have commenceduntil the later of the date (i) the Arena Completion Guarantyhas beenexecuted

and deliveredto the LDC; (ii) the tenant under the Arena DevelopmentLeaseshall have paid the
Completion Amount (as defined in the Arena Development Lease) required to be paid in
accordance with Section 3.3(c) thereof; (iii) the proceeds of the Bonds are available for
disbursementin connectionwith the performanceof the Arena Work; and (iv) commencementof
the excavationof the foundationsfor the Arena has occurredon the Arena Parcel.

8.4 Arena Development and Construction. Prior to the Outside Arena

Commencement Date, BALLC shall, or it shall cause Events Center, to have commenced
construction of the Arena pursuant to and in accordance with the terms of the Arena
Development Lease. The Arena shall be the first or secondbuilding in the Project for which
constructionshall be commenced.Once constructionis commenced,BALLC shall causeEvents
Center to continue the Arena Work with diligence. BALLC shall cause the Substantial
Completion (for this purposeonly, as defined in the Arena DevelopmentLease),of the Arena to
occur on or prior to the Outside Arena SubstantialCompletion Date. BALLC acknowledgesand
understandsthe meaning and effect of the Arena Opening Conditions, and hereby agreesto cause
Events Center to acknowledge the Arena Opening Conditions in accordancewith the Arena
DevelopmentLease.

8.5 Platform Construction and Commencement. AYDC shall Commence

Construction (or cause the Commencementof Construction) of the Platform no later than the
fifteenth (15th)anniversaryof the Project Effective Date, subjectto Unavoidable Delays. For the
purposes of this Section 8.5 only, "Commence Construction" and "Commencementof
Construction" shall mean (i) the delivery of the completion guaranty required by the applicable
Development Lease (accompaniedby such opinions of counsel as ESDC or the applicable
landlord shall then reasonablyrequire) and (ii) the execution and delivery by AYDC or Interim
Developer, of true, correct, complete and unredacted copies of all agreements,documents,
instruments, easements,memorandumsof understanding,side letters, plans, drawings or other
documents delivered or entered into between AYDC, Interim Developer or any of their
respectiveAffiliates on the one hand and the MTA, LIRR, Transit Authority or their respective
Affiliates on the other hand with respectto the development or constniction of the Platform or
any portion thereof that is sufficient in size and scope to support the construction of a building
thereonin accordancewith a DevelopmentLease.

8.6 PhaseI Construction. AYDC and Interim Developer shall Substantially

Complete (or shall causeto be SubstantiallyCompleted) Improvements(consisting primarily of
commercial,office, retail, residentialand/orhotel uses)on the PhaseI Propertyencompassing a
minimum of One Million Five Hundred Thousand (1,500,000) gross squarefeet (excludingthe
Arena but including the Improvements to be completed on Site 5), the health care clinic
described in the MGPP and the Affordable Housing Units satisfying the Phase I Affordable
Housing Commitment (collectively with the Improvements describedin (a) through (f1 below,
the "Phase I Improvements") within twelve (12) years from the Project Effective Date (the
"Outside Phase I Substantial Completion Date"), subject to Unavoidable Delay and with
respectto the PhaseI Affordable Housing Commitment,subjectto Sections8.6(-d)and 8.8 below.
Any residential rental buildings constructed on the Arena Block as part of the Phase I
Improvementswill contain low-, moderate-,and/or middle-income units and/or market rate units,
and/or any combination thereof; provided, however, that ESDC agrees that the particular

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distribution of income bands and which income bands are included may vary from time to time
or building to building and shall be governed by the requirementsof the applicable affordable
housing program.

(a) Subway Entrance. BALLC shall construct or cause to be

constructed a new subway entrance(the "Subway Entrance") to the Atlantic Terminal on the
Arena Block in accordance with the terms of the Arena Development Lease and Transit
Improvement Agreement. The Subway Entrance shall comply in all respects with the
requirements set forth in the Transit Improvement Agreement, the DOB Agreement and
applicable Requirements, including providing sufficient capacity so as to adequately
accommodate fans entering and leaving an event at the Arena. BALLC acknowledgesthat the
Substantial Completion (as defined in the Arena DevelopmentLease)of the Subway Entranceis
an Arena Opening Condition.

