group B
other than the Group B Arena Property. The Group B Other Property is more
particularly described on Schedule 4 hereto (subject to Section 10.12).
"Group B Properties"
Properties tt means the Group B Properties -— Phase I and the
II. It is intended that the Group B Properties shall
Group B Properties -— Phase IL
consist of portions of the Property which as of the Vesting Date -— Phase I as to the
6
1:0

 ~,.

.

Group B Properties -— Phase iI and as of the Vesting Date -— Phase II as to the
Group B Properties -— Phase II are owned by Developer or their Affiliates (to wit,
the Group B Arena Property and the Group B Other Property). Unless the context
requires otherwise, the term
tenn "Group B Properties" means all right, title and
Pennitted Encumbrances.
Encumbrances .
interest in such portion of the Property, subject to Permitted
. "Group B Properties -— Phase I" means those parcels of the Property to be
acquired by ESDC by condemnation in the Proceeding -— Phase I and described on
·hereto (subject to Section 10.12). Unless the context requires
Schedule 4A •hereto
~ Properties -— Phase I" means all right, title and
tenn "Group 13
otherwise, the term
interest in such portion of the Property, subjectto
subjecfto Permitted
Pennitted Encumbrances.
II" means those• parcels of the Property to be
"Group B Properties -— Phase H"
acqUire(fby-'ESDC
-by
condemnation'in
and ~des'crfbed
Proceeding :'Phase
— Phase If
II and
described acquired by ESDC by condemnation in the 'ProceecHiig
on Schedule 4B hereto (subject to Section 10.12). Unless the context requires
tenn "Group B Properties -— Phase II" means all right, title and
otherwise, the term
Pennitted Encumbrances.
interest in such portion of the Property, subject to Permitted

"Group B Site Acquisition Costs" means all costs incurred by ESDC
before and after the date hereof (subject to the limitations thereon, and the
to·. the incurrence thereof and
conditions and requirements pertaining to
responsibility therefor set forth in this Agreement) (i) of acquiring title to the
Group B Properties pUrsuant to Article III hereof (provided, however, that Group
B Site Acquisition Costs shall not include any amounts paid on account of the
Group B Arena Property Purchase Price) or (ii) otherwise specifically identified
in this Agreement or any other written agreement between ESDC and Developer
calcul~tion of Group B
as a Group B Site Acquisition Cost. It is intended that the calculation
duplicativ~ of any amount payable as Group A
. Site Acquisition
Acquisition' Costs shall not be duplicative
Gro1;lp
C. Site Acquisition Costs.
Site Acquisition Costs or Group
J.'
!. '

"Group C Parcel"
Properties.
Prope!iies.

•

means an individual parcel within the Group C

m~ans the Group C Properties -— Phase I and the
"Group C Properties" means
II. It is intended that the Group C Properties shall
Group C Properties -— Phase H.
property which, as of the Vesting Date -— Phase I as to
consist of portions of the Property
the Group C Properties -— Phase I and as of the Vesting Date -— Phase II as to the
Group C Properties -Phase
—Phase II, are owned by the City. Unless the context requires
,Properties" means all right, title and interest in such
otherwise, the term "Group C -Properties"
subjecyto'Permitted
to Permitted Encumbrances.
portion of the Property, subjeCf

·t

"Group C Properties -— Phase I" means those parcels of the Property to be
acquired by ESDC by condemnation in the Proceeding.
Proceeding'— Phase 1, described on
_
tenn "Group C
5A
hereto.
Unless
the
context
requires
Schedule
otherwise,
the term
_
Properties -— Phase I" means all right, title and interest in such portion of the
s.ubject to Permitted
Pennitted Encumbrances.
Property, subject
7

 "Group C Properties -— Phase II" means those parcels of the Property to be
acquired by ESDC by condemnation in the Proceeding -— Phase II described on
$chedule 5B hereto. Unless the context requires otherwise, the term
tenn "Group C
Schedule
Properties -— Phase II" means all right, title and interest in such portion of the
,subject to Permitted
Pennitted Encumbrances.
Property,,subject
"Group C Site Acquisition Costs" means all costs incurred by ESDC
before and after the date hereof (subject to the limitations thereon, and the
th~ incurrence thereof and
conditions and requirements pertaining to the
faith in
responsil:~ility therefor set .fofili
hi this Agreement) (i) of
o~ acquiring title to the
responsibility
Group C Properties pursuant to Article IV hereof or (ii) otherwise specifically
Written agreement between ESDC and
identified in this Agreement or any other written
Developer J!§."",aGroup_~
as a Group C Site Acquisition
Cost. It is intended that
_De.Y~lQl~er
Acg!!isitig..!t.Gost~
that, the calculation
cfUculation ..,
of Group C Site Acquisition Costs shall not be duplicative of any amount payable
as Group A Site Acquisition Costs or Group B Site Acquisition Costs.
"Including" means including, without limitation.
"Indemnified Parties" has the meaning provided in Section 6.03(a).
"Interim Leases" mean the interim lease or leases covering the portion of
'landlord,
the Property described therein made by ESDC or its subsidiary, as landlord,
Developer or its Affiliate, as tenant, in form agreed to in writing by ESDC and
Developer, as the same may be amended, modified or supplemented from time to
time. Developer and ESDC shall designate which portions of the Property will be
Interim Lease (if Developer elects to have multiple Interim
covered by each such Interhn
.shall be the tenant
Leases) and whether AYDC, ArenaCo, or an Affiliate of either shall
under each Interim Lease.
'!Uettets of Credit" means an "evergreen" letter(s) of
"Letter of Credit" or "Letters
credit, issued or Confirmed by a Qualified Bank, substantially in the form of
Exhibit "A" attached hereto, subject to such changes requested by Developer or
the issuer that are reasonably acceptable to ESDC.

"Management Costs" has the meaning provided in Section 6.04.
"MGPP" has the meaning provided in the Recitals.
"MTA"
"MTA" means the Metopolitan
Me1mp<;>litan Transportation Authority or its Affiliates.
"MTA
"MTA Air Rights Parcels" means the real property described on Schedule
6Ahereto.
hereto.
6A
"MTA Air Space Purchase and Sale Agreement" means an agreement
MTA and/or
andlor its Affiliates, as seller, and Developer and/or its Affiliates,
between MTA
as purchaser, for the acquisition of the MTA Air Rights Parcels.

. 8

 real- property described
descri"ix~d on
"MTA Arena Block Parcel" means the real
Schedule 6 hereto.
andior its
"MTA Transfer Agreement" means an agreement among MTA and/or
andlor Developer and/or
andlor its Affiliates pursuant to which the
Affiliates, ESDC and/or
`MTA.
MTA Transfer Property shall be
pe transferred to the 'MT
A.
MTA
andlor its
"MTA Sale Agreement" means an agreement among MTA and/or
andlor Developer and/or
andlor its Affiliates pursuant to which the
Affiliates, ESDC and/or
MTA.
MTA Arena Block Parcel shall be sold by MTA.
nMTA Purchase Property" means the real property described on Schedule
"MTA
"
7 hereto.

"Notice" has the meaning provided in Section 10.03.
2.01{a).
"Offer" has the meaning provided in Section 2.01(a).
nether Security" has the meaning provided in Section 2.02(e).
"Other

"Parcel" means a Group A Parcel, Group B Parcel or Group Ce Parcel, as
applicable.
"Permitted Encumbrances" means with respect to the Property (a) the
'and (b) such other encumbrances as
matters listed on Exhibit "B" attached hereto -and
ESDC and Developer reasonably agree are necessary and desirable for
the improvements contemplated for the Property.
ofthe
construction and operation of
"Person" means (i) an individual, corporation, limited liability company,
partnyrship, joint venture, estate, trust, 'unincorporated
unincorporated association or other entity,
partnership,
(ii) any federal, state, county or municipal government (or any bureau, department,
stich capacity
agency or instrumentality thereof), and (iii) any fiduciary acting in such
:
on behalf of any of the foregoing.
"Petition -— Phase I" means the condemnation petition to be filed by ESDC
in the Proceeding -— Phase I, and any amendment thereto or replacement thereof
',_,
permitted hereunder.
npetition -— Phase II" means any condemnation petition to be filed by
"Petition
Proceeding' -— Phase II, and any amendment thereto or replacement
ESDC in the Proceeding
thereof permitted hereunder.

"Petition Notice -— Phase I" has the meaning provided
provided, in Section 2.04(a)(i).
"Petition Notice -— Phase II" has the meaning provided in Section
. 2.04(a)(ii).

9

 -

the Group B
means the Group A Properties -— Phase I, 'the
"Phase I Properties" 'means
Properties -— Phase I and the Group C Properties.
"Phase II Properties" means the Group A Properties -— Phase II and the
IL
B-Properties
Properties -— Phase II.
Group Bpos~,ession of the
"Possession" means actual vacant occupancy and possession
Property, or applicable portion thereof *free
'free and clear of all leases, tenancies,
Pennitted
occupancies, liens, encumbrances, licenses or any other matters except Permitted
Encumbrances.

"Proceeding -— Phase I" means the proceeding, including all appeals
therefrom, to be instituted by ESDC pursuant to the EDPL by the filing of the
Petition for
for !lie
ooriaeniriiitfon ofThe 'Pli-ase fFroperues.
.,
.
I-Propeziies.
'Petition
the ebrideninaiiii
,II" means the proceedings, including all appeals
"Proceeding -— Phase .II"
to, be instituted by ESDC pursuant to the EDPL by the .._filing
filing of the
therefrom, to.
c,ondemnation of the Phase II
II' Properties.
Propert~es.
Petition for the condemnation

"Proceedings" means Proceeding -— Phase I and Proceeding -— Phase II.
meaning provided in Section 7.01(b).
"Prohibited Action" has the 'meaning

"Project" has the meaning provided in the Recitals.
"Property" means the real property identified on Schedule 11 hereto, which
th~ Proceeding, collectively comprising the Group A
ESDC will be acquiring in the
Properties, Group B Properties and Group C Properties.
meml?er of the
"Qualified Bank" means a bank (a) which either is (i) a member
York'• Clearing House Association; or (ii) a non-member reasonably
New York
acceptable to ESDC, (b) having assets in excess of Seven Billion Five Hundred
Million Dollars ($7,500,000,000) and a net worth in excess of Three Hundred
Million Dollars ($300,000,000), in each case adjusted for inflation from the date
hereof to the date of posting, and (c) whose most recent issue of long term debt is
& Poor's Corporation or (d) is otherwise
otherwise'•
Standard &
rated A or better, as rated by- .Standard
Esbc.
reasonably acceptable to ESDC.

"Quarterly Security Threshold Statement" has the meaning provided in
Section 2.02(d)(v).
"Replacement Letter of Credit" has the meaning provided in Section.
'
2.02(d)(i).
Security''' has the meaning provided in Section 2.02(d)(i).
"Replacement Security"
,

themeaning
meaning provided in Section 2.02(d)(v).
2.02(d)(v).
"Security Deficit" has .the·
10

 "security Excess" has the meaning provided
provided' in Section 2.02(d)(v).
"Security
It Security Threshold "Security
— Phase I" has the meaning provided in Section
d)(iii).
.
2.02(
2.02(d)(iii).

II" has the meaning provided in Section
"Security Threshold -— Phase lIlI
2.02(d)(iv).
Costs ll mean collectively Group A Site Acquisition
Acq),lisition
"Site Acquisition Costs"
Costs, Group B Site Acquisition Costs, Group C Site Acquisition Costs and
Acquisitio!l Costs.
. General Site Acquisition
IISubstitUte Security" has the meaning provided in Section 2.02(f).
"Substitute

"Treasury Bills" means:United States Treasury Bills.
dare ESDC acquires•
acquires' title to the Phase
"Vesting Date -— Phase I" means the date
I Properties (subject only to Permitted Encumbrances and occupants in actual
possession).
flVesting Date -— Phase II" means one or more dates on which ESDC
"Vesting
acquires title to any of the Phase II Properties (subject only to Permitted
Encumbrances and occupants in actual possession).
tlle agreement between MTA
"Yard Construction Agreement" means the
and
Developer and/or
andlor its Affiliates
andlor its Affiliates pursuant to which
and/or
andlor its Affiliates will construct the Upgraded Yard.
Developer and/or

ARTICLE II
ACQUISITION OF THE GROUP A PROPERTIES
Section-2.01

Payment of Group A Site Acquisition Costs.

Proceedings. Developer shall pay all Group A Site
(a)
witl.! the Proceedings in the following manner:
Acquisition Costs incurred in connection with
AgreementCs) with Group A Property
(i)
Offers; Agreement(s)
Condemnees: Not less than four (4) weeks prior to making written offers to Group A
yvith Section 2.04(a), ESDC shall advise
~dvise Developer
Property Condemnees in accordance with
each
Group A Parcel or interest to be acquired (such written
of the Appraised Value for
offers collectively, the "Offers"). Subject to the further provisions of this Article II, if
either (x) a Group A Property Condemnee, pursuant to Section 303 and 304 of the EDPL,
shall have accepted the applicable Offer from ESDC or any adjustment thereof made
prior to acceptance as payment in full or as an advance payment for the Group A Parcel
anti such Group A Property Condemnee shall have
or interest therein, or (y) ESDC and
~egarding the amount of compensation due such
settlement regarding
entered into a stipulation or Settlement
s,hall so notify Developer,
Condemnee for such Group A Parcel or interest therein, ESDC shall
enclosing with such notice a duplicate original or a true and complete photocopy of such

11

 to' the date for payment set
agreement or stipulation. Not later than five (5) days prior toforth)n
Comi,
forth
in such agreement or stipulation, or, if such date is modified or changed by Court,
qate required by the Court for the making of such
not later than five (5) days prior to the date
payment by ESDC to such Group A Property Condemnee, Developer shall pay ESDC an
amount equal to the offer, the advance payment, or the compensation set forth in such
ifany,
any, required by law.
agreement, settlement, or stipulation, plus interest thereon, if
.
(ii)
Deposit(s) in Court. If ESDC shall have elected,
pursuant to Section 304(D) of the EDPL, to deposit the full or advance payment, as the
case may be, for a Group A Parcel or interest therein with the Clerk of the Court, ESDC
shall so notify Developer; Within thirty (30) days after such notice or within such shorter
period as the Court may require for the making of such deposit by ESDC, subject to
2.01(d),_..Developer
Tay,. .RSD~C~an.)up..9J~nt
ESDC an amount equal
Section
to .such_ full, or
BJ~CliQIL2..JU(d),
Dev~LQp-et shall
shaILp...aY:
eJIYru. lQ.§.Y.91LfuJl
91; adyance
adygnce_
law.
payment, as the case may be, plus interest thereon, if any, required by law.

•. (iii) Court Judgment(s). If the compensation with
A Parcel or interest therein shall be determined by the Court pursuant
respect to a Group A
notify Developer, enclosing with such notice
to Section 512 of the EDPL, ESDC shall so ,notify
a true and complete copy of the Court's judgment. In determining whether or
or, not to
suchjuclgment,
judgment, ESDC shall consult with Developer, but the final decision shall be
appeal such
made by ESDC. If ESDC does not elect to appeal such judgment, then, within thirty (30)
days after notice of the entry of such judgment or within such shorter period as the Court
judOent, subject to Section 2.01(d), Developer shall pay
suchjud~ent;
shall order ESDC to pay such
amourii.lofthe
the judgment of the Court, plus interest thereon,
ESDC an amount equal to the amotuiPof
2.01 (a)(i) or
if any, required by law, less any payment made by Developer under Section 2.01(a)(i)
payments
or deposits but only on account of the particular interest
(ii) for either advance
wl)ich is the subject of such judgment. If ESDC appeals such
in the Group A Parcel which
Section 2.01(d), Developer shall, within thirty (30) days after notice
notice.
judgment, subject to SectiOn
Parc~l or interest
that the compensation due or payable with respect to such Group A Parcel
detennin~d (or has been determined and ESDC
ESDO has elected not to
therein has been finally determined
appeal) or within such shorter period as the Court shall order ESDC to pay such
compensation
equ~ to the amount of such compensation as finally
comp'ensation pay ESDC an amount equal
determined,
determin~d, plus interest thereon, if' any,
any~ required by law, less any payment made by
~der Section 2.01(a)(i) or (ii) for either advance
advan~e payments or deposits with
Developer under
A Parcel or interest therein but only on account of the particular
respect to such Group A
A Parcel
P~cel which is the subject of such final determination.
detennination. For
interest in such Group A
p~rposes of this Agreement, the amount of the "judgment"
'Judgment" or "compensation" shall mean
purposes
the entire judgment or compensation awarded by the Court, including, without limitation,
any amounts awarded pursuant to §§ 701 and 702 of the EDPL. If a Condemnee appeals
payor
suchjudgment,
judgment, Developer shall not be required to pay
or post additional security pending
such
the appeal, unless ESDC is ordered to do so by the Court.
(iv) (Application
''Application of Payments. All payments to ESDC
pursuant
to
this
Section
2.01(a),
all EDPL Security and Other Security, shall be
made
held in trust by ESDC and shall be used only to pay the costs giving rise to such payment
or for which such EDPL Security or Other Security is being held. ESDC need not post
12

 Ii,able for punitive damages, in
i~ connection
connectIon with such
any bond, and shall in no event be liable
trust arrangement.

(b)
Other
.other Site Group A Acquisition Costs. All Group A Site
accordance, herewith 'shall,
shall, except where otherwise
Acquisition Costs incurred-by ESDC in accordance
;within thirty (30) days after Developer's receipt of written
specified herein, be paid by Developer within
be. accompanied by evidence reasonably establishing the
demand by ESDC, such demand to be
amounts for which payment is demanded.

Agre~ments. Developer's
(c)
Beneficiaries of Developer's Agreements.
agr~ements under this Section 2.01 to make payments or cause payments to be made, are solely
agreements
ESDG and are not, and shall not be deemed or construed to be, 'covenants or
for the benefit of ESDC.
for the benefit
agreements
ag!,eeme~!~.J2.rt]1e
ben~.fit of any
~)' other Perscih.
Person.
(d)
Alternate
Aiternate Payment Mechanism. Following notice to ESDC
specifying Developer's election to use (in whole or in part) the alternate payment mechanism
2.01 (d), ESDC, in lieu of the funding mechanism otherwise
described in this Section 2.01(d),
contemplated by the foregoing provisions of this Section 2.01, shall fund any Group A Site
hereunder'by,
by, as the case may be, selling, redeeming or
Acquisition Costs payable by Developer hereunder
and- following the giving of
presenting for payment (to the extent required and at such times, and•
such notice, as would otherwise apply to the payment of Group A Site Acquisition Costs), any
EDPL Security posted by Developer pursuant to Section 2.02. At any time, upon not less than
ten (10) Business Days notice to Developer, ESDC may elect to fund any Group A Site
Acquisition Costs otherwise required to be funded by Developer pursuant to this Section 2.01 by
selling, redeeming or presenting for payment such portion of the EDPL Security then maintained
hereunder as is necessary to make such payment, in which event no notice (other than the notice
of election, which shall describe the Group A Site Acquisition Costs to be funded) shall be
required prior to the sale, redemption or presentment for payment of the EDPL Security to be
ESDG to
to the payment of such Group A Site Acquisition Costs. Such sale,
applied by ESDCpresentment or redemption shall be made on the day following the last day that Developer would
otherwise have been obligated to pay the Group A Site Acquisition Costs in question (the "Draw
Dev~ldper may elect directly to fund the Group
Group' A Site
Date"). On or before the Draw Date, DeVgliiper
Acquisition Costs in question, in accordance with Section 2.01, in which event, upon such
funding by Developer, ESDC's election to use such payment mechanism (as to the payment of
the Group A Site Acquisition Costs in question) shall be null and void.
Section 2.02
Acquisition Costs.

Security for Developer's
Dev~loper's Obligation to Pay Group A Site

(a)
Initial Security Group A 'Properties -— Phase 1.
I. As security
A Site Acquisition Costs -— Phase I incurred in
for Developer's obligation to pay Group -A
connection with the Proceeding -— Phase I, Developer shall deliver to ESDC, within thirty (30)
days of Developer's receipt of the Petition Notice -— Phase I (as hereinafter defined), the EDPL
Appralsed Value of each Group A Parcel (or interest
Security in an amount equal to 120% of the Appraised
I. From and after the Vesting Date -— Phase I, and
and-•
therein) in the Group A Properties -— Phase 1.
time- reduce the amount of the
subject to Section 2.02(f) hereof, Developer may from time to time
13
.'t.

 EDPL'Security
Security required to be maintained hereunder to an amount not less than the Security
EDPL•
Threshold -— Phase I.

(b)
(b)
Initial Security Group A Properties -— Phase II. As security
Aqquisition Costs -— Phase II incurred in
for Developer's obligation to pay Group A Site Acquisition
connection with a Proceeding -— Phase II, Developer shall deliver to ESDC, within thirty (30)
days of Developer's receipt of the Petition Notice -— Phase II (as hereinafter defined), the EDPL
Security in an amount equal to 120% of the Appraised Value of each Group A Parcel (or interest
in,. the Group A Properties -— Phase II, which is the subject of such Petition Notice -—
therein) in
Phase II. From and after the Vesting Date -— Phase II, and subject to Section 2.02(f) hereof,
from.,time
time to time reduce the amount of the EDPL Security required to be
Developer may from
maintained hereunder to an amount not less than the Security Threshold -— Phase II.
(c)
interest. ESDC, from time to time,
tfme,~but
(c)
Accruals ~of
of Interest.
but not
semi-annually
unless
.more
often
semi.annually
the'
to
than
Court,
required
by
the
may
upon
written
notice
more
request· that the amount of any EDPL Security be increased to reflect accruals of
Developer,. request.
Developer,
interest required by law on awards in the Proceedings. Developer shall deliver to ESDC the
EDPL Security in such increased amount within thirty (30) days after Developer's receipt of such
notice or within such shorter period as the Court may require ESDC to deliver such increased
Seculity and any proceeds of
ofEDPL
EDPL Security (and,
EDPL Security. Any interest earned on EDPL Security
any interest earned on such proceeds), to the extent not applied as permitted hereunder, shall be
added to and held as EDPL Security. Any cash included in the EDPL Security at any time shall
be invested and reinvested by ESDC in Treasury Bills maturing in no more than ninety-two (92)
days.

(d)

Replacement Security.

