Agmt 2006 Mercy Housing California XXXIII

Home

preclude any other or further exercise thereof or the exercise of any other right, power, or remedy hereunder. No modification or waiver of any provision of this Agreement, nor any consent to any departure by Borrower therefrom, shall in any event be effective unless the same shall be in writing, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. No notice to or demand on the Borrower in any case shall entitle the Borrower to any other or further notice or demand in similar or other circumstances. No amendment to or modification of this Agreement shall be effective unless and until such amendment or modification is in writing, properly approved in accordance with applicable procedures, and executed by the Parties. 5.5 Further Assurances. The Parties shall execute, acknowledge and deliver to the other such other documents and instruments, and take such other actions, as either shall reasonably request as may be necessary to carry out the intent of this Agreement. 5.6 Parties Not Co-Venturers. Nothing in this Agreement is intended to or shall establish the Parties as partners, co-venturers, or principal and agent with one another. 5.7 Action by the Aqency. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, consent or request by the Agency is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by the Executive Director or by any person who shall have been designated by the Executive Director, without further approval by the Agency's governing board unless the Executive Director determines in his or her discretion that such action requires such approval. 5.8 Non-Liability of Aqency and Aqency Officials, Employees and Aqents. No member, official, employee or agent of the Agency shall be personally liable to Borrower, or any successor in interest, in the event of any default or breach by the Agency, or for any amount of money which may become due to Borrower or its successor or for any obligation of Agency under this Agreement. 5.9 No Third Party Beneficiaries. There shall be no third party beneficiaries to this Agreement. 5.10 Captions; Construction. The headings of the sections and paragraphs of this Agreement have been inserted for convenience only and shall not be used to construe this Agreement. The language of this Agreement shall be construed as a whole according to its fair meaning and not strictly for or against any Party. Time is of the essence in the performance of this Agreement. 5.11 Governinq Law; Venue. This Agreement, the Predevelopment Note and the Assignment Agreement shall be construed and enforced in accordance with the laws of the State of California without regard to principles of conflicts of law. The Parties consent to the jurisdiction of any federal or state court in the jurisdiction in which the Property is located (the "Property Jurisdiction"). Borrower agrees that any 809163-1 10