(b) Carlton Avenue Bridee. AYDC shall construct or cause to be

constructed a replacementCarlton Avenue Bridge in accordancewith the terms of the Carlton
Avenue Bridge ConstructionAgreementdatedDecember 17,2007 betweenthe City and Atlantic
Rail Yards, LLC, a Delaware limited liability company and Affrliate of AYDC. The Carlton
Avenue Bridge shall comply in all respects with the Carlton Avenue Bridge Construction
Agreement, the DOB Agreementand applicableRequirements. BALLC acknowledges,and
shall cause Events Center to acknowledge,that the Substantial Completion (as defined in the
Arena DevelopmentLease)of the CarltonAvenueBridge is an Arena OpeningCondition.

(c) Construction of the Upgraded Yard, AYDC or its Affiliates shall

commence and complete constructionof a new rail yard (the "Upgraded Yard") in accordance
with the terms of the Yard Relocation and Construction Agreement. If construction of the
Upgraded Yard is not commenced or completed in accordancewith the terms of the Yard
Relocation and Construction Agreement,then in addition to the consequencesprovided in such
Yard Relocation and Construction Agreement and Section 3.1(b) above, the landlord under the
Block 1121 Interim Leaseshall havethe rights and remediesgrantedto it under the Block 1121
Interim Lease on account of such failure.

(d) Timing of PhaseI Buildines.

(i) Interim Developer shall be required to Commence

Construction (or causethe Comrnencementof Construction) of Project Buildings on the
Arena Block in accordancewith the terms of this Section8.6(dXi).

(D Commencementof Construction of the first Project

Building on the Arena Block (the "First Required Building") shall occur within three(3)
years following the Project Effective Date, except in the event of a City Excuse, in which
event Commencementof Construction of the First Required Building shall occur within
four (a) years following the Project Effective.Date (the date by which the frrst building is
required to be commenced,either by the 3'o or 4m anniversaryof the Project Effective
Date, the "First Commencement Deadline"). The First Required Building shall be
required (the "First Required Building Affordability Requirement") to contain
Affordable Housing Units with the percentagesof Affordable Housing Units at the

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 income levels specified in one of the six scenariosof Interim Developer'schoosing
describedon s!l!|!-! unless Interim Developershall have applied for Combination
Housing Subsidiesin accordancewith the Affordable HousingApplication Requirements
and beendenied such CombinationHousing Subsidies(such denial the "City Excuse").
In the event Commencementof Constructionof the First Required Building has not
occurred by the First CommencementDeadline (subject to Unavoidable Delays and
Sections8.6(dXiXW), (V) and (VI) hereof),Interim Developershall pay the Liquidated
Damagesdue to ESDC on account of the failure to CommenceConstruction of the First
RequiredBuilding (the "3-4 Year Liquidated Damages")by the First Commencement
Deadline. Once Commencementof Constructionhas occurred,Interim Developer shall,
or shall causethe applicableTenant to, diligently prosecuteconstructionof the First
RequiredBuilding until SubstantialCompletion.

(ID In addition to the requirements set forth in

Section8.6(d)(i)(0, Interim Developershall be requiredto CommenceConstructionof a
secondProjectBuilding (the "First Flexible Building") on the Arena Block by no later
than the second anniversary of the First Commencement Deadline (the "Second
Commencement Deadline"). In the event the Commencementof Constructionof the
First Flexible Building has not occurredby the SecondCommencementDeadline(subject
to Unavoidable Delays and Sections 8.6(dXi)0V), fV) and (VD hereof), Interim
Developer shall pay the Liquidated Damagesdue to ESDC on account of the failure to
CommenceConstructionof the First Flexible Building by the Second Commencement
Deadline(the "5-6 Year Liquidated Damages"). The partieshereby acknowledgethat
in the event Interim Developer has paid the 3-4 Year Liquidated Damages,the reference
to the "second Project Building" in this Section8.6(dXiXII) shall actually refer to the
constructionof the first Project Building on the Arena Block which, becauseit will not be
being constructedpursuantto Section 8.6(dXiXI) hereof, will not be required to comply
with the First Required Building Affordability Requirement. Once Commencementof
Constructionhas occurred, Interim Developer shall, or shall causethe applicable Tenant
to, diligently prosecute construction of the First Flexible Building until Substantial
Completion.