(i)
replace. and ESDC
(i)
Developer shall have the right to replace,
shall have the right (in the case of Letters of Credit) to require Developer to replace not
at. any time and from
later than thirty (30) days prior to expiration, the EDPL Security at
replacemynt Letter of Credit
Credit (the "Replacement Letter of Credit") or,
time to time with a replacement
af Developer's option, other EDPL Security (such Replacement Letter of Credit or other
at
Security. "Replacement Security") in accordance with the terms of this Section
EDPL Security,
2.02(d). In any event, Developer shall deliver to ESDC, at leak
leaSt thirty (30) days prior to
Credit. Replacement Security
Security. complying with the
the expiration date of any Letter of Credit,
n;quirements of this Section 2.02.
requirements

(ii)
If the Replacement Security shall be a Replacement
Letter of Credit, such Replacement Letter of Credit shall be issued or confirmed (as
Sectiori 5-102(1)(f), as amended from
defined in New York Uniform Commercial Code Sectiozi
("Confirmed").,by
by a Qualified Bank and except for the amount
time to time) in its entirety ("Confirmed")
expiratidh date, shall be upon the same terms and conditions
and (as specified below) the expiratiOh
as the Letter of Credit being replaced or substantially in the form of the letter of credit
attached as Exhibit "A" hereto, subject to such changes requested by Developer or the
issuer
issue.r: that are reasonably acceptable to ESDC. The expiration date of each Replacement
Leiter of Credit being replaced, except
Letter of Credit shall be the same as that of the Letter
Credit is to be delivered to ESDC within thirty (30)
(4) if the Replacement Letter of 'Credit
that (A)
14

"

 days of the expiration date of the "ietter
of"C:'reditbeing
repiaced, the expiration date shall
Letter of
Credit being replaced,
th~ the expiration date of the Letter of Credit being replaced,
year .later than,
be at least one year
and (B) if the Replacement Letter of Credit is to replace other EDPL Security, the
expiration date shall be at least one year from the date of such replacement. All Letters
pennit multiple draws and the
Q1e office for presentment of sight drafts
of Credit shall permit
specified' street address within the City of NeW
New York or .
thereunder shall be located at a specified
that if such address is not in the City of
provide'd'that
elsewhere within the United States, provided'
by Federal Express or other nationally
New York, the issuer must 'permit presentment 'by
~ervice." If the Replacement Security shall be a Treasury
recognized" overnight courier service.,
recognized'
Bill, such Treasury Bill shall be registered in the name of ESDC and shall have a
'
maturity of not more than ninety-two (92) days.
(iii)
I,
With respect to. the Group A Properties -— Phase I,
Under the 'first
Security under
first sentence of
subsequent to the date for delivery of the EDPL 'SecUrIty
Section 2.02(a), the amount of EDPL Security which Developer is required to maintain
hereunder shall at all times not be less than an amount equal to the greater of: (A) one
hundred twenty percent (120%) of ESDC's best estimate of the total remaining Group A
Site Acquisition Costs -— Phase I not yet paid by Developer (taking into account, inter alia,
of Group A Properties -— Phase I after the delivery of
any settlements made with owners of
the EDPL Security and (B) any other amounts required by the Court (the "Security
IISecurity
I").
Threshold -— Phase III). ESDC and Developer recognize and agree that ESDC's best
estimate of the Security Threshold -— Phase I: (1) is prepared solely for purposes of
providing security for the transactions set forth in this Agreement; (2) is not indicative of
fee, fixture or any other valuation for litigation purposes; and (3) is to be used solely as
~o Article V, at such time
required in this Agreement and for no other purpose. Subject to
as the compensation for all interests in the Group A Properties -— Phase I has been finally
determined and paid, the Security Threshold -— Phase I shall be reduced to zero.

of

•

r.

I

(iv) 'With respect to the Group A Properties -— Phase II,
subsequent to the date for delivery of the EDPL Security under the first sentence of
Section 2.02(a), the amount of EDPL Security which Developer is required to maintain
hereunder shall at all times not be less than an amount equal to the greater of: (A) one
A''
hundred twenty percent (120%) of ESDC's best estimate of the total remaining Group A
Site Acquisition Costs -— Phase II not yet paid by Developer (taking into account, inter
alia, any settlements made with owners of Group A Properties -— Phase II after the
delivery of the EDPL Security and (B) any other amounts required by the Court (the
"Security Threshold -— Phase II"). ESDC and Developer recognize and agree that
ESDC's
E;SDC's best estimate of the Security
SecuritY Threshold -— Phase IIi
IL (1) is prepared solely for
~ansactions set forth in this Agreement; (2) is not
purposes of providing security for the transactions
indicative of fee, fixture or any other valuation for litigation purposes; and (3) is to be
used solely as required in this Agreement and for no other purpose. Subject to Article V,
at such time as the compensation for all interests in the Group A Properties -— Phase II has
.determined and paid, the Security Threshold -— Phase II shall be ·reduced
finally·determined
been finally
reduced to
zero.
(v)
Within
(v)
Withih twenty (20) Business Days after each March
September
30
and
Decenil?er
De~eni~,er 31 following the date on which the EDPL
31, June 30,
15,
15.

 to Section 2.02(a) with respect to the
Security is first required to be delivered pursuant
pursuant"to
Group A Properties -— Phase I and Section 2.02(b) with respect to the Group A Properties
....:
— Phase II, ESDC shall provide Developer a statement in the form attached hereto as
Exhibit "D" (each, the "Quarterly Security Threshold Statement") containing the
~e end of such calendar quarter: (A)(1)(a) with respect.to
respect'to
following information, as of the
the Group A Properties
Properties— Phase I a statement of ESDC's best estimate of the total
apd the new Security Threshold -—
remaining Group A Site Acquisition Costs -— Phase I and
(0) with respect to the Group A Properties -'Phase
Phase- I required as a result thereof and (b)
Phase
II, a statement of ESDC's best estimate of the total remaining Group A Site Acquisition
H,
asaa result thereof,
thereo±: (2)
Costs -— Phase II and the new Security Threshold -— Phase II required as
the amount of the EDPL Security then held by ESDC; and (3) either [a] the amount by
Sec¢ty then held
hel~ by ESDC exceeds the newly designated Security
which the EDPL Security
P.hase._La,ngJ.or .Security_
T.hr~~hol(L - Phase_
.Phas~.. II,...as.
as ..theas
t;her-,;;ase_.~ay
:(the.
.Threshold,
_Threshold. -:-..
case_ may .p,e,.
_b_e,_:.(the_
—.Phase.i_and/oT_
..S.e.cyritY- Threshold_—
"Security Excess") or [b] the 'amount
amount by which the newly designated Security Threshold
andlor Security Threshold -— Phase II, as the case may be, exceeds the EDPL
-— Phase I and/or
SecUrity then held by ESDC (the "Security Deficit"), as the case may be; (B) in respect of
Security
clause (A)(1) of this Section 2.02(d)(v), a spreadsheet detailing ESDC's estimation
methodology; and (C) in respect of clause (A)(3)[a] of this Section 2.02(a)(v), if
Develop~r may reduce the EDPL Security by the Security
applicable, (1) a statement that Developer
Excess, to the extent such Security Excess then exists and (2) an executed direction to be
applicabie Qualified Banks, in the form
fonn provided by the
forward by Developer to the applicable
applicable Qualified Banks, authorizing such reduction in the EDPL Security.
(vi)· Within ten (10)
(10) Business Days of Developer's
(vi)
receipt of a Quarterly Security Threshold Statement (or such shorter period required by
the Court) indicating a Security Deficit, Developer shall increase the EDPL Security by
the amount of the Security Deficit by posting one or more Replacement Letter(s) of
if the Court shall order ESDC to deliver to the
Credit or amended Letter(s) of Credit: If
Court or obtain any additional or substitute cash, cash equivalent or other security with
respect to Group A Site Acquisition Costs ("Additional Security"), including without
(l0)
limitation, letters of credit, bonds or undertakings, Developer shall within ten (10)
Business Days of ESDC's demand therefor (or such shorter period required by the Court),
post or otherwise deliver such Additional Security.

(vii)
(vii) Except to the extent ESDC shall have redeemed,
sold or presented for payment, as the case may be, the EDPL Security being replaced, as
provided in Section 2.01(d) or 2.03 hereof,
hereof; ESDC shall, upon delivery to ESDC of
amount'required under this Agreement, return to Developer
Replacement Security in the amount`required
the EDPL Security (or any proceeds thereof) being replaced. If, pursuant to Section
', 2.01(d) 'or
or 2.03, payment thereon has theretofore
th~retofore been demanded, or a portion of the
EDPL Security redeemed or sold, then ESDC shall, upon receipt of Replacement Security
-. in the amount required under this Section 2.02(d), deliver to Developer the remaining
2.02(ej and
portion of the proceeds, if any, thereof. Subject to the provisions of Sections 2.02(e)
below. whenever the EDPL Security exceeds the Security Threshold
Thresh01d -— Phase I
2.02(f) below,
andlor Security Threshold -— Phase II, as the case may be,
be. ESDC shall, within twenty (20)
and/or
days of receipt of written notice from Developer,
peveloper, surrender the excess portion of EDPL
elys
Develppef) :'.or accept' replacement EDPL Security in the
Security (as designated by Develpp`thi):Dr
16

 andlor Security Threshold -— Phase II, as the
amount of the Security Threshold -— Phase I and/or
case may be, and concurrently surrender the EDPL Security being replaced. If requested
by Developer, ESDC shall promptly deliver, together with any
apy Letter of Credit-being
Credit:being
Credit
of
(in form
,.returned
confinnation to the issuer of
of such Letter
fonn
returned hereunder, written confirmation
that ESDC consents to cancellation thereof.
thereof.
reasonably satisfactory to such issuer) :that
- ..,•
(viii) In the event that Replacement Security is not
(viii)
delivered to ESDC on or before the maturity date of a Treasury Bill, ESDC shall be
entitled to redeem the Treasury Bill, in which event the proceeds thereof shall be
reinvested in Treasury Bills maturing in no more than ninety-two (92) days. Such
Treasury Bills shall be held as security for the purposes set forth in this Article IL
II.

or

(ix) If, pursuant to the provision of this Article II, ESDC
redeems, sells
sensor
foi-paymenfany
EDPLSecurlty,
aiid~tlie
proceed"s thereof"Cio
presents
for
Security, and
or
payment any EDPL
the proceeds
thereof (io
the extent not otherwise applied hereunder) are invested and reinvested by ESDC in
of ESDC and maturing in no more
name'of
m<?re than ninety-two
Treasury Bills registered in the name
(92) days, and ESDC maintains an account at a financial institution for the purpose of
investing and reinvesting such proceeds, the reasonable costs and expenses payable to
such financial institution in connection with such account and such investment and
reinvestment shall be borne by Developer and shall be paid to ESDC within thirty (30)
days after Developer's receipt of written demand therefor.
Other Security. If, at any time in either of the Proceedings,
(.e)
(e)
deliv~r to the Court any additional or substitute cash,
the Court shall order ESDC to obtain or to deliver
cash equivalent or other security ("Other Security"), including, without limitation, letters of
DevelC5p'er, within
Within thirty (30) days after demand
de~and therefor or
credit, bonds or undertakings, then Developer,
within such shorter period as the Court shall
shail require, shall deliver such Other Security. If, in
accordance with the foregoing, Developer delivers any Other Security, then, for the period
beginning when Developer delivers such Other Security and ending when such Other Security is
returned to Developer (and to. the extent and for so long as the Court does not (a) prohibit such
than in lieu of, the
,to, rather.
addition.to,
rather.than
reduction or (b) recommend that the Other Security be in addition
EDPL Security), the amount of EDPL Security required hereunder shall be reduced by the
amount of such Other Security. Notwithstanding the foregoing, the fair market value of the sum
everit be less
less.th~
than the fair market value of
of such EDPL Security and Other Security shall in no event
b~ required
r~quired to be maintained hereunder but for the
the EDPL Security that would otherwise be
such" Other Security. If and
an~ When.
when' such Other Security is no longer required by the
posting of suchOilier Security is returned to Developer, Developer shall deliver EDPL
Court, then before such Other
Security in the amount of Other Security being returned or in such lesser amount as shall be
necessary so that the EDPL Security shall equal the Security Threshold -— Phase I and/or Security
Threshold -— Phase II, as the case may be.
(f)
Substitute Security.
Notwithstanding the foregoing
De~~loper under Section 2.01
provisions of this Section 2.02, when the making of a payment by Developer
(for purposes of this paragraph only, the "applicable payment") results in the EDPL Security
exceeding the Security Threshold -— Phase I and/or Security Threshold -— Phase II, as the case
suri~hder any Letter of Credit or to accept Replacement
may be, ESDC shall not be obligated to surrender
Security in place of any Letter of Credit, on account of such excess, until the earlier of (x) the
17

 pn which the applicable .payment
payment was made by Developer or .
ninety-fifth (95th) day after the date on
of such applicableapplicable'" payment) - on which
~hich Developer delivers
.- (y) the date (on or after the date ofSubstitute 'Security (as hereinafter defined) to ESDC with respect to the applicable payment.
Substitut~ Security in an interest-bearing
interest-:bearing account. ESDC
ESDC shall hold any cash delivered as Substitute
t9 Developer on the date that is ninety-five (95) days after the
shall return any Substitute Security to
date on which the applicable payment was made by Developer, unless, prior thereto, Developer
shall have filed a voluntary petition (or there shall have been filed against Developer an
UIrited States Code, in which .case
case ESDC shall be
involuntary petition) under Title 11 of the United
entitled to retain the Substitute Security until the statutory period for avoidance of transfers under
pdor to the lapse of said
Section 547 of said Title shall have elapsed; provided further, that if, prior
av~ided by the trustee appointed in such proceeding
proceeding. with
period, the applicable payment is avoided
theh ESDC (to the extent of any refund made because of such
respect to Developer's property, then
ta.(a).retain
arw,cash
then.held .as-Substitute.-Security.
a). retain.~al!Y-,
casp..then-held
avoidanceJ-shalI- be. entitled .10_(
as-Substitute Security_ with .respect-toavoidance)_shall_beentitled
respect_tci
redee:Q? any Treasury Bill, or demand payment under
~der any
the applicable payment, or (b) sell or redeem
undertaking held by ESDC as Substitute Security with respect to the applicable payment, and
retain the proceeds of such sale or redemption, or sums paid pursuant to such demand. If such
so avoided, together with ESDC's outpayrnentso
cash, proceeds or sums exceed the amount of the payment
of-pocket costs (including, without limitation, reasonable attorneys' fees and expenses) incurred
tp.e avoidance (and any legal proceedings in connection therewith) or ESDC's
in connection with the
actions to enforce any undertaking held as Substitute Security, such excess, together with any
interest thereon, shall be returned to Developer. "Substitute Security" means either (A) cash
and/or one or more Treasury Bills and/or a Letter of Credit in the aggregate amount of the
undertaking, in form satisfactory to ESDC,
wrjtten .undertaking,
applicable payment, or (B) the unconditional. written
Developer' having
hav'irig a net worth in an amount equal to at least two
of a person or entity other than Developer
the' applicable payment, to pay to ESDC an amount
hundred percent (200%) of the amount of the
the applicable payment is avoided as described
equal to the applicable payment in the event that .the
in this paragraph.
<

.
.
Section 2.03 Certain Rights of ESDC Respecting EDPL Security. If Developer
Costs in the manner and by the date provided in
shall fail to pay any Group A Site Acquisition J:;osts
2".01 hereof, such failure shall constitute an Event of Default hereunder and ESDC
Esbc shall
shan
Section 2.01
the' extent required for the payment
paYment of any
have the right, without further notice to Developer, to the
such unpaid Group A Site Acquisition Costs, to (a)(i) present any Letter of Credit for immediate
diSCOUnt .or redeein
rede2in at maturity any Treasury Bills then registered in
payrnent and/or (ii) sell at discount
payment
ED PL Security and (b) apply the proceeds thereof to the payment of such
the name of ESDC as EDPL
Acqui~ition Costs. If Developer,
Developer_ shall fail to deliver, increase, renew
ren~w or
unpaid Group A Site Acquisition
EDP~ Security or
ot any Other Security in the manner provided in Section 2.02, such
replace any EDPL
failure shall constitute a Default hereunder. ESDC shall have the right, upon notice to Developer
remedie~ provided hereunder and
an~ without the same being
(in addition to all other rights and remedies
deemed to be a waiver or a cure of any Default that may have occurred), to (a) present for
fIfteen (15) days
d!:!-ys after such presentment and
payment any Letter of Credit that will expire within fifteen
2. 02 (d) (viii), to redeem any Treasury Bill
Biil which is not replaced on or
(b) as set forth in Section 2.02(d)(viii),
proceeas of any EDPL Security which ESDC
E£DC redeems,
befo re the maturity date thereof. The proceeds
before
Agreement' shall be held as
sells or presents for payment pursuant to the provisions of this Agreement
security for the purposes set forth in this Article II and applied to the payment of Group A Site
Site:
Acquisition Costs. Such proceeds, to the extent not applied to the payment of Group A Site
18

"

 Acquisition Costs or not required, according to ESDC's
ESDG:'s estimate, to be so applied within the next
Acquisitidn
no.
ninety-two (92) days, shall be invested and reinvested by ESDC in Treasury Bills maturing in no
inyestment and all interest thereon shall be treated as
more than ninety-two (92) days and such investment
further proceeds of the EDPL Security. No presentment, sale or redemption of all or any portion
!pplication thereof, shall relieve Developer
D.eveloper of its
of the EDPL Security hereunder, and no application
obligation to maintain
m~jntain EDPL Security in the amounts otherwise required under this Article II.
. Notwithstanding the foregoing:
foregoing: (a) the failure by Developer to pay Group A Site Acquisition
adequate EDPL Security
Securi~y or Other Security is held shall not constitute a Default
Costs for which adequbte
or Developer's Delay if Developer is otherwise in full compliance with the provisions of Article
II; (b) any EDPL Security or Other Security which ESDC presents, sells of
or'redeems,
redeems, as the case
may be, in order to pay Group A Site Acquisition Costs or to prevent the expiration of a Letter of
Credit shall not be. required to be replaced by Developer if Developer is otherwise in full
compliance. with-the-With..the..provisions_
provisions..-of
of Article
II,. including—the_maintenance.
jncluding~the_.maintenance ..-of
of .the-.Security.
Article,.. II,compliancethe- Securityandfor Security
S~.curity Threshold -'
— Phase II, as the case may be, and (c) the failure
Threshold -— Phase I and/or
of Developer to renew or replace EDPL Security or Other Security shall not constitute a Default
or Developer's Delay if such security has been presented, sold or redeemed by ESDC and the
II.remaining security meets
meets. all other requirements of Article II.'

Section 2.04 The Proceedings.
(a)

Commencement of Proceedings.

(i)
Commencement of Proceeding -— Phase 1.
I.
2.01 (a) (i), promptly after (v)
Commencement of Proceeding -— Phase I. Subject to Section 2.01(a)(i),
the satisfaction of all statutory requirements with respect to the Project, (w) the resolution
to the reasonable satisfaction of Developer and ESDC of any major litigation (including
an administrative proceeding) against a governmental agency or Developer in which
pennanent equitable relief
relief, prohibiting, preventing or materially interfering
temporary or permanent
with any material aspect of the condemnation, development, construction, financing, use
9r the MGPP,
MGP~, is sought
or occupancy of the Property, as contemplated by this Agreement or
or has been granted, (x) the execution of the City Agreements by Developer and the City,
(y) delivery of notice by Developer to ESDC that the City Agreements have been
executed, and (z) the execution 'of the Commencement Agreement and the delivery of
E'SDC that all documents required to be deposited
deposited. in
evidence reasonably satisfactory to' ESDC
escrow in accordance with such agreement have been so deposited, ESDC shall, subject
to all applicable EDPL requirements, deliver a notice to Developer that ESDC intends to
file the Petition -— Phase I with respect to the Phase I Properties subject to the next
I~'). Simultaneously with
'succeeding
(stich notice, a "Petition Notice -,Phase
succeeding sentence (such
Phase P').
the satisfaction of each of the following conditions: (i) the delivery of the Petition Notice
-— Phase I to Developer, and (ii) Developer's delivery of the EDPL Security in
in. accordance
Section
2.02(a),
ESDC
shall commence the Proceeding -— Phase I with respect to the
with
2. Phase I on such date. In the event the Petition -—
Petition"":
Phase I Properties by filing the Petition
respect. to..all of the interests in the Phase I Properties, ESDC
Phase I is not granted with respect.to;_all
consultation: with Developer, either (a) proceed with the Proceeding -—
shall, after further consultation
. Phase I with respect to those interests as to which .the'·
the. Petition -— Phase I is granted, or (b)
(i) withdraw the Petition -— Phase I; (ii) not file any acquisition map(s); and (iii) undertake
re~file the Petition -— Phase I, or (c)
( c) appeal the
t4e failure to grant the Petition -,,-Phase
to re-file
Phase I.
19

f·

.

 II. Subject
(ii)
Commencement of Proceeding -— Phase IL
to
satisfaction
to Section 2.01(a)(0,
2.01(a)(i), promptly after (x)•
(x}the
the
reasonable
of
resolution
the
(including.an
-an administrative proceeding)
Developer and ESDC of any major litigation (including
pennanent equitable
govenunental agency or Developer in which temporary or permanent
against a governmental
the.
relief, prohibiting, preventing or materially interfering with any material aspect of the
condemnation, development, construction, financing, use or occupancy of the Phase II
Properties as contemplated by this Agreement or the MGPP, is sought or has been
executed. copy of the completion guaranty (certified
granted, (y) delivery to ESDC of an executed
Developer as being true and complete) delivered by Forest
by an authorized officer of Ddveloper
City Enterprises to, and accepted by, the MTA and the LIRR with respect to the
Yard . and,
and~ its obligations under the Yard Construction
construction of the Upgraded Yard
ESDC:·bf
of an officer's certificate from an authorized officer
Agreement, and (z) delivery to ESDO
of,Dev.eloper
..thaLno-event_of.default,has
occurred ..andAs_
and,-is.then-.continuing.under.
stating_thatno_event-of
default_has .._occurred_
then_continuingainder
_Developer .stating
of
the Yard Construction Agreement and the MTA Air Space Purchase and Sale Agreement,
EDPLrequirements,
notice·to Developer
requirements, deliver a notice-to
ESDC shall, subject to all applicable EDPL
PhaSe H
II with respect to the
th~ Phase II Properties
Propertie~
that ESDC intends to file the Petition -— Phase
subject to the next succeeding sentence (such notice, a "Petition Notice -— Phase II").
foHowing conditions: (i) the delivery
Simultaneously with the satisfaction of each of the following
of the Petition Notice -— Phase II to Developer and(ii) Developer's delivery of the EDPL
Section 2.02(b), ESDC shall commence the Proceeding -—
Security in accordance with Section
Pr,operties by filing the Petition on such date. In the
Phase II with respect to the Phase II Properties
event the Petition -— Phase II is not granted with respect to all of the interests in the Phase
II Properties, ESDC shall, after further consultation with Developer, either (a) proceed
which' the Petition -—
with the Proceeding -— Phase II with respect to those interests as to which
Pha;>e II;
Phase II is granted, or (b) (i) withdraw the Petition -— Phase
H; (ii) not file any acquisition
map(s); and (iii) undertake to re-file the Petition -— Phase II, or (c) appeal the failure to
grant the Petition -— Phase II. Notwithstanding anything to the contrary in this Agreement,
Developer may request that ESDC prosecute more than one Petition
Petitio;n - Phase II
H for the
P4ase II in multiple Proceedings, thereby
acquisition of the Group A Properties -— Phase
the Parcels .comprising
ofthe
subdividing. the condemnation of
subdividing
comprising the Group A Properties -— Phase
With its own Vesting Date -— Phase II. In such event,
II into more than one phase, each 'With
pro rata adjustments would be made to the Group A Site Acquisition Costs -— Phase II
'required to be paid by Developer, and any EDPL Security given to secure such costs,
allocable to the Parcels which are the subject of each Proceeding.

