Common use of Work Stop Clause in Contracts

Work Stop. Subject to the terms and conditions of Section 22, and after construction has begun, if (i) the Project Phase Work is not completed (as determined in accordance with Section 12(c)) within twenty-four (24) months after the Commencement Date with respect to the Culinary Accelerator Building and within thirty-six (36) months after the Commencement Date for the remainder of the Project; or (ii) all construction work of a material nature ceases with respect to the Project Phase Work for a period of at least one hundred twenty (120) consecutive days or for more than a total of one hundred fifty (150) days during any two hundred forty (240) day period, then, at any time until construction work of a material nature resumes and is continuing, City may elect, in addition to any other legal and equitable remedies available to City, to unilaterally terminate this Agreement and all Ancillary Agreements and notify Developer that no additional Bond Proceeds will be disbursed, without any liability or obligation to Developer or Project Lender. Subject to the foregoing, the Power of Termination and foregoing rights shall be deemed exercised upon delivery to Developer of written notice (1) at any time after the expiration of the 24th month or the 36th month in the case of clause (i) of the preceding sentence (but prior to Substantial Completion of the Project Phase Work); or (2) prior to material resumption of the construction work in the case of clause (ii) of the preceding sentence. No delay or failure by City Bodies to enforce any of the covenants, conditions, reservations and rights contained in this Section 17(b), or to invoke any available remedy with respect to an Event of Default by Developer shall under any circumstances be deemed or held to be a waiver by City Bodies of the right to do so thereafter, or an estoppel of City Bodies to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. No consent from, or notice to, Project Lender or any cure right in favor of Project Lender shall be required in connection with the exercise of such right. The foregoing terms shall be incorporated into the Multi-Party Agreement. IN WITNESS WHEREOF, City, Building Corp., EDC, RDC, and Developer have executed this First Amendment to Project Agreement as of the day and year first written above.

Work Stop. Subject to the terms and conditions of Section 22, and after construction has begun, if (i) the Project Phase Work is not completed (as determined in accordance with Section 12(c)) within twenty-four thirty (2430) months after the Commencement Date with respect to the Culinary Accelerator Building and within thirty-six (36) months after the Commencement Date for the remainder of the ProjectClosing Date; or (ii) all construction work of a material nature ceases with respect to the Project Phase Work for a period of at least one hundred twenty sixty (12060) consecutive days or for more than a total of one hundred fifty ninety (15090) days during any two one hundred forty eighty (240180) day period, then, at any time until construction work of a material nature resumes and is continuing, City may elect, in addition to any other legal and equitable remedies available to City, to (i) unilaterally terminate this Agreement and all Ancillary Agreements Agreements; (ii) re-enter the Project Site and notify Developer that no additional Bond Proceeds will be disbursedexercise its Power of Termination and cause title to the Mixed-Use Condominium Units to vest in CDC; and (iii) terminate the Ancillary Documents, including, without limitation, the Garage Lease and Developer’s leasehold estate in the Garage and the Garage Condominium Unit pursuant to the Garage Lease; in each case, without any liability or obligation to Developer or Project Lender. Subject to the foregoing, the Power of Termination and foregoing rights shall be deemed exercised upon delivery to (A) Developer of written notice (1) at any time after the expiration of the 24th month or the 36th month in the case of clause (i) of the preceding sentence (but prior to Substantial Completion of the Project Phase WorkProject); or (2) prior to material resumption of the construction work in the case of clause (ii) of the preceding sentence; and (B) Project Lender of the Divestiture Payment. Such notice together with evidence of remittance of the Divestiture Payment to Project Lender may be recorded by CDC contemporaneously with, or at any time after, its delivery of such notice and payment to Developer and Project Lender. Upon delivery of such notice, Developer shall surrender possession of the Mixed-Use Condominium Units and the Garage to CDC and title to, and all estates of Developer in, the Garage Lease shall terminate, and the Mixed-Use Condominium Units and Developer’s leasehold estate in the Garage Condominium Unit and the Garage shall automatically, and without further action, vest in CDC Any such vesting of shall be free and clear of the Project Loan and any and all encumbrances, liens, mortgages, easements, agreements, and other matters of record other than existing immediately prior to CDC’s delivery of the Public Land Deed to Developer, and Project Lender shall immediately execute releases of any mortgages, assignments of leases and rents, and any other instruments encumbering the Mixed-Use Condominium Units whether or not such instruments are deemed released and/or extinguished by operation of law. No delay or failure by City Bodies to enforce any of the covenants, conditions, reservations and rights contained in this Section 17(b), or to invoke any available remedy with respect to an Event of Default by Developer shall under any circumstances be deemed or held to be a waiver by City Bodies of the right to do so thereafter, or an estoppel of City Bodies to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. No consent from, or notice to, Project Lender or any cure right in favor of Project Lender shall be required in connection with the exercise of such right. The foregoing terms shall be incorporated into the Garage Lease, the Multi-Party Agreement. IN WITNESS WHEREOF, City, Building Corp., EDC, RDCthe Garage Condominium Unit Deed, and Developer have executed this First Amendment the Public Land Deed. Further, such terms shall encumber the entire Mixed-Use Condominium Units notwithstanding whether such language has been incorporated into each individual deed for parcels comprising the Mixed-Use Condominium Units prior to Project Agreement as of the day and year first written abovePlat’s recordation.

