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CITY COUNCIL DRAFT <br />18. Entire Agreement; Amendments. This Note, together with the Affordable Housing Resale <br />Restrictions and the City Deed of Trust, sets forth the entire understanding between Maker and <br />the City with respect to the subject matter hereof. Any previous representations, warranties, <br />agreements, and understandings among the parties regarding the subject matter of the Affordable <br />Housing Resale Restrictions, this Note and City Deed of Trust whether written or oral, are <br />superseded by the terms of the Affordable Housing Resale Restrictions, this Note and the City <br />Deed of Trust. This Note may be modified or amended only by a written instrument duly <br />executed by City and Maker. <br />19. No City Waiver. Any waiver of any term or provision of this Note must be in writing. <br />No waiver of any breach, default or failure of condition under this Note or any other City <br />Document shall be implied from City's failure or delay in declaring a default or exercising any of <br />City's rights or remedies with respect to such breach, default or failure, or from any previous <br />waiver of any similar or unrelated breach, default or failure, nor shall acceptance by City of any <br />payment hereunder constitute a waiver of City's right to require prompt payment of any <br />remaining amounts owed. Without limiting the generality of the foregoing, City's failure or <br />delay in declaring any amount due hereunder shall not constitute a waiver of City's right to <br />declare such sum due for the same or any subsequent event that triggers Maker's payment <br />obligations hereunder. <br />20. Severability. If any provision of this Note shall be held by a court of competent <br />jurisdiction to be invalid, illegal or unenforceable, the validity, legality and enforceability of the <br />remaining provisions of this Note shall not be affected or impaired thereby. <br />21. Controlling Law and Venue. The terms of this Note shall be interpreted under the laws of <br />the State of California without regard to principles of conflicts of law. This Note was entered <br />into and is to be performed in the County of Orange, which is the exclusive venue for any action <br />or dispute arising hereunder. <br />22. Captions. All captions and headings in this Note are for the purposes of reference and <br />convenience and shall be disregarded for all other purposes, including the construction or <br />enforcement of any of the provisions of this Note. <br />23. Joint and Several. The obligations of each signatory to this Note shall be joint and <br />several. <br />24. Time of the Essence. Time is of the essence with regard to all matters contained in this <br />Note. <br />MAKER and HOMEBUYER: <br />10 <br />Exhibit C <br />Page 49 <br />5 53 94.0010 1 \43721567.2 <br />