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this Agreement.Notwithstanding any other provision of this Agreement to the contrary,no Mortgagee shall have an obligation or duty under this Agreement to perform any of an Owner's obligations or other affirmative covenants of an Owner hereunder,or to guarantee such performance;provided,however,that to the extent that any covenant to be performed by an Owner is a condition precedent to the performance of a covenant by City,the performance thereof shall continue to be a condition precedent to City's performance hereunder, and further provided that any sale,transfer or assignment by any Mortgagee in possession shall be subject to the provisions of Section 2.5 of this Agreement. (a) Any Mortgagee who comes into possession of the Property, or any part thereof,pursuant to foreclosure of the mortgage or deed of trust,or deed in lieu of such foreclosure, shall take the Property as applicable,or part thereof, subject to the terms of this Agreement.Notwithstanding any other provision of this Agreement to the contrary,no Mortgagee shall have an obligation or duty under this Agreement to perform any of an Owner's obligations or other affirmative covenants of an Owner hereunder,or to guarantee such performance; provided,however,that to the extent that any covenant to be performed by an Owner is a condition precedent to the performance of a covenant by City,the performance thereof shall continue to be a condition precedent to City's performance hereunder,and further provided that any sale,transfer or assignment by any Mortgagee in possession shall be subject to the provisions of Section 2.5 of this Agreement. 9.1.6. Fee Owners' Right to Encumber Property. Fee Owners shall have the right to encumber the fee title in the Property by any mortgage, deed of trust or other security device securing financing for the fee title in the Property to the extent permitted pursuant to the terms of (and subject to all the terms and conditions set forth in)the Ground Lease, and nothing in this Agreement shall impair such right. Any Mortgagee of the fee title in the Property shall have all the benefits of a Mortgagee provided in this Agreement, including the right to receive notice of default and the right,but not obligation,to cure any default as permitted hereunder. Notwithstanding anything to the contrary in this Section 9.1,a Mortgagee of the fee title shall have no obligations under this Agreement except that upon any conveyance of fee title to such Mortgagee,the Mortgagee shall assume the express obligations of the Fee Owners under this Agreement. 10. MISCELLANEOUS PROVISIONS. 10.1. Recordation of Agreement. This Agreement and any amendment or cancellation thereof shall be recorded with the Orange County Recorder by the Clerk of the City Council against the Property within ten(10) days following Owner's receipt of the fully-executed,recordable Agreement from the City. If the parties to this Agreement or their successors in interest amend or cancel this Agreement, or if the City terminates or modifies this Agreement as provided herein for failure of the Owner to comply in good faith with the terms and conditions of this Agreement,the City Clerk shall cause notice of such action recorded with the Orange County Recorder, and in connection with any termination of this Agreement,in such form or by such recordable instrument,that will allow a reputable title company to remove the Agreement as an exception to title of the Property(a"Termination Release"). 10.2. Entire Agreement.This Agreement sets forth and contains the entire understanding and agreement of the parties, and there are no oral or written representations,understandings or ancillary covenants,undertakings or agreements that are not contained or expressly referred to herein.No testimony or evidence of any such representations,understandings or covenants shall 28