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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 submitsao the jurisdiction of the Superior <br />Court of the State of California for the CoLmty of Orange or t1r~,C~iiited States District Court of the <br />Central District of California, as Agency/City may deem approp`iate, iu connection with any legal <br />action or proceeding arising out of or relating to this AgrcertSerit 6r,the Loan Documents. Assuming <br />proper service of ptrocess, Developer also waives <br />jurisdiction or venue. <br />2108. Severability of Provisions. <br />unenforceable or invalid shall affect the re <br />Loan Documents are hereby declared to be <br />2109. Headings. Article aril <br />convenience of reference only and shall <br />2110. Conflicts. Irt~tlie event <br />those of any other Loan bocui~ent, <br />prevail; provided hovlev~r that, vt+ith-e <br />that one document prov~dcs for grew <br />not be deemed a confhct~amless ak`' <br />have any personal interest;': <br />or employee participate in <br />interests or tlt~:lttterests of <br />indirectly interesi~d,, <br />2112. W~rra~ritp . <br />paid or given, and will `it <br />obtaining this Agreement.'' <br />in <br />objecUQn;segarding personal or in rem <br />of any Loan Dpctjment that is held to be <br />ons, ,and to this ~'1~~<~ll provisions of the <br />in the Loan Documents for <br />Loan Documents, <br />of this Agreement and <br />this Agleeme~k, ttnlcss. othervvi'se expressly provided, shall <br />spect to anyrtia~ter addressed in both such documents, the fact <br />r, lesser oY :~J,f~erent right's or obligations than the other shall <br />.,, <br />e applicable;provisions are inconsistent and could not be <br />Jo member, gfficial or employee of the Agency or City shall <br />~j}•eet, in this'Agreement, nor shall any such member, official <br />~u~yelating to the Agreement which affects his/her personal <br />iti6hz parhrarship or association in which he/ehe is directly or <br />ayment of Consideratimr. Developer warrants that it has not <br />give, any third person any money or other consideration for <br />2113. Nmiliability 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 />he the agent of the other. Accordingly, except as expressly provided herein or in the Attachments <br />61 <br />