(b)
Prosecution of Proceedings. ESDC shall prosecute the
Proceedings diligently and in good faith. The acquisition of all Parcels in the Proceedings shall
encurnbr~ces other than Permitted Encumbrances, including, without
be subject to no liens or encumbrances
Mortgages.
the
Existing
limitation, ~e ~xisting M,ortgages.
(c)
Consultation
(c)
Consuli~tioil With Developer. Except with respect to (i)
offers made by ESDC under Article 3 of the EDPL or (ii) any appraisals of a Group A Parcel
obtained from time to time by ESDC ("Appraisals") (including the Approved Appraisals), the
preparation thereof, or the Appraised Value, Developer and its attorneys shall have the right to •.
consult with ESDC and its attorneys about the Proceedings. Notwithstanding Developer's right
of consultation and subject to the further provisions
provisiops of this Section 2.04 and Articles III and IV
20

 all'decisions
decisions in the Proceedings shall be made solely by ESDC, except for matters
hereof, all
approval.'
'
.
requiring Developer's approVal.

(d)
Conduct of Proceedings; Proposed Settlements by Group A
successfully' the
Property Condemnees. If ESDC believes that it will be unable to negotiate successfully
foraa Group A
A Parcel,
Parcei, ESDC shall promptly so notify Developer and shall .litigate.
award for
litigate the
compensation due in full for the Group A Property, in good faith and with reasonable diligence
fl1;lal judgment, including the filing
(subject to ESDC's statutory obligations) to conclusion by final
apP,ea1s other than those reasonably determined by ESDC to be
and prosecution of any appeals
a:nd the defense of any
anr appeals
app~als taken by a Group A Property
unnecessary or undesirable and
Condemnee. Notwithstanding the foregoing, if
if ESDC receives a written settlement proposal
A Property Condemnee
Comlemnee whichwhich, it determines not to accept (a "Condemnee's
from a Group A
shall_giveDeveloper _notice_.thereof
together,.. with ...the
,Proposat~)".it.
..1h:~r,e.of..iI). writing,
Miting, ,tog~:ther
$e.prjqe
ESpC.
Proposar,),, it ,sh;:'!1Lgiy~.,p',eY..elpp.~r.,notic.e
price ESDC
'such Group A
A Property Condemnee's
considers in good faith an appropriate settlement for such
~by ESDC or such subsequent price offered by such Condemnee
interest (the price determined ;by
hereip.after referred to as "ESDC's
"ESDC'sProposal").
Within. thirty,
thirty
which ESDC determines to accept is hereinafter
Proposal"). Within
Developer
shall have the option to (a) indicate its willingness
(9) days of such notice,
Willingness to fund
(30)
the entire amount of such Condemnee's Proposal and, on that basis, recommend to ESDC that
ESDC accept such Condemnee's Proposal, in which event ESDC (subject to the further
provisions of this Section 2.04) shall accept such Condemnee's Proposal and Developer shall pay
Section'2.0
1) the full amount thereof (or instruct ESDC in
2.01)
(in accordance with the provisions of Section
amo~t) or (b) indicate its lack of willingness to fund
writing to draw the Letter of Credit for that amount)
,subject to its statutory
the entire amount of such Condemnee's Proposal, in which event ESDC, .subject
obligations, will not accept the Condemnee's Proposal and will continue to litigate the
conClusion by final judgment. Developer shall
compensation due to such Condemnee to conclusion
thereupon fund (in accordance with the provisions of Section 2.01) the entire amount of any final
respect·to
to a Group A Property at issue (or instruct ESDC in writing to draw the
award made with respect
Letter of Credit for that amount).
(e)
Proposed Settlements
Settlements.. by ESDC. ESDC also agrees to
Proposal, If ESDC's
notify Developer of any ESDC Proposal in the absence of a Condemnee's Proposal.
which exceeds the-Appraised
the'Appraised Value of a Group A Parcel in question,
Proposal is for an amount 'which
and if Developer disagrees with ESDC's Proposal, Developer shall have the option, in lieu of
making the payment required by Section 2.01(a)(i), to send a notice to ESDC, within ten (10)
days after notice of such ESDC's Proposal: (a) setting forth the amount which Developer, in its
with such Condemnee
discretion, acting reasonably, considers an appropriate settlement With
A Property
("Developer'S Proposal"), and (b) acknowledging that, in the event the Group A
("Developer's
~uch Condemnee exceeds the
Condemnee rejects Developer's Proposal, and the award granted to such
entire, award to such Group A Property Condemnee shall be funded
fimded by
Developer's Proposal, the entire.
r~ceipt of Developer's notice, ESDC, subject to its statutory
Developer as provided herein. Upon receipt
obligations, shall proceed with
With the offering to
t6 such Group A
A Property Condemnee of Developer's
"event accepted, procee'd
proceeli with the settlement, using such funds
fimds as
as will be
Proposal and, in the event
made available to it by Developer. Upon thirty (30) days' prior written notice of the Group A
Property Condemnee's acceptance of Developer's Proposal (but in no event prior to the Vesting
the' amount set forth in Developer's Proposal fo ESDC (or instruct
Date), Developer shall pay the
ESDC in writing to draw the Letter of Credit in such amount).
amount).'
21

 (f)
ESDC's Statutory Obligations,
(f)
Obligations. Nothing in this Agreement
shall be construed to limit, reduce or derogate from ESDC's obligations to negotiate in good faith
with Condemnees.
Inspections.
, (g)
ESDC -- agrees to facilitate reasonable
Grou,P A Parcel which
V{hich Developer may from time to time
inspections and investigations of a Group
(between the date hereof and Possession) require, provided that (i) such inspections and
-investigations
are, permitted
pennitted by the EDPL and (ii) in ESDC's reasonable judgment, such
investigations are
ProJect or the Proceedings.
facilitation does not adversely affect the Project
Section 2.05 Group A Parcels or Interests Acquired by ESDC Outside the
consultation' with Developer, ESDC may acquire any Group A Parcel or
Proceeding. After consultation
interests therein through negotiations with the owner(s) thereof prior to the commencement of, or
an "ESDC Purchase"); provided (a) each
iiie ProCeeding's
Proceedings (each,
(each,'an'''ESf5CPurChase'');provldeCiTa)
eacli such
such acquisition
acquTsitionshall
of, the
outside ,of,
shall
pp.ase I as to the
file Phase I Properties and
be conditioned on the occurrence of the Vesting Date -— Phase
— Phase II as to the Phase II Properties and (b) title to such Group A Parcel or
Vesting Date ~
onl:{to Permitted Encumbrances.
Epcumbrances. ESDC shall not, in
interest(s) shall be delivered subject only-to
pay'any amount in excess of 100%
lQO% of the Appraised
Appraisec;l Value
connection with an ESDC Purchase, payany
for a given appraised Group A Parcel or interest, or acquire any unappraised interest in such
Developer'S prior written ,consent.
consent. If ESDC, with
Group A Parcel or interest, without Developer's
Developer's consent (to the extent required), enters into a contract for an ESDC Purchase, then,
origin~lly scheduled closing date under
wider such
upon at least thirty (30) days' advance notice of the originally
thirty' (30) 'day'S
days after ESDC's written notice, an
contract, Developer shall pay ESDC, within thirty
,by ESDC in connection with such ESDC Purchase,
amount equal to all amounts to be paid .by
including ESDC's expenses and closing costs.
ARTICLE III
ACQUISITION OF THE GROUP B PROPERTIES
I

Section 3.01

Payment of Group B Site Acquisition Costs.

(a)
(a)
Agreement(s) with Respect to Compensation for the Group
B Arena Property. As provided in the Arena Land Purchase Agreement, the parties hereto have
Group B Arena Property under
und~r the
agreed that as Developer's entire award with respect to the Grtiup
Proceeding, (i) Developer may retain the Group B Arena Property Deposit theretofore paid to
Developer and (ii) in the event the entire Group B Arena Purchase Price has not theretofore been
the balance of the Group B Arena Purchase Price to
pay.the
t9 Developer, subject to
paid, ESDC shall pay.
the
applicable
amount
is received under the City Funding Agreement. Such
as and when
Purchase. Agreement which expressly
agreement and the other provisions of the Arena Land Purchase,
I{eveloper (or its Affiliate
survive a condemnation are hereby ratified and confirmed. ESDC and Developer
enter-into any agreement or stipulation
stipUlation
which owns the applicable Group B Arena Property) shall enter•into
reasonably requested by the other in order to effectuate such agreement.

Agreement(s) with
With Respect to Compensation for the Group
(b)
Property. Developer and ESDC have agreed that the compensation payable by ESDC
B Other Property,
one dollar in the aggregate. ESDC and
with respect to the Group B Other Property shall be -one
Developer (or its Affiliate which owns the applicable Group B Other Property) shall enter into
., 22

 ','

stip'ulation reasonably requested by the other in order to effectuate such
any agreement or stipulation
agreement.

Other Group B Site Acquisition Costs in the Proceedings.
(c)
(c)
All other Group B Site Acquisition Costs incurred by ESDC in connection with the Proceedings
shall be paid by Developer to ESDC within thirty (30) days after Developer's receipt of ESDC's
written demand therefor, such demand, except as otherwise provided herein, to be accompanied
amoUnts for which payment is demanded. All payments
by evidence reasonably establishing the amounts
to, this Section 3.01 shall be held in trust by ESDC and shall be used
to ESDC made pursuant to.
only to pay the costs giving rise to such payment. ESDC need not post any bond, and shall in no
event be liable for punitive damages, in connection with such trust arrangement.
(d)_
Beneficiaries (),f.
of p~yel()Pe::r,'~,
Developer's :,t\~~ee.~~Ilt~,.
Agreements. ,,?ach
Each .P'arry's
party's
_,.
J~l,Be.Ilefi~hll:i~s
are'solely
agreements under this Section 3.01 to make payments or cause payments to be made, are
solely
for the benefit of the other party hereto and are not, and shall not be deemed or construed to be,
covenants or agreements for the benefit of any other Person.
ARTICLE IV
ACQUISITION OF THE GROUP C PROPERTIES
Section 4.01 Payment of Group C Site Acquisition Costs. Developer shall pay
GroupC
S~te
all Group
Acquisition Costs in the following manner:
Site
C
(a)
Agreement with Respect to Compensation for Group C
(a)
Properties.
and
ESDC
have
agreed that the compensation payable with respect to the
Developer
Properties,
Group C Properties shall be the amounts if any, payable by Developer under the City .
amount, shall be paid by Developer
peveloper directly to the City at the times and in the
Agreements. Such amount
Agreemerits ..• ESDC and Developer shall enter into any agreement
manner provided in the City Agreements.
or stipulation reasonably requested by the other in order to effectuate the foregoing.
(b)
(b)
Other Group C Site Acquisition Costs in the Proceedings.
All other Group C Site Acquisition Costs incurred by ESDC in connection with the Proceedings
shall be paid by Developer to ESDC within thirty (30) days after Developer's receipt of ESDC's
written demand therefor, such demand, except as otherwise provided herein, to be accompanied
by evidence reasonably establishing the amounts for which payment is demanded. All payments
to ESDC made pursuant to this Section 4.01 shall be held in trust by ESDC and shall be used
only to pay the costs giving rise to such payment. ESDC need not post any bond, and shall in no
event be liable for punitive damages, in connection
coiuiection with such trust
trust~angeIpent.
arrangement.

(c)
Beneficiaries of Developer's Agreements. Developer's
this Section 4.01 to make payments or cause payments to be made, are solely
under.this
agreements under,
for the benefit of ESDC and are not, and shall not be deemed or construed to be, covenants or
agreements for the benefit of any other Person.

23"
23'

 ARTICLE V
ACQUISITION OF INTEREST IN FIXTURES OF COMMERCIAL TENANTS
.for Fixtures of Commercial Tenants. It is the express.
Section 5.01 Payment for
I?eveloper shall pay
pay' all costs associated with the
that Developer
understanding of the parties hereto -that
accordance with this Article V. The provisions of
in~:~ccordanc~
condemnation of Fixtures at the Property in
Article II hereof shall apply to the acquisition of Fixtures owned by Commercial Tenants with
respect to Group A
A' Properties and Group B Properties as if (i) all references therein to Group A
lik~ import) were to Commercial Tenants, (ii) all references to the
Property Condemnees (or of like
Group A Parcel or Group A Properties -or interests therein (or of like import) were to said
Fixtures, (iii) all references to Group A Site Acquisition Costs (or of like import) were amounts
payable with respect to said Fixtures in connection with the condemnations, (iv) all references to
each. Group A Parcel shall be to the Appraised Value
Appraised.
Appr~s.~.4. Value_of
Yalu~_P.f.~ac_bJkQ.upj\J?,~Q.~bhalLh~.~L1:b.~~Appraised.
Y!llue of
9f said Fixtures.
Fixtyr~$..L

Section 5.02 Site Acquisition Costs. Any amounts paid or costs incurred by
ESDC in connection with the acquisition of Fixtures owned by Commercial Tenants pursuant to
Section 5.01 shall be deemed Site Acquisition Costs with respect to the applicable
applicabl~ portion of the
Property.
ARTICLE VI
POSSESSION AND MANAGEMENT OF PROPERTY ACQUIRED BY ESDC; GENERAL
.
SITE ACQUISITION COSTS
Section 6.01.
6.01· Possession of the Property.
PropertY. ESDC shall seek, with all reasonable
each Property acquired by ESDC including,
diligence, the removal of any occupants from
frorn-each
assistimce obtained in the Proceedings pursuant to Section
without limitation, through writs of assistance
405 of the EDPL. ESDC shall consult with Developer and its counsel in. connection with such
removal, including (in connection with such consultation) the presentation to Developer of
proposed allowances towards moving expenses to be used by ESDC in respect of residential and
commercial tenants- or occupants (such allowances to be based on a survey of existing tenants
and occupants conducted by a consultant prior to any settlement offers) in accordance with the
Relocation Program for the Project described in Exhibit "C" attached hereto. Without limiting
the foregoing, Developer shall perform its obligations set forth in said Exhibit "C."
•. Section 6.02 Interim Leases.
Leases, . Promptly following the granting of the Petition -—
II,
ESDC
and Developer (or one or more of its Affiliates) will enter
Phase I and Petition -— Phase
into one or more Interim Leases with respect to the Parcels; provided that the Interim Leases
shall not grant possession of any occupied Parcels until such time as ESDC obtains Possession of
such Parcel.
Section 6.03 Developer Indemnification.
fullest' extent permitted
pennitted by law, Developer
-Developer shall
(a)
To the fullest
p'evelopment Corp. and their respective officers,
indemnify ESDC and Brooklyn Arena Local Development
attorneys;- agents and each
~ach of their respective affiliates
directors, employees, board members, attorneys,.
Parties II), anthhold
and;,-h'old each of the Indemnified Parties harmless from
(collectively, the "Indemnified Parties"),
and against, any and all Claims that may be paid, incurred, related to, arising from, imposed

24

 upon, incurred by or asserted against any of the Indemnified Parties by reason of any of the
following, unless caused by the negligence or willful misconduct of such Indemnified Parties or
property·manager:
ESDC's property
manager: (i) any accident, injury to or death of any Person or loss of or damage
to property occurring on or about any Parcel or as a result of any act or omission occurring on or
with respect to any Parcel or any other matter or thing arising out of the use, repair, maintenance,
th~ streets, sidewalks or service roads, as applicable,
operation or occupation of any Parcel, or the
t~ have arisen against or on any Parcel;
adjacent thereto; (ii) any lien or claim that may be alleged to
(iii) any failure on the part of the Developer to perform or comply with any of Developer's
obligations under this Agreement; (iv) all Management Costs; and (v) ESDC's ownership interest
in any Parcel. Developer shall defend the Indemnified Parties with counsel reasonably
satisfactory to the Indemnified Parties (unless the indemnified Claim is covered by insurance, in
insurance carrier), shall keep the
which event counsel shall be attorneys for, or approved by, the .insurance
apprised -of
·of ·all--Iega}:~proceedings--and·
enter- -into- any- -settlementall--legal-Lproceedings-and shall- -not- enter--intoParties ·app:rised
Indemnified ·Parties
without the Indemnified Parties' prior written consent, which shall not be unreasonably withheld.
(b)
Developer's indemnification obligations under this
Agreement shall not be affected in any way by the absence of insurance coverage, the amount of
any deductible, or by the failure or refusal of any insurance carrier to perform an obligation on its
part under insurance policies procured by or on behalf of any Indemnified Party. Any amounts
De-veloper to an Indemnified Party under this indemnity that are not paid
that become payable by Developer
within ten (10) Business Days after demand shall bear interest at the Interest Rate from the date
.
of such demand by the Indemnified Party.
Section 6.04 Management, Maintenance, Income, Costs. From the date of
until.Possession
Possession of such Parcel is obtained by ESDC
acquisition by ESDC of title to each Parcel until.
Interim Leases, ESDC shall manage, maintain and
theiInterim
and delivered to Developer pursuant to the
Parcel. to be managed, maintained and operated). All
operate such Parcel (or cause such Parcel
maintenance,
management,
operation, relocation and
anq obtaining Possession of
reasonable costs of
by insurance or caused'by the gross
the .Property,
Property, or any interest therein not otherwise covered !Jy
ESDC or its property manager and consistent with an annual
ofESDC
negligence or willful misconduct of
aft~r consultation with Developer
property management budget reasonably prepared by ESDC after
("Management Costs"), less any use and occupancy payments received by ESDC from the
Property, shall be the responsibility of Developer. The reasonably anticipated Management
Pibperty,
paid.by
Costs (less such use and occupancy payments) for a four (4) month period shall be paid
.by
tp the date of acquisition of title. At least thirty (30)
Developer into an imprest account prior to
foui~(~) month period, ESDC shall reasonably prepare a
days prior to the expiration of such four`()
"estimated Management
revised budget after consultation with Developer and the reasonably -estimated
occupancy
and
payments)
use
for
the
two
mont? period after the expiration
(2) month
Costs (less such
of such four (4) month period and Developer shall make any payment to such imprest account to
cover any such reasonably estimated shortfall for said two (2) month period. At least thirty (30)
days prior to the expiration of such two (2) month period, and any subsequent two (2) month
theteaft~r until ESDC has delivered Possession of all Parcels to Developer pursuant to the
period thereafter
Interim Leases, ESDC shall reasonably prepare a revised budget after consultation with
Developer shall make any _payments .to such imprest account in the manner
Developer and DeYeloper
ampunt so
eyent that Management Costs exceed the amount
provided in the previous sentence. In the event
De~eloper to ESDC as the same are incurred,
incurred: within
deposited, such excess shall be paid by Develbper
twenty (20) days after demand by ESDC therefor. Any excess of use and occupancy payments
25

 '.

received with respect to the Property over any Management Costs then payable with respect
thereto shall be deposited into said imprest account and shall be applied to the payment 'of any
.occupancy
Management Costs thereafter incurred, which have not been defrayed by use and ,occupancy
any Parcel, ESDC shall
Simultan~ously with obtaining Possession
~.bssession of
of-any
shap terminate all
payments. Simultaneously
managemerit contracts entered into
intci by ESDC with respect to such Parcel(s). Any
property management
amounts remaining in the imprest account relating to the Phase I Properties upon the delivery of •
the- Phase I Properties shall be paid to Developer. Any amounts remaining in the
Possession of the
Pl1ase II
imprest account relating to the Phase II Properties upon the delivery of Possession of the Phase
Properties shall be paid to Developer. ESDC shall maintain or cause to be maintained insurance
. for the Phase I Properties and Phase II Properties as they are acquired (other than vacant
type and extent
properties) (which shall name Developer as an additional insured) of the type,
described in the Interim Leases, subject to the reasonable approval of Developer with respect to
-(ta...the-extent
the..insurance-carrier,insurance--limitsinsurance,.carrier,.-insurance--limits··Cto
the--extent.the
same-differ..from~.the.type"and--extent.
-the..same-differ
from..the--type, and- extentthedescribed in the Interim Leases), form of policy, premium cost and deductible. Without limiting
~ght of
of. subrogation permitting Developer to make
the foregoing, said insurance shall have a right
claims against said insurance carrier. Developer shall reimburse ESDC for the costs incurred by
constijute Management
or on behalf of ESDC with respect to insurance. Such payments shall constitute
Costs for purposes hereof. ESDC shall not enter into any new leases during said period, but may
month~to-month use and occupancy agreements
&greements with occupants and endeavor to
enter into month-to-month
collect use and occupancy payments from such occupants, (or to the extent permitted, offset such
payments against any condemnation advance payments or awards) provided that such use and
occupancy agreements do .not interfere with the development
. or construction of the Project.
W2quisition Costs. All General Site Acquisition Costs
Section 6.05 General Site Acquisition
incurred by ESDC in accordance herewith shall, except where otherwise specified herein, be
paid by Developer within thirty (30) days after Developer's receipt of written demand by ESDC,
such demand, except as otherwise provided herein, to. be accompanied by evidence reasonably
demanded:
;
establishing the amounts for which payment is demanded.
ARTICLE VII .
MTA ARENA BLOCK PARCEL AND MTA TRANSFER PROPERTY
. Section 7.01 MTA Sale Agreement. Developer has advised ESDC that
MTA Sale Agreement with respect
Developer either has entered into or intends to enter into the MTA
to the MTA Arena Block Parcel. It is the express understanding of the parties hereto that the
P1."0perty. The MTA Sale Agreement will provide:
MTA Arena Block Parcel is not part of the Property.