Work Stop. Subject to the terms and conditions of Section 22, and after construction has begun, if (i) the Project Phase Work is not completed (as determined in accordance with Section 12(c)) within twenty-four (24) months after the Commencement Date with respect to the Culinary Accelerator Building and within thirty-six (36) months after the Commencement Bond Proceeds Date for the remainder of the Projectspecific Project Phase; or (ii) all construction work of a material nature ceases with respect to the Project Phase Work for a period of at least one hundred twenty (120) consecutive days or for more than a total of one hundred fifty (150) days during any two hundred forty (240) day period, then, at any time until construction work of a material nature resumes and is continuing, City may elect, in addition to any other legal and equitable remedies available to City, to unilaterally terminate this Agreement and all Ancillary Agreements and notify Developer that no additional Bond Proceeds will be disbursedto make the Reimbursement Payment, without any liability or obligation to Developer or Project Lender. Subject to the foregoing, the Power of Termination and foregoing rights shall be deemed exercised upon delivery to Developer of written notice (1) at any time after the expiration of the 24th month or the 36th month in the case of clause (i) of the preceding sentence (but prior to Substantial Completion of the Project Phase Work); or (2) prior to material resumption of the construction work in the case of clause (ii) of the preceding sentence. Such notice may be recorded by Building Corp. contemporaneously with, or at any time after, its delivery of such notice. Upon delivery of such notice, Developer shall make the Reimbursement Payment as provided in the Multi-Party Agreement and/or Funding Agreement, as applicable. No delay or failure by City Bodies to enforce any of the covenants, conditions, reservations and rights contained in this Section 17(b), or to invoke any available remedy with respect to an Event of Default by Developer shall under any circumstances be deemed or held to be a waiver by City Bodies of the right to do so thereafter, or an estoppel of City Bodies to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. No consent from, or notice to, Project Lender or any cure right in favor of Project Lender shall be required in connection with the exercise of such right. The foregoing terms shall be incorporated into the Multi-Party Agreement. IN WITNESS WHEREOF, City, Building Corp., EDC, RDC, and Developer have executed this First Amendment to Project Agreement as of the day and year first written above.

