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lack of funds or financing of Developer is not a cause beyond the control or without the fault of <br /> Developer ("Force Majeure"). For any Force Majeure delay that will cause substantial <br /> completion of the Project to be delayed more than fifteen (15) days, Developer will keep City <br /> informed about the cause and nature of such delay and the progress in achieving such substantial <br /> completion. Times of performance under this Covenant may also be extended in writing by <br /> Mayor of the City and Developer. Notwithstanding the foregoing in this Section 16.18, <br /> Developer will be deemed in default if the Force Majeure delay causes substantial completion of <br /> the Project to be delayed more than one hundred twenty (120) days unless (a)the Developer <br /> delivers a written plan to the City for the substantial completion of the Project, including a <br /> Project construction schedule; (b)the City approves such written plan, which approval will not <br /> be unreasonably withheld; and (c)Developer diligently and continuously follows the approved <br /> written plan and construction schedule. <br /> 16.19 Fair Construction; Severability. All pronouns and any variations thereof shall be <br /> deemed to refer to the masculine, feminine or neuter, singular or plural, as the context may <br /> require. The parties hereby acknowledge and agree that each was properly represented by <br /> counsel and this Covenant was negotiated and drafted at arms' length so that the judicial rule of <br /> construction to the effect that any ambiguities are to be construed against the drafting party shall <br /> be inapplicable in the interpretation of this Covenant. The provisions of this Covenant shall be <br /> construed as a whole according to their common meaning and consistent with the other <br /> provisions contained herein in order to achieve the objectives and purposes of this Covenant. If <br /> any term, provision, covenant, clause, sentence or any other portion of the terms and conditions <br /> of this Covenant or the application thereof to any person or circumstances shall apply, to any <br /> extent, become invalid or unenforceable, the remainder of this Covenant shall continue in full <br /> force and effect, unless rights and obligations of the parties have been materially altered or <br /> abridged by such invalidation or unenforceability. <br /> 16.20 Time of the Essence. In all matters under this Covenant, the parties agree that <br /> time is of the essence. <br /> 16.21 Runs with the Land. This Covenant runs with the land and is binding on <br /> Developer, and its successors and assigns. Except as expressly provided in Section 3.2, this <br /> Covenant is not extinguished or otherwise limited in any way by any foreclosure, trustee sale, <br /> deed-in-lieu of foreclosure or transfer of the Property. <br /> 16.22 Marriott Franchise Agreement. The Developer shall notify the City in writing <br /> within ten (10) days of (a)receipt by Developer of any notice of default or breach under the <br /> Marriott Franchise Agreement or(b)termination of the Marriott Franchise Agreement. <br /> [Signatures on the following page.] <br /> -23- <br /> 51083924.1 <br />