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exclusive remedies for the matters described in this subsection. Upon such termination, and except for those provisions which are specifically intended to survive any termination of this Agreement, the parties shall have no farther obligations to or rights against each other. Notwithstanding the foregoing, in the event that Developer terminates the Agreement pursuant to this Section 5.6 after the completion of the Feasibility Period, except for terminations based upon any default by City, the City shall retain the Deposit as liquidated damages as provided in Section 5.7 of this Agreement. 5.6 Termination by the City Prior to Qqaylyange. In the event that prior to conveyance of fee interest in the City Property to the Developer: 5.6.1 The Developer transfers or assigns this Agreement or any rights herein in violation of this Agreement; or 5.6.2 There is a change in the ownership or identity of the Developer or the parties in control of the Developer in violation of the provisions of this Agreement; or 5.6.3 The Developer does not submit the evidence required under Section 3.16 that it has the necessary commitment letters for financing for development of the City Property in the manner and by the date provided in this Agreement and such failure is not cured within thirty (3 0) days after written notice from City or, if such failure cannot be reasonably cured within such thirty (30) day period, the Developer is not diligently acting to cure such failure in a timely manner; or 5.6.4 The Developer does not submit the Deposit within the time provided herein; or 5.6.5 The Developer does not satisfy all its conditions precedent to Close of Escrow pursuant to this Agreement prior to the date set forth for Close of Escrow herein and such failure is not cured within fifteen (15) days after written demand by the City or, if such failure cannot be reasonably cured within such fifteen (15) day period, the Developer is not diligently acting to cure such failure in a timely manner, or 5.6.6 The Developer has failed to satisfy all of the conditions to Close of Escrow set forth herein prior to the Outside Date, 5.6�7 The Developer is in breach or default with respect to any other material obligation of the Developer under this Agreement prior to Close of Escrow; and if any default or failure referred to above shall not be cured within thirty (30) days after the date of written demand by the City or, if such default cannot be reasonably cured within such thirty (30) day period, the Developer is not reasonably acting to cure such default in a timely manner; then this Agreement, and any rights of the Developer or any assignee or transferee in this Agreement pertaining thereto or arising therefrom with respect to the City, may, at the option of the City, be terminated by the City by written notice thereof to the Developer, and provided such termination occurs after the end of the Feasibility Period, the City shall retain the Deposit as liquidated damages, and such liquidated darnages and termination of this Agreement shall constitute the City's sole and exclusive remedies for the matters described in this subsection. Upon such termination, and 5 53 94.00000\29008220.1 65D-32