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 is not completed (as determined in accordance with Section 12(c)) within thirty (30) months of the Closing Date; or (ii) all construction work of a material nature ceases with respect to the Project for a period of at least sixty (60) consecutive days or for more than a total of ninety (90) days during any one hundred eighty (180) 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; (ii) re-enter the Project Site and exercise 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 in the case of clause (i) of the preceding sentence (but prior to Substantial Completion of the Project); 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. 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 Plat’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 thirty twenty-four (3024) 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 Closing DateProject; or (ii) all construction work of a material nature ceases with respect to the Project Phase Work for a period of at least sixty one hundred twenty (60120) consecutive days or for more than a total of ninety one hundred fifty (90150) days during any one two hundred eighty forty (180240) 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; (ii) re-enter the Project Site Agreements and exercise 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 casenotify 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 (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 ProjectProject Phase Work); 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, the Garage Condominium Unit DeedCity, Building Corp., EDC, RDC, and Developer have executed this First Amendment to Project Agreement as of 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 the Plat’s recordationday 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 thirty twenty-four (3024) months of after the Closing DateBond Proceeds Date for the specific 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 sixty one hundred twenty (60120) consecutive days or for more than a total of ninety one hundred fifty (90150) days during any one two hundred eighty forty (180240) 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; (ii) re-enter Agreements and notify Developer to make the Project Site and exercise 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 caseReimbursement 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 (A) Developer of written notice (1) at any time after the expiration of the 24th month in the case of clause (i) of the preceding sentence (but prior to Substantial Completion of the ProjectProject Phase Work); 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 Building Corp. contemporaneously with, or at any time after, its delivery of such notice and payment to Developer and Project Lendernotice. Upon delivery of such notice, Developer shall surrender possession of make 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 Reimbursement Payment as provided in the Garage Condominium Unit and the Garage shall automaticallyMulti-Party Agreement and/or Funding Agreement, 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 lawas 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 Garage Lease, the Multi-Party Agreement, the Garage Condominium Unit Deed, and 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 the Plat’s recordation.

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 is not completed Substantially Completed within twenty-four (as determined in accordance with Section 12(c)) within thirty (3024) months of the Closing Date; or (ii) all construction work of a material nature ceases with respect to the Project for a period of at least sixty (60) consecutive days or for more than a total of ninety (90) days during any one hundred eighty (180) 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 (i) unilaterally terminate this Agreement and all Ancillary Agreements; (ii) re-enter the Project Site and exercise its Power of Termination and cause title to the MixedOffice Building Parcel and Multi-Use Condominium Units Family Parcel to re-vest in CDCBuilding Corp.; 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 LeaseDeclaration; 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 in the case of clause (i) of the preceding sentence (but prior to Substantial Completion of the Project); 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 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 Mixed-Use Condominium Units and the Garage Project Site to CDC Building Corp. and title to, and all estates of Developer in, the Garage Lease Lease, the Office Building Parcel and Multi-Family Parcel shall terminate, terminate and the MixedOffice Building Parcel and Multi-Use Condominium Units and Developer’s leasehold estate in the Garage Condominium Unit and the Garage Family Parcel shall automatically, and without further action, re-vest in CDC 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 then existing immediately prior to CDC’s upon Building Corp.'s delivery of the Public Land Office Building Parcel Deed to Developerand 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 MixedOffice Building Parcel and Multi-Use Condominium Units Family Parcel whether or not such instruments are deemed released and/or 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 Garage Lease, the Multi-Party Agreement, the Garage Condominium Unit DeedDeclaration, the Multi-Family Parcel Deed and the Public Land Office Building Parcel 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 the Plat’s recordation.

Work Stop. Subject to the terms and conditions of Section 22, and after construction has begun, if (i) the Project is not completed (as determined in accordance with Section 12(c)) within thirty twenty-four (3024) months of the Closing Date; or (ii) all construction work of a material nature ceases with respect to the Project for a period of at least sixty (60) consecutive days or for more than a total of ninety (90) days during any one hundred eighty (180) 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; (ii) re-enter the Project Site and exercise its Power of Termination and cause title to the Mixed-Use Condominium Units Parcel to vest in CDCBuilding Corp.; 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 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 in the case of clause clause (i) of the preceding sentence (but prior to Substantial Completion of the Project); 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 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 noticenotice and payment, if applicable, Developer shall surrender possession of the Mixed-Use Condominium Units Parcel, the Garage, and the Garage Parcel to CDC Building Corp. and title to, and all estates of Developer in, the Garage Lease shall terminate, and the Mixed-Use Condominium Units Parcel and Developer’s leasehold estate in the Garage Condominium Unit Parcel and the Garage shall automatically, and without further action, vest in CDC 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 CDCBuilding 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 Condominium Units 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, the Garage Condominium Unit Parcel Deed, and the Public Land Deed. Further, such terms shall encumber the entire Mixed-Use Condominium Units Parcel notwithstanding whether such language has been incorporated incorproated into each individual deed for parcels comprising the Mixed-Use Condominium Units Parcel prior to the Plat’s recordation.

