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(d) The Authority may, at any time, by written notice to each Member, <br /> designate a different or additional person or a different address for giving notices, demands <br /> or requests to it hereunder. <br /> Section 8.02. Section Headings. All section headings in this Agreement are for <br /> convenience of reference only and are not to be construed as modifying or governing the language <br /> in the section referred to or to define or limit the scope of any provision of this Agreement. <br /> Section 8.03. Consent. Whenever in this Agreement any consent or approval is required, <br /> the same shall not be unreasonably withheld. <br /> Section 8.04. Law Governing and Venue. This Agreement is made in the State of <br /> California under the constitution and laws of the State of California, and is to be so construed. <br /> Venue shall be held exclusively in Orange County. <br /> Section 8.05. Amendments. This Agreement may be amended at any time, or from time <br /> to time, except as limited by contract with the owners of Indebtedness issued or incurred by the <br /> Authority, a Member or a Local Agency or by applicable regulations or laws of any jurisdiction <br /> having authority, by one or more supplemental agreements executed by all then current Members <br /> either as required in order to carry out any of the provisions of this Agreement or for any other <br /> purpose. <br /> Section 8.06. Enforcement by Authority. The Authority is hereby authorized to take any <br /> or all legal or equitable actions, including but not limited to injunction and specific performance, <br /> necessary or permitted by law to enforce this Agreement. <br /> Section 8.07. Severability. In the event that any term, covenant or condition of this <br /> Agreement or the application of such term, covenant or condition shall be held invalid as to any <br /> person or circumstance by any court having jurisdiction in the premises,all other terms, covenants <br /> and conditions of this Agreement and their application shall not be affected thereby, but shall <br /> remain in force and effect unless a court holds that the provisions are not separable from all other <br /> provisions of this Agreement. <br /> Section 8.08. Successors and Assigns. This Agreement shall be binding upon and shall <br /> inure to the benefit of the successors and assigns of the Members. No Member may assign any <br /> right or obligation hereunder without the written consent of the other Members. The immediately <br /> preceding sentence shall not affect, in any respect, any right of assignment under any contract <br /> between any Member and the Authority. <br /> Section 8.09. Execution of Counterparts. This Agreement may be executed in any <br /> number of counterparts. All such counterparts shall be deemed to be originals and shall together <br /> constitute but one and the same instrument. <br /> (Signature page follows) <br /> 12 <br /> 55394.00068\42104911.2 <br />