Initial Public Financing Payments; Construction Late Charge. 2 Developer hereby acknowledges that if the Resort Hotel, Parking Improvements, and Convention Center are not Complete by the Original Outside Construction Completion Date (as extended in accordance herewith), Authority Parties, Port District Parties, Financing District Parties, and City Parties will incur costs not contemplated by this Agreement, the Ground Lease and the Convention Center Leases. Accordingly, in the event Developer does not Complete the Resort Hotel, Parking Improvements, and Convention Center by the Original Outside Construction Completion Date (as extended in accordance herewith), then, beginning with the first month following the Original Outside Construction Completion Date, and monthly thereafter until the Resort Hotel, Parking Improvements, and Convention Center are Complete, the Developer shall, on or before the first day of each such month, pay to the Trustee, as assignee of Authority under the Authority Indenture, the payments (collectively referred to as the “DPFP”) based on the formula set forth below (collectively, “Construction Late Charges”). The Parties further agree that the Construction Late Charges apply whether or not Developer receives notice of its failure to Complete the Convention Center, Resort Hotel, or Parking Improvements, and that said Construction Late Charges are appropriate to compensate the City, Port District, Financing District, and Authority, and are the sole compensation and remedy of the Public Entities, for the Developer’s failure to construct the Resort Hotel, Convention Center, Developer’s Phase 1A Infrastructure Improvements, or the Parking Improvements by the Original Outside Construction Completion Date, including any loss resulting from the loss of revenues that the Authority Parties, the Port District Parties, the Financing District Parties and the City Parties would have received if the Resort Hotel, Convention Center, Parking Improvements, and Developer’s Phase 1A Infrastructure Improvements had been Completed by the Original Outside Construction Completion Date (as extended in accordance herewith). Notwithstanding the preceding sentence, Xxxxxxxxx acknowledges and agrees that, as and to the extent provided in the next sentence, there will be an Event of Default for the failure to Complete the 2 This section is under review by Port and City Attorney. Convention Center if (a) Developer fails to Complete the Convention Center by the date that is three hundred sixty-five (365) days after the Out...