(m) In addition to the requirements set forth in

Sections8.6(dXiXI) and 8.6(dXiX[), Interim Developershall CommenceConstruction
on the third ProjectBuilding (the "SecondFlexible Building") on the Arena Block by no
later than (x) the secondanniversaryof the SecondCommencementDeadline, and (y) the
tenth (l0th) anniversaryof the Project Effective Date (the "Third Commencement
Deadline"). In the event the Commencementof Constructionof the SecondFlexible
Building has not occurred by the Third Commencement Deadline (subject to
UnavoidableDelays and Sections8.6(dXiXIV), (V) and (YI) hereof),Interim Developer
shall pay the Liquidated Damagesdue to ESDC on account of the failure to Commence
Constructionof the SecondFlexible Building by the Third CommencementDeadline(the
"10 Year Liquidated Damages"). The partiesherebyacknowledgethat (1) in the event
Interim Developerhas paid the 3-4 Year LiquidatedDamagesor the 5-6 Year Liquidated
Damages,the referenceto the "third Project Building" in this Section8.6(dXiXIID shall
actually refer to the construction of the secondProject Building on the Arena Block, and
(2) in the event Interim Developer has paid both the 3-4 Year Liquidated Damagesand

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 the 5-6 Year LiquidatedDamages,the referenceto the "third Project Building" in this
Section 8.6(dXil(ID shall actually refer to the construction of the first Project Building
on the Arena Block (but shall not be subject to the First Required Building Affordable
Housing Requirement). Once Commencementof Construction has occured, Interim
Developer shall, or shall causethe applicable Tenant to, diligently prosecuteconstruction
of the SecondFlexible Building until SubstantialCompletion.

(IV) To the extent Interim Developer,or the applicable

Tenant,is ready to CommenceConstructionof a ProjectBuilding and (1) such Project
Building is required to contain Affordable Housing, either becauseit is being built as
required by Section 8.6(dXiXI) or becausefailure to include Affordable Housing in such
Project Building would prevent Interim Developer or an applicable Tenant from being
able to satisff the PhaseI Affordable Housing Commitment, and (2) Interim Developer
(or the applicable Tenant) substantiatesper the written notification identified in Section
8.8(dxii) hereof an Affordable Housing Subsidy Unavailability, the then applicable
Deadline shall be extended by one (1) year; providgd, however, that once Interim
Developer (or the applicable Tenant) has utilized an Affordable Housing Subsidy
Unavailability to extend a Deadline, such an extension shall not be available again with
respectto such Deadline unless another Affordable Housing Subsidy Unavailability can
be substantialedafter the date which is one fl) vear after the prior Affordable Housine
SubsidyUnavailability was evidenced.

(V) To the extent lnterim Developer, or the applicable

Tenant, is ready to CommenceConstruction of a Project Building and (i) such Project
Building is not required to contain Affordable Housing, (2) the Phase I Affordable
Housing Commitment has been satisfied, and (3) Interim Developer (or the applicable
Tenant) substantiatesa Market Financing Unavailability, the then applicable Deadline
shall be extended on a month-to-month basis for so long as Interim Developer (or the
applicable Tenant) substantiates the continuation of such Market Financing
Unavailability on a monthly basis.

(VD To the extent Interim Developer, or the applicable

Tenant, is ready to CommenceConstruction of a Project Building and (1) such Project
Building is not required to contain Affordable Housing, (2) the Phase I Affordable
Housing Commitment has not been satisfied, (3) Interim Developer (or the applicable
Tenant) substantiatesper the written notification identified in Section 8.8(-dXii)hereof an
Affordable Housing Subsidy Unavailability, and (4) Interim Developer (or the applicable
Tenant) substantiatesa Market Financing Unavailability, the then applicable Deadline
shall be extendedup to a maximum of one year, on a month-to-month basis, for so long
as Interim Developer (or the applicable Tenant) substantiatesthe continuation of such
Market Financing Unavailability on a monthly basis; provided, however, that after
becoming entitled to the then maximum extension,in the event Intbrim Developer (or the
applicableTenant)againsubstantiates both clause(3) and (4) of this Section8.8(d)(iXVD,
such maximum extension shall be increasedby another year and Interim Developer (or
the applicable Tenant) shall be entitled to month-to-month extensions to the extent
provided for herein.

