‘City Liguldsted Damages: For purposes of the calculations set forth in Sections I and II below and Schedules A, B, C, aud D, the date on which NYCEDC makes its first Disbursement to ESDC shall be deemed to be the fist day of “Year”, with each “anniversary of such date therea‘ter being the fist day of a calendar year numbered accordingly (Le, ifthe first disbursement is August 1, 2007, then August 1, 2007 through July 31, 2008 shall be decrned tb be “Year 0", August 1, 2008 through July 31, 2009 shell be deomed to be “Year I", August 1, 2009 through July 31, 2010 shall be deemed to be “Year 2", ete), Exhibit I si jal Completa tt For purposes of the calculations set Hl Disbursements are assurned to b anniversary of the date hereof, regardless of when they ere actually made, and Schedule.A shall not be adjusted based on the actual date of Disbursement. However, for purposes of this Section I, i es that) $100 million has ‘actually been disbursed by the City as of the date upon which Liquidated Damages become payable hereunder, the Liquidaced Darnages then due shall be reduced proportionately to rflect the percentage of $10 million thatthe actual Disbursement represents (¢g,, if $50 million has actually been disbursed, Liquidated Damages will be reduced by 50/100 or 50% of the applicable scheduled amount. ‘Arena Late: Ifthe Arena is not Substantially Completed by the Arena Outside Date for any feeson other than the failure of NYCEDC to disburse the Clty Funding as provided herein, or the occurrenoc of an Unavoidable Delay, ‘then corsmencing on the Arena Outside Date and continuing until Substantial Completion of fie Arena, Liquidated Damages shall be calculated on such anniversary and on each of the subsequent nine anniversaries of the Arens ‘Outside Date upon which the Arena remains uncompleted, in an amount equal to the product $f (a) 2% as of the Arena Outside Date, 3% as ofthe fist anniversary of the Arena Outside Date, 4% as of the sepond anniversary of ‘the Arena Outside Date, 6% as of the third anniversary, 796 as of the foutth anniversary, 8% ap ofthe fifth anniversary, 1696 as of the sixth anniversary, 17% as ofthe seventh anniversary, 18% as of the cighth anniversary, and 19% a8 ofthe niath anniversary (each, an ‘Arena Multiplice”) and (b) the antount applicable to the year of such ‘Arena Outside Date as set forth in Column B of Schedule A (Le, if, for example, Year 0 werg{to begin on August 1, ‘Year 6 and the applicable amount would be the amount in Column B of Schedule A corresp the Arena is not Substantially Completed by the Arena Outside Date for any reason other ‘NYCEDC to disburse the City Funding as provided herein, o the occurrence of an Unavoidailie Delay, Developer shall deliver an irrevocable letter of credit (the “Areaa LOC") ia an amount equal to Li as ifthe Arena were Substantially Completed on the third anniversary of tae Atena Outside Dpte into an esorow held bby an escrow agent reasonably acceptable to NYCEDC and Developer. Af the Arena is Substantially Completed prior to the third anniversary of the Arena Outside Date, (a) NYCEDC shall draw upon the. Liquidated Damages due on the date of such Substantial Completion and (b) following such shall be cancelled and returned to Developer. Ifthe Arena is not Substantially Completed anniversary of the Arena Outside Date, (x) the Arona LOC shall be drawn down on such third annlversary, (y) NYCEDC shall ceceive the full amount of such Arena LOC as Liquidated Damages, (2) Liqultated Damages payable horeunder (ie. the cumulative amounts due and payable hereunder us of the Arena Ouse Date and any applicable anniversary thereafter les the emount already paid to NYCEDC pursuant to the Arena LOC shall be paid in one lump sum upon the eariar of Arena Substantial Completion or ten years ftom the Arena Outside Dato, Ifthe Substantial Completion of the Arena does not occur by the anniversary of the Arena Oufside Date in Year 25, Liquidated Damages due and payable as of such anniversary shall eqral the Liquideted Damages applicable to Year 25 as set