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18. Entire Agreement, Amendments, This Note, together with the Affordable Housing Resale Restrictions and the City Deed of Trust, sets forth the entire understanding between Maker and the City with respect to the subject matter hereof. Any previous representations, warranties, agreements, and understandings among the parties regarding the subject matter of the Affordable Housing Resale Restrictions, this Note and City Deed of Trust whether written or oral, are superseded by the terms of the Affordable Housing Resale Restrictions, this Note and the City Deed of Trust. This Note may be modified or amended only by a written instrument duly executed by City and Maker. 19. No City Waiver. Any waiver of any ten-n or provision of this Note must be in writing. No waiver of any breach, default or failure of condition under this Note or any other City Document shall be implied from City's failure or delay in declaring a default or exercising any of City's rights or remedies with respect to such breach, default or failure, or from any previous waiver of any similar or unrelated breach, default or failure, nor shall acceptance by City of any payment hereunder constitute a waiver of City's right to require prompt payment of any remaining amounts owed. Without limiting the generality of the foregoing, City's failure or delay in declaring any amount due hereunder shall not constitute a waiver of City's right to declare such sun due for the same or any subsequent event that triggers Maker's payment obligations hereunder. 20. Severability. If any provision of this Note shall be held by a court of competent jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Note shall not be affected or impaired thereby. 21. Controlling.Law and Venue. The terms of this Note shall be interpreted under the laws of the State of California without regard to principles of conflicts of law. This Note was entered into and is to be performed in the County of Orange, which is the exclusive venue for any action or dispute arising hereunder. 22. Captions. All captions and headings in this Note are for the purposes of reference and convenience and shall be disregarded for all other purposes,including the construction or enforcement of any of the provisions of this Note. 23. Joint and Several. The obligations of each signatory to this Note shall be joint and several. 24. Time of the Essence. Time is of the essence with regard to all matters contained in this Note. MAKER and HOMEBUYER: By: Page 49 Exhibit C 55394,00101\43721567.1