Work Stop. Subject to the terms and conditions of Section 22, and after construction has begun, if If (i) the Project Phase Work is not completed (as determined in accordance with Section 12(c)) within twenty-four twelve (2412) months after the Commencement Date with respect to the Culinary Accelerator Building and within thirty-six (36) months after the Commencement Date for the remainder of the ProjectClosing Date; or (ii) all construction work of a material nature ceases with respect to the Project Phase Work for a period of at least one hundred twenty sixty (12060) consecutive days or for more than a total of one hundred fifty ninety (15090) days during any two one hundred forty eighty (240180) day period, then, at any time until construction work of a material nature resumes and is continuing, City Town may elect, in addition to any other legal and equitable remedies available to CityTown, to unilaterally to (i) terminate this Agreement and all Ancillary Agreements Agreements; and notify Developer that no additional Bond Proceeds will be disbursed(ii) re-enter the Project Site and exercise its Power of Termination and cause title to the Office Parcel to re-vest in Building Corp.; in each case, without any liability or obligation to Developer or Project Lender. Subject to the foregoing, the The Power of Termination and foregoing rights shall be deemed exercised upon delivery to (A) Developer of written notice (1) at any time after the expiration of the 24th month or the 36th 12th month in the case of clause (i) of the preceding sentence (but prior to Substantial Completion of the Project Phase WorkProject); or (2) prior to material resumption of the construction work in the case of clause (ii) of the preceding sentence; and (B) Project Lender of the Divestiture Payment. Such notice together with evidence of remittance of the Divestiture Payment to Project Lender may be recorded by Building Corp. contemporaneously with, or at any time after, its delivery of such notice and payment to Developer and Project Lender. Upon delivery of such notice, Developer shall surrender possession of the Project Site to Building Corp. and title to the Office Parcel shall automatically, and without further action, re-vest in Building Corp. Any such re-vesting shall be free and clear of the Project Loan and any and all encumbrances, liens, mortgages, easements, agreements, and other matters of record other than existing immediately prior to Building Corp.’s delivery of the Office Parcel Deed to Developer, and Project Lender shall immediately execute releases of any mortgages, assignments of leases and rents, and any other instruments encumbering the Project Site whether or not such instruments are deemed released and/or extinguished by operation of law. No delay or failure by City any Town Bodies to enforce any of the covenants, conditions, reservations and rights contained in this Section 17(b)Agreement, or to invoke any available remedy with respect to an Event of Default by Developer shall under any circumstances be deemed or held to be a waiver by City any Town Bodies of the right to do so thereafter, or an estoppel of City any Town Bodies to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. No consent from, or notice to, Project Lender or any cure right in favor of Project Lender shall be required in connection with the exercise of such right. The foregoing terms shall be incorporated into the Multi-Party Agreement. IN WITNESS WHEREOF, City, Building Corp., EDC, RDC, Agreement and Developer have executed this First Amendment to Project Agreement as of the day and year first written aboveOffice Parcel Deed.

Work Stop. Subject to the terms and conditions of Section 22, and after construction has begun, if (i) the Project Phase Work is not completed (as determined in accordance with Section 12(c)) within twenty-four (24) months after the Commencement Date with respect to the Culinary Accelerator Building and within thirty-six (36) months after the Commencement Date for the remainder of the ProjectClosing Date; or (ii) all construction work of a material nature ceases with respect to the Project Phase Work for a period of at least one hundred twenty sixty (12060) consecutive days or for more than a total of one hundred fifty ninety (15090) days during any two one hundred forty eighty (240180) day period, then, at any time until construction work of a material nature resumes and is continuing, City may elect, in addition to any other legal and equitable remedies available to City, to (i) unilaterally terminate this Agreement and all Ancillary Agreements Agreements; (ii) re-enter the Project Site and notify Developer that no additional Bond Proceeds will be disbursedexercise its Power of Termination and cause title to the Mixed-Use Parcel to vest in Building Corp.; and (iii) terminate the Ancillary Documents, including, without limitation, the Garage Lease and Developer’s leasehold estate in the Garage and the Garage Parcel pursuant to the Garage Lease; in each case, without any liability or obligation to Developer or Project Lender. Subject to the foregoing, the Power of Termination and foregoing rights shall be deemed exercised upon delivery to (A) Developer of the Divestiture Payment, if applicable and written notice (1) at any time after the expiration of the 24th month or the 36th month in the case of clause clause (i) of the preceding sentence (but prior to Substantial Completion of the Project Phase WorkProject); or (2) prior to material resumption of the construction work in the case of clause (ii) of the preceding sentence; and (B) Project Lender of the Divestiture Payment. Such notice together with evidence of remittance of the Divestiture Payment to Project Lender may be recorded by Building Corp. contemporaneously with, or at any time after, its delivery of such notice and payment to Developer and Project Lender. Upon delivery of such notice and payment, if applicable, Developer shall surrender possession of the Mixed-Use Parcel, the Garage, and the Garage Parcel to Building Corp. and title to, and all estates of Developer in, the Garage Lease shall terminate, and the Mixed-Use Parcel and Developer’s leasehold estate in the Garage Parcel and the Garage shall automatically, and without further action, vest in Building Corp. Any such vesting of shall be free and clear of the Project Loan and any and all encumbrances, liens, mortgages, easements, agreements, and other matters of record other than existing immediately prior to Building Corp.’s delivery of the Public Land Deed to Developer, and Project Lender shall immediately execute releases of any mortgages, assignments of leases and rents, and any other instruments encumbering the Mixed-Use Parcel whether or not such instruments are deemed released and/or extinguished by operation of law. No delay or failure by City Bodies to enforce any of the covenants, conditions, reservations and rights contained in this Section 17(b), or to invoke any available remedy with respect to an Event of Default by Developer shall under any circumstances be deemed or held to be a waiver by City Bodies of the right to do so thereafter, or an estoppel of City Bodies to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. No consent from, or notice to, Project Lender or any cure right in favor of Project Lender shall be required in connection with the exercise of such right. The foregoing terms shall be incorporated into the Garage Lease, the Multi-Party Agreement. IN WITNESS WHEREOF, City, Building Corp., EDC, RDCthe Garage Parcel Deed, and Developer have executed this First Amendment the Public Land Deed. Further, such terms shall encumber the entire Mixed-Use Parcel notwithstanding whether such language has been incorproated into each individual deed for parcels comprising the Mixed-Use Parcel prior to Project Agreement as of the day and year first written abovePlat’s recordation.