That all closing documents and other required deliveries for the conveyance of the
(i)
(i)
Parcel are to be placed in escrow in accordance
MT
A
accordance' with the Commencement
Block
Arena
MTA
.
Agreement;
(ii)
That upon the close of the MTA Sale Agreement in accordance with its terms and
(ii)
ESDC shall accept the
the terms of the Commencement Agreement, MTA shall convey, and ·ESDC
MTA Arena Block Parcel
Patcel without additional payment by ESDC or the
conveyance of, the MTA
creation of any additional obligations by ESDC in connection therewith. In connection with
such conveyance, ESDC and Developer shall take all actions necessary to cause the
the·MTA
MTA Arena
i~ the property demised under
under.one
one or more of the Interim Leases.
Block Parcel to be included in
26

 Section 7.02 MTA Air Space Purchase and Sale Agreement. Developer has
ot intends to enter into the MTA Air Space Purchase
advised ESDC that Developer either has or
llights Parcels.
Par.cels. It is the express understanding
and Sale Agreement with respect to the MTA Air Rights
of the parties that the MTA Air Rights Parcels are not part of the Property. The MTA Air Space
Purchase and Sale Agreement will provide that MTA shall convey, and ESDC shall accept the •
conveyance of, all or any portion of the MTA Air Rights Parcels without additional payment by
COIinection therewith. In
ESDC or the creation of any additional obligation of ESDC in connection
cormection with any
~y such conveyance, ESDC and Developer shall take all actions necessary to
connection
cause the MTA
MTA Air Rights Parcels to be included in the property demised under one or more of
Affiliate.·
Developer or its Affiliate:
-_the Interim Leases or a development lease between ESDC and <Developer

all

i

.

.Transfer Agreement.
Section 7.03 MTA ..Transfer
The MTA, ESDC and/or the .
4S .Affiliates.
shell,enter .iRl~uhe
in. to the .MTA.
Transfer ._Agreernent
eloper
,pursuant to Y{higb.~.
12.v.y.elop
er or
w. jt§
.affi.li$!tes. §..h~IL~Ilt~r
_MI~._ Inm.sf~r
Ag[e~IU,e!lLPJ·wmapt..!9...
.De
_which_
MTA or its designee in accordance
ESDC agrees to convey the MTA Transfer Property to the MTA
tenns of such agreement. .
with the terms
y

ARTICLE VIII
EVENTS OF DEFAULT; REMEDIES, ETC.
Section 8.01 Effect of Event of Default. If an Event of Default occurs, then
followin,g rights and remedies, which shall be cumulative:
ESDC may exercise any or all of the following

... .;: ..

4 •

(a)
Realization Upon Security. If the Event of Default consists
of a failure to make a payment when due, ESDC shall have the right to present for payment,
redeem or sell, as the case may be, the EDPL Security up to the amount of such payment and to
apply and hold the proceeds thereof in the manner described in this Agreement.
(b)
Suspension of Obligations. All of ESDC's obligations to
Default. without
Developer hereunder shall be suspended during the pendency of such Event of Default,
reducing', limiting or suspending Developer's obligations hereunder.
in any way reducing,
Costs' and ;Expenses.
(c)
Costs
'Expenses. Developer shall, upon demand,
promptly reimburse ESDC for any and all reasonable out-of-pocket costs and expenses ESDC
cormection with or an Event of Default, including without limitation advances
incurs in connection
interest thereon) in order to correct or attempt to
reasonably made by ESDC (together with 'interest
correct the Event of Default.

Interest. If Developer's Delay consists of failure to make a
(d)
payment when due, then Developer shall pay interest upon the late payment, at an annual rate of
two (2%) percent above the so-called interest rate announced by Citibank, N.A. from time to
time~ for the period of Developer's Delay with respect to such payment, commencing as of the
time;
date when such payment was originally due: :
(e)
Judicial Relief. ESDC shall have the right to bring
(e)
either
at law or in equity, to require Developer
Dey'eloper to perform
perfonn so as
appropriate judicial proceedings,
to correct the Default or to recover any actual damages on account of the Event of Default, or
both.
27

I

,

 ARTICLE
IX
ARJICLEIX
BOOKS AND RECORDS
and"Records.
Records. ESDC shall maintain at an
Section 9.01 Maintenance of Books and
office in New York City complete and accurate books and records with respect to the Site
Acquisition Costs, and the application of funds contributed or paid by Developer hereunder.
in this Agreement shall be deemed to require ESDC to separate Group A Site
Nothing 'in
Costs~ Group C Site Acquisition Costs and General
Acquisition Costs, Group B Site Acquisition Costs,
Site Acquisition Costs or keep separate records thereof.

Section 9.02 Inspection of Books and Records. Developer and its agents and
representatives, shall have the right to inspect, including the right to audit, the books and records
of ESDC which are required to be maintained hereunder.
here~der. ESDC will provide to Developer upon
reques~t; (1) COpies
copies of requisitions, bills
bills' and invoices
invoices of
or all consultants
consUltaIitSaiiciconiiictors
aiircontiictors
written requeit:
other charges which Developer is obligated to pay hereunder (except for portions of
the fees and tither
attorney~client privileged communications, for which
whi<;h
such bills and invoices which are attorney-client
summaries may be provided to Developer), and (ii) reports and memoranda of consultants and
contractors, except for the work-product of appraisers and attorneys and any privileged
documents with respect•to
respect'to pending or threatened litigation.

all

ana

ARTICLE X
MISCELLANEOUS PROVISIONS
Section 10.01 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York. •
Section 10.02 Counterparts. This Agreement may be executed in several
ofwhich
which shall be an original, but all of which together shall constitute one and
counterparts, each of
the same instrument.

Section 10.03 Notices. Any
Anysnqtice,
notice, request, consent or other communication
under this Agreement (each, a "Notice") shall be in writing and shall be given by personal
delivery or mailing the same by registered or certified mail, return receipt requested, addressed to
follows:
the parties hereto as follows:
If to ESDC:
Empire State Development Corporation
A venue
633 Third Avenue
New York, New York 10017
Attention: Senior Vice President, Legal
With a copy to:
& Webb,-LLP
Webb:LLP
Berger &
1633 Broadway
New York, New York 10019
Attention: Charles S. Webb III, Esq.
28

 If to Developer:
Foresl City Ratner Companies
Forest
11 MetroTech Center North
Brooklyn, New York 11201
Attention: General Counsel

Forest City Enterprises, Inc.
1100 Terminal Tower
50 Public Square
Square~;,
44113~2003
Cleveland, Ohio 44113-2003
Attention: General Counsel

Willi aa copy
to:
EiPSTIO:
With

.-~.

..-

& Jacobson LLP
Fried, Frank, Harris, Shriver &
One New York Plaza
New York, New York 10004
Attention: Stephen Lefkowitz, Esq.
other~ change or supplement the addresses to which Notice to
Either party may, by Notice to the other,
such party shall thereafter be given. Notices shall be effective three Business Days after mailing
as provided above or immediately upon personal delivery, against acknowledgment of receipt.

Section 10.04 Assignment.
(a)
(a)
ESDC's Assignment.
ESDC may not assign this
Agreement or any right, title and interest of ESDC hereunder except to any wholly-owned
corporate subsidiary of ESDC and in conjunction with any assignment of an Interim Lease
Al}Y. such assignee shall, for such an assignment to be
pursuant to the respective terms thereof. Any
effective, execute and deliver to Developer an agreement in form and substance reasonably
Develpper, under which such assignee assumes ESDC's obligations hereunder.
satisfactory to Developer,
Any subsequent assignment of this Agreement or such right, title or interest shall be subject to
the provisions of this Section 10.04(a).

(b)
(b)
Developer may not assign this
Developer's Assignment. 'Developer
Agreement or any right, title or interest hereunder, except that this Agreement may be assigned
to (and, to the extent of such assignment, shall be assumed by) (i) an Affiliate of Developer, (ii)
the assignee of an Interim Lease upon an assignment of such Interim Lease made in strict
Interim: Lease or (iii) any Lending Institution (as defined in the Interim
compliance with such Interim
With any borrowing, which Collateral
Leases) (a "Collateral Assignee") as security in connection with
to assume Developer's obligations hereunder if it succeeds to the
Assignee shall only be required .to
interest of Developer hereunder. Any purported assignment of this Agreement or any right, title
hereUnder not complying with the preceding sentence
semence shall be void and of no force or
or interest hereunder
effect whatever and shall constitute an Event of Default hereunder and under the Interim Leases.
Section 10.05 Binding Effect. The Agreement shall be binding upon and shall
benefit of the parties hereto and their respective successors and permitted assigns.
inure to the 'b~nefit
.
29
29
•
~.

 Section 10.06 Entire Agreement: All understandings and agreements heretofore
made between the parties hereto are merged in the written agreements executed by:, ESDC and
Developer which alone fully and completely express their agreement. All such documents are
entered into after full investigation, neither party relying upon any statement or representation
not embodied in such documents.
Section 10.07 No Amendment, Etc. Neither this Agreement nor any provision
ot terminated
amended,' supplemented, waived, discharged or
hereof may be changed, modified, amended,
orally, but only by an instrument in writing signed by the party against whom enforcement of the
change, modification, amendment, supplement, waiver, discharge or termination is sought.
Section 10.08 Survival of Obligations. Developer's obligations hereunder shall
— Phase
Vesting Date
— Phase 11
IT.
survive the occurrence
occurren~e of the
the. Vesting
Ves!in~ Date
9at~:Phas~ I and
~~_Y,esti~~_
Date::
~erm or provision of this Agreement or the
Section 10.09 Severability. If any term
shaJI to any extent be invalid
inyalid or unenforceable,
cjrcumstance shall
application thereof to any person or circumstance
or provisions to persons or
the remainder of this' Agreement, or the application of such term Or
circumstances other than those as to which it is invalid or unenforceable, shall not be affected
thereby, and each term and provision of this Agreement shall be valid 'and
and enforced to the extent
permitted by law,.
law.~

Section 10.10 Developer's Right to Consult. Wherever this Agreement provides
that ESDC will consult with Developer regarding any matter: (a) ESDC shall exert its good faith
mann~r sufficient to enable Developer to
efforts to inform Developer of its plans in a timely manner
shalll;1ave
have the right to communicate
understand and consider the matter(s) at issue; (b) Developer shall
suchmatter(s);
with ESDC and its counsel, orally and in writing, regarding Developer's views on such
matter(s);
and (c) recognizing that the matters are of substantial importance to Developer, ESDC shall
consider Developer's views in good faith. Despite anything in the previous sentence or anywhere
(i) ,Developer's right to "consult" or to take part
else in this Agreement to the contrary, however: (i),Developer's
imply,, any right to consent to or approve any matter, except as
in "consultation" does not imply
expressly provided in the Agreement; (ii) ESDC shall have no obligation to consult with
con~ultation would be inconsistent with any
Developer where ESDC determines that such consultation
~SDC; and (iii) Developer shall
shall have no right to assert any offset, claim,
statutory obligation of ESDC;
counterclaim or defense against any of Developer's obligations under any other agreement
Detween ESDC and Developer, on account of ESDC's failure to consult with
with'Developer
between
Developer where
•
such consultation is provided for in this Agreement.
Representations' of Developer. Developer represents and warrants
Section 10.11 Representations
obtained' all necessary limited liability -company
'company approvals of the
to ESDC that Developer has obtained•
terms of this Agreement. •.

Section 10.12 Group A Parcels Acquired by Developer or its Affiliates. In the
event that Developer or its Affiliates acquire any Group A Parcel or an interest therein at any
Phas~ I as to the Group A Properties -.
time and from time to time prior to the Vesting Date -— Phase
—
Phase I and the Vesting Date -— Phase II as to the Group A Properties -— Phase II (all such
property or interests, "Additional Group B Property"), Developer shall promptly notify ESDC
thereof, whereupon such Additional Group B Property shall be automatically removed from the
r ,
.':"• :
30

 definition of Group A Property for purposes of this Agreement and be deemed added to Schedule
D~veloper), as if such Additional Group
3 or 4 hereto (the determination of which to be made by Developer),
.
. B Property, were so removed and added as of the date hereof.
.B
10.l3 Transfer Tax. The parties hereto agree that no New York City
Section 10.13
Real Property Transfer Tax and no New York State Real Estate Transfer Tax should be payable
cOlUlection with the execution and delivery of this Agreement or any of the
by Developer in connection
other agreements between .ESDC and Developer executed prior to the date hereof. However, if
any such Transfer Tax is payable, it shall be paid by Developer.

' Section 10.14
1O.l4 Existing Mortgages. It is the understanding of the parties hereto
constitUte Permitted Encumbrances for the purposes of
that although the Existing Mortgages constitute
condemnation, promptly
promptly after the
tJie execution and
aIid delivery of the Interim Leases the holder(s) of
the Existing
ExIstIng ~Mortgages
spread' the lIen(S)
Mortgages shall spread
lien(s) "or'the
of the-ExEilngMorlgages
the 'leaseJiolci'
Existing Mortgages to tlie
leasehold
Int~rim Leases and simultaneously therewith cause
cause· ESDC's fee interest(s) in
interests under the Interim
the Property and the fixtures and appurtenances thereto to be released from the lien(s) of the
Mortgages. The holder(s) of the Existing Mortgages shall execute appropriate
Existing 'Mortgages.
instruments confirming that the Existing Mortgages shall be non-recourse to ESDC. '

.

.'

Section 10.15 Estoppel Certificates. Any party hereto (including any successors
.
~uccessors
request
st may
and assigns of any party hereto) within twenty (20) days after written request (which reque.
from"'any
other
party
not be given more often than three (3) times in any twelve-month period) fromany
any
successors and assigns of any othdr
other party hereto), shall execute,
hereto (including
acknowledge and deliver to the requesting party or to any other Person specified by the
l?y the requesting party and
requesting party, a statement in writing (which may be relied upon by
Person indicated in the request
othe~ Person
request. notice):
~otic.e): (a) certifying (i) that this Agreement is
any other
if there are modifications, that this Agreement, as
unmodified. and in full force and effect (or
(or~'if
unmodified
modified, is 'in full force and effect, stating the date of each such modification and providing a
amOlll1ts of EDPL Security and other security held
copy thereof, if requested), (ii) the aggregate amounts
hereunder, and (iii) the amount of all funds theretofore received by ESDC from
by ESDC ;hereunder,
best knowledge of the stating party, there
Developer hereunder; and (b) stating whether, to the best
or any event that constitutes
constitUtes a default by any party
has occurred a Default, an Event of Default 'or
Even~ of Default or other
under this Agreement and, if so, specifying in detail each such Default, Event
requesting
other
matters
as
the
party
shall reasonably request. Notwithstanding
event and such
the foregoing, ESDC shall only be required to make the foregoing certifications hereof if
CO'sts ;.and
rand expenses (including, without limitation,
Developer reimburses ESDC for any costa
cOlUlection therewith.
reasonable attorneys' fees, costs and expenses) incurred by ESDC in connection
Section 10.16 Limitation of Remedies.
(a)
Developer Limitation of Remedies.
Notwithstanding
herein; in
in the event of any Default by ESDC hereunder,
anything to the contrary contained ·herein,.
Developer shall look only to ESDC's estate in the Property (or the proceeds thereof), and
and.no
.no
other property or assets of ESDC or its agents, officers, directors, shareholders, partners or
principals, disclosed or undisclosed, shall be subject to levy, execution or other enforcement
Developer'~' remedies under or with respect to this Agreement.
procedure for the satisfaction of Developer
Notwithstanding anything contained in this Agreement to the contrary, Developer in any event
31

 hereby waives any right to—
to colect
collect from ESDC
ESne any consequential
consequenthli or punitive damages
the: probability or
whatsoever, whether or not ESDC was or should have been aware of the,
magnitude of such damages.

(b)
ESDC Limitation of Remedies. Notwithstanding anything
.
contr::uy contained herein, in the event
even,t of any Default by Developer hereunder, ESDC
~SDC
to the contrary
.shall look only
~nly to Developer for a remedy without recourse to Developer's or its affiliates'
,shall
respective officers, directors, members, shareholders, partners, principals, employees or agents,
and in no event shall ESDC have the right to collect from Developer any consequential or
punitive damages.damages.·
10.17 Enforcement of Terms. No failure on the part of any party hereto
Section 10.17
to enforce any term, covenant or condition herein contained, nor any waiver of any right
lliereunder 'oy-such party, unlesS-iii Wiiting, smilf discharge
or Invalidate
covenantof
or
thereuraer
dfseliargi or
invalidate such Tern,
feriii, covenant
the right of such party to enforce the same in the event of any subsequent
condition, or affect .the
breach or default. The consent
cqnsent of any party hereto to any act or matter must be in writing and
shall apply only with respect to the particular act or :matter
Matter to which.such consent is given and
shall not relieve any other party hereto from the obligation wherever required under this
Agreement to obtain the consent of such party to any other act or matter.

Section 10.18 No Third
'DUrd Party Beneficiaries. Nothing contained herein is
intended to be for, or to inure to, the benefit of any Person other than ESDC, Developer,
Developer's Affiliates, Collateral Assignees, and their respective successors
successor~ and permitted
assigns. No entity
e1,1tity other than .ESDC or its successors and permitted assigns, is entitled, as a
consequence of any term, condition, covenant or agreement
agreell}ent contained in this Agreement or of
to observe or-perform
Developer's failurefailure-to
or. perform' the
th~' same, to seek, claim or recover damages or any
other legal or equitable remedy against Developer.

32

 IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
heretp as of the date first above written.
hereto
NEW YORK STATE URBAN DEVELOPMENT
CORPORATION
d/b/a
EMPIRE
STATE
DEVELOPMENT CORPORATION

/) , -f:

~

By:
By:

G')
(„)
v)

cP,:-k-\)

cJ-.--~

A,,;i-'=\.. \Aj r l""'N!m6~iName: AA
Title:S~h'~
Title:
\Ace_ ~~~del\i- -l ~IJ'"
SerN 4d (\
(‘ V"\;Q.

I

ANSI
Gem M,( C.6
+
..tGeo~"o\'{
C.4V.h.s~

ATLANTIC YARDS DEVELOPMENT COMPANY,
LLC
By:
Name-:
Name:
Title:
BROOKLYN ARENA, LLC
By:
Name:
Title:

, 1·._

33

 IN WITNESS WHEREOF, this Agreement has been duly executed by the parties
written,
hereto as of the date first above written.
NEW YORK STATE URBAN DEVELOPMENT
STATE
EMPIRE
CORPORATION
d/b/a
DEVELOPMENT CORPORATION
By:
Name:
Title:

ATLANTIC YARDS DEVELOPMENT COMPANY,
LLC

~­

t

By:
N,ameDavid L Berliner
NameDavid
Title:
TItle: S Vi Pr 'd

Ice President
est ent
Sr.r, dice

BROOKLYN ARENA, LLC
By:
Name'
Name:
T'tl . .
Title:
1

e.

afR\
D
David'dL
L. B '

aVI .Berliner
erliner
Vice President
President
Sr. Vice

33

 OF NEW YORK
yoRk
STATE OP
COUNTYOFII9'.v.V
cowry
OF

)
S5,:
) ss.:
)

j qt!K
#

before J11e,
ine,, the undersigned,
Notary
te. t~ay
day of September in the year 2009.
200~. befo!"
under~e<i. a NOIIU)'
On'the /I{
for said State personally appeared ft1"\I+~'" 'N,.
L..o..N.M"n
Ipersonally
Public in: and t'or
\t4 L-OlatiAM
known to
kl10wn
to me.
me· or
OJ proved to me on the basis of satisfactory evidence to be the individual(s)
individuaJ(s) whose
name(s):is (are) subscribed to the within instrument and acknowledged
ackn.owledged to me that he/she/they
narne(s):is
hisfl1er/their capacity(ies),
capacily(ies). and that by his/her/their
hislherltheir signature(s)
sjgnalure(s) on the
executed the same in his/her/their
jnstrurnent~ the individual(s),
indhdduaJ(s), or the person upon behalf
behalfofwhich
individual{s)
acted,
instrument,
which
the
of
individual(s) acted.,
exectlleq.
th~,
instrument.
executed. the
1
4‘

Joseph e. PETILLO
Maly PubliciSte,te of Nevi Yak

No.W48348.0.,Wad to
Canzinitabo ttimitit4an. 3runtio

STATE OF NEW YORK
COUNTY OF

(Sigriatute
esignanite

.eofperson
ofpersoYl taking acknowledgment)

)
S5.:
)) as.:
))

On the _ day of September
S~ptem.ber in the year 2009, before me, the.
the undersigned,
lmde.rsigned, a Notary
State personally appeared _.
Public in and for said Slate
, personally
or·proved to me on the basis of satisfactory evidence to be the individual(s) whose
known to me or-proved
nam~(s) is (are) subscribed. to the within instrument
instrumen1 and acknowledged to me that he/she/they
he/sheithey
name(s)
hjs!her/their capacity(ies), and that by his/her/their signature(s) on the
executed the same in his/her/their
instrument the individual(s),
individuaJ(s), or the person upon behalf of which the individual(s) acted.
instrument.,
ins1rumenr.
executed the instrument.

ror

(Signature
(SignCJfwe and office of
ofper
person
laking acknowledgment)
son taking

YORK.
STATB
STATE
':,' .J" .... ,' Oi'~~NEivt
...... :I:'::. ,"
:.;~'.

)
) S5,:

COtJ-KiTy'qF::~
_ _ _ _ _ )'
OF
COUNTY

the
day
. . On
Qii~~'_
4.ay of September in. the year 2009,.before
2009, ,before me, the underSigned-,
undersigned, a Notary
Publieiii.:•aritli-fOr
Publ1~ jr.::'an:~;.f:QT:..said- State
St.ate persOnally..appeared
person~l.:y. appeared,
.
.
, ,personally
,.personally
the basis
knOwn to' die.
knO\vl'!
me' or·:prov-ed
me on .tile
~asis of
ofsatisfactory
be' the individual(s) Whose
whose
orproVed to Me
satisfactory evidence to bur
n;.:nrl:e(~)·:jS
{ate;)
st~bsadbed
within
instrument
alld
acknow.ledged
to·
me
that
he/she/they
subscribed
to
kati)
the
Within
insttutnent
and
nani'd(S);fs
acknowledged tame
same in his/her/their capac.i1y(ies),
executcif
(be' 'same
and. that' by his/her/their .signature(S)
·signature(5) on the
executed the
apacily(ies), andthat
instrument, the individual(s).
individual(s)jor
or the person upon
upon' behalfof
behalfofwhich
which the individual(s) acted,
executed the instrument.

