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solely upon the representations set forth herein and upon each party's own independent investigation <br />of any and all facts such party deems material. No modification of any Project Document (including <br />waivers of rights and conditions) shall be effective unless in writing and signed by the party against <br />whom enforcement of such modification is sought, and then only in the specific instance and for the <br />specific purpose given. <br />2107. Governing Law. All of the Loan Documents shall be governed by, and construed <br />and enforced in accordance with, the laws of the State of California and Federal law, whichever is <br />more stringent. Developer irrevocably and unconditionally submits to the jurisdiction of the Superior <br />Court of the State of California for the County of Orange or the United States District Court of the <br />Central District of California, as Agency/City may deem appropriate, in connection with any legal <br />action or proceeding arising out of or relating to this Agreement or the Loan Documents. Assuming <br />proper service of process, Developer also waives any objection regarding personal or in rem <br />jurisdiction or venue. <br />2108. Severability of Provisions. No provision of any Loan Document that is held to be <br />unenforceable or invalid shall affect the remaining provisions, and to this end all provisions of the <br />Loan Documents are hereby declared to be severable. <br />2109. Headings. Article and section headings are included in the Loan Documents for <br />convenience of reference only and shall not be used in construing the Loan Documents. <br />2110. Conflicts. In the event of any conflict between the provisions of this Agreement and <br />those of any other Loan Document, this Agreement, unless otherwise expressly provided, shall <br />prevail; provided however that, with respect to any matter addressed in both such documents, the fact <br />that one document provides for greater, lesser or different rights or obligations than the other shall <br />not be deemed a conflict unless the applicable provisions are inconsistent and could not be <br />simultaneously enforced or performed. <br />2111. Conflict of Interest. No member, official or employee of the Agency or City shall <br />have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official <br />or employee participate in any decision relating to the Agreement which affects his/her personal <br />interests or the interests of any corporation, partnership or association in which he/she is directly or <br />indirectly interested. <br />2112. Warranty Against Payment of Consideration. Developer warrants that it has not <br />paid or given, and will not pay or give, any third person any money or other consideration for <br />obtaining this Agreement. <br />2113. Nonliability of Agency/City Officials and Employees. No member, official or <br />employee of Agency/City shall be personally liable to Developer, or any successor in interest, in the <br />event of any default or breach by Agency/City or for any amount which may become, due to <br />Developer or successor, or on any obligation under the terms of this Agreement. <br />2114. Relationship Among Agency, City and Developer. It is hereby acknowledged that <br />the relationship among the Agency, City and the Developer is not that of a partnership or joint <br />venture and that the Agency, City and Developer shall not be deemed or construed for any purpose to <br />be the agent of the other. Accordingly, except as expressly provided herein or in the Attachments <br />61 <br />25F-67