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jurisdiction, and the parties agree not defend against any application for provision relief on the ground that a mediation is pending. 7.8 Interim Relief. In the event that Project, or any part, is delayed as a result of any action under Section 7.5 and/or Section 7.7, Owner's obligation to pay fees under Sections 5.1.7, 5.1.8 and/or 5.1.9 shall be suspended until such action is resolved in favor of continuing the Project. 7.9 Entitlements Survive Termination. The parties acknowledge that the Entitlements survive termination of this Agreement unless and until the City takes action, within its police power authority to modify and/or revoke all or any portion of such Entitlements, or unless and until termination of the Entitlements occurs automatically, if ever. Accordingly, if this Agreement is terminated and, provided that the Entitlements are not modified or revoked in accordance with the City police power, the City shall not collect and/or impose the fees set forth in Sections 5.1.7,5.1.8 and/or 5.1.9 in connection with development pursuant to the Entitlements. 7.10 Miscellaneous. (1) City does not waive any claim of defect in performance by Owner, if on Periodic Review the City does not propose to modify or terminate this Agreement. (2) Non-performance shall not be excused because of a failure of a third person. (3) Adoption of a law or other governmental actIvIty making performance by either party unprofitable or more difficult or more expensive does not excuse the performance of the obligation by the other party. 8. MORTGAGEE PROTECTIONS 8.1 Right to OwnerlNotice/Multiple Mortgagees. Owner shall have the absolute right to encumber Owner's right, title and interest in, to and under this Agreement and the Property pursuant to one or more Mortgages. Because certain portions of the Project may be developed by one or more assignees, the Parties acknowledge and agree that different Mortgages may encumber the Property and that there may be a separate Mortgage in effect with respect to separate parcels within the Property. It is the intention of the Parties that the rights and protections granted in this Section 8 to each Mortgagee shall only apply to the parcels upon which such Mortgagee's Mortgage is a lien (each a "Mortgage Parcel"), and to the rights, privileges and obligations under this Agreement relating to such Mortgage Parcel. 8.2 Notice of Breach to Mortgagee or Deed of Trust Holders; Right to Cure. With respect to any mortgage or deed of trust granted by Owner as provided herein, whenever the City delivers any Notice or demand to Owner with respect to any Breach by Owner under this Agreement and if Owner fails to cure the Breach within the time set forth herein, the City shall deliver to each Mortgagee a copy of such notice or demand accompanied by a writing to the affect that Owner has failed to cure a Breach ("Mortgagee Notice"); provided that Owner or Mortgagee has provided City with addresses for such purpose. Each such Mortgagee shall (insofar as the rights granted by the City are concerned) have the right, at its option, within thirty (30) days after the receipt of the Mortgagee Notice, to cure or remedy or commence to cure or remedy and thereafter to pursue with due diligence the cure or remedy of any such Breach and to add the cost thereof to the 18 DOCSOC!I I I0339vl1/24579-0001 11 B-39