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required or permitted under this Agreement, such action shall be in writing, and such <br /> action may be given, made or taken by the Agency Executive Director or by any person <br /> who shall have been designated by the Agency Executive Director, without further <br /> approval by the governing board of the Agency. <br /> 11.7 Non - Liability of Agency and Agency Officials, Employees and Agents. No <br /> member, official, employee or agent of the Agency or the City shall be personally liable <br /> to Owner or any successor in interest, in the event of any default or breach by the <br /> Agency, or for any amount of money which may become due to Owner or its successor <br /> or for any obligation of Agency under this Agreement. <br /> 11.8 Headings; Construction. The headings of the sections and paragraphs of <br /> this Agreement are for convenience only and shall not be used to interpret this <br /> Agreement. The language of this Agreement shall be construed as a whole according <br /> to its fair meaning and not strictly for or against any Party. <br /> 11.9 Time is of the Essence. Time is of the essence in the performance of this <br /> Agreement. <br /> 11.10 Governing Law. This Agreement shall be construed in accordance with <br /> the laws of the State of California without regard to principles of conflicts of law. <br /> 11.11 Attorneys' Fees and Costs. If any legal or administrative action is <br /> brought to interpret or enforce the terms of this Agreement, the prevailing party shall be <br /> entitled to recover all reasonable attorneys' fees and costs incurred in such action. <br /> 11.12 Severability. If any provision of this Agreement is held invalid, illegal, or <br /> unenforceable by a court of competent jurisdiction, the validity, legality, and <br /> enforceability of the remaining provisions shall not be affected or impaired thereby. <br /> 11.13 Entire Agreement; Exhibits. This Agreement, together with the Loan <br /> Agreement, the Note, and the Deed of Trust contains the entire agreement of Parties <br /> with respect to the subject matter hereof, and supersedes all prior oral or written <br /> agreements between the Parties with respect thereto. Exhibits A through C, attached <br /> hereto are incorporated herein by this reference. <br /> 11.14 Counterparts. This Agreement may be executed in multiple counterparts, <br /> each of which shall be an original and all of which together shall constitute one <br /> agreement. <br /> 1582117.4 18 <br />