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 (ii) For the avoidanceof doubt,the terms of this Section8.6(d)
apply only with respect to the Phase I Affordable Housing Commitment and shall not
affect or otherwise alter any obligation to construct the Urban Room or, subject to
Section8.8(g)hereofto SubstantiallyCompletethe PhaseI Improvementsby the Outside
PhaseI SubstantialCompletionDate, subjectonly to UnavoidableDelays.

(e) Urban Room. Interim Developer shall Substantially Complete, or

cause to be Substantially Completed, the Urban Room on the Arena Block on or prior to the
outside PhaseI SubstantialCompletion Date, subjectto UnavoidableDelays.

8.7 PhaseII Construction. AYDC or Interim Developershall, or shall cause

their respective Affiliates to, Substantially Complete (or shall cause to be Substantially
Completed) Improvements(primarily of a residential, retail and community facility use) on the
Phase II Property encompassinga minimum of Two Million Nine Hundred Seventy Thousand
(2,970,000) gross squarefeet, the School (if applicable), an intergenerationalcommunity center
with spacefor at least 100 children for publicly funded day care,no less than eight (8) acresof
Open Space as detailed in Section 8.76), the Phase II Affordable Housing, the Platform
(collectively, "Phase II Improvements") and all PhaseI Improvements,within twenty-five (25)
years following the Project Effective Date (the "Outside Phase II Substantial Completion
Date"), subject to Unavoidable Delays. For purposesof this Section 8.7 only, the term
''Unavoidable Delay" shall include any delays in the performance of the Development Work
resulting becauseof the terms of Section 8.8(aXiii) below and the continuation of an Affordable
Housing SubsidyUnavailability.

(a) School. At the option of the New York School Construction

Authority, the New York City Departmentof Education or other appropriateagency(collectively,
the "DOE"), AYDC and interim Developer will be obligated to construct, on PhaseII Property,
at the expenseof DOE, a public school (the "School") comprisedof approximately 100,000
squarefeet in the base (starting on the ground floor and located on contiguous floors) for such
grades as determined by DOE based on need. The exact configuration of the School will be
determinedby mutual agreementof DOE and Interim Developer. It is expectedthat construction
of the School,if electedby DOE, will commencewithin the first building to be constructedon
PhaseII Properfy or by a date mutually agreedto by DOE and Interim Developer. In the event
the School is constructed,Interim Developer shall be permitted to (without duplication) increase
the total floor areaof the PhaseII Improvementsby an amount equal to the lesserof (i) the gross
squarefootageusedsolely by the School,and (ii) one hundredthousand(100,000)squarefeet; it
being the intent of this sentenceto solely allow Interim Developer to construct the School
without loss of gross squarefootage within the building in which the School is constructed. In
addition, a portion of the Open Spacemay be reservedfor use by the School during schoolhours,
but would be available for public use outside of School hours, and a smaller portion of which
may be reservedfor exclusive use by the School, subjectto the reasonableapprovalof ESDC
(following consultationwith the City).

(b) Publicly Accessible Open Space. The publicly accessibleopen

spaces(the "Open Space") as describbdin the MGPP, Design Guidelines and MEC shall be
constructed on each Development Parcel in accordance with the Design Guidelines and
SubstantiallyCompleted as PhaseII Improvementsare constructedon the PhaseII Property. As