Work Stop. Subject After Commencement of Construction, subject to the terms and conditions of Section 22, and after construction has begunForce Majeure, if (i) the Project Phase Work is not completed (as determined in accordance with Section 12(c)) within twenty-four (24) months after the Commencement Date with respect to the Culinary Accelerator Building and within thirty-six (36) months after the Commencement Date for the remainder of the Project; or (ii) all construction work of a material nature ceases with respect to the Project Phase Work for a period of at least one hundred twenty (120) consecutive days or for more than a total of one two hundred fifty (150200) days during any two three hundred forty sixty (240360) day period, then, at any time until construction work of a material nature resumes and is continuing, City may elect, in addition to any other legal and equitable remedies available to City, to (i) unilaterally terminate this Agreement Agreement; (ii) re-enter the Project Site and all Ancillary Agreements exercise its Power of Termination and notify Developer that no additional Bond Proceeds will be disbursedcause title to the Project Site to vest in the RDC, without any liability or obligation to Developer or Project LenderCompany. Subject to the foregoing, the Power of Termination and foregoing rights shall be deemed exercised upon delivery to Developer Company of written notice (1) at any time after the expiration of the 24th month or the 36th month in the case of clause (i) of the preceding sentence (but prior to Substantial Completion of the Project Phase Work); or (2) Notice prior to material resumption of the construction work work. Such Notice together with evidence of remittance of the Divestiture Payment to Project Lender may be recorded by the RDC contemporaneously with, or at any time after, its delivery of such Notice and payment to Project Lender. Upon delivery of such Notice and payment, if applicable, Company shall surrender possession of the Project Site to the RDC and title to the Project Site shall automatically and without further action of the parties’ vest in the case RDC; provided, however, if title to the property cannot automatically vest in the RDC, Company acknowledges and agrees that it shall execute a limited warranty deed and take all other required action under the Laws or by the Title Insurer to convey the Project Site to the RDC. Any such vesting of clause (ii) shall be free and clear of the preceding sentenceany, and all encumbrances, liens, mortgages, easements, agreements, and other matters of record other than existing immediately prior to Closing. No delay or failure by City Bodies to enforce any of the covenants, conditions, reservations and rights contained in this Section 17(b16(b), or to invoke any available remedy with respect to an Event of Default by Developer Company shall under any circumstances be deemed or held to be a waiver by City Bodies of the right to do so thereafter, or an estoppel of City Bodies to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. No consent from, or notice to, Project Lender or any cure right in favor of Project Lender shall be required in connection with the exercise of such right. The foregoing terms shall be incorporated into the Multi-Party Agreement. IN WITNESS WHEREOF, City, Building Corp., EDC, RDC, and Developer have executed this First Amendment to Project Agreement as of the day and year first written above.

