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. Exhibits. Exhibits attached to the Amendment replace in their entirety the corresponding Exhibit in the Agreement. [signatures on following pages] 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, the Garage Condominium Unit Deed, and the Public Land Deed. Exhibits. Exhibits attached 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 the Amendment replace in their entirety the corresponding Exhibit in the Agreement. [signatures on following pages] 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 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. Exhibits. Exhibits attached to the Amendment replace in their entirety the corresponding Exhibit in the Agreement. [signatures on following pages] 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 22Force Majeure, and after construction has begun, if (i) if the Project Phase Work is not completed within thirty (as determined in accordance with Section 12(c)) within twenty-four (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 ProjectExecution 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 to: (i) unilaterally terminate this Agreement and all Ancillary Agreements the Parking Easement; and notify Developer that no additional Bond Proceeds will be disbursed(ii) re-enter the Office Site and exercise its Power of Termination and cause title to the Office Site to re-vest in Building Corp.; in each case, without any liability or obligation to RQAW, Developer or Project Lender. Subject to the foregoing, the Power of Termination and foregoing rights shall be deemed exercised upon delivery to to: (A) Developer and RQAW of written notice notice: (1) at any time after the expiration of the 24th month or the 36th 30th 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. No delay or failure by City Bodies to enforce any ; and (B) Project Lender of the covenants, conditions, reservations and rights contained in this Section 17(b)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 invoke any available remedy with respect to an Event Developer, RQAW and Project Lender. Upon delivery of Default by such notice, Developer or RQAW, as applicable, shall under any circumstances be deemed or held to be a waiver by City Bodies surrender possession of the right Office Site, and the Parking Easement, and title to, and all estates of Developer and RQAW in the Office Site and Parking Easement shall terminate, and the Office Site and the Parking Easement shall automatically, and without further action, re-vest in Building Corp. Any such re-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 those existing immediately prior to do so thereafterBuilding Corp.’s delivery of the Office Site to Developer, or an estoppel of City Bodies to assert any right available to it upon the occurrence, recurrence of continuation and Project Lender shall immediately execute releases of any violation mortgages, assignments of leases and rents, and any other instruments encumbering the Office Site whether or violations hereundernot such instruments are deemed released and/or extinguished by operation of law. 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 Office Site Deed, the Parking Easement and the Multi-Party Agreement. Exhibits. Exhibits attached to the Amendment replace The Power of Termination described in their entirety the corresponding Exhibit this Section 6.03 shall be an exception included in the Agreement. [signatures on following pages] IN WITNESS WHEREOF, City, Building Corp., EDC, RDC, Office Site Deed and Developer have executed this First Amendment to Project Agreement as of the day and year first written aboveParking Easement.

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. Exhibits. Exhibits attached to the Amendment replace in their entirety the corresponding Exhibit in the Agreement. [signatures on following pages] 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.

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. Exhibits. Exhibits attached to , the Amendment replace in their entirety Declaration, the corresponding Exhibit in Multi-Family Parcel Deed and the Agreement. [signatures on following pages] IN WITNESS WHEREOF, City, 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.