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EXHIBIT 2 <br />17.7 Governing Law. This Agreement shall be governed by, and construed and <br />enforced in accordance with, the laws of the State of California. Developer irrevocably and <br />unconditionally submits to the jurisdiction of the Superior Court of the State of California for the <br />County of Orange or the United States District Court of the Central District of California, as City <br />may deem appropriate, in connection with any legal action or proceeding arising out of or relating <br />to this Agreement. Assuming proper service of process, Developer also waives any objection <br />regarding personal or in rem jurisdiction or venue. <br />17.8 Severability of Provisions. No provision of this Agreement that is held to be <br />unenforceable or invalid shall affect the remaining provisions, and to this end all provisions of <br />this Agreement are hereby declared to be severable. <br />17.9 Headings. Article and section headings are included in this Agreement for <br />convenience of reference only and shall not be used in construing this Agreement. <br />17.10 Conflicts. In the event of any conflict between the provisions of this Agreement and <br />those of the Regulatory Agreement, this Agreement, unless otherwise expressly provided, shall <br />prevail; provided however that, with respect to any matter addressed in the other such documents, <br />the fact that one document provides for greater, lesser or different rights or obligations than the <br />others shall not be deemed a conflict unless the applicable provisions are inconsistent and could not <br />be simultaneously enforced or performed. <br />17.11 Time of the Essence. Time is of the essence under this Agreement and in the <br />performance of every term, covenant, and obligation contained herein. <br />17.12 Force Maieure. Neither Party shall be deemed to be in default where failure or <br />delay in performance of any of its obligations under this Agreement is caused by floods, <br />earthquakes, other Acts of God, fires, pandemics as declared by federal, state, or local emergency <br />resolution, wars, riots or similar hostilities, strikes and other labor difficulties beyond the Party's <br />control (including the Party's employment force), court actions (such as restraining orders or <br />injunctions), or other causes beyond the Party's control, including delays by any governmental <br />entity (although the City may not benefit from this provision for a delay that results from City's <br />failure to perform its obligations under this Agreement), or an insurance company of either party. <br />If any such events shall occur, the term of this Agreement and the time for performance by either <br />Party of any of its obligations hereunder may be extended by the written agreement of the Parties <br />for the period of time that such events prevented such performance. <br />17.13 Conflict of Interest. No member, official or employee of the City shall have any <br />direct or indirect interest in this Agreement, nor participate in any decision relating to the <br />Agreement, which is prohibited by law. <br />17.14 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 />30 <br />5 53 94.0010 1 \42414134.1 <br />