(Signaiure and office of
o/person
raking acknowledgment)
(Signature
person taking

 STATE OF NEW YORK

)

)) ss.:
)

COUNTY OF

On the _ day of September in the year 2009, before me, the undersigned, a Notary
, personally
Public in and for said State personally appeared
individual(s) whose
known to me or proved to me on the basis of satisfactory evidence to be the individual(s)
name(s) is (are) subscribed to the within instrument and acknowledged to me that he/she/they
hislher/their capacity(ies), and that by
byhis/her/their
executed the same in his/her/their
his/her/their signature(s) on the
individual(s), or the person upon behalf of which the individual(s) acted,
instrument, the individual(s),
executed the instrument.

ofperson taking acknowledgment)
(Signature and office ofperson

STATE OF NEW YORK
COUNTY OF

J(./4t?S

))
) ss.:
))

D.

On the
day of September in the year
m , 1;J1e
the undersigned, a Notary
year. 2009,
?009", efore
,efore .m,'
s~lid State personally appearea
appeare, ' -0
" / 'L:, "', "Itt
Public in and for said
personally
1rii t
/ " ,,personally
known to me or proved to me on the basis of satisfactory 'evfdenceto
be
the'individual('s}-whose
evidence to the
individual(s)-whose
name(S).
name(~ is (Ire>
('are} subscribed to the within instrument and acknowledged to me that he/sikeAhey
he/she/they
executed the same in his,Wilisit
his/hQ:f!lliett: capacity(,
capacity(4es}. and that by his/her/their signature(s)
signature(s} on the
instrument, the individual(s),
individual('S.), or the person upon behalf of which the individual(s)
individual~) acted,
executed the instrument.

0/person taktiennirtalgment)
ta~ligmen'lj'
(Si 't re and office ofperson
Notary Public, State of New York
,
No. 30-4834577
STATE OF NEW YORK
Qualified in Nassau Co4ttjr
)) ss.:
cO~1
3~&:If
K,l,J'q;,
CommissionExpires March 30
COUNTY OF K./45
))

(

U

On the I day of September in the year..
09, b for e, he-undersigned, a Notary
ye~~~for~he-underSigned,
appeared i22
1
Jyt£/
Public in and for said State personally appeared..
L.
JL
, personally
44-e-/
known to me or proved to me on the basis of satisfactory evidence to be the individual(s)
individual~ whose
name<*is (are) subscribed to the within instrument and acknowledged to me that he/she/they.
he/shefUley"
name(s)-is
hislherltlleif'Capacity(~ and that by his/hcr/their
hislfterltheir signature(s).on
signature~on the
executed the same in his/herftheif-capacity(ius),
individualoo, or the person upon behalf of which the individual(s) acted,
instrument, the individual(t),
executed the instrument.
';

:..

"re and Office
office ofperson
a/person taking aCknowledgment)
acknowledgmentj
Si:re

JEANNE MUCCI
State of New York
Notary
York
Public,
Notary
No. 30-4834577
No.
Qualified in Nassau CCoun.1¥t If
3
Commission Expires March
March3~

 A'
EXHIBIT A
FORM OF LETTER OF CREDIT
[Letterhead of Issuing Bank]
Irrevocable Standby Letter of Credit No. _ _ _ __

Date: _ _ _ _ __

.New
New York State Urban Development Corporation
pevelopment Corporation
d/b/a Empire State Development
633 Third Avenue
New York, NY 10017

Ladies and Gentlemen:
(the "Issuer") hereby establishes at the request of Atlantic Yards
(the
and' Brooklyn Arena, LLC (collectively, "Developer"), in favor of
Development Company, LLC and
New York State Urban
Urpan Development Corporation d/b/a Empire State Development Corporation,
a corporate governmental agency of the State of New York ("Beneficiary"), Issuer's irrevocable
. (the "Letter of Credit").
Creditlt ) •
standby Letter of Credit No.
.
Issl.!er hereby irrevocably authorizes Beneficiary to draw on Issuer, in 'one
one or more draws,
Issuer
the amount then available under this Letter of Credit presented on or
each in any amount up to the
(the "Expiry Date"), in accordance with the terms and conditions
(the
before
swn of _ _ _ _ _-.-_ _ __
hereinafter set forth, the total of all draws not to exceed the sum
1. Drawdown Procedures. Funds under this Letter of Credit are available against Beneficiary's
1.
'on Issuer, which sight draft(s) shall: (a) refer to this Letter of Credit by date and
sight draft(s) •on
("Drawer lt )
number and (b) bear the signature or purported signature. of an officer of Beneficiary ("DraWer")
t9 Beneficiary's account
accoU11t no.
named
named
and (c) specify that payment is to be made to
at
", ABA
ABA #
to
such
or
other
------~-~~~-~~
andlor other bank as Beneficiary may notify Issuer of in writing from time to time.
account and/or
drayvs under this Letter of Credit are permitted.
Partial draws

2. Presentment of Sight Drafts. Sight draft(s) under this delivery by a nationally
nation~lly recognized
2.
overnight delivery service'to Issuer's office located at
]1 Letter
Letter of Credit, in the form
11
attached hereto as Exhibit A, shall be presented by [overnight or presentation may be made in
("Pres~ntation Office").
Office "). Such [overnight
("Presentation
person to our office located at
origi~al Letter of
of.Credit.
delivery, or] personal presentation does not require presentation of the original
Credit.
All sight draft(s) presented hereunder shall be paid by the Issuer in the order actually received,
specifY
up to the total amount then available to be drawn under this Letter of Credit. Issuer may specify
s¥bstitute Presentation Office from time to time at no more than a
an Issuer's office address or substitute
reasonable frequency, but such substitute location shall become effective only upon at least five
I

ifPresentation'Office
Presentation Office is outside of New
New, York City.
City...
Required if

 (5) business days' prior written notice, by registered mail, return receipt requested, to all the
(5)
.
Notice Recipients, as defined below.

3. Issuer's Commitment. Provided the terms and conditions of this Letter of Credit are complied.
with, Issuer will honor any sight draft under this Letter of Credit on the date of receipt if received
1:00 p.m., New York
prior to noon, New York City time, on a business day, or will honor by 1:00
City time on the next succeeding business day if received after noon, New York City time on a
~y the
business day. Payment will be made to the Beneficiary by wire transfer (as instructed by
with the
t1le account information in 1.(c)
1.(e) above), in the
Beneficiary in its sight draft consistent with.
draft; up
up to the amount then available to be drawn under this Letter of Credit
amount of the drafts
<>f any claim by Developer or by any other person. Any number of sight drafts may
irrespective of
If any sight draft
hereunder would cause the
preseme<flieietirioer:
mart presented
pres~nted'nereu:ndefWoura'
~e aggregate amount
amoUnt"'
heremider. "Inffiysiglit'
be fresehtedof all such sight drafts to exceed the initial amount of this Letter 'of Credit, and the only
discrep~cy on the,
the. sight draft or in the presentation is that the amount of the sight draft exceeds
discrepancy
Letter of Credit, then we will not require that a replacement
the'Letter
the then available amount of the
effect"payment, which payment amount will then be,
be. limited to the
sight draft be issued and will effect-payment,
pre'sentation or sight
then available amount of the Letter of Credit. If Issuer determines that any presentation
draft does not comply on its face with the express requirements of this Letter of Credit, then
non-:-complianee immediately upon such determination.
Issuer shall notify the Beneficiary of such non-compliance
Beneficiary may then re-present corrected sight draft(s) to the extent they are able to .do
do so
. provided such re-presented sight drafts
dr~fls arrive
arrive' at our counters on or
or. before the then existing
Expiry Date. As defined herein, the term "business day" shall mean any day other than a
are
Saturday or Sunday or a day on which banks in the State of
are
required or authorized to be closed, or a day on which money transfers cannot be made on the
Fedwire system.
4. Notice Recipients. All notices
noti~es from Issuer hereunder shall be sent to each of the following
separ.C:lfe Written
\!fritten notice, sent by registered or certified mail,
persons (the "Notice Recipients") by a separate
delive~ by a nationally recognized overnight delivery
return receipt requested, or by overnight delivery
service:
(1) Empire State Development Corporation, 633 Third Avenue, 37th
37ili Floor, New York, New
(1)
York 10017, Attn: Senior Vice President;

(2) Berger &
& Webb, LLP, 1633 Broadway, New York, New York 10019, Attn: Charles Webb,
(2)
III, Esq.;
(3) Forest City Ratner Companies, One MetroTech Center North, Brooklyn, New York 11201,
(3)
Attn: General Counsel; and
(4) Forest City Enterprises, Inc., 1100 Terminal Tower, 50 Public Square, Cleveland, Ohio
(4)
.
44113-2003, Attn: General Counsel.
sen~ by registered or certified mail, return
Each Notice Recipient may, by written notice to Issuer sent
receipt requested, change its address, or appoint a substitute Notice Recipient, for all purposes of
this Letter of Credit. Upon receipt of a change of address or appointment of a substitute, Issuer
i.
~.

.

~'

 agrees to promptly acknowledge in writing
vvriting Issuer's receipt of such change. Any such change
shall become
becon;te effective when Issuer has acknowledged its receipt in writing.
S. Reduction Authorization. The face
f,!:ce amount of the Letter of Credit may be reduced upon
5.
delivery by the Beneficiary of a Reduction Authorization in the form attached hereto as Exhibit
B. Presentation of the Reduction Authorization may be made by {overnight
[overnj.ght delivery service or]
presentation in person as stipulated in paragraph 2 above.
6. Miscellaneous. Except as expressly set
set" forth herein, this .Letter
Letter of Credit is irrevocable and
6.
York. and to the
unconditional. This Letter of Credit is subject to the laws of the State of New York,
extent not inconsistent therewith, to the Uniform Customs and Practice for Documentary Credits
(199J'Revision);
-Intemational-ehamber"of-eommerce--Publication-No:
-SOO··(the·'''eeP'');--In-the
Revision), international-Chamber-of-Commerce--Publication-No: -SOO'
(the.-"UCP"):-In-the
(1993law~ of the State of New York and the UCP,
UCP. the laws of the State
event of a conflict between the laws
of New York will prevail. Except as described in this paragraph, this Letter of Credit sets forth in
modified. amended,
amended.
undertaking. and such undertaking shall not in any way be modified,
full Issuer's undertaking,
document. instrument
in~trument or agreement or agreement
amplified or limited by reference to any other document,
referred to herein or in which this Letter of Credit is referred to or to which this Letter of Credit
>·relates. No changes in this Letter of Credit shall be made without the prior written consent of the
-relates.
'
Beneficiary.
related to this Letter of Credit may be sent via mail to the Issuer at the
All correspondence related%
locations stated herein mentioning our Letter of Credit number as it appears above.
yours.
Very truly yours,

Authorized Signer

 EXHIBIT A
TO LETTER OF CREDIT NO. _---"-_ __
SIGHT DRAFT AMOUNT: $_ _ _ __

DATE:--:-_ __
DATE:

AT SIGHT OF THIS BILL OF EXCHANGE PAY TO THE ORDER OF _ _ _ _ __
U.S. DOLLARS VALUE RECEIVED AND CHARGE TO THE ACCOUNT OF

.
...
OF _ _ _ _ _ _,. DATED
pATED
DRAWN UNDER LETTER OF CREDIT NO. _..--_ OF
;..

DRAWER
BY: _ _ _ __
BY:
NAME AND TITLE
TO: ___________
TO:

PAYMENT/WIRING INSTRUCTIONS:_________________

INSTRUCTIONS TO PRESENTATION BANK:_ _ _ _ _ _ _ __

 EXHIBITB
EXHIBIT
B

TO LETTER OF CREDIT NO. _ __
AUTHORIZAnON
REDUCTION AUTHORIZATION

[DATE]
TO: - - WE, [BENEFICIARY NAME], PURSUANT TO THE CONTRACT BETWEEN OURSELVES
AN,
I) A:TIAN=
ANP',1,\TI"f.\.,NTlc~~aRO.S"J2EYEkOfMgNJ_Q.QM~y:,
..LL~..,~Ql}RQQ!<J.Y.tt.AJiE~~"
AND. 41OQ1c-LYNAUNA, '_
LLC, HEREBY AUTHORIZE AND DIRECT YOU TO REDUCE THE FACE AMOUNT OF -.
, BY U.S. $[AMOUNT] TO A NEW FACE AMOUNT
LETTER OF CREDIT NO
[AMOUNT].
OF U.S. $$[AMOUNT].

VERY TRULY YOURS,
[BENEFICIARY NAME]
'

BY:
[NAME AND TITLE OF SIGNER]

 -'

EXHIBITB
EXHIBIT
B

PERMITTED
PERMIITED ENCUMBRANCES
a.
intere~t of the New York City Transit Authority and the Long
All right, title and interest
a.
Island Rail Road Company and its affiliates in and to the following property, if and to the
extent located within the property being acquired: (1) routes, tracks, tunnels, switches,
platfonns, structures or terminals;
tenninals; (2) wires, conduits,
sidings, extensions, connections, platforms,
pipes, ducts, telephone, signal and other communication or service facilities; (3) columns,
footings, bracings, foundations and other structural members; and (4) any other devices,
equipment and facilities used in connection with the operation or maintenance of the
·subwaY'system;'
subway -system;- b.
Public and governmental utility facilities having a physical manifestation within
b.
the area being acquired; all recorded easements, licenses, and other agreements, if any,
for such public and governmental utility facilities and reasonable rights of access to such
public and governmental utility facilities necessary for the maintenance, operation, repair,
replacement or use of the same whether or not embodied in recorded instruments; and
c.
The covenants, restrictions and agreements in the Declaration of Restrictive
c.
Covenant, dated as of September 12, 2007, and recorded in the Office of the New York
14,2008
2008 as CFRN 2008000063495.
City Register, Kings County, on February 14,

 EXHIBITC
EXHIBIT
C
RELOCATION PROGRAM FOR PROJECT
I. ESDC's Relocation Benefits
minill}-urn will consist of the following:
following:
ESDC's relocation program at a minimum
(i) Residential Relocation:
(i)

Referrals to alternative housing will be provided to displaced residential
ojgX4_.residential_
,o,c.cupants
_ES.D~C~s,.relo.q~tjq~LC.Qns:ultf;lIlLwiJlJn~_e,twth,th..e
.xn,et with .the__ftoj~!!t:s_.,r~&id._~tl;qStt
_occupants._...__ES.DC!s..relogatipps_Qnsultant.will
occupants to assess their particular housing needs and to assist :them
them in finding
replacement housing. Real estate brokerage services will be made available at no
charge to the occupants.
TIlls will include payment for
for'
Moving services and expenses will be provided. This
the cost of the physical move, including the cost of transporting personal property
replacem~nt housing location, labor and material, insurance and storage as
to the replacement
necessary ("Moving Costs"). ESDC or its relocation consultant will bid out all
- moves and select the lowest reasonable and responsible bid. The occupant either
may.conduct
may use the selected mover or may
conduct a "self-move" and receive the amount
would
of money that ESDC would;otherwise
:otherwise have paid to the selected mover. No
Moving Costs will be paid until the premises are vacated. Moving Costs will be
uncapped as to amount.
. A relocation assistance payment will be made to each vacating
vac~ting occupant. A:
A onetime Payment
payment of $5,000 per household will be made available to each vacating
res.idential occupant or family to assist in meeting additional expenses
residential
encountered
~ncountered in establishing new living quarters, such as telephone and other
utility hook-up charges, new
new· return address labels, etc. This stipend is also
intended to compensate occupants
occuQants for the inconvenience of having to move, and
and'•
to encourage them to vacate tfieir-units
th'eir'units as quickly as possible.
Commercii! Relocation:
RelocaJion:
(ii) Commercial

Limited commercial relocation assistance will be provided to commercial tenants.
Assistance will include locating and showing available space to the displaced
occupant and providing information
infonnation about private brokers located throughout the
th~
.
City.
In addition, payment will be made for the cost of the physical move, including the
cost of transporting
·cost
transportip.g personal
personaltproperty
property to the replacement site, labor and material,
insurance
'insurance and storage as necessary. ESDC or its,relocation
its.relocation consultant will bid out
any such moves and select the lowest reasonable and responsible bid. No moving
costs will be paid until the premises are vacated.

 Payment will also be made to commercial tenants for other reasonable costs
"relocation, including the cost of relettering or
commonly associated with *relocation,
replacing signs, replacing stationery and reinstalling telephone lines or other
be,.
existing communications equipment. These re-establishment costs shall be
capped at $20,000 per business.

II. Developer's Relocation Benefits
The Developer will provide the following relocation benefits to residential tenants who
have resided in a legal residential dwelling unit at the Project as their primary residence for at
least one year from June 2004 and who are in good standing under the terms of a valid written
such; time-as-·their-premises-are··scheduled·to·
lease agreement-which
'agreement-which' 'is'in".full·force·and~effect-at·
time-as-their-premises-are- scheduled to
is in-full-force and-effect-at-such,
con.demned for the Project:
be condemned
The Developer will provide qualifying residential tenants with reasonably
comparable living space in new units within the Project at their then current rent
commencing during the first year thereof with future rent increases based on rent
stabilization guidelines. A reasonably comparable living space means an
bedrqoms
apartment with approximately the same square footage and number of bedrooms
as such occupant's 'existing
existing unit which is on a floor no lower than the floor of such
existing unit.
If a reasonably comparable space at the same rent is not available, Developer
D~veloper will
pay the difference in rent for a reasonably comparable living space outside of the
\n the Neighboring
Project, which will to the extent reasonably practicable be in
Community (as such term is defined in the Community Benefits Agreement
signed by Developer ,or its affiliate)
affiliate5or such other community acceptable to the
displaced
dispiaced persons and Developer until such time as a unit is made available in the
(giving. effect to standard cost of living
Project site on then comparable terms (giving
-. increases or rent stabilization/control increases, as applicable).
The Developer will assist the.
ge occupants in finding replacement housing during
the-S'e
the period of Project construction and will pay the difference in rent for a
reasonably comparable living space outside of the project site during this period.
Real estate brokerage services will be made available at no charge to the
occupants.
The Developer will also provide a reasonable relocation allowance for the initial
move and
aI).d subsequent move into the Project.

.,

•V
'-:-'

 Missing

SCHEDULE 1I
PROPERTY
current tax
taX map for the Borough of Brooklyn, City
1) The following parcels as identified on the 'current
927. Lots 1,
1'. 16; Block 1118,
1118. Lots 1,
1.5,
6. 21-25, 27; Block
5, 6,
- and State of New York: Block 927,
Block
1,
7,
64;
1120,
Lots
1,
19,
28,
Lots
35;
Block
1121,
Lots
1,
42,
47; Block 1127,
1119.
1.7.64;
1.
19~
28,35;
1.42.47;
1119,
33, 35, 43, 45-48, 5Q;
18-~2. 27, 29, 30,
30,33,35.43,
5Q~ 51, 54-56, 1001-1021 (formerly
(foonerly Lot
Lots 1, 10-13, 18-22,
nOI-1131 (formerly
(foonerly Lot 27); Block 1128, Lots 1,
1,2.4,85-89;
1,3-6,
2, 4, 85-89; Block 1129, Lots 1,
35), 1101-1131
3-6,
81.
13,21,25,39,43-46,49,
54~ 62, 76;
76~81.
13,
21, 25, 39, 43-46, 49, 50, 54,

following-parcels-as.identified-on-the-current-tax. map-for- the-Borough-of-Brooklyn,.CityThe,.following-parcels.as.ideJ:ltified.on-the-current-tax.map-for-the-Borough.of-Brooklyn,,,City--2)- The,
and State of New York: 'Block 1127, Lot 33; Block 1118, Lot 6.
.iair rights" for Block 927, Lots 1 and 16.
3) The "air
Pacific' Street between Carlton and Vanderbilt Avenues; Pacific
4) The following streets: Pacific
Fifth' Avenue between Atlantic and Flatbush
Street between Flatbush and Sixth Avenues; Fifth
Avenues.
Pacific" Street,
Street.
5) Traffic island at Fifth Avenue and Pacific'

 SCHEDULE 2
GROUP A PROPERTIES
Brooklyn Tax Map Blocks: 927, Lot 1; 1120, Lots 19, 28 and 35 (temporary easement or fee
title); 1121, Lot 42; 1127, Lots 45, 47, and portion of 48 (William Outparcel) and 1128; 1128,
Lots 4, 85, 86 and 87; and 1129, Lots 4, 5, 6, 13, 21, 39, 44, and 76; and the improvements,
including any Fixtures for which compensation is required under applicable law, existing therein
or thereon.
.

 SCHEDULE2A
SCHEDULE
2A
GROUP A PROPERTIES -— PHASE I
1121. Lot 42; 1127,
Brooklyn Tax Map Blocks: 1120, Lot 35 (temporary easement or fee title); 1121,
an,d 1128; and 1129, Lots 4,
4,5,6,
13,21,39,
5, 6, 13,
Lots 45, 47, and portion of 48 (William Outparcel) and
21, 39,
44, and 76; and the improvements, including any Fixtures for which compensation is required
.
under applicable law, existing therein or thereon.

 SCHEDULE2B
SCHEDULE
2B
GROUP A PROPERTIES -— PHASE II
Brooklyn Tax Map Blocks: 927, Lot 1; 1120, Lots 19, 28 and 35; and 1128, Lots 4, 85-87; and
the improvements, including any Fixtures for which compensation is required under applicable
law, existing therein or thereon.

 SCHEDULE 3
GROUP B ARENA PROPERTY
5, 21-25 and 27; 1127 Lots r, 10-13, 18-22,
1,5,21-25
18-22,27,29-30,
Brooklyn, Tax Map Blocks: 1118, Lots 1,
27, 29-30,
Brooklyn
35; 43, 46, 48, 50, 51 and 54-56; and the impiovements,
improvements, including any Fixtures for which
35,
compensation is required-under applicable law, existing therein or thereon.

 S
CHEDULE 4
SCHEDULE

B OTHER PROPERTY
GROUP 13
3,25,43,45-46,
Brooklyn Tax Map Blocks: 927, Lot 16; 1128, Lots 1-2 and 88-89; 1129, Lots 1, 3,
25, 43,45-46,
49-50,54,62,
49-50,
54, 62, and 81; and 1121, Lot 47; and the improvements, including any Fixtures for which
compensation is required under applicable law, existing therein or thereon.

