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Principal Forgiveness Funds. The City shall promptly notify the TWDB of any material <br />change in the activities, prospects or conditions of the City relating to the Project, or its <br />ability to observe and perform its duties, covenants, obligations and agreements under this <br />Principal Forgiveness Agreement. <br />7.05. FORCE MAJEURE. Unless otherwise provided, neither the City nor the TWDB nor <br />any agency of the State shall be liable to the other for any delay in or failure of performance <br />of a requirement contained in this Agreement caused by Force Majeure. The existence of <br />such causes of delay or failure shall extend the period of performance until after the causes <br />of delay or failure have been removed provided the non-performing Party exercises all <br />reasonable due diligence to perform. Each Party must inform the other in writing with <br />proof of receipt within five (5) business days of the existence of such Force Majeure or <br />otherwise waive this right as a defense. <br />7.06. NON -ASSIGNABILITY. The terms and conditions of the financial assistance <br />provided by this Agreement may not be assigned, transferred, or subcontracted in any <br />manner without the express written consent of the TWDB. <br />7.07. ENTIRE AGREEMENT AND AMENDMENT. This Agreement, which incorporates all <br />attached Exhibits, constitutes the entire agreement between the Parties. This Agreement <br />may be amended only in writing signed by the Parties. The changes allowed under Section <br />4.01 do not require an amendment to this Agreement unless a change to the Project <br />Schedule, EXHIBIT E or the Project Budget, EXHIBIT F, results in a different project <br />completion date or total budget amount. <br />7.08. NO WAIVER. The failure of any Party to insist upon the strict performance of any of <br />the terms, provisions, or conditions of this Agreement shall not be construed as a waiver or <br />relinquishment for the future of the strict performance of any such term, provision, or <br />condition or any other term, provision, or condition. <br />7.09. NO DEBT CREATED. Each Party agrees and understands that, by this Agreement, <br />the State, acting through the TWDB, is not lending its credit or in any manner creating a <br />debt on behalf of the State. To the extent that the City is not securing the Obligations with <br />ad valorem taxes, each Party agrees and understands that, pursuant to this Agreement, the <br />City is not lending its credit or in any other manner creating a debt on behalf of the City. <br />7.10. LAW AND VENUE. The validity, operation, and performance of this Agreement shall <br />be governed and controlled by the laws of the State of Texas and applicable federal <br />regulations, and the terms and