forth in Column B of Schedule A less the amount alreedy paid to NYCEDC pursuant to the Arena LOC. ‘Notwithstanding anything to the contrary contained herein, i the Arena is Substantially Competed between an aumniversary ofthe Arena Outside Date on which it was not cormpleted and the next anniversary (other than the amiversary in Year 25), the amount owed on such next anniversary in respect of the preceding year shall be adjusted pro rata (cg. ifthe Arena ia Substantially Completed six months after the previous ahniversary, thenLiquidated Damages due on the following anniversary shall equal 6/12 of che amount otherwige applicable to such following anniversary). Example: ‘Assunting that Year 0 begins on August 15, 2007 and the Effective Date oceurs on November) 10, 2014, then the ‘Arena Outside Date would occur on November 10, 2020, which would be during Year 13. Sd, upon the Arena ‘Outside Date, the Arena LOC equal to 3 years of Liguidated Damages woald be delivered with the applicable Arena ‘Multipliers to be applied to the amount in Column B of Schedule A corresponding to Year 13] If Substantial ‘Completion has not yet occurred, the Arena LOC would be drawn down on the third anniverspry of the Arena ‘Outside Date, ie. Noveraber 10, 2023. If Substantial Completion of the Arena were then to ofeur on the day after ‘the anniversary of the Arena Outside Date in 2028 (i, November 11, 2028), then the Arena fvould be deemed to be ‘8 years late, Upan the date of Substantial Completion, & years of Liquidated Damages less thy ammount paid to ‘NYCEDC pursuant to the Arena LOC would be payable, with the applicable Arena Multiplies tobe applied to the “antount in Column B of Schedule A corresponding to Year 13 (or the year in which the Areng Outside Date ‘occurred, as follows: ‘Arona Late Example ‘Arona Column “Annual '$ 165,000,000 185,000,000 185,000,000 185,000,000 Yoar (7 7% 168,000,000 11.560, Year 18 8% 188,000,000 43,200,901 185,000,000 Phase I Late: If Phase] is not Substantially Completed by the Phase [ Outside Date for any feason other than the failure of NYCEDC to disburse the City Funding as provided herein, or the ocourrence af an Unavoidable Delay, ‘comumencing on the Phase I Outside Date and continaing until Substantial Completion of Phats |, Liquideted ‘Daniages shall be calculated on such anniversary and on each ofthe subsequent nine anniversaries ofthe Phase { ‘Outside Date upon which Phase I remains uncompleted, in an amount equal tothe product of (a) 2% as of the Phase 1 Outside Date, 3% as ofthe first annivorsary of the Phase I Outside Dats, 4% as of the second anniversary of the Phase I Outside Date, 6% as ofthe third anniversary, 7% as of the fourth anniversary, 8% as #fthe fi anniversary, 16% as of th sixth anniversary, 17% as of the seventh anniversary, 18% as of the eighth anniversary, 19% as of the ninth aniversary (each, a “Phase I Base Multiplier"), and (b) the Phase I Completion Multiper as ofthe Phase I ‘Outside Date and (c) the amount applicable to the year of such Phase 1 Outside Date as set forth in Column C of Schedule A (io, if, for example, Year 0 wero to begin on September 1, 2007 and the Phase I Putside Date were 10 ‘occur on December 20, 2020, then the Phase I Outside Date would occur in Yeur 13 and the applicable amount ‘would be the amount in Column C of Schedule A corresponding to Years 13-15). If Phase 1 i not Substantially Completed by tie Phase I Outside Date for any resson other than the failure of NYCEDC to disburse the City Punding as provided herein, or the occurrence of an Unavoidable Detay, Developer shall delifer an irrevocable letter ‘of crcit (the “Phase | LOC") in an amount equal to Liguidated Damnages calculated as if Phafe 1 were SubstantiallyCompleted on the third anniversary of the Arena Outside Date (taking into account the applic Gompletion Account Multiplter) into an escrow held by an escrow agent reasoriably acceptable to NYCEDC and ‘Substantial Completion and (b) following such draw the Phase I shall be cancelled and Phase I is not Substantially