Work Stop. Subject to the terms and conditions of Section 22, and after After construction has begun, if (i) the Project is has not completed reached Substantial Completion within twenty-four (as determined in accordance with Section 12(c)) within thirty (3024) months of the Closing Date; or (ii) all construction work of a material nature ceases with respect to the Project for a period of at least sixty (60) consecutive days or for more than a total of ninety (90) days during any one hundred eighty (180) 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 Project Office Site and exercise its Power of Termination and cause title to the MixedOffice Site to re-Use Condominium Units to vest in CDCthe RDC; 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, Agreements 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 in the case of clause (i) of the preceding sentence (but prior to Substantial Completion of the Project); 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 RDC contemporaneously with, or at any time after, its delivery of such notice and payment to Developer and Project Lender. Upon delivery of such noticenotice and payment, if applicable, Developer shall surrender possession of the Mixed-Use Condominium Units and the Garage Office Site to CDC RDC, and title to, and all estates of Developer in, to the Garage Lease shall terminate, and the Mixed-Use Condominium Units and Developer’s leasehold estate in the Garage Condominium Unit and the Garage Office Site shall automatically, and without further action, vest in CDC 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 existing immediately prior (i) those to CDC’s which title was subject upon RDC's delivery of the Public Land 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 Mixed-Use Condominium Units 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 Garage Lease, the Multi-Party Agreement, the Garage Condominium Unit Office Site Deed, and 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 the Plat’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 is not completed (as determined in accordance with Section 12(c)) within thirty (30) months of the Closing Date; or (ii) all construction work of a material nature ceases with respect to the Project for a period of at least sixty one hundred twenty (60120) consecutive days or for more than a total of ninety two hundred (90200) days during any one three hundred eighty sixty (180360) 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 AgreementsAgreement; (ii) re-enter the Project Site and exercise its Power of Termination and cause title to the Mixed-Use Condominium Units Project Site 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 caseRDC, 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 (A) Developer Company of written notice (1) at any time after the expiration of the 24th month in the case of clause (i) of the preceding sentence (but prior to Substantial Completion of the Project); or (2) Notice 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 Paymentwork. Such notice Notice together with evidence of remittance of the Divestiture Payment to Project Lender may be recorded by CDC the RDC contemporaneously with, or at any time after, its delivery of such notice Notice and payment to Developer and Project Lender. Upon delivery of such noticeNotice and payment, Developer if applicable, Company shall surrender possession of the Mixed-Use Condominium Units and Project Site to the Garage to CDC RDC and title to, and all estates of Developer in, to the Garage Lease Project Site shall terminate, and the Mixed-Use Condominium Units and Developer’s leasehold estate in the Garage Condominium Unit and the Garage shall automatically, automatically and without further action, action of the parties’ vest in CDC the 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 shall be free and clear of the Project Loan and any 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 lawClosing. 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 Garage Lease, the Multi-Party Agreement, the Garage Condominium Unit Deed, and 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 the Plat’s recordation.

Work Stop. Subject to the terms and conditions of Section 22, and after construction has begun, if If (i) the Project is not completed (as determined in accordance with Section 12(c)) within thirty twelve (3012) months of the Closing Date; or (ii) all construction work of a material nature ceases with respect to the Project for a period of at least sixty (60) consecutive days or for more than a total of ninety (90) days during any one hundred eighty (180) 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 to (i) unilaterally terminate this Agreement and all Ancillary Agreements; and (ii) re-enter the Project Site and exercise its Power of Termination and cause title to the MixedOffice Parcel to re-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 LeaseBuilding 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 12th month in the case of clause (i) of the preceding sentence (but prior to Substantial Completion of the Project); 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 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 Mixed-Use Condominium Units and the Garage Project Site to CDC Building Corp. and title to, and all estates of Developer in, to the Garage Lease shall terminate, and the Mixed-Use Condominium Units and Developer’s leasehold estate in the Garage Condominium Unit and the Garage Office Parcel shall automatically, and without further action, re-vest in CDC 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 existing immediately prior to CDCBuilding Corp.’s delivery of the Public Land 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 Mixed-Use Condominium Units 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 Garage Lease, the Multi-Party Agreement, the Garage Condominium Unit Agreement and Office Parcel Deed, and 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 the Plat’s recordation.