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<br />EXHIBIT 3 <br />and for the specific purpose given. Notwithstanding the foregoing, that certain Density <br />Bonus Agreement approved by City and recorded against the Property on June 29, 2022, <br />as Instrument No. 2022000231667 shall remain an encumbrance on the Property subject to <br />the provisions of the City Affordability Restrictions on Transfer of Property. <br />21.7. Governing Law. All of the Loan Documents shall be governed by, and <br />construed and enforced in accordance with, the laws of the State of California and Federal <br />law, whichever is more stringent. Developer irrevocably and unconditionally submits to <br />the jurisdiction of the Superior Court of the State of California for the County of Orange <br />or the United States District Court of the Central District of California, as City may <br />reasonably deem appropriate, in connection with any legal action or proceeding arising out <br />of or relating to this Agreement or the Loan Documents. Assuming proper service of <br />process, Developer also waives any objection regarding personal or in rem jurisdiction or <br />venue. <br />21.8. Severability of Provisions. No provision of any Loan Document that is <br />held to be unenforceable or invalid shall affect the remaining provisions, and to this end all <br />provisions of the Loan Documents are hereby declared to be severable. <br />21.9. Headings. Article and section headings are included in the Loan <br />Documents for convenience of reference only and shall not be used in construing the Loan <br />Documents. <br />21.10. Conflicts. In the event of any conflict between the provisions of this <br />Agreement and those of any other Loan Document, this Agreement, unless otherwise <br />expressly provided, shall prevail; provided however that, with respect to any matter <br />addressed in both such documents, the fact that one document provides for greater, lesser <br />or different rights or obligations than the other shall not be deemed a conflict unless the <br />applicable provisions are inconsistent and could not be simultaneously enforced or <br />performed. <br />21.11. Time of the Essence. Time is of the essence under this Agreement and in <br />the performance of every term, covenant, and obligation contained herein. <br />21.12. Conflict of Interest. No member, official or employee of the City shall <br />have any direct or indirect interest in this Agreement, nor participate in any decision <br />relating to the Agreement that is prohibited by law. <br />21.13. Warranty Against Payment of Consideration. Developer warrants that <br />it has not paid or given, and will not pay or give, any third person any money or other <br />consideration for obtaining this Agreement. <br />21.14. Reserved. <br />21.15. Plans and Data. As additional collateral for the City/HOME-ARP Loan, <br />Developer hereby grants to the City a security interest in all plans and data concerning the <br />Property, subject to the rights of any Senior Lender. Such right of City shall be subject to <br />any right of the preparer of the plans to their use. <br />55 <br />WISEPlace Permanent Supportive Housing <br />City HOME-ARP Loan Agreement