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York Server34 - MSW
soon as reasonablypracticable after the SubstantialCompletion of any Open Space,ESDC shall
transfer, on an "AS IS, WHERE IS" basis and without any representationor warranty, fee title to
such Open Space to a conservancy or other not-for-profit organizations (collectively, the
"Conseryancy") establishedby AYDC, Interim Developeror their respectiveAffiliates, which
shall be responsible for maintenance, operation and security of the Open Space. The
Conservancy shall be funded in the first instanceby AYDC, Interim Developer, their respective
Affiliates or one or more Tenantsunder a DevelopmentLeasein an annual amount, and pursuant
to a budget,reasonablyacceptableto ESDC. As constructionis SubstantiallyCompletedon a
Development Parcel adjacentto a portion of Open Space,the Conservancyshall be funded as
provided in this Section8.7(b)and as providedin an Open Spacerestrictivedeclarationin a form
reasonably satisfactoryto ESDC and recorded against such Development Parcel; ptovided that
under no circumstancesshall ESDC, the City, NYCEDC or any of their respectiveAffiliates be
required or otherwiseobligated to fund or otherwiseprovide credit support for any obligations or
liabilities of the Conservancy. Such declaration shall oblige the owners of the Development
Parcels to (i) perform maintenanceand operationfunctions in the event the Conservancydefaults
on its obligation to maintain and operatethe Open Space,(ii) adequatelyfund their shareof the
maintenance and operation costs of the adjacent Open Space, and (iii) provide adequate
assurances (reasonably satisfactory to ESDC and the City) that the Open Space will be
sufficiently maintained and operated. The Conservancyshall be createdprior to the Substantial
Cnmnletinn nf anrr Onen
uljvir Snace
vij-gL and
*i s shall
Ji i * i i he
L! snverne'l
5!
i vi r i l u hv
uj a
a hnard
u !- +u ,
rrrhich
i r i :i .Lrill include
representativesof AYDC (or its designees),civic group(s) active in park matters,the owners of
surrounding buildings and, on an ex fficio basis,the local community boards and the New York
City Departmentof Parks and Recreation.

(c) Block 1129 Construction. Subjectto Section 8.8 below, Interim

Developer shall Commence Construction (or cause the Commencementof Construction) on
Block lI29 of at least one residential building constituting a portion of the Phase II
Improvementswithin ten (10) yearsof the ProjectEffective Date, subjectto UnavoidableDelays.
Once commenced,Interim Developer shall, or shall causethe applicableTenant to, diligently
prosecute construction of such building until Substantial Completion. For purposes of this
Section 8.7(c) ottly, the term "Unavoidable Delays" shall include Market Financing
Unavailability.

8.8 Affordable Housine.

(a) The Project shall have not less than the required Project Site
Affordable Housing Units for low-, moderate-and middle-income individuals and families and
such Affordable Housing Units shall be built in accordancewith the following requirements: (i)
in satisfaction of the PhaseI Affordable Housing Commitment, (ii) so long as the Combination
Housing Subsidiesare made available by the Cify in accordancewith this Agreement, assuming
Interim Developer's satisfaction of the Affordable Housing Application Requirements,the first
building (other than the Arena) constructedon the PhaseI Property shall have such number of
Project Site Affordable Housing Units as is requiredby the CombinationHousing Subsidyused
to finance the development and construction of such building, (iii) subject to Sestion 8.8(d)
hereof, not more than fifty percent (50%) of the number of residential units to be constructedas
part of PhaseII shall be completedwithout the completion of fifty percent (50%) of the Project
Site Affordable Housing Units, and (iv) if applicable,the requirementsof Section 8.8(fl below

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(the requirementsof sub-clauses(i), (ii), (iii) and (iv) are collectively hereinafterreferredto as
the "Housing Criteria"). Any Additional Affordable HousingUnits built by or at the direction
of AYDC or Interim Developershall be excluded for purposesof determiningcompliancewith
Sections 8.8(a)(i) (other than as expressly provided in Section 2,3&) hereof), 8.8(aXiii) and
8.8(fl.

(b) Prior to commencing any Development Work on each residential

building on the ProjectSite,AYDC and Interim Developershall,or shall causethe Tenantunder
the applicableDevelopmentLeaseto, deliver to ESDC an Officer's Certificate settingforth the
number of Affordable Housing Units, if any, to be containedwithin the applicable building and
demonstratingthat upon SubstantialCompletion of suchbuilding, the Housing Criteria shall be
satisfied as of such date, and capable of being satisfied throughout the Project Site. The
foregoing shall not be deemed to alleviate any additional requirements imposed by
Governmental Authorities upon the developmentby any subsidiesprovided to the developerof
the applicablebuildings.

