AgdaPkt 2015-07-27 Joint SA and PFA

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8.A. - Page 70 (o) Termination of Permitted Encumbrance Rights. If a Lender is entitled to exercise any rights pursuant to this Section 6.5, then such entitlement shall not terminate, unless and until such time, if any, as either: (1) its Permitted Encumbrance shall have been satisfied; (2) such Lender has consented in writing to termination of its rights under this Section 6.5; or (3) after the City has complied with all requirements of this Section 6.5, the City has validly terminated this Agreement. Upon any such termination, all obligations formerly secured by Permitted Encumbrance(s) shall no longer be secured by the Site. 6.6 No Approval Required After Certificate of Completion Issued. Upon the issuance of a Certificate of Completion, City's right with respect to approval of Loans, construction financing, loan documents, lender assignments and transfers shall be of no further force or effect without the necessity of notice or further agreement. Upon the written request of Developer following the expiration of the obligations set forth in this Article 6, City agrees to confirm in writing the expiry of such special covenant and execute and deliver to Developer such documents or agreements, including quitclaim deeds, as are necessary to remove such expired special covenant from any recorded document. ARTICLE 7. EVENTS OF DEFAULT; REMEDIES; TERMINATION; ATTORNEYS' FEES. 7.1 Application of Remedies. This Article 7 shall govern the Parties' remedies for breach or failure under this Agreement. 7.2 No Fault of Parties. (a) Events of Termination. The following events constitute a basis for a party to terminate this Agreement as provided herein without the fault of the other: (i) By the party for whose benefit the conditions exists: despite the Parties' good faith efforts, the conditions as set forth in Article 2 cannot be met within the time and in the manner specified in the applicable sections of Article 2; (ii) By Developer or the City: The Developer, despite good faith efforts, is unable to obtain the Project Approvals necessary for the Project; (iii) By Developer or the City: The City, despite good faith efforts, is unable to convey the Public Access Parcels and the Sliver Parcel to the Developer due to an inability or election not to remove a disapproved title condition as specified in Developer's notice, as set forth in Section 2.3; or (iv) By Developer or the City: The Developer determines the physical condition of the Public Access Parcels or Sliver Parcel is not suitable for development in accordance with Section 2.9. (b) Notice. Upon the occurrence of an event described in Section 7.2(a), and at the election of either Party, this Agreement may be terminated by written notice to the other party, provided, that notwithstanding the foregoing, prior to the termination of this Agreement pursuant to this Section 7.2, the parties shall meet in good faith to discuss alternative approaches 82483.00019\9644366. 13 ATTY /AGR /2015.146 /HAMILTON - WINSLOW DDA REV: 07 -22 -15 VR Page 29 of 102