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of Orange, State of California, or in the Federal District Court in the Central District of California, Southern Division. 8. ENCUMBRANCES AND RELEASES ON PROPERTY. 8.1 Discretion to Encumber. This Agreement shall not prevent or limit Owner, in any manner, at Owner's sole discretion, from encumbering the Property or any portion of the Property or any improvement on the Property by any mortgage, deed of trust, or other security device (or any number of them) securing financing with respect to the Property or its improvement (any such encumbrance, a "Mortgage"). 8.2' Entitlement to Written Notice of Default. The mortgagee of a mortgage or beneficiary of a deed of trust encumbering the Property or any part thereof and their successors and assigns ("Mortgagee") shall, upon written request to the City, be entitled to receive from the City written notification of any Owner Event of Default. 8.3 Performance of Covenants. The Mortgagee shall have the right, but no obligation, to perform any term, covenant or condition and to remedy any Owner Event of Default hereunder within the time periods specified herein, and the City shall accept such performance with the same force and effect as if furnished by the Owner; provided, however, that said Mortgagee shall not thereby or hereby be subrogated to the rights ofthe City. 8.4 Default by the Owner. In the event of an Owner Event of Default that has not been cured by the Owner or as to which there is no cure period hereunder, the City agrees not to terminate this Agreement (1) unless and until the City provides written notice of such default to any Mortgagee and such Mortgagee shall have failed to cure such Owner Event of Default within ninety business days after the later of delivery of such notice or expiration of any applicable Owner cure period, and (2) as long as: (a) In the case of an Owner Event of Default that cannot practicably be cured by the Mortgagee without taking possession ofthe Property (which defaults shall not include defaults "not susceptible of being cured" as defined below), (x) the Mortgagee has delivered to the City, prior to the date on which the City shall be entitled to give notice of termination, a written instrument wherein the Mortgagee unconditionally agrees that (subject to such delays as may be incident to obtaining a relief from stay in the case of a bankruptcy/dissolution event) it will commence and diligently pursue cure of such Owner Event of Default promptly following its obtaining possession and; (y) said Mortgagee shall proceed diligently to obtain possession of the Property (including possession by receiver) (subject to such delays as may be incident to obtaining a relief from stay in the case of a bankruptcy/dissolution event) and, upon obtaining such possession, shall proceed diligently to cure such Owner Event of Default; and (b) In the case of an Owner Event of Default that is not susceptible to being cured by the Mortgagee, the Mortgagee shall institute foreclosure proceedings and diligently prosecute the same to completion (subject to such delays as may be incident to obtaining a relief from stay in the case of a bankruptcy/dissolution event) (unless in the meantime it shall acquire the Owner's right, title and interest hereunder, either in its own name or through a 16 11 A-33