 SCHEDULE4A
SCHEDULE
4A
GROUP B PROPERTIES -— PHASE I
1,5,21-25
5, 21-25 and 27; 1119, Lots 1 and 64; 1121, Lot 47;
Brooklyn Tax Map Blocks: 1118, Lots 1,
29-30, 35, 43, 46, 48, 50, 51, 54-56,
18-22,29-30,35,43,46,48,50,
54-56~ 1101-1127 and 1129-1131; and
1127 Lots 1, 10-13, 18-22,
50,54,
54, 62, and 81; and the improvements, including
.Block 1129, Lots 1, 3, 25, 43, 45, 46, 49, 50,
applicab~e law,
law" existing therein or thereon.
any Fixtures for which compensation is required under applicable

 SCBEDULE4B
SCHEDULE
4B
GROUP B PROPERTIES -— PHASE II
1,2,88
2, 88 and 89; and the improvements, .
Brooklyn Tax Map Blocks: 927, Lot 16; and 1128, Lots 1,
including any Fixtures for which compensation is required under applicable law, existing therein
or thereon.

 SCHEDULE5A
SCHEDULE
5A
GROUP C PROPERTIES -— PHASE I
1.
1.
2.
2.
3.
3.

The following parcels as identified on the current tax map for the Borough of Brooklyn,
City and State of New York: Block 1127, Lot 33; Block 1118, Lot 6.
V anderbilt Avenues; Pacific
The following streets: Pacific Street between Carlton and Vanderbilt
Street between Flatbush and Sixth Avenues; Fifth Avenue between Atlantic and Flatbush
Avenues.
Traffic island at Fifth Avenue and Pacific Street.

 SCHEDULESB
SCHEDULE
5B
GROUP C PROPERTIES -— PHASE II
The "air rights" for Brooklyn Tax Map Block 927, Lots 1 and 16.

 SCHEDULE 6
MTA ARENA BLOCK PARCEL
Brooklyn Tax Map Block 1119, Lot 7.

SCHEDULE6A
SCHEDULE
6A
MTA AIR RIGHTS PARCELS
Portions of Brooklyn Tax Map Block 1120, Lot 1 and Block 1121, Lot 1.

 SCHEDULE 7
MTA TRAN SFER PROPERTY
Portions of Brooklyn Tax Map Block 1121, Lots 42 and 47.

 

SCHEDULE 8

[Intentionally Deleted]

SCHEDULE 9
COMMERCIAL TENANTS
Entity

Brooklyn Tax Map Block

Lot
Let

BP Amoco Corporation

1121

42

& Grill Inc.
Chadderton's Bar &

1127

43

Modell's

-·927
927

16

T-Mobile

1120

28

Leather factory (Anni Adler)

1128

4

 SCHEDULE 10
EXISTING MORTGAGES
Mortgage A
Mortgage, Assignment of Leases and Rents,
RentS, Security Agreement and Financing Statement dated
16,2004,
2004, made by Atlantic Arts Development Company, LLC, Arena Nominee
as of November 16,
Sub B, LLC, Arena Nominee Sub C, LLC, Arena Nominee Sub E, LLC, Arena Nominee Sub F,
LLC, Brooklyn Arena Sub A, LLC, Atlantic Yards Nominee Sub A, LLC, and Seagoing
Capital' L.P. to secure the principal amount of
Development Company, LLC to GKK Capital
$39,2.07,340.00 and recorded in the Office of the New York City Register, Kings County,
Co.unty, on
$39,207,340.00
necemberc-9,~200A-,-under-CRFN-2004000159573._
~-_
December-9,-_2004,_ tmder_CREN-200_4000759573- _
Assignment of Mortgage dated as of January 14, 2005,
(alk/a GKK
. from GKK Capital LP (a/k/a
Capital L.P.) to Gramercy Warehouse Funding I LLC and recorded in the Office of the New
York City Register, Kings County, on February 10, 2005, under CRFN 2005000084819.
Assigns Mortgage A.

B
Mortgage
MortgageB
Gap Mortgage dated as of January 18, 2005, made by Atlantic Arts Development Company,
LLC, Arena Nominee Sub B, LLC, Arena Nominee Sub C, LLC, Arena Nominee Sub E, LLC,
yards Nominee Sub A, LLC,
Arena Nominee Sub F, LLC, Brooklyn Arena Sub A, LLC, Atlantic Yards
and Seagoing Development Company, LLC to Gramercy Warehouse Funding I LLC to secure
$1,293,660.00 and-recorded in the Office of the New York City Register,
of$I,293,660.00
Regist~r,
the principal amount of
2005000084820.
Kings County, on February 10,
10,2005,
under
CRFN
2005,
Mortgage, Consolidation, Spreader and Modification Agreement dated as of January 18, 2005,
by and among Gramercy Warehouse Funding I LLC, Atlantic Arts Development Company, LLC,
Arena Nominee Sub B, LLC, Arena Nominee Sub C, LLC, Arena Nominee Sub E, LLC, Arena
Nominee Sub F, LLC, Brooklyn Arena Sub A, LLC, Atlantic Yards Nominee Sub A, LLC, and
S~agoing Development Company, LLC and recorded in the Office of the New York City
Seagoing
Register, Kings County on February 10, 2005, under CRFN 2005000084821. Consolidates
Mortgages A and B to form a single lien securing the principal amount of $40,501,000.00.

Assignment of Mortgage dated as of March 9, 2005, made by Gramercy Warehouse Funding I
LLCto
to Gramercy Warehouse Funding II LLC and recorded in the Office of the New York City
LLC
Register, Kings County, on May 13, 2005, under CRFN 2005000277389. Assigns Mortgages A
.
and B, as consolidated.
Mortgage Spreader Agreement dated as of June 17, 2005, by and among Gramercy Warehouse
'Funding
Funding II LLC, Atlantic Arts Development Company, LLC, Arena Nominee Sub B, LLC,
l'fominee Sub E, LLC, Arena Nominee. Sub F,
p, LLC,
Arena Nominee Sub C, LLC, Arena Nominee
Brooklyn Arena Sub A, LLC, Atlantic Yards Nominee Sub A, LLC, Seagoing Development
185Flatbush,
LI.-C, AY 814 Pacific,
Flatbush, LLC,
Company, LLC, Atlantic Yards Nominee Sub B, LLC, AY 185
LLC, and AY 644 Pacific II, LLC, and recorded in the Office of the New York City Register,
27,2005,
2005, under CRFN 2005000419287.
Kings County, on July 27,

 Mortgage C
SecuritY Agreement and
and" Financing
Financlng Statement dated
Mortgage, Assignment of Leases and Rents, Security
AY 185 Flatbush, LLC, AY
AY
as of June 17, 2005, made by Atlantic Yards Nominee Sub B, LLC, AY
A Y 644 Pacific
Pacifiq II, LLC to Gramercy Warehouse Funding II LLC to secure
814 Pacific, LLC and AY
the principal amount of $16,0503000.00
$16,050j OOO.00 and recorded in the Office of the New
New.York
-York City
CoUnty, on July 20, 2005, under CRFN
CRFN2005000403944.
2005000403944.
Register, Kings County,
.•

dated. as of June
J.une 17, 2005, by and among Gramercy Warehouse
Mortgage Spreader Agreement dated
Funding II LLC, Atlantic Arts Development Company, LLC, Arena Nominee Sub B, LLC,
F; LLC,
Arena Nominee Sub C, LLC, Arena Nominee Sub E, LLC, Arena Nominee Sub F,.
Brooklyn Arena Sub A, LLC, Atlantic Yards Nominee Sub A, LLC, Seagoing Development
Company,bl;;e.-A:tlantic-~Yards-Nominee-Sub"B;
·f;he;~A¥~1·85··Flatbush,.~l:;l;;e·,A-¥-·8'14~Pacific;,··-·
-A:tlantic--Yards-Nominee-Sub-B; -ILLerAY-185--FlatbushrLLGTAN.
-8,14-Pacific-; Company,--E-LC-,LLC and AY 644 Pacific TI,
II, LLC and recorded in the Office of the New York City Register,
27,2005,
2005000419~88.
2005, under CRFN 2005000419288.
Kings County, on July 27,
MortgageD
D
Mortgage
Comp~y,
Gap Mortgage dated as of January 27, 2006, made by Atlantic Arts Development Company,
Arena'Nominee
Nominee Sub C, LLC, Arena Nomine'e
Nominee Sub E, LLC,
LLC, Arena Nominee Sub B, LLC, Arena
LLC,.
Arena Nominee Sub F, LLC, Brooklyn Arena Sub A, LLC, Atlantic Yards Nominee Sub A, LLC,
Seagoing Development Company, LLC, Atlantic Yards Development Sub C, LLC, Atlantic
RIatbush, LLC, AY 814 Pacific, LLC, AY 644 Pacific II,
Yards Nominee Sub B, LLC, AY 185 Flatbush,
A Y 485 Dean, LLC to Gramercy Warehouse Funding II LLC
LLC to secure the principal
LLC, and AY
amount of $69,868,500.00 and recorded in the Office of the New York City Register, Kings
CountY, on February 17, 2006, under CRFN 2006000097021.
.
County,

Consolidated, Amended and Restated Mortgage, Assignment of Leases and Rents, Security
ag'·of January 27, 2006, by Atlantic Arts Development
Agreement and Financing Statement dated as-of
LLC;· Aiena
Arena Nominee Sub C, LLC, Arena Nominee Sub
Company, LLC, Arena Nominee Sub B, LLC;
BrooJpyn Arena, Sub A, LLC, Atlantic Yards Nominee
E, LLC, Arena Nominee Sub F, LLC, Brooklyn
SUQ A, LLC, Seagoing Development Company, LLC, Atlantic Yards Develop/bent
Development Sub C, LLC,
Sub
Nominee
Sub
B,
LLC,
AY
A Y 185 Flatbush, LLC, AY
AY 814 Pacific, LLC, AY
AY 644
Atlantic Yards
in:
Pacific II, LLC, AY 485 Dean, LLC, and Gramercy Warehouse Funding II LLC, and recorded in
New York City Register, Kings County on February 17, 2006, under CRFN
the Office of the..,New
2006000097022·, Consolidates Mortgages A through D to form a single lien securing the
2006000097022.
0[.-$126,419,500.00.
principal amount of$126,419,500.00.
Spreaaer Agreement dated as of February 16, 2006, by and among Gramercy
Mortgage Spreader
Development Company, LLC, Arena Nominee Sub B,
Warehouse Funding II LLC, Atlantic Arts DeVelopment
LLC, Arena Nominee Sub C, LLC, Arena Nominee Sub E, LLC, Arena Nominee Sub F, LLC,
Brooklyn Arena Sub A, LLC, Atlantic Yards Nominee Sub A, LLC, Seagoing Development
Company, LLC, Atlantic Yards Development Sub C, LLC, Atlantic Yards Nominee Sub B, LLC,
AY 814 Pacific, LLC, AY
AY 644 Pacific H,
II, LLC, AY
AY 485 Dean, LLC, and
A Y 185 Flatbush, LLC, AY
AY
LLC
and
recorded
in
the
Office
of
Y
622
Pacific,
the
New
York
City
Register, Kings County,
A
AY
18,2007,
20070002~1345 .
2007, under CRFN 2007000261345.
on May 18,

.
.

~

.

 Mortgage Spreader Agreement dated as of March 1, 2006, by and among Gramercy Warehouse
Funding II LLC, Atlantic Arts Development Company, LLC, Arena Nominee Sub B, LLC,
Arena Nominee Sub C, LLC, Arena Nominee Sub E, LLC, Arena Nominee Sub F, LLC,
Non;tinee Sub A, LLC, Seagoing Development
Brooklyn Arena Sub A, LLC, Atlantic Yards Nominee
Yar~s Development Sub C, LLC,
Company, LLC, Atlantic Yards Nominee Sub B, LLC, Atlantic Yards
A
Y
185
Flatbush,
LLC,
A
Y
L1£,
A
Y
A Y 485 Dean, LLC, AY
AY
AY
814
Pacific,
LLC,
AY
644
Pacific
II,
LLC, AY
AY
Flatbusp, LLC and recorded in the Office of the New York City
622 Pacific, LLC, and AY 195 Flatbush,
Register, Kings County, on May 18, 20Q7, under CRFN 2007000261346.
Mortg~ge Spreader Agreement dated as of March 2,
2,2006,
Gramer?y Warehouse
2006, by and among Gramercy
Mortgage
Funding II LLC, Atlantic Arts Development Company, LLC, Arena Nominee Sub B, LLC,
Nomin,ee Sub C, LLC, Arena Nominee Sub B,
E, LLC, Arena Nominee Sub F, LLC,
Arena Nominee
BrooKlyn Arena
Arena- 'Suo'
LLC~Atla:ntic-Yaras'"NOffiiIfee
SUo' A,
A~ 'LEC,
—YairdrNoffiliree- Sii1.5Sufi A, -LEC;Atlalitio
LW, "Seagoing-Developmenr
Seagoing DevelopmentBrool~lyn
Company, LLC, Atlantic Yards Development Sub C, LLC, Atlantic Yards Nominee Sub B, LLC,
A Y 185 Flatbush, LLC, AY
A Y 814 Pacific, LLC, AY
A Y 644 Pacific II, LLC, AY
AY 485 Dean, LLC, AY
AY
AY
A Y 195 Flatbush, LLC, and AY
A Y 608-620 Atlantic, LLC and recorded in the
622 Pacific, LLC, AY
Office of the New York City Register, Kings County, on May 18, 2007, under CRFN
2007000261347. •

3,2006,
2006, by and among Gramercy Warehouse
Mortgage Spreader Agreement dated as of March 3,
Colllpany, LLC, Arena Nominee Sub B, LLC,
Funding II LLC, Atlantic Arts Development Company,
'Sub E, LLC, Arena Noininee
Nominee Sub F, LLC,
Arena Nominee Sub C, LLC, Arena Nominee Sub
Y~ds Nominee Sub A, LLC, Seagoing Develcipment
Development
Brooklyn Arena Sub A, LLC, Atlantic Yards
Y~ds Nominee Sub B, LLC,
LtC,
Company, LLC, Atlantic Yards Development Sub C, LLC, Atlantic Yards
AY 185 Flatbush, LLC, AY 814 Pacific, LLC, AY 644 Pacific II, LLC, AY 485 Dean, LLC, AY
LLC" A Y 195 Flatbush, LLC,
LLC: 'AY
AY 608-620 Atlantic, LLC, and Pacific Vanderbilt
622 Pacific, LLC,.AY
~d recorded in
ih the Office of the New York City Register, Kings
Development Company, LLC and
18,2007
2007 as CRFN 2007000261348.
"
County, on May 18,

Spreader Agreement dated as of April 4, 2006, by and among Gramercy Warehouse
Mortgage'Spreader
Mortgage'
Company,- LLC,
LLG, Arena Nominee Sub B, LLC,
Funding II LLC, Atlantic Arts Development Company,.
Arena Nominee Sub C, LLC, Arena Nominee Sub E, LLC, Arena Nominee Sub F, LLC,
Brooklyn Arena Sub A, LLC, Atlantic Yards Nominee Sub A, LLC, Seagoing Development
Company, LLC, Atlantic Yards Development Sub C, LLC, Atlantic Yards Nominee Sub B, LLC,
A Y 185 Flatbush,
Flatbush; LLC, AY
A Y 814 Pacific, LLC, AY
AY 644 Pacific II, LLC, AY
A Y 485 Dean, LLC, AY
AY
AY
622 Pacific, LLC, AY
A Y 195 Flatbush, LLC; AY 608-620 Atlantic, LLC, Pacific Vanderbilt
A Y 177 Flatbush, LLC and recorded in the Office of the New
New
Development Company, LLC, and AY
OIJ. May 18,
18,2007,
2007, under CRFN 2007000261349.
York City Register, Kings County, on
Warehpuse
Mortgage Spreader Agreement dated as of May 4, 2006 by and among Gramercy Warehouse
Funding II LLC, Atlantic Arts Development Company, LLC, Arena Nominee Sub B, LLC,
Nomin,ee Sub C, LLC, Arena Nominee Sub E, LLC, Arena Nominee Sub F, LLC,
Arena Nominee
Brooklyn_
Brooklyn. Arena Sub A, LLC, Atlantic Yards Nominee Sub A, LLC, Seagoing Development
Company, LLC, Atlantic Yards Development Sub C, LLC, Atlantic.
Atlantic, Yards Nominee Sub B, LLC,
A.Y 814 Pacific, LLC, AY 644 Pacific II, LLC, AY 485 Dean, LLC,,AY
LLC,AY
AY 185 Flatbush, LLC, AY
LLC, AY
A Y 195 Flatbush, LLC,
LLC; AY
AY 608-620 Atlantic, LLC, Pacific Vanderbilt
Vande;biIt
622 Pacific, LLC,,
Y 177 Flatbush,
Fi~tbush, LLC,
LL(;, Chest Realty Corporation, AY 620
AY
Development Company, LLC, A

 Pacific, LLC, and Atlantic Yards Development Sub A, LLC and recorded in the Office of the
Count~, on May 18, 2007, under CRFN 2007000261350.
New York City Register, Kings County,
MortgageE
Mortgage
E

•
made' by 800 Pacific LLC to The Time Record Storage
Mortgage dated August 27, 2004, made
Offic<? of the
Company to secure the principal amount of $17,500,000.00 and recorded in the Office
New York City Register, Kings County, on November 24, 2004, under CRFN 2004000725991.

,

'

March 1, 2006, made by The Time Record Storage
Assignment of Mortgage dated as of .March
Filllding II, LLC and recorded in the Office of the New York
Company to Gramercy Warehouse Funding
City Register, Kings County, on May 18, 2007, under CRFN 2007000261351. Assigns
Mortgage·J;':;- —
~ .. ---~
...~ -- ~-'
..::....-,~~- .. -,'
Mortgage-E,
Amended and Restated Mortgage, Assignment of Leases and Rents and Security Agreement
VanderbiIt Development Company, LLC to
dated as of March 3, 2006, made by Pacific Vanderbilt
thy Office of
.of the New York City Register,
Gramercy Warehouse Funding II LLC and recorded in the
Kings County, on May 18, 2007, under CRFN 2007000261352.
Mortgage F
Mqrtgage dated as of May 30, 2006, made by AY
A Y 473 Dean,
,Dean, LLC, AY 489 Dean, LLC and
Gap Mortgage
AY 818 Pacific, LLC to Gramercy Warehouse Funding II LLC to secure the principal amount of
York-City
City Register, Kings County, on May
$8,901,734.00 and recorded in the Office of the New York.
2007000261353.
CRFN
18,2007,
under
200700'0261353.
18, 2007,
:-..

Spreader, Second Consolidated, Amended and Restated Mortgage, Assignment of Leases and
qated as of May 30, 2006, by and among
Rents; Security Agreement and Financing Statement dated
Gramercy Warehouse Funding II LLC,. Atlantic Arts Development Company, LLC, Arena
Nominee Sub B, LLC, Arena Nominee Sub C, LLC, Arena Nominee Sub E, LLC, Arena
Nominee Sub F, LLC, Brooklyn Arena Sub A, LLC, Atlantic Yards Nominee Sub A, LLC,
Development Sub C, LLC, Atlmitic
Atlantic
Seagoing Development Company, LLC, Atlantic Yards "Development
Yards Nominee Sub B,
B; LLC, AY
A Y 185 Flatbush, LLC, AY
A Y 814 Pacific, LLC, AY
A Y 644 Pacific n"
II,
A Y 485
48'S Dean, LLC, AY
A Y 622 Pacific, LLC, AY
AY 195 Flatbush, LLC, AY
AY 608-620 Atlantic,
LLC, AY
LLC~ AY
A Y 177 Flatbush, LLC, Chest Realty 'Corporation, AY
A Y 620 Pacific, LLC, Atlantic Yards
LLC,
VanderbikDevelopmen~
A Y 473 Dean, LLC,
Development Company, LLC, AY
Development Sub A, LLC, Pacific Vanderbilt
LLC,
and
AY
818
Pacific,
A
Y
Dean
A
Y
81
~
LLC
and
in
the
recorded
Office
of
the New York City
489
AY
Register, Kings County, on May 18, 2007, under CRFN 2007000261354. Consolidates
am9unt of $152,821,234.00.
$152,821 ,234.00.
Mortgages A through F to form a single lien securing the principal amount

Mortgage Spreader Agreement dated as of June 7, 2006, by and among Gramercy Warehouse
Arts Development
pevelopment Company,
Company~ LLC, Arena Nominee Sub B, LLC,
Funding II LLC, Atlantic 'Arts
Arena Nominee Sub C, LLC, Arena Nominee Sub E, LLC, Arena Nominee Sub F, LLC,
Atlantic,Yards
Yards Nominee Sub A, LLC, Seagoing Development
Brooklyn Arena Sub A, LLC, Atlantic.
Company, LLC, Atlantic Yards Development
Developmen~ Sub C, LLC, Atlantic Yards Nominee Sub B, LLC,
A Y 814 Pacific, LLC, AY
A Y 644 Pacific
Pacffi6 II, LLC, AY
A Y 485 Dean, LLC, AY
AY 185 Flatbush, LLC, AY
A Y 195 Flatbush, LLC, AY
A Y 608-620 Atlantic, LLC, AY
A Y 177 Flatbush, LLC,
622 Pacific, LLC, AY
Rea1ty Corporation, AY 620 Pacific LLC, Atlantic Yards Development
pevelopment Sub A, LLC,
Chest Realty

,

 A Y 473 Dean, LLC, AY
A Y 489 Dean LLC, AY
AY
Pacific Vanderbilt Development Company, LLC, AY
818 Pacific, LLC, and AY 542 Vanderbilt, LLC and recorded in the Office of the New York City
under CRFN
€RFN 2007000261355.
Register, Kings County, on May 18, 2007, ,under
13,2006,
2006, by and among Gramercy Warehouse
Mortgage Spreader Agreement dated as of July 13,
Atlantic
Arts
Development
LLC, Arena Nominee Sub B, LLC,
Funding II
Company,
LLC,
H
LLC; Arena Nominee Sub F, LLC,
LEC,
Arena Nominee Sub C, LLC, Arena Nominee Sub E, LLC,N.ominee Sub A, LLC, Seagoing Development
Brooklyn Arena Sub A, LLC, Atlantic Yards Nominee
"Company, LLC, Atlantic Yards Development Sub
Sub' C, LLC, Atlantic Yards Nominee Sub B, LLC,
'Company,
A Y 185'Flatbush,
185 'Flatbush, LLC, AY
A Y .814
A Y 644 Pacific II, LLC, AY
A Y 485 Dean, LLC, AY
AY
814 Pacific, LLC, AY
AY
A Y 195 Flatbush, LLC, AY
A Y 608-620 Atlantic, LLC, AY
A Y 177 Flatbush, LLC,
622 Pacific, LLC, AY
Chest Realty Corporation, AY 620 Pacific
Paci~c LLC, Atlantic Yards Development Sub A, LLC,
AY-4tfDearrrX"C:'
AY'489"rJean
AY'LLC, AY.
4-73D-a-rz-trc; AY
489 Dean, 'LeC;
.1'P!iCiflc
11 daric VailaerbiIt Devcifopmeni Company, 'J;:CC; AYA Y 542 Vanderbilt, LLC and recorded in the Office of the New York City
.,818
818 Pacific, LLC, and AY
2007, under CRFN 2007000261356.
18,2007,
Register, Kings County, on May 18,
j