Completed prior tothe third anniversary of the Phase I Outside Date, (x) the Phase I the next anniversary (other than the anniversary in Year 25), the amount owed on such next the preceding year shall be adjusted pro rata (c.g, if Paase I is Substantially Completed six m anniversary, then Liquidated Damages due on the following anniversary shall equal 6/12 of tHe amount otherwise applicable to such following anniversary). ‘As used herein, the “Phase I Completion Multipfier® applicable at any time shall equal (a) on, minus (b) a fraction, the numerator of which shall be the number of grass square feot in excess of 750,000 in Phasq I that is, at such time, ‘Substantially Completed (such numerator not to exceed 750,000), and the denominator of whch shall be 750,000, Example: ‘Assuming that Year 0 begins on September 25, 2007 and the Effective Date occurs on December 1, 2009, then the Phase I Outside Date would aceur on December 1, 2021, which would be during Year 14, 1f|(a) os of the Phase I ‘Outside Date, 1,100,000 square faet of Phaso I is Substantially Completed, and (b) the remainlfer of Phase 1 is not ‘Substantially Completed untl the day after the ninth anniversary of the Phase I Outside Date {Le., December 2, 2030), then 10 years of Liquidated Damages would be payable, with the amount in Column corresponding to Year 14 (or the year in which the Phase I Outside Date occurred, to be multiplied by the applicabl¢ Phase { Base “Multiplirs, and the applicable Phase I Completion Multipliers, (.e. one, minus (x) the excess of 1,100,000 over 750,000, divided by (y) 750,000, or 53.32%) as follows: Phage {Late Example Phase | Phase | Base Completion Column ¢ al mi Multiplin Phas yourit Due Year 14 2% 62.3% {$56,000,000 ‘688,300 Year 18 3% saan soot oan 870,460 Year 18 | BSE file eR ASS cane! IS RL ane ; Yoar 17 63.3% 5,000,000 Year 18 we e338 5,000,000 Year 19 8% 53.3% 3,000,000 Yoar 20 18% 63.3% 55,000,000 Year 21 17% 83.3% 8,000,000 Your 22 18% 53.3% 15,000,000 40% | 53.9%, 55,000,000,In this ecenarfo, the amount of the Phase I LOC would be three yeats of liquidated damages provided above, with the full amount of such Phase I LOC to be released upon the third anni ‘Outside Date (since, in this scenario, Substantial Comptotion will not have occurred by then) ‘Completion, the amount of such Phase I LOC would be netted cut of the total due upon UL Liauidated Damages if the Project is Abandoned Jn the event that the Project is abandoned or terminated before the Arena Outside Date for reason other than the failure of NYCEDC to disburse the City Funding as provided herein, or the occurrence of anjUnavoidable Delay, ESDC will pay NYCEDC the aggregate amount of the Disbursements made ta such date, pl Liguidated Damages in the amount applicable to the year of such termination as set forth in cither (i) Schedule B, If the final disbursement of City Funding occurred In Year 0, (ii) Schedule C, if the final disbursement df City Funding ‘ocurred in Year 1, or (ili) Schedule D, if the final disbursement of City Funding ocewrred inj Year 2, or thereafter oF has not yet occurred (i.2., if, for example, Year 0 were ta commence on September 1, 2007, final disbursement of City Funding were to have ocourred on November 15, 2009 and the Project were to be sd or terminated on ‘November 16, 2012, which would be during Year 5 (with such year being prior to the Arona} final disbursement of City Funding shell be deemed to have occured in Year 2 and the am by ESDC shall be the aggregate amount of the Disbursements made to such date, plus the corresponding to Year 4-6 in Schedule D). However, for purposes of this Section Il, if less than $100 million has factually been disbursed by the City as of the date upon which Liguidated Damages became qayable hereunder, the Liquidated Damages then due shall be reduced proportionately to reflect the percentage of $| (00 million that the ‘actual Disbursement represents (e.g. if $75 million has actually been disbursed, Liquidated ses will be reduced to 75/100 or 75% of the applicable scheduled amount)