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be construed as modilyurg or govcming the la gunge in the section rcl'crrcd to. C. Approvals. Wliercvcr in this Agreement any consent or approval is required, the same shall not be unreasonably withheld. d. Jurisdiction; Venue. This Agreement is matte in the State of Calilbruia, under the Constitution and laws of such State aid is to be so construed; any actiou to enforce or interpret its terms slral be brought iu Sacramento County, California. C. Integration. This A4i- cenucut is the complete and exclusive statement of the agreement anoug tike parties hereto, and IL superscdcs .utd merges all prior proposals, understandings, and other agreemcuts, whether oral, written, or implied in conduct, betweeu and among the parties relating to the subjccL matter of this Agreement. E Successors; Assignment This Agrccmcut shall be binding upon and shall inure to tic benefit or the successors of the parties hereto. Except to the extent expressly provided herein, no Member may assign any right or obligation Ircreuuder without the consent of tirc Board. g. Severability. Should any part, term or provision of this Agreement be decided by the courts to be illcgal or in conflict with any law of the State of California, or otherwise be rendered uuenforccablc or iuelkctual, the validity of the remaining parts, terms or provisions hereof slkall not be affected thereby. The parties lrcreto have causcd this Agreement to be executed aid attested by their properly authorized ollicers. AS AIXH'TED BY THE hIEbIBERS: Originally datCd,jLly 1, 1993 Amended and restated December 10, 1998 Amended and restated February 18, 1999 Amended and restated September 18, 2002 Amended and restated January 28, `1004 Amended akd restated Deccurber 10, 2014 ISIGPoA77,rRES ON F01I,OI UNG ]M GIN 55E -23