(c) In addition to the Project Site Affordable Housing Units, AYDC

and Interim Developer shall build or shall cause the construction of at least six hundred (600)
affordable homeownershiphousing units ("Additional Affordable Housing Units") on the
Project Site or as close to the Project Site as reasonablypracticable,including but not limited to
the following neighborhoods: Prospect Heights, Fort Greene, Bedford Stuyvesant, Crown
Heights, Clinton Hill and Park Slope, subject to GovernmentalAuthorities making available to
AYDC, Interim Deveioper or their respectivesuccessorsor assignsaffordable housing subsidies
in accordance with and subject to the terms of Section 8.8(d) below. AYDC and Interim
Developer shall seek to build or cause the construction of at least two hundred (200) of the
Additional Affordable Housing Units within the Project Site, subject to the density levels
approvedin the MGPP being maintained. Additional Affordable Housing Units constructedat a
location other than on the Project Site shall be constructedin accordancewith all applicable
Requirements. AYDC and Interim Developer shall seek to (i) causethe Additional Affordable
Housing Units to be affordable to families with income up to 150% of AMI and (ii) make
homeownershipopportunitiesto be made available to families with incomes below 100% AMI.
AYDC and Interim Developer shall document or causethe documentationof the constructionof
Additional Affordable Housing Units by providing a written notice to,ESDC, together with
evidence reasonably satisfactory to ESDC, of the same. Any Additional Affordable Housing
Units built by or at the directionof AYDC or Interim Developershall be excluded for purposes
of determining compliancewith Sections 8.8(-aXi)(other than as expressly provided in Section
2.3b\ hereof),8.8(aXiii)and 8.8(0.

(d) AYDC, Interim Developer, their respectiveAffiliates and Tenants

under the applicable Development Leasesmay apply for financing then generally available to
developersof Affordable Housing Units for the construction of Project Site Affordable Housing
Units, provided that the lack of such financing shall not diminish any of AYDC's, Interim
Developer's or their respective Affiliates' obligation to provide the Project Site Affordable
Housing Units or the Additional Affordable Housing Units. AYDC's, Interim Developer's,their
respectiveAffiliates' and Tenants'under the applicable Development Leasesfailure to (i) apply
or otherwise seekapproval for (A) the Combination Housing Subsidiesor (B) any financing then
generally availableto developersof Affordable Housing Units or (ii) accept the Combination

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627327.20-NewY ork Server3A - MSW
Housing Subsidies or financing should such amounts be rnade available to any of AYDC,
Interim Developer, their respective Affiliates and Tenants under the applicable Development
Leases, shall not, in either case, relieve or otherwise diminish (or be deemed to relieve or
otherwise diminish) the obligations set forth in Section 8.6(d) above or this Section 8.8. If
AYDC, Interim Developer or their respective Affiliates applies for tax abatementsunder the
City's Section42la program,AYDC, Interim Developerand their respectiveAffiliates shall be
required to abide by the definition of affordable housing as may be in effect under such program
at such time. The following proceduresshall be utilized by AYDC, Interim Developer and their
respective Affrliates for financing generally available to developers of Affordable Housing
Unites (the "Affordable Housing Application Requirements")

(i) To obtain financing for Affordable Housing Units under

programs then generally available to developersof Affiordable Housing Units, AYDC,
Interim Developer, their respective Affiliates and Tenants under the applicable
DevelopmentLeasesshall be required to (I) make a complete application and submission
to the applicable administering agency, (II) provide written notification of such
applicant's intention to close and to be ready, willing and able to close within 12 months
of complete application and submission, ild (III) if such complete application and
submission is approved by the administering agency, comply with and satisfy all
applieablepreconditionsfor closing required by the applicable administeringageney
under its standards,terms, conditions and criteria for the applicable affordable housing
program. For purposeshereof, "complete application and submission" shall mean an
application for affordable housing financing of a type that such administering agency
generally makes available to developersfor the developmentof affordable housing (or, if
required by this Agreement, an application for a pro$am as described on Exhibit V),
including a preliminary term sheet or other plan of credit enhancement,as is considered
acceptableby the applicable administering agencyunder its standards,terms, conditions
and criteria for the applicable affordable housing program, and other information and
disclosures required by the applicable administering agency from developers as a
condition for providing financing for Affordable Housing Units.