Mortgage Spreader Agreement dated as of September 19, 2006, by and among Gramercy
II LLC, Atlantic Arts Development Company, LLC, Arena Nominee Sub B,
Warehouse Funding H
LLC, Arena Nominee Sub C, LLC, Arena Nominee Sub E, LLC, Arena Nominee Sub F, LLC,
Brooklyn Arena Sub A, LLC, Atlantic Yards Nominee Sub A, LLC, Seagoing Development
Development'
Company, LLC, Atlantic Yards Development Sub C, LLC, Atlantic Yards Nominee Sub B, LLC,
A Y .185 Flatbush, LLC, AY
A Y 814 Pacific, LLC, AY
A Y 644 Pacific II, LLC, AY
A Y 485 Dean, LLC, AY
AY
AY
A Y 195 Flatbush, LLC, AY
A Y 608-620 Atlantic, LLC, AY
A Y 177 Flatbush, LLC,
622 Pacific, LLC, AY
AY 620 Pacific
Pacific' LLC, Atlantic
Atlan,tic Yards
Y ards Development
Dev~lopment Sub A, LLC,
lJLC,
Chest Realty Corporation, AY
Pacific Vanderbilt Development Company, LLC, AY 473 Dean, LLC, AY 489 Dean, LLC, AY
818 Pacific, LLC, AY
A Y 542 Vanderbilt, LLC, AY
A Y 622 Atlantic, LLC and AY
A Y 524 Vanderbilt,
18,2007,
LLC and recorded in the Office of the New York City Register, Kings County, on May 18,
2007,
uItder CRFN 2007000261357.
under
Mortgage Spreader Agreement dated as of October 5, 2006, by and among Gramercy Warehouse
.sub B, LLC,
Funding II LLC, Atlantic Arts Development Company, LLC, Arena Nominee Sub
Arena Nominee Sub C, LLC, Arena Nominee Sub E, LLC, Arena Nominee Sub F, LLC,
BrooJdyn Arena Sub A, LLC, Atlantic Yards
Yaras Nominee Sub A, LLC,
LLC; Seagoing Development
Brooklyn
Company, LLC, Atlantic Yards Development SUb
Sub C, LLC, Atlantic Yards Nominee Sub B, LLC,
A Y 814 Pacific, LLC, AY 644 Pacific II, LLC, AY
AY 485 Dean, LLC, AY
AY
AY 185 Flatbush, LLC, AY
A Y 195 Flatbush, LLC, AY
A Y 608-620 Atlantic, LLC, AY
A Y 177
1.77 Flatbush, LLC,
622 Pacific, LLC, AY
Chest Realty Corporation, AY 620 Pacific LLC, Atlantic Yards Development Sub A, LLC,
Development'Company, LLC, AY 473 Dean, LLC, AY 489 Dean,
'Dean, LLC, AY
Pacific Vanderbilt Development-Company,
818 Pacific, LLC, AY
A Y 542
542, Vanderbilt, LLC,.
LLC" AY
A Y 622 Atlantic, LLC, AY
A Y. 524 Vanderbilt,
VanderbiIt, LLC,
A Y 35-37 Sixth, LLC and recorded in the Office
Office"'of
of the New York City Register, Kings
and AY
18,2007,
CRfN 2007000261358.
20,07000261358.
2007, under CRFN
County, on May 18,

:t>:r October 17, 2006, by and among Gramercy
Mortgage Spreader Agreement dated as :of
Warehouse Funding II LLC, Atlantic Arts Development Company, LLC, Arena Nominee Sub B,
Sup C, LLC, Arena Nominee Sub
Sub- E, LLC, Arena Nominee Sub F, LLC,
LLC, Arena Nominee Sub
Brooklyn Arena Sub A, LLC, Atlantic Yards Nominee Sub A, LLC, Seagoing Development
Company, LLC, Atlantic Yards Development Sub C, LLC, Atlantic Yards Nominee Sub B, LLC,

 AY 185 Flatbush, LLC, AY
AY 814 Pacific, LLC, AY
AY 644 Pacific II, LLC, AY
AY 485 Dean, LLC, AY
AY
AY
622 Pacific, LLC, AY
AY 195 Flatbush, LLC, AY
A Y 608-620 Atlantic, LLC, AY
AY 177 Flatbush, LLC,
A.Y 620 Pacific LLC, Atlantic Yards Development
Devel,opment Sub A, ,LLC,
·LLC,
Chest Realty Corporation, AY
AY 473 Dean',
Dean~ LLC, AY
AY 489 Dean, LLC, AY
AY
Pacific Vanderbilt Development Company, LLC, AY
818 Pacific, LLC, AY 542 Vanderbilt, LLC, AY 622 Atlantic, LLC, AY 524 Vanderbilt, LLC,
AY 35-37 Sixth, LLC, and AY 645. Dean, LLC and recorded in the Office of the New York City
Register, Kings, County, on May 18,
18,2007,
2007, under CRFN 2007000261359.

Mortgage Spreader Agreement dated as of December 12, 2006, by and among Gramercy
~evelopment Company, LLC, Arena Nominee Sub B,
Warehouse Funding II LLC, Atlantic Arts Development
LLC,
LLC, Arena Nominee Sub C, LLC, Arena Nominee Sub E, LLC, Arena Nominee Sub F, (LC,
Brooklyn Arena Sub A, LLC, Atlantic Yards Nominee Sub A, LLC, Seagoing Development
'Atlantk--Yards-Deve1opm:ertt 'Su~-C; SLCrAtlantic-Yards-Nomiriee-Sub-B;
':tT:;C;""f\tla:ntic'Yards~NomiIiee~Sub~B; -I;tC~'
.Company; "I:;:t;C;
LLC; AtlantieYardsDevelopment-SOb-C;
"Company;Pacific;' LLC, AY
AY 644 Pacific II, LLC, AY 485 Dean, LLC, AY
AY 185 Flatbush, LLC, AY 814 Pacific,
622 Pacific, LLC,
LtC, AY
AY 195 Flatbush, LLC, AY 608-620 Atlantic, LLC, AY
AY 177 Flatbush, LLC,
Corporation, AY 620 Pacific LLC, Atlantic Yards Development Sub A, LLC,
Chest Realty Corpofation,
AY 473 'Dean,
489.. Dean, LLC, AY
bean, LLC, AY 489
Pacific Vanderbilt Development Company, LLC, AY
AY 542 Vanderbilt, LLC, AY
AY 622 Atlantic, LLC,
LtC, AY
AY 524 Vanderbilt, LLC,
818 Pacific, LLC, AY
A Y 35-37 Sixth, LLC, AY
A Y 645 Dean, LLC, and AY 618 Pacific, LLC and recorded in the Office
AY
of the New York City Register, Kings County, on November 16, 2007, under CRFN
2007000574651.
of1y.[arch
1,2007,
March 1,
2007, by and among Gramercy Warehouse
Mortgage Spreader Agreement dated as of
Funding II LLC, Atlantic Arts Development Company, LLC, Arena Nominee Sub B, LLC,
Arena Nominee Sub C, LLC, Arena Nominee Sub E, LLC, Arena Nominee Sub F, LLC,
Brooklyn Arena Sub A, LLC, Atlantic Yards Nominee Sub A, LLC, Seagoing Development
Company, LLC, Atlantic Yards Development Sub C, LLC, Atlantic Yards Nominee Sub B, LLC,
AY 185 Flatbush,
flatbush, LLC, AY
A Y 814 Pacific, LLC, AY
AY 644
64~ Pacific II, LLC, AY
A Y 485 Dean, LLC, AY
AY
AY
622 Pacific, LLC, AY
A Y 195 Flatbush, LLC, AY
AY 608-620 Atlantic, LLC, AY
AY 177 Flatbush,Flatbush,' LLC,
Chest Realty Corporation, AY
AY 620 Pacifica
Pacific.· LLC, Atlantic Yards Development Sub
Sub: A, LLC;
VanderbiIt Development Company, LLC, AY
AY 473 Dean,
D~an, LLC, AY
A Y 489 Dean, LLC, AY
AY
Pacific Vanderbilt
A Y 542 Vanderbilt, LLC, AY
A Y 622 Atlantic, LLC, AY
A Y 524 Vanderbilt, LLC,
818 Pacific, LLC, AY
Sixth; LLC, AY 645 Dean, LI,c,_AY
LL~\ ..A. Yf)18
:618 Pacific, LLC, and AY 487 Dean, LLC and
AY 35-37 Sixth,
City Register, Kings County, on November 16,
16,2007,
2007,
recorded in the Office of the New York Cfty
CR.F'N 2007000574652,
2007000574652. .
.
under CRFN
Mortgage Modification and Severance
Seyerance Agreement dated as of July 3, 2007, by and among
e,
Atlantic Arts Development Company, LLC, Arena Nominee Sub B, LLC, Arena Nominee Sub C,
ric, Arena Nominee
N()minee Sub
Sl,lb E, LLC, Arena Nominee Sub F, LLC,
LLC,.Brooklyn
Brooklyn Arena Sub A, LLC,
LLC,
LLC,. Atlantic Yards
Atlantic Yards Nominee Sub A, LLC, Seagoing Development Company, LLC,
SubC,
.C, LLC, Atlantic Yards Nominee Sub B, LLC, AY 185 Flatbush, LLC, AY
Development Sub
A Y 644 Pacific II, LLC, AY
A Y 485 Dean, LLC, AY
A Y 622 Pacific, "'LLC,
AY 195
814 Pacific, LLC, AY
LLC, AY
.AY.
A Y 608-620 Atlantic, LLC,
LLC,.A
Y, 177 Flatbush, LLC, Chest Realty Corporation,
Flatbush, LLC, AY
Paci:ijc LLC, Atlantic Yards Development
Developm~nt Sub A, LLC, Pacific Vanderbilt Development
AY 620 Pacific
A Y 489 Dean, LLC,
Ltc, AY
AY 818 Pacific, LLC, AY
AY 542
Company, LLC, AY 473 Dean, LLC, AY
LLC, AY 524 Vanderbilt, LLC, AY 35-37 Sixth, LLC,
6,22 Atlantic, .LLC,
LL<:;, AY
Vanderbilt, LLC, AY 622
645 Dean, LLC, AY
A Y 618 Pacific,
PacIfic, LLC;
LLC;AY
AY 487 Dean, LLC, and Gramercy Warehouse Funding

 Ne?l York City Register, Kings County, on November
Noveinber
II LLC and recorded in the Office of the New
16, 2007, under CRFN 2007000574653. Severs the lien of the Mortgages A through F, as
consolidated in CRFN 2007000261354 into two separate mortgage liens: (a) a lien of
$142,198,787.00, which lien continues to be evidenced by the Second
Se.cond Spreader, Consolidation,
Amended and Restated Mortgage, Assignment of Leases and Rents, Security Agreement and
Financing Statement recorded under CRFN 2007000261354, as spread pursuant to the various
Spreader Agreements referenced above; and (b) a lien of $10,622,447.00, which lien is
evidenced by Mortgage G below.
MortgageG
Mortgage
G

Severed Mortgage dated as of July 3, 2007, made by Atlantic Arts Development Company, LLC,
AreoEtNomiIiee"'Sub-B; -I:;te~- Arena-Nominee-Sub-C;-LLe,7Arena-Nominee-Sub-E;
Arena:N omirtee~Sub~e;-I:;I:;e;:-Atena-~ominee·Sub-E; °L-LC;
·!:;te; Arena—
-Arena-~
Arena-Nominee-Sub-B;
Ltc,
Nominee Sub F, LLC, Brooklyn Arena Sub A, LLC, Atlantic Yards Nominee Sub A, LLC,
. Seagoing Development Company, LLC, Atlantic Yard
Yards Development Sub C, LLC, Atlantic
At1ant~c
Yards Nominee Sub B, LLC, AY 185 Flatbush, LLC, AY 814 Pacific, LLC, AY 644 Pacific II,
A Y 622 Pacific, LLC, AY
AY 195 Flatbush, LLC, AY
AY 608-620 Atlantic,
AY 485 Dean, LLC, 'AY
LLC, AY
AY 620 Pacific LLC, Atlantic Yards
AY 177 Flatbush, LLC, Chest Realty Corporation, AY
LLC, AY
Development Sub A, LLC, Pacific Vanderbilt Development Company, LLC, AY 473 Dean, LLC,
AY 489 Dean, LLC, AY 818 Pacific, LLC, AY 542 Vanderbilt, LLC, AY 622 Atlantic, LLC,
A Y 524 Vanderbilt, LLC, AY
AY 35-37 Sixth, LLC,
Lr:,C, AY
AY 645 Dean, LLC, AY
A Y 618 Pacific, LLC, and
AY
AY 487 Dean, LLC to Gramercy Warehousd
Warehouse-Funding
II
LLC
to
secure
the principal amount of
Funding
$10,622,447.00 and recorded in the Office of the New York City Register, Kings County, on
16,2007,
under_CRFN
.
CRFN 2007000574654. .
2007, under
November 16,
MortgageH
Mortgage
H

Gap Mortgage dated as of July 3, 2007, made by Atlantic Arts Development Company, LLC,
Arena Nominee Sub B, LLC, Arena Nominee Sub C, LLC, Arena Nominee Sub E, LLC, Arena
Nominee-Sub
-Sub F, LLC, Brooklyn Arena Sub A, LLC, Atlantic Yards Nominee Sub A, LLC,
Nominee
LLC,"Atlantic
'Atlantic Yards Development Sub C; LLC, Atlantic
Seagoing Development Company, LLC,
B, LLC, AY 185 Flatbush, LLC, AY 814 Pacific, LLC, AY 644 Pacific II,
Yards Nominee Sub )3,
AY 622.
622_ Pacific, LLC, AY
A Y 195 Flatbush, LLC,
LLC~ AY
A Y. 608-620 Atlantic,
AY 485 Dean, LLC, AY
LLC, AY
Flatbus;h, LLC, Chest Realty Corporation, AY
AY 620 -Pacific
AY 177 Flatbush,
Pacific LLC, Atlantic Yards
LLC, AY
A Y 473 Dean, LLC,
Development-8ub A, LLC, Pacific Vanderbilt Development Company, LLC, AY
Development•Sub
~LC, AY 818 Pacific, LLC, AY 542 Vanderbilt, LLC, AY 622 Atlantic, LLC,
AY.489;Dean,
AY.
489 'Dean, LLC,
AY 524 Vanderbilt,
Vanderqilt, LLC, AY
AY 35-37 Sixth, LLC, AY
AY 645 Dean, LLC, AY
A Y 618 Pacific, LLC, and
AY
AY 487 Dean, LLC to' Gramercy Warehouse Funding
F1p1ding II LLC to secure the principal amount of
AY
recorded in the Office of the.
the-New
New York City Register, Kings County, on
$26,739,603.00 and recorded'
November 16, 2007, under CRFN 2007000574655. •.
! .

Consolidated, Amended and Restated Subordinate Mortgage, Assignment of Leases and 'Rents,
Rents,
Ju!y 3, 2007, made by Atlantic Arts
Security Agreement and Financing Statement dated as of July
Development Company, LLC, Arena Nominee Sub B, LLC, Arena Nominee Sub C, LLC, Arena
Nominee Sub E, LLC, Arena Nominee Sub F, LLC, Brooklyn Arena Sub A, LLC, Atlantic
A;, LLC, Seagoing Development Company, LLC, Atlantic Yards
Yards Nominee Sub A'
Development Sub C, LLC, Atlantic Yards Nominee Sub B, LLC, AY 185 Flatbush, LLC, AY

 '814 Pacific, LLC, AY
A Y 644 'Pacific
LtC, AY
A Y 485 Dean, LLC, AY
A Y 622 Pacific,
Pacifi.c, LLC, AY
A Y 195
Pacific II, LLC,
A Y 608-620 Atlantic, LLC,
LLC, AY
A Y 177 Flatbush, LLC, Chest
Ches! Realty Corporation,
Flatbush, LLC, AY
A Y 620
6~0 Pacific LLC, Atlantic Yards.
Yards· Development Sub A, LLC, Pacific
Pacifl'c Vanderbilt Development
AY
Company, LLC, AY 473 Dean, LLC, AY 489 Dean, LLC, AY 818 Pacific, LLC, AY 542
. Vanderbilt, LLC, AY 622 Atlantic, LLC, AY 524 Vanderbilt, LLC, AY 35-37 Sixth, LLC, AY'
645 Dean, LLC, AY 618 Pacific, LLC, and AY 487 Dean; LLC to Gramercy Warehouse
the' Office of the New York City Register, Kings County, on
Funding II LLC and recorded in the.Office
November 16, 2007, under
und<?r CRFN 2007000574656. Consolidates Mortgages G and H to form
fonn a
single lien securing the principal sum of $37,362,050.00.
of. March 20, 2009, made by and among
amqng Gramercy .
Mortgage Spreader Agreement dated as of
Warehouse Funding II. LLC, Atlantic Arts Development Company, LLC, Arena Nominee Sub 13,
-I.;tC~-:AIefia~NomiIie-e~Sub'"C'
-I;te Ar6na-Nciniinee-Sub-E;
ruei1a~Nominee''Sub~E~I:;I:;e~~:Areha:·N6fiiiliee··Sub-·F··:tt;e
e-Sub.C;"-ITC;
--Areha-.Ncirninee-Sub-F;
-LLC:-Areria-Nothirie,
."
,-t;LC,'
.
" LTC;
. Brooklyn Arena Sub A, up,
LL9, Atlantic Yards Nominee Sub A, LLC, Seagoing Development
Yaids Development Sub C, LLC, Atlantic Yards Nominee Sub B, LLC,
Company, LLC, Atlantic Yards
475 Dean Street Development Company, LLC, AY 185 Flatbush, LLC, AY 814 Pacific, LLC,
A Y 644 Pacific II, LLC, AY
A Y 485 Dean, LLC, AY
A Y 622 Pacific, LLC; AY
A Y 195 Flatbush, LLC, AY
AY
AY
A Y 177 Flatbush, LLC, Chest Realty Corporation, AY
A Y 620 Pacific LLC,
608-620 Atlantic, LLC, AY
A,LLC,
LLC, Pacific Vanderbilt Development Company, LLC, AY
Atlantic Yards Development Sub A,
473 Dean, LLC, AY 489 Dean, LLC, AY 818
8~8 Pacific, LLC, AY 542 Vanderbilt, LLC, AY 622
A Y 524 Vanderbilt, LLC, AY
AY 35-37 Sixth, LLC, AY
A Y 645 Dean, LLC, AY
A Y 618
Atlantic, LLC, AY
Pacific, LLC, and AY 487 Dean, LLC to and recorded in the Office of the New York City
Register, Kings County, on April 15, 2009, under CRFN 2009000111024.

as of March 20, 2009, made by and among Gramercy
Mortgage Spreader Agreement dated as
Funding'll
Development Company, LLC, Arena Nominee Sub 8,
II LLC, Atlantic
'Atlantic Arts Developrhent
Warehouse Funding
B,
LLC, Arena Nominee Sub C, LLC, Arena Nominee Sub E, LLC, Arena Nominee Sub F, LLC,
Brooklyn Arena Sub A, LLC, Atlantic Yards Nominee Sub A, LLC, Seagoing Development
Company, LLC, Atlantic Yards Development Sub C, LLC, Atlantic Yards Nominee Sub B, LLC,
475 Dean Street Development Company, LLC, AY 185 Flatbush, LLC, AY 814 Pacific, LLC,
A Y 644 Pacific II, LLC, AY
A Y 485 Dean, LLC,
LLC; AY
A Y 622 Pacific, LLC,
q:. .C, AY
A Y 19.5
195 Flatbush, LLC, AY
AY
AY
.608-620·Atlantic,
_608-626'Atlantic, LLC, AY 177 Flatbush, LLC, Chest Realty Corporation, AY 620 Pacific LLC,
Deve~opment Sub A, LLC, Pacific Vanderbilt.Development
Vanderbilt. Development Company,
Company; LLC, AY
Atlantic Yards Development
473 Dean, LLC, AY
A Y 489 Dean, LLC, AY
A Y 818 Pacific, LLC, AY 542 Vanderbilt, LLC, AY 622
A Y 524 Vanderbilt,
VanderpiIt, LLC, AY 35-37 Sixth, LLC, AY 645 Dean, LLC, AY 618
Atlantic, LLC, AY
Dean:, LLC to and recorded in the Office of the New York City
Pacific, LLC, and AY 487 Dean,
Register, Kings County, on April 15, 2009, under CRFN 2009000111026.
·i

'"

ASSIGNMENTS OF LEASES AND RENTS

-

.27,2006,
made' by and between
Absolute Assignment of Leases and Rents dated as of January .27,
2006, made
LLC~ Arena Nominee Sub C,
Atlantic Arts Development Company, LLC, Arena Nominee Sub B, LLC;
No~inee Sub E, LLC, Arena Nominee Sub F, LLC, Brooklyn Arena Sub A, LLC,
LtC,
LLC, Arena Nominee

 Nominee Sub A, LLC, Seagoing Development Company, LLC, Atlantic Yards
Atlantic Yards Noininee
AY 185 Flatbush,
Elatbush, LLC, AY
AY
Development Sub C, LLC, Atlantic Yards Nominee Sub B, LLC, AY
814 Pacific, LLC, AY
A Y 644 Pacific
Pac~fic H
II LLC, AY 485 Dean, LLC to Gramercy Warehouse Funding
II LLC, and recorded in the Office of the New York City Register, Kings County-on
County "on February 17,
TI
"
2006 as CRFN 2006000097023;
Ab~olute Assignment of Leases and Rents dated as of May 30, 2006, made by and between
Absolute
Atlantic Arts Development Company, LLC, Arena Nominee Sub B, LLC, Arena Nominee Sub C,
Arena'Nominee
LLC, Arena Nominee Sub E, LLC, Arena
Nominee Sub F, LLC, Brooklyn Arena Sub A, LLC,
Atlantic Yards Nominee Sub A, LLC, Seagoing Development Company, LLC, Atlantic Yards
Development Sub C, LLC, Atlantic Yards Nominee Sub B, LLC, AY 185 Flatbush, LLC, AY
A Y 644 Pacific II LLC, AY
AY 485 Dean,
D,ean, LLC, AY
AY 622 Pacific, LLC, AY
AY 195
814 Pacific, ;LLC,
LLC, AY
e-Vanderbilt-Development'*Company;
Flatousn, -"Ltc;
"608'=620' Atlantic,
Atlantic~ ILL-CTPacifi'"'LLC;~Pa:cific-V
antlerbilr Development' 'Company; tte;AY-608:620LLC, Pl.¥"
AY 177 Flatbush, LLC, AY 620 Pacific, LLC, Atlantic Yards Development Sub A, LLC, Chest
Realty Corp., AY 473 Dean, LLC, AY 489 Dean LLC, AY 818 Pacific, LLC and Gramercy
Warehouse Funding II LLC, and recorded in the Office of the New York City Register, Kings
County? on June 10, 2008, under CRFN 2008000232400.
County,

Absolute Assignment of Leases and Rents 'dated
dated as of July 3, 2007, made by Atlantic Arts
~LC, Arena
Development Company, LLC, Arena Nominee Sub B, LLC, Arena Nominee Sub C, LLC,
Nominee Sub E, LLC, Arena Nominee Sub F, LLC, Brooklyn Arena Sub A, LLC, Atlantic
Yards Nominee Sub A, LLC, Seagoing Development Company, LLC, Atlantic Yards
AY 185 Flatbush, LLC, AY
AY
Development Sub C, LLC, Atlantic Yards Nominee Sub B, LLC, AY
814 Pacific, LLC, AY 644 Pacific II, LLC, AY 485 Dean, LLC, AY 622 Pacific, LLC, AY 195
Flatbush, LLC, AY
A Y 608-620 Atlantic,
AtlaJ.,1tic, LLC, AY
AY 177 Flatbush, LLC, Chest Realty Corporation,
Pac;ific Vanderbilt Development
AY 620 Pacific LLC, Atlantic Yards Development Sub A, LLC, Pacific
A Y 489 Dean, LLC, AY
A Y 818 Pacific, LLC, AY 542
A Y 473 Dean, LLC, AY
Company, LLC, AY
642 Atlantic, LLC,
~LC, AY*524
AY'524 Vanderbilt, LLC,
LtC, AY 35-37 Sixth, LLC, AY
Vanderbilt, LLC, AY 622
645 Dean, LLC, AY 618 Pacific, LLC, and AY 487 Dean, LLC to Gramercy Warehouse
FtUlding II LLC and recorded in the Office of the New York City Register, Kings County,
County" on
Funding
November 16,
16,2007,
tUlder CRFN 2007000574657.
'
2007, under
20,2009,
2009, made by Arena Nominee
Absolute Assignment of Leases and Rents dated as of March 20,
Sub E, LLC to Gramercy Warehouse Funding II LLC and recorded in the Office of the New
2009000111.025.,
York City Register, Kings County, on April 15, 2009, under CRFN 2009000111025.

