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EXHIBIT 2 <br />No waiver of any default shall affect any default other than the default expressly waived, and any <br />such waiver shall be operative only for the time and to the extent stated. No waiver of any <br />provision of this Agreement or related agreement shall be construed as a waiver of any <br />subsequent breach of the same provision. City's consent to of -approval of any act by Developer <br />requiring further consent or approval shall not be deemed to waive or render unnecessary City's <br />consent to or approval of any subsequent act. The City's acceptance of the late performance of any <br />obligation shall not constitute a waiver by City of the right to require prompt performance of all <br />further obligations; City's acceptance of any performance following the sending or filing of any <br />notice of default shall not constitute a waiver of either party's right to proceed with the exercise of <br />its remedies for -any unfulfilled obligations; and City's acceptance of any partial performance shall <br />not constitute a waiver by City of any rights. <br />16.4 Limitation of Developer Remedies. In the event that the City is liable for <br />damages to Developer, such liability shall not exceed costs incurred by the Developer in the <br />performance of this Agreement and shall not extend to compensation for loss of future income, <br />profits or assets. <br />16.5 Liabili . Developer shall have liability under this Agreement for any judgment, <br />decree or order for the payment of money obtained in any action to enforce the obligation of <br />Developer to repay the Inclusionary Grant. <br />16.6 Cure Rights. Notwithstanding anything to the contrary contained herein, City <br />hereby agrees that any cure of any default made or tendered under this Agreement by an entity on <br />behalf of Developer shall be deemed to be a cure by Developer and shall be accepted or rejected <br />on the same basis as if made or tendered by Developer. <br />17. MISCELLANEOUS <br />17.1 Obligations Unconditional and Independent. Notwithstanding the existence at <br />any time of any obligation or liability of City to Developer, or any other claim by developer against <br />City, in connection with the Inclusionary Grant or otherwise, Developer hereby waives any right it <br />might otherwise have: (a) to offset any such obligation, liability or claim against Developer's <br />obligations under this Agreement; or, (b) to claim that the existence of any such outstanding <br />obligation, liability or claim excuses the nonperformance by Developer of any of its obligations <br />under this Agreement. <br />17.2 Notices. All notices, demands, approvals and other communications provided for <br />in this Agreement shall be in writing and be delivered to the appropriate party by personal service <br />or U.S. mail at its address as follows: <br />28 <br />5 53 94.0010 1 \42414134.1 <br />