RDA Agmt 2011 Las Palmas Development Partners

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successor or for any obligation of Agency under this Agreement. No director, officer, employee or agent of Borrower shall be personally liable to the Agency, or any successor in interest, in the event of any default or breach by Borrower, or for any amount of money which may become due to Agency or its successor or for any obligation of Borrower under this Agreement. 5.9 No Third Party Beneficiaries. There shall be no third party beneficiaries to this Agreement. 5.10 Captions; Construction; Time is of the Essence. 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 Governing Law; Venue. This Agreement and the other Agency Documents shall be construed and enforced in accordance with the laws of the State of California without regard to principles of conflicts of law. Any action to enforce or interpret this Agreement or any other Agency Document shall be filed and heard in the Superior Court of Alameda County, California or in the Federal District Court for the Northern District of California. 5.12 Attorneys' Fees. In the event any legal action is commenced to interpret or to enforce the terms of this Agreement or to collect damages as a result of any breach thereof, the Party prevailing in any such action shall be entitled to recover against the other Party all reasonable attorneys' fees and costs incurred in such action. 5.13 Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions shall continue in full force and effect unless the rights and obligations of the Parties are materially altered or abridged by such invalidation, voiding or unenforceability. 5.14 Entire Agreement; Exhibits. This Agreement, together with the Note, the Regulatory Agreement, and the Deed of Trust contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior oral or written agreements between the Parties with respect thereto. Exhibits A through E attached hereto are incorporated herein by this reference. 5.15 Counterparts. This Agreement may be executed in multiple counterparts, each of which shall be an original and all of which together shall constitute one and the same instrument. 5.16 Agency Status. Borrower recognizes and agrees that Agency is not a commercial lending institution, but a public agency exercising its authority to protect the public health, safety and welfare. Any duties or obligations which a commercial lending institution may have to Borrower shall not apply to this transaction except as set forth 1582106.2 10 •