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(b) Thereafter, unless construction work of a material nature has resumed and is continuing without interruption for prompt Substantial Completion, re -enter and take possession of the LaSalle Property and terminate and cause title to the LaSalle Property to be surrendered by Developer and revested in the Commission, provided any such revesting (or conveyance to the Commission) shall always be subject to and limited by, and shall not defeat, render invalid, or limit in any way, the lien of any mortgage on the LaSalle Property for the purpose of securing any financing obtained by the Developer to complete the Project; and shall not apply to individual parts of the LaSalle Property, if any, (or in the case of parts sold or leased, the part so conveyed) on which the construction thereon has been completed under this Agreement. 8.3 Reimbursement Obligation. If (i) the Commission determines not to exercise its right to re -enter and retake possession of the LaSalle Property as described in Section 8.2(b) upon Developer's failure to reach Substantial Completion of the Project within thirty -six (36) months following Closing, or (ii) the Developer fails to make a Private Investment of at least $7,000,000, Developer agrees, upon request of the Commission, to: (a) Repay to the City all or a portion of the tax abatement savings received through the date of such termination. (b) Repay the Commission for all or a portion of the Funding Amount expended by the Commission in furtherance of the Project. 8.4 Enforced Delay in Performance for Causes Beyond Control of Party; Extension of Time of Performance. Notwithstanding anything to the contrary contained in this Agreement, none of the Parties shall be deemed to be in default where delays in performance or failures to perform are due to, and a necessary outcome of, war, insurrection, strikes or other labor disturbances, walk -outs, riots, floods, earthquakes, fires, casualties, acts of God, acts of terrorism, restrictions imposed or mandated by governmental entities, enactment of conflicting state or federal laws or regulations, new or supplemental environments regulations, contract defaults by third parties, or similar basis for excused performance which is not within the reasonable control of the Party to be excused (each, an event of "Force Majeure"). Upon the request of any of the Parties, an extension of time for such cause will be granted in writing for a period necessitated by the event of Force Majeure, or longer as may be mutually agreed upon by all the Parties. SECTION 9. NO AGENCY, JOINT VENTURE OR PARTNERSHIP; CONFLICT OF INTEREST, INDEMNITY. 9.1 No Agency, Joint Venture or Partnership. It is specifically understood and agreed to by and between the Parties that: (a) The Project is a private development; (b) Neither the Commission nor Developer have any interest or responsibilities for, or due to, third parties concerning any improvements until such time, -13- dms.us.52637413.08