Work Stop. Subject to the terms and conditions of Section 22, and after construction has begun19, if the Project is not in compliance with the Construction Schedule and either: (i) the Project Phase Work is not completed (as determined in accordance with Section 12(c)) Substantially Completed within twenty-four (24) months after the Commencement Date with respect to the Culinary Accelerator Building and within thirty-six (36) months after the Commencement Date for the remainder of the ProjectClosing Date; or (ii) all construction work of a material nature ceases with respect to the Project Phase Work for a period of at least one hundred twenty sixty (12060) consecutive days or for more than a total of one hundred fifty ninety (15090) days during any two one hundred forty eighty (240180) day period, then, at any time until construction work of a material nature resumes and is continuing, City Town may elect, in addition to any other legal and equitable remedies available to CityTown, to unilaterally (i) terminate this Agreement and all Ancillary Agreements Agreements; (ii) re-enter the Project Site and notify Developer that no additional Bond Proceeds will be disbursedexercise its Power of Termination and cause title to the Office Building Parcel and Multi-Family Parcel to re-vest in Building Corp.; and (iii) terminate the Garage Lease and Declaration; in each case, without any liability or obligation to Developer or Project Lender. Subject to the foregoing, the The Power of Termination and foregoing rights shall be deemed exercised upon delivery to (A) Developer of written notice (1) at any time after the expiration of the 24th month or the 36th month in the case of clause (i) of the preceding sentence (but prior to Substantial Completion of the Project Phase WorkProject); or (2) prior to material resumption of the construction work in the case of clause (ii) of the preceding sentence; and (B) Project Lender of the Divestiture Payment. Such notice together with evidence of remittance of the Divestiture Payment to Project Lender may be recorded by Town contemporaneously with, or at any time after, its delivery of such notice and payment to Developer and Project Lender. Upon delivery of such notice, Developer shall surrender possession of the Project Site to Building Corp. and title to, and all estates in, the Garage Lease, the Office Building Parcel and Multi-Family Parcel shall terminate and the Office Building Parcel and Multi-Family Parcel shall automatically, and without further action, re-vest in Building Corp. Any such re-vesting shall be free and clear of the Project Loan and any and all encumbrances, liens, easements, agreements, and other matters of record other then existing upon Building Corp.'s delivery of the Office Building Parcel Deed and Multi-Family Parcel Deed, and Project Lender shall immediately execute releases of any mortgages, assignments of leases and rents, and any other instruments encumbering the Office Building Parcel and Multi-Family Parcel whether or not such instruments are released and extinguished by operation of law. No delay or failure by City Bodies Town to enforce any of the covenants, conditions, reservations and rights contained in this Section 17(b)Agreement, or to invoke any available remedy with respect to an Event of Default by Developer shall under any circumstances be deemed or held to be a waiver by City Bodies Town of the right to do so thereafter, or an estoppel of City Bodies Town to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. No consent from, or notice to, Project Lender or any cure right in favor of Project Lender shall be required in connection with the exercise of such right. The foregoing terms shall be incorporated into the Multi-Party Agreement. IN WITNESS WHEREOF, Citythe Declaration, the Multi-Family Parcel Deed and the Office Building Corp., EDC, RDC, and Developer have executed this First Amendment to Project Agreement as of the day and year first written aboveParcel Deed.

Work Stop. Subject After Commencement of Construction, subject to the terms and conditions of Section 22, and after construction has begunForce Majeure, if (i) the Project Phase Work is not completed (as determined in accordance with Section 12(c)) within twenty-four (24) months after the Commencement Date with respect to the Culinary Accelerator Building and within thirty-six (36) months after the Commencement Date for the remainder of the Project; or (ii) all construction work of a material nature ceases with respect to the Project Phase Work for a period of at least one hundred twenty (120) consecutive days or for more than a total of one two hundred fifty (150200) days during any two three hundred forty sixty (240360) day period, then, at any time until construction work of a material nature resumes and is continuing, City may elect, in addition to any other legal and equitable remedies available to City, to (i) unilaterally terminate this Agreement Agreement; (ii) re-enter the Site and all Ancillary Agreements exercise its Power of Termination and notify Developer that no additional Bond Proceeds will be disbursedcause title to the Site to vest in RDC, without any liability or obligation to Developer or Project LenderCompany. Subject to the foregoing, the Power of Termination and foregoing rights shall be deemed exercised upon delivery to Developer Company of written notice (1) at any time after the expiration of the 24th month or the 36th month in the case of clause (i) of the preceding sentence (but prior to Substantial Completion of the Project Phase Work); or (2) Notice prior to material resumption of the construction work work. Such Notice together with evidence of remittance of the Divestiture Payment to Company may be recorded by RDC contemporaneously with, or at any time after, its delivery of such Notice and payment to Company. Upon delivery of such Notice and payment, if applicable, Company shall surrender possession of the Site to RDC and title to the Site shall automatically and without further action of the parties’ vest in RDC; provided, however, if title to the property cannot automatically vest in the case RDC, Company acknowledges and agrees that it shall execute a limited warranty deed and take all other required action under the Laws or by the Title Insurer to convey the Site to the RDC. Any such vesting of clause (ii) shall be free and clear of the preceding sentenceany, and any and all encumbrances, liens, mortgages, easements, agreements, and other matters of record other than existing immediately prior to Closing. No delay or failure by City Bodies to enforce any of the covenants, conditions, reservations and rights contained in this Section 17(b13(b), or to invoke any available remedy with respect to an Event of Default by Developer Company shall under any circumstances be deemed or held to be a waiver by City Bodies of the right to do so thereafter, or an estoppel of City Bodies to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. No consent from, or notice to, Project Lender or any cure right in favor of Project Lender shall be required in connection with the exercise of such right. The foregoing terms shall be incorporated into the Multi-Party Agreement. IN WITNESS WHEREOF, City, Building Corp., EDC, RDC, and Developer have executed this First Amendment to Project Agreement as of the day and year first written above.

