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acquired by,through or under a Security Financing Interest or shall have been derived immediately <br /> from any holder thereof shall not be required to give to City such written assumption until such <br /> holder or other person is in possession of the Property or entitled to possession thereof pursuant to <br /> enforcement of the Security Financing Interest. <br /> In the absence of specific written agreement by the City, no such Transfer, assignment or <br /> approval by the City shall be deemed to relieve the Developer or any other party from any <br /> obligations under this Agreement. <br /> Section 7.6 Other Transfers with City Consent. The City may, in its reasonable <br /> discretion, approve in writing other Transfers as requested by the Developer. In connection with <br /> such request, there shall be submitted to the City for review all instruments and other legal <br /> documents proposed to effect any such Transfer. If a requested Transfer is approved by the City <br /> such approval shall be indicated to the Developer in writing. Such approval shall be granted or <br /> denied by the City within thirty(30) days of receipt by the City of Developer's request for approval <br /> of a Transfer. <br /> ARTICLE 8 <br /> DEFAULT AND REMEDIES <br /> Section 8.1 General Applicability. The provisions of this Article 8 shall govern the <br /> parties'remedies for breach or failure of this Agreement. <br /> Section 8.2 No Fault of Parties. The following events constitute a basis for a party to <br /> terminate this Agreement without the fault of the other: <br /> (a) The Developer, despite good faith and diligent efforts, is unable to satisfy all <br /> of the conditions precedent to the City's obligation to convey a leasehold interest in the Property to <br /> the Developer set forth in Article 2 by not later than December 31, 2002, or such later date mutually <br /> agreed upon by the parties; or <br /> (b) The City, despite good faith and diligent efforts, is unable to convey a <br /> leasehold interest in the Property to the Developer and the Developer is otherwise entitled to such <br /> conveyance. <br /> (c) The City and the Developer, despite good faith and diligent efforts, are <br /> unable to negotiate the form of City Ground Lease and Regulatory Agreement by not later than July <br /> 31, 2002. <br /> Upon the happening of any of the above-described events, and at the election of either <br /> party, this Agreement may be terminated by written notice to the other party. After termination, <br /> neither party shall have any rights against or liability to the other under this Agreement. <br /> 144\105\105296.4 12 <br />