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11. In the event the Project Sponsor does not sell or transfer the Property, fail to <br />occupy, refinance, or discontinue the Project, or if the Project Sponsor is not in material breach <br />of any other provisions of this Agreement before the end of the Term, the Project Sponsor shall <br />have no obligation to make the repayment to City upon any later sale, transfer, refinancing or <br />termination of occupancy on the Property. <br />12. Failure to exercise any right City may have or be entitled to, in the event of a <br />default hereunder, shall not constitute a waiver of such right or of any other right in the event of a <br />subsequent default. <br />13. The Project Sponsor shall defend, indemnify and hold harmless the City of Santa <br />Ana and its officers, employees, representatives and volunteers from and against any loss, <br />liability, claim, or judgment relating in any manner to the Property referred to in this Agreement. <br />The Project Sponsor shall remain fully obligated for the payment of property taxes and <br />assessments related to the Property. There shall be no reduction in taxes for Project Sponsor, nor <br />any transfer of responsibility to City to make such payments, by virtue of the Grant. <br />14. This Agreement shall be governed by the laws of the State of California. Any <br />legal action brought under this Agreement must be instituted in the Superior Court of the County <br />of Orange, State of California, or in a Federal District Court in the Central District of California. <br />15. No modification, rescission, waiver, release or amendment of any provisions of <br />this Agreement shall be made except by written agreement executed by the Project Sponsor and <br />City. <br />16. In no event shall Project Sponsor assign or transfer any portion of this Agreement <br />without the prior express written consent of City, which consent may be given or withheld in <br />City's sole discretion. No assumption of the Grant shall be permitted at any time. <br />17. This Agreement constitutes the entire understanding and agreement of the parties <br />and commemorates the agreement that was previously made between the City and Project <br />Sponsor. This Agreement integrates all of the terms and conditions mentioned herein or <br />incidental thereto, and supercedes all prior negotiations, discussions and previous agreements <br />between the City and the Project Sponsor concerning all or any part of the subject matter of this <br />Agreement. <br />27 <br />