Work Stop. Subject to the terms and conditions of Section 22, and after After construction has begun, if (i) the Project Phase Work is has not completed (as determined in accordance with Section 12(c)) reached Substantial Completion within twenty-four (24) months after the Commencement Date with respect to the Culinary Accelerator Building and within thirty-six (36) months after the Commencement Date for the remainder of the ProjectClosing Date; or (ii) all construction work of a material nature ceases with respect to the Project Phase Work for a period of at least one hundred twenty sixty (12060) consecutive days or for more than a total of one hundred fifty ninety (15090) days during any two one hundred forty eighty (240180) day period, subject to extension in each event for Force Majeure and delays resulting from a breach or failure of the City or RDC to perform hereunder, then, at any time until construction work of a material nature resumes and is continuing, City and RDC may elect, in addition to any other legal and equitable remedies available to CityCity or RDC, to (i) unilaterally terminate this Agreement and all Ancillary Agreements; (ii) re-enter the Office Site and exercise its Power of Termination and cause title to the Office Site to re-vest in the RDC; and (iii) terminate the Ancillary Agreements and notify Developer that no additional Bond Proceeds will be disbursed, without any liability or obligation to Developer or Project Lender, except otherwise may be set forth in this Agreement or the Multi-Party Agreement. Subject to the foregoing, the Power of Termination and foregoing rights shall be deemed exercised upon delivery to (A) Developer of the Divestiture Payment, if applicable and written notice (1) at any time after the expiration of the 24th month or the 36th month in the case of clause (i) of the preceding sentence (but prior to Substantial Completion of the Project Phase WorkProject); or (2) prior to material resumption of the construction work in the case of clause (ii) of the preceding sentence; and (B) Project Lender of the Divestiture Payment. Such notice together with evidence of remittance of the Divestiture Payment to Project Lender may be recorded by RDC contemporaneously with, or at any time after, its delivery of such notice and payment to Developer and Project Lender. Upon delivery of such notice and payment, if applicable, Developer shall surrender possession of the Office Site to RDC, and title to the Office Site shall automatically, and without further action, vest in the RDC. Any such vesting of shall be free and clear of the Project Loan and any and all encumbrances, liens, mortgages, easements, agreements, and other matters of record other than (i) those to which title was subject upon RDC's delivery of the Office Site Deed to Developer, including Permitted Exceptions and the Declaration, and (ii) those easements and agreements for utilities, drainage, sewer and other development related matters obtained after Closing for the benefit of the Office Site in order to facilitate the Project, and Project Lender shall immediately execute releases of any mortgages, assignments of leases and rents, and any other instruments encumbering the Office Site whether or not such instruments are deemed released and/or extinguished by operation of law, subject to the terms of the Multi-Party Agreement. No delay or failure by City Bodies and RDC to enforce any of the covenants, conditions, reservations and rights contained in this Section 17(b)17.02, or to invoke any available remedy with respect to an Event of Default by Developer shall under any circumstances be deemed or held to be a waiver by City Bodies or the RDC of the right to do so thereafter, or an estoppel of City Bodies or RDC to assert any right available to it upon the occurrence, recurrence of continuation of any violation or violations hereunder. No consent from, or notice to, Project Lender or any cure right in favor of Project Lender shall be required in connection with the exercise of such right. The foregoing terms shall be incorporated into the Multi-Party Agreement. IN WITNESS WHEREOF, City, Building Corp., EDC, RDC, and Developer have executed this First Amendment to Project Agreement as of the day and year first written aboveOffice Site Deed.