ROMAN CATHOLIC BISHOP OF ORANGE (2)

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7.3. Procedure upon Owner Default. a. Upon the occurrence of an Owner Default, City shall give Owner written notice specifying the nature of the alleged Owner Default, the manner in which the Owner Default may be satisfactorily cured, and a reasonable time in which the Owner Default may feasibly be cured (the "Cure Period"). The City shall schedule a hearing before the City Council within 20 days after the end of the Cure Period (the "Default Hearing") at which Owner may either challenge the finding of an Owner Default, demonstrate that the cure is complete, and/or demonstrate good faith effort toward cure and request reasonable additional time in which to complete the cure (which request shall not be denied by the City). b. If the City Council finds, on the basis of substantial evidence, that the Owner Default has not been and cannot be cured in a reasonable manner, City may terminate this Agreement. c. Non-performance shall not be excused because of a failure of a third person. d. An express written repudiation, refusal, or renunciation of this Agreement, signed by the Owner, shall be sufficient to terminate this Agreement without a hearing. e. Except as expressly provided within this Agreement, adoption of a law or other governmental activity making performance by Owner less profitable or more difficult does not excuse Owner's performance of its obligations under this Agreement. 7.4. Procedure Upon City Default. Upon a City Default, Owner shall have all remedies at law or in equity which are not inconsistent with this Agreement. 7.5. Limitation on Remedies. In no event shall either of the Parties be liable for monetary damages or any costs or attorney's fees resulting from any dispute, controversy, action or inaction, or any legal proceeding arising out of this Agreement. 7.6. Institution of Legal Action. In addition to any other rights or remedies, either Party may institute legal action to cure, correct, or remedy any default or breach, to specifically enforce any covenants or agreements set forth in the Agreement, or to enjoin any threatened or attempted violation of the Agreement; or to obtain any remedies consistent with the purpose of the Agreement. Legal actions shall be instituted in the Superior Court of the County 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. Owner shall have the complete and sole discretion to encumber all or any portion of the Property or any improvement on the Property by any mortgage, deed of trust, or other security device securing financing with respect to the Property or its improvement. 8.2. Entitlement to Written Notice of Default. The mortgagee of a mortgage or beneficiary of a deed of trust encumbering the all or any part of the Property, as well as their successors and assigns (collectively, "Mortgagees"), shall, upon written request to City, be entitled to receive from City written notification of any Owner Default at the same time at which Owner receives 70020313.7 9 6/24/04