ROMAN CATHOLIC BISHOP OF ORANGE (2)

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such notice. Additionally, Mortgagees requesting notification shall be given notice of any failure to cure an Owner Default and any action by the City to terminate this Agreement for any reason. Mortgagees shall have the right to cure any Owner Default prior to the actual termination of this Agreement by City. 8.3. Mortgagee Protection. This Agreement shall neither limit nor interfere with the liens of Mortgagees who have acted in good faith and for value. 8.4. Releases. Upon written request of Owner at any time or times, City shall execute and deliver to Owner appropriate release(s) of further obligations under this Agreement. These releases may be for some or all of the Property, but are required only if, with respect to the portion of the Property for which the release is requested, (1) there is not an uncured Owner Default and (2) all Processing Fees due and payable at the time of the requested release have been paid to the City. The releases shall be acceptable to the Orange County Recorder in form and substance. 9. MISCELLANEOUS PROVISIONS. 9.1. Interest of Owner. Owner represents that it has an equitable and legal interest in the Property. Owner further represents that it has approved this Agreement and the person signing this Agreement is authorized to do so. 9.2. Rules of Construction. The singular includes the plural; the masculine gender includes the feminine; "shall" is mandatory; "may" is permissive. 9.3. Entire Agreement, Waivers and Amendments. This Agreement constitutes the entire understanding and agreement of the Parties with respect to the matters set forth in this Agreement. This Agreement supersedes all negotiation or previous agreements between the Parties regarding the subject matter of this Agreement. Any waiver of any provision of this Agreement must be in writing and signed by the appropriate authorities of City or of Owner. All amendments to this Agreement must be in writing signed by the appropriate authorities of City and Owner, in a form suitable for recording in the Official Records of Orange County, California. The City shall have the ministerial obligation to record a copy of this Agreement in the Official Records of Orange County, California, within ten (10) days after the Effective Date. When performance of this Agreement has been completed by both Parties, or the Agreement has been terminated in the manner provided within the Agreement, the Parties shall sign a Certificate of Completion acknowledging such occurrence and record it in the Official Records of Orange County, California. 9.4. Project as a Private Undertaking. The Parties acknowledge that: (a) the Project is a private development for purposes of Government Code Section 65864 et seq.; (b) City has no interest in or responsibilities for or duty to third parties concerning any improvements to the Property or in connection with the Project; and (c) Owner shall have the full power and exclusive control of the Property subject to the obligations of Owner set forth in this Agreement. 9.5. Incorporation of Recitals. The Recitals set forth in Section 1 of this Agreement are part of this Agreement. 70020313.7 6/24/04 10