SANTA ANA EMPOWERMENT CORPORATION (2) - 2007

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E. In the event this Agreement is terminated as set forth in subparagraphs XILA. through XI1.D., inclusive, SUBRECIPIENT agrees to immediately return to SAEC upon SAEC's demand and prior to any adjudication of SUB RECIPIENT's rights, any and all funds not used, and to comply with paragraph "XL REVERSION OF ASSETS" ofthis Agreement. XIII. LIMITATION OF FUNDS The United States of America, through HUD, may in the future place programmatic or fiscal limitations on the use of FEZ funds which limitations are not presently anticipated. Accordingly, SAEC reserves the right to revise this Agreement in order to take account of actions affecting HUD program funding. In the event of funding reduction, SAEC may, in its sole and absolute discretion, reduce the budget of this Agreement as a whole or as to costs category, may limit the rate of SUB RECIPIENT's authority to commit and spend funds, or may restrict SUB RECIPIENT's use of both its uncommitted and its unspent funds. Where HUD has directed or requested SAEC to implement a reduction in funding, in whole or as to a cost category, with respect to funding for this Agreement, SAEC's Executive Director or delegate is authorized to act for SAEC in implementing and effecting such a reduction and in revising, modifying, or amending the Agreement for such purposes. Where SAEC has reasonable grounds to question SUBRECIPIENT's fiscal accountability, financial soundness, or compliance with this Agreement, SAEC may suspend the operation of this Agreement for up to sixty (60) days upon five (5) days written notice to SUBRECIPIENT of its intention to so act, pending an audit or other resolution of such questions. In no event, however, shall any revisions made by SAEC affect expenditures and legally binding commitments made by SUB RECIPIENT before it received notice of such revision, provided that such amounts have been committed in good faith and are otherwise allowable and that such commitments are consistent with HUD cash withdrawal guidelines. XIV. EXCLUSIVITY AND AMENDMENT OF AGREEMENT This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the use of SAEC's FEZ funds by SUB RECIPIENT and contains all the covenants and agreements between the parties with respect to such employment in any manner whatsoever. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement or amendment hereto shall be effective unless executed in writing and signed by both SAEC and SUB RECIPIENT. xv. LAWS GOVERNING THIS AGREEMENT This Agreement shall be governed by and construed in accordance with the laws of the State of California, and all applicable federal laws and regulations. XVI. VALIDITY The invalidity in whole or in part of any provision of this Agreement shall not void or affect the validity of any other provision ofthis Agreement.