Absolute Assignment of Leases and Rents dated as of March 20, 2009, made by Arena Nominee
Sub E, LLC to Gramercy Warehouse Funding II LLC and recorded in the Office of the New
CRFN2009000111027.
2009000111027.
York City Register, Kings County, on April 15, 2009, under CRFN
DCC FINANCING STATEMENTS
UCC

a.

VCC-l
UCC-1 filed/recorded in the Office of the New York City Register, Kings County on
December 9, 2004, under CRFN 2004000759575:

Debtor:
Secured Party:

Arena Nominee Sub F, LLC
GKK Capital L.P.
LP.

 UCC-3 (Assignment) filed/recorded in the Office of the New York City Register,
13,2005,
2005, under CRFN 2005000277400:
200~00027740o-:
Kings County on May 13,
Assignee:

&

UCC-3 (Assignment) filed/recorded in the Office of the New York City Register,
13,'2005, under
Uijder CRFN 2005000277401:
Kings County on May .13;2005,
.'

Assignee:
b..

Gramercy Warehouse Funding I LLC

"

I!-;

'Gramercy
Warehouse Funding II LLC
',Gran;tercy W~ehouse

UCC-I filed/recorded in the Office of the New York City Register, Kings County on
UCC-1
December 9, 2004, under CRFN 2004000759576:
De1:>tor:
" . Arena Nominee Sub C, LLC
Debtor:
Secured Party: GKK Capital L.P.
filed/~ecorded in the Office of
oftbe
UCC-3 (Assignment) filed/recorded
the New York City Register,
13,2005.,
200, under CRFN 2005000277402:
Kings County on May 13,

Assignee:

Gramercy Warehouse Funding I LLC

York.City
UCC-3 (Assignment) filed/recorded in the Office of the New York
.City Register,
on
May
13,
13,2005,
2005, under CRFN 2005000277403:
Kings County

Assignee:

c.
c.

Gramercy Warehouse Funding II LLC

UCC-I filed/recorded in the Office
Office. of
o(the
COUilty on
UCC-1
the New York City Register, Kings County
':·~t0040007S9577:
'
December 9, 2004, under CRFN '.2004000759577:

Debtor:
Secured Party:

'Brooklyn
Brooklyn Arena Sub A, LLC
GKK Capital L.P.

UCC-3 (Assignment) filed/recorded in the Office of the New York City Register,
Kings County on May 13, 2005,
-2005, under CRFN 2005000277392:
Assignee:

Gramercy Warehouse Funding I LLC

Offi'ce of the New York City Register,
UCC-3 (Assignment) filed/recorded in the Office
13,2005,
Kings County on May 13,
2005, under CRFN 2005000277393:

Assignee:

d.
d.

Gramercy Warehouse Funding
~unding II LLC

UCC-l filed/recorded in the Office
Qffice of the New York City Register, Kings County on
UCC-1
December 9, 2004, under CRFN 2004000759578:

Debtor:
Secured Party:

Arena Nominee Sub E, LLC
GKK Capital L.P.

 UCC-3 (Assignment) filed/recorded in the Office of the New York City Register,
13-,2005,
2005, under CRFN 2005000277408:
Kings County on May 13,
Gramercy Warehouse Funding I LLC

Assignee:

UCC..} (Assignment) filed/recorded in the Office of the New York City Register,
UCC-3
May 13,
13,2005,
Kings County on May,
2005, under CRFN 2005000277409:

Assignee:
e.

Gramercy Warehouse Funding II LLC

UCC-l-filed/recorded
UCC-1
-filed/recorded in the Office of the New York City Register, Kings County on
December 9, 2004, under CRFN 2004000759579:
.
.... .
...
-- ......
Arena Nominee Sub B, LLC
Debtor:,
Capit~ L.P.
Secured Party: GKK Capital
~-

~

--.-,.~~.

UCC-3. (Assignment) filed/recorded in the Office of the New York City Register,
UCC-3,
Kings County on May.13, 2005, under CRFN 2005000277406:
Assignee:

Gramercy Warehouse Funding I LLC

UCC-3 (Assignment) filed/recorded
filed/re~orded in the Office of the NeW
New York City Register,
13,2005,
200500027,7407:
Kings County on May 13,
2005, under CRFN 2005000277407:

Assignee:

:tf*.;

Gramercy,
Gramercy. Warehouse Funding II LLC

UCC-l filed/recorded in'the
iIfthe Office of the New-York
New,York City Register, Kings Co:
CoUnty
UCC-1
Linty on
D,ecember 9, 2004, under CRFN 2004000759580:
December

Debtor:
Secured Party:

Atlantic Arts Development Company, LLC
GKK Capital L.P.

City'Register,
UCC-3 (Assignment) filed/recorded in the Office of the New York CityRegister,
13,2005,
2005, under CRFN 2005000277404:
Kings County on May 13,
Assigriee:
Assignee:

GramercY.Warehouse
Gramerc{Warehouse Funding I LLC

UCC-3 (Assignment) filed/recorded in the Office of
the New York City Register,
ofthe
13,2005,
2005, under CRFN 2005000277405:
Kings County on May 13,
Assignee:

g.

Gramercy Warehouse Funding II LLC

UCC-1 filed/recorded in the Office of the New York City Register, Kings County on
2004090759581;
December 9, 2004, under CRFN 2004000759581:
Debtor:
Secured Party:

Arena Nominee Sub B, LLC
GKK Capital L.P.

 UCC-3 (Assignment) filed/recorded in the Office of the New York City Register,
~005000277398:
Kings County on May 13, 2005, under CRFN 2005000277398:
.
.
Gramercy Warehouse Funding I LLC
Assignee:
UCC-3 (Assignment) filed/recorded in'the Office of the New York City Register,
Kings County on May 13, 2005, under CRFN 2005000277399: .
Assignee:
h.

W arehou~e Funding II LLC
Gramercy Warehouse

UCC-1 filed/recorded in the Office of the New York City Register, Kings County on
UCC-1
December 9, 2004, under CRFN 2004000759582:
... Debtor:
Debt~r:·----SeagoiD.g'b~~clopment
Seagoing Development Company, iLC
LLC
Secured Party: GKK Capital L.P.

-

in the Office. of the New York City Register,
UCC-3 (Assignment) filed/recorded In
Kings County on May 13, 2005, under CRFN 2005000277394:
Assignee:

Gramercy Warehouse Funding I LLC

UCC-3 (Assignment) filed/recorded in the Office of the New York City Register,
on May 13,
County·on
13,2005,
2005, under CRFN 2005000277395:
Kings County

.

Assignee:

i.

Gramercy Warehouse Funding II LLC

UCC-l filed/recorded in the Office of the New York City Register, Kings County on
UCC-1
9,2004,
20040.00759583:
2004, under CRFN 2004000759583:
December 9,

Debtor:
Secured Party:

Atlantic Yards Nominee Sub A, LLC
GKK
G~ Capital L.P.

ofthe
the New York City Register,
UCC-3 (Assignment) filed/recorded in the Office of
13,2005,
2005, under CRFN 2005000277396:
2P05000277396:
Kings County on May 13,

A&signee:

Gramercy Warehouse Funding I LLC

UCC-3 (Assignment) filed/recorded in the Office of the New York City Register,
13,2005,
2005, under CRFN 2005000277397:
Kings County on May 13,

Assignee:
j.

Gramercy Warehouse Funding II LLC

UCC-l filed/recorded in the Office of the New York City Register, Kings County on
UCC-1
20,2005,
2005'000403930:
July 20,
2005, under CRFN 2005000403930:

Debtor:
Secured Party:

A Y 814 Pacific, LLC
AY
Funding II LLC
Gramercy Warehouse Fuliding

 VCC-3
UCC-3 (Assignment) filed/recorded in the Office of the New York City Register,
~n January 10,
10,2006,
Kings County on
2006, under CRFN 2006000014764:

N.A., as Trustee
Wells Fargo 'Bank,
Bank, NA.,

Assignee:

VCC-3
(Assignment) filed/recorded
filed/recprded in the Office of the New York City
C;ity Register,
UCC-3,(Assignment)
200~, under CRFN 2008000230875:
Kings County, on June 9, 2008,
>

Gramercy Warehouse Funding II LLC

Assignee:
k.

VCC-!
UCC-1 filed/recorded in the Office of the New York City Register, Kings County on
20,2005,
July 20,
2005, under CRFN 2005000403931:
-

Debtor:
Secured Party:

. -• ..:.."'......- •.• .,.,..

.-.._.~
. . )..,~~¥.-..........,...

·r-....... ~M ~

......

YafdsNominee
Nominee Sub B, LLC
Atlantic Yeds
Gramercy Warehouse Funding II LLC

VCC-3
.of the•New
the' New York City Register,
UCC-3 (Assignment) filed/recorded in the Office of
10,2006,
Kings County.on January 10,
2006, under CRFN 2006000014765:

Assignee:

Wells Fargo Bank, N.A., as Trustee

,

VCC-3
UCC-3 (Assignment) filed/recorded in the Office of the New York City Register,
'Kings
COtUlty, on June
J~e 9, 2008, under
~der CRFN 2008000230876:
Kings County,

Assignee:
1.

Gramercy Warehouse Funding II LLC

the New York City Register, Kings County on
VCC-1
ofthe
UCC-1 filed/recorded in the Office of
2005" under CRFN 2005000403932:
July 20, 2005,
Debtor:
Secured
Secu:ed Party:

A Y 644 Pacific II, LLC
AY
Gramercy Warehouse Funding II LLC

VCC-3
Of the New York City Register,
UCC-3 (Assignment) filed/recorded in the Office of
COtUlty on January 10, 2006,
200P? under CRFN 2006000014766:
Kings County

Assignee:

Wells Fargo Bank, N.A., as Trustee
T~stee

UCC-3
DCC-3 (Assignment) filed/recorded in the Office of the New York City Register,
9,2008,
2008, under CRFN 2008000230874:
Kings County, on June 9,
Assignee:
. m.

Gramercy Warehouse Funding II LLC

VCC-!
qfthe
the New York City Register, Kings County on
UCC-1 filed/recorded in the Office of
July'20, 2005, under CRFN 2005000403933:
July.20,

Debtor:
. Secured Party:

AY
A Y 185 Flatbush, LLC
Gramercy Warehouse Funding II LLC

 UCC-3 (Assignment) filed/recorded
filed/record~d in the Office of the New York City Register,
10,2006,
Kings County on January 10,
2006, under CRFN 2006000014767:
Assignee:

Wells Fargo Bank, N.A., as Trustee

UCC-3 (Assignment) filed/recorded in the Office of the New York City Register,
CRfN 2008000230877:
20Q8000230877:
Kings County, on June 9, 2008, under CRFN

Assignee:
n.'

Gramercy Warehouse Funding II LLC

UCC-l filed/recorded in the Office ,of
of the New York City Register, Kings County on
UCC-1
4, 2006, under CRFN 2006000185749:
April :4,

Debtors:
Secured Party:

ie

A Y 644 "Jicific LLC ~rul(fAY
and AY 814 Pacific, LLC
Gramercy Warehouse Funding II, LLC

file.,d/recorded in the Office of the New York City Register,
UCC-3 (Assignment) filed/recorded
2006, under CRFN
eounty on January 10,
10,2006,
CRFN. 2006000014764:
Kings County

Assignee:

Wells Fargo Bank, N.A., as Trustee

filed/record~d iri the Office of the New York City Register,
UCC-3 (Assignment) filed/recordpd
2008, Wider
9,2008,
under CRFN 2008000230875:
200800023'0875:
Kings County, on June '9,

Assignee:
o.

UCC-I filed/recorded in the Office of.the
of. the New York City Register, Kings County on
UCC-1
Apri14,
4, 2006, under CRFN 2006000185750:
April

Debtors:
Secured Party:
p.

Atlantic, Yards Nominee.Sub
Nominee'Sub A, LLC and
Atlantic.
Seagoing Development Company, LLC
Gramercy Warehouse
Funding II, LLC
..•.
~

UCC-l filed/recorded in the Office of the New York City Register, Kings County on
UCC-1
April 4, 2006, under CRFN 2006000185751:
,

Debtors:

q.

'Gramercy Warehouse Funding II LLC

AY
A Y 185 Flatbush, LLC and
Atlantic Yards Development Sub C, LLC

Secured Party: ,Gramercy
Gramercy Warehouse Funding II, LLC
'.
the Office
the New York City Register, Kings County on
UCC-1
UCC-l filed/recorded in ,the
O~fif.;~ of
~fthe
2006Q00185752:.
April 4, 2006, under CRFN 200000.
185752:.
Debtors:
Secured Party:
-Secured

Atlantic Arts Development Company, LLC,
Arena Nominee Sub C, LLC and
Arena Nominee Sub B, LLC
Gramercy Warehouse Funding II, LLC

 r.
r.

UCC-I filed/recorded in the Office of the New York City Register, Kings
~ings County on
UCC-1
Apri14,
April
4, 2006, under CRFN 2006000185753:

Debtors:
Secured Party:
s.
s.

. Arena Nominee Sub E, LLC
Arena Nominee Sub F, LLC and
Brooklyn Arena Sub A, LLC
•
Gramercy Warehouse Funding II, LLC

UCC-l filed/recorded in
iI! the Office
OffIc.e of the New York City
CIty Register, Kings. County on
UCC-1
April 4, 2006, under CRFN 2066000185754:
2006000185754:

Atlantic Yards Nominee Sub B, LLC and
.-AY-485.Deans,LLC~AY:A·85.:nean;LLC.- ~ ~ ,'-Secured Party: Gramercy Warehouse Funding II, LLC
Debtors:

t.
t.

i~ the Office of the New York City Register, Kings County on
UCC-1 filed/recorded in
18,2008,
March 18,
2008, under CRFN 2008000109279:

Atl~tic Arts Development Company,
Comp~y, LLC, Arena Nominee Sub B,
Debtors: Atlantic
C;- LLC, Arena Nominee Sub E, LLC, Arena
Aren~ Nominee
LLC, Arena Nominee Sub C,
Sub F, LLC, Brooklyn Arena Sub A, LLC, Atlantic Yards Nominee Sub A, LLC,
Devel9pment Company, LLC, Atlantic Yards Development Sub C, LLC,
Seagoing Development
A Y 185 Flatbush, LLC, AY
A Y 814 Pacific,
Atlantic Yards Nominee Sub B, LLC, AY
A Y 644 Pacific II, LLC, AY
A Y 485 Dean, LLC, AY
A Y 622 Pacific, LLC, AY
AY
LLC, AY
A Y 608-620 Atlantic, LLC, AY
A Y 177 Flatbush, LLC, Chest
195 Flatbush, LLC, AY
A Y 620 Pacific LLC, Atlantic Yards Development Sub A,
Realty Corporation, AY
LLC, Pacific Vanderbilt Development Company, LLC, AY 473 Dean, LLC, AY
LLC,.AY
AY 818 Pacific, LLC, AY 542 Vanderbilt, LLC, AY 622
489 Dean, LLC,
Atlantic, LLC, AY
Vandetbilti" LLC, AY 35-37 Sixth, LLC, AY
A Y 645 Dean,
AY 524 Vanderbilt;
AY 487 Dean,
Dean? LLC
A Y 618 Pacific, LLC, and AY
LLC, AY

Secured Party:

u.
u.

pramercy Warehouse'Funding
Warehouse :Funding II LLC
Gramercy

UCC-l filed/recorded
filedJrecorded in the Office of theNew
the,New York City Register, Kings County on
UCC-1
June 9, 2008, under CRFN 2008000230687:

. Seagoing Development Company, LLC
Debtor:
Secured Party: Gramercy Warehouse Funding II LLC
.
UCC-l filed/recorded
fIled/recorded in the Office of the New York City Register, Kings County on
UCC-1
June 16, 2008, under CRFN 2008000239883:
-

. v.
v.

Debtor:
Secured Party:
w.
w.

Seagoing Development Company, LLC
Gramercy Warehouse Funding II LLC

UCC-l filed/recorded in the Offide
Office of the New York City Register, Kings County on
UCC-1
June 16, 2008, under CRFN 2008000239884:

.'i.

 Debtor:
Secured Party:
x.

UCC~1 filed/recorded in the Office of the New York City Register, Kings County on
UCC-1
16,2008,
2008, under CRFN 2008000239885:
June 16,

Debtor:
Secured Party:
y.
y-

.

Secured Party:

A Y 618 Pacific, LLC
AY
Gramercy Warehouse Funding II LLC

A Y 487 Dean, LLC
AY
Gramercy Warehouse Funding II LLC

UCC-I filed/recorded in the Office-of
Office'bithe
the New York City Register, Kings County on •
UCC-1
16,2008,
2008000i39889:
2008, under CRFN 2008000239889:
June 16,

Debtor:
Secured Party:
cc.

~ ~~--. ~. ~

Gramercy Warehouse Funding-TI
Funding II LLC

UCC-l filed/recorded in the Office of the New York City Register, Kings County on
-UCC-1
16,2008,
2008, under CRFN 2008000239888:
2008900239888:
June 16,

Debtor:
Se~ured Party:
Secured
bb.

. AY_35~l?:.six.tb.,.LLC_

UCC-I filed/recorded in the Office of.
ofthe New York City Register, Kings County on
UCC-1
16,2008,
2008, under CRFN 2008000239887:
June 16,

Debtor:
Secured Party:
aa.

A Y 524 Vanderbilt, LLC
AY
Gramercy Warehouse Funding II LLC

UCC~l filed/recorded in the Office
Offlce of the New York City Register,
Register. Kings County on
UCC-1
under
CRFN
2008000239886:
16~ 2008,
June 16,
~Qe.Qt9t;:- ~

z.

A Y 622 Atlantic, LLC
AY
Gramercy Warehouse Funding II LLC

AY
AX 542 Vanderbilt, LLC
Gramercy Warehouse Funding II LLC

UCC-I filed/recorded in the Office of the New York City Register, Kings CoUnty on
UCC-1
June 9, 2008, under CRFN 2008000230706:

Debtors: Atlantic Arts Development Company, LLC, Arena Nominee Sub B,
LLC, Arena Nominee Sub C, LLC, Arena Nominee Sub E, LLC, Arena Nominee
LLC. Brooklyn
Brooklyri Arena
A!ena Sub A, LLC, Atlantic Yards Nominee Sub A, LLC,
Sub F, LLC,
Seagoing Development Company, LLC, Atlantic Yards Development Sub C, LLC,
Yaras Nominee Sub B, LLC, AY
A Y 185 Flatbush, LLC, AY
AY 814 Pacific,
Atlantic Yards
A Y 644 Pacific II, LLC, AY
A Y 485
4.~5 Dean, LLC, AY
A Y 622 Pacific, LLC, AY
AY
LLC, AY
195. Flatbush, LLC, AY
A Y 608-620 Atlantic, LLC, AY
A Y 177 Flatbush, LLC, Chest
LtC, Atlantic Yards Development Sub A,
A Y 620 Pacific LLC,
Realty Corporation, AY
Developmep.t Company, LLC, AY
A Y 473 Dean, LLC, AY
AY •
LLC, Pacific Vanderbilt Development
AY 818 Pacific, LLC
489 Dean, LLC, and AY
Secured Party:

Gramercy,
Gramercy. Warehouse Funding II LLC

 dd.

UCC-l filed/recorded in the Office of the New York City Register, Kings County on
UCC-1
April 14, 2009, under CRFN 2009000109820: .

Debtor:
Secured Party:
ee.

Arena Nominee Sub E, LLC
Watehouse Funding II LLC
Gramercy Warehouse

UCC-l filed/recorded in the Office
Offiqe of
Qfthe
UCC-1
the New York City Register, Kings County on
April 14, 2009, under CRFN 2009000109821:
2009.000109821:

..
Debtor:
Secured Party:

Arena Nominee Sub E, LLC
Gramercy Warehouse Funding II LLC