(ii) It is the understanding of the parties that the applicable

administering agency shall review any such complete application and submissionin good
faith for consistency with then applicable program rules, standards and criteria, ffid
respondwithin 45 days with either (I) a letter of intent to provide the applicablefinancing
with respect to an approved complete application and submission or (II) written
notification of the inability to provide applicable financing within the 12 months of the
complete application submission. The failure of the applicable administering agencyto
comply with the foregoing shall be deemeda denial of the application and an Affordable
Housing SubsidyUnavailability.

(e) On each anniversaryof the date of this Agreement, and also upon
the SubstantialCompletion of each of PhaseI and PhaseII, AYDC shall deliver (or shall cause
to be delivered) to ESDC an Officer's Certificate certifying that all of the requirementsfor the
construction of Project Site Affordable Housing Units during the applicable phaseof the Project
have beensatisfied.

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627327.20-NewY ork Server3A - MSW
 (0 Until the datethat each of the following are satisfted: (i) AYDC or
its Affiliates shall have delivered to the MTA, LIRR or their respectivedesigneesthe completion
guaranty required by the Yard Relocation and Construction Agreement, (ii) such completion
guaranty is effective and unconditional, and (iii) no Event of Default (as defined in the Yard
Relocation and Construction Agreement) shall have occurred and be continuing, Interim
Developer agrees that (D at least eight hundred (800) Affordable Housing Units shall be
SubstantiallyCompletedonBlock 1129 prior to the OutsidePhaseII SubstantialCompletion
Date; provided that such number shall be reduced on a unit for unit basis for each Phase I
Affordable Housing Unit completed on the Arena Block, and (ii) for purposesof determining
compliance with Section 8.8(.aXiii) above, not more than fifty percent (50%) of the number of
residential units to be constructedon Block 1129 shall be completed without the completion of
fifty percent (50%) of the Project Site Affordable Housing Units to be constructed on Block
ll29-(it being agreedthat for purposesof calculating the number of Project Site Affordable
Housing Units to be constructedon Block 1129 only, such amount shall not exceedfive hundred
(s00).
G) Notwithstanding AYDC's and Interim Developer's obligations to
Substantially Complete (or causeto be Substantially Completed) the PhaseI Improvementsby
the Outside Phase I Substantial Completion Date, so long as the Affordable Housing
Application Requirementshave been satisfied in each case, any Affordable Housing Subsidy
Unavailability with respectto a proposedresidential building shall result in a one-yearextension
of the Outside PhaseI SubstantialCompletion Date solely with respectto the gloss square feet
proposed for Affordable Housing Units in such building in the application for financing such
Affordable Housing Units, up to an aggregateof eight (8) one-year extensionsof such Outside
PhaseI SubstantialCompletionDate;plovldgd,howeverthe aggregategrosssquarefeet eligible
for such extensionfor Affordable SubsidyUnavailability shall in no event exceed450,000 gross
squaxe feet in any year. By way of example, if the Affordable Housing Application
Requirementsare satisfiedwith respectto a 300,000grosssquarefeet building of which 507ois
intendedto be Affordable Housing Units in such application and there is an Affordable Housing
Subsidy Unavailability with respectto such application, then the obligation to satisff the PhaseI
Affordable Housing Commitment by the Outside PhaseI SubstantialCompletion Date shall be
extended by one year solely with respectto i50,000 gross square feet of Affordable Housing
Units.

8.9 Temporarv OEn Space. To the maximum extent practicable the Tenant
under the applicable Interim Leaseshall causethat portion of the Project Site which such Tenant
does not reiionably expect to be utilized for construction work, support of construction or other
permitted usesunder such Interim Lease,or to become part of a DevelopmentParcel upon which
bevelopment Work will occur, in the twelve (12) month period following the relevantdate of
determination, to be converted to temporary open spacesusable by the general public. Each
Tenant under an Interim Lease shall make such determination on the first anniversary of the
Project Effective Date and on eachanniversarythereafter.

8.10 Existing Parks lnvestment. In addition to its obligationswith respectto

the Open Space,prior to the SubstantialCompletion of PhaseII, AYDC and/or its Affiliates shall
colleclivety inveit (or shall causeto be invested)a total of ThreeMillion Dollars ($3,000,000)in
the aggregatefor the improvement of existing parks near and around,but not within, the Project

.A
L-t

627327.2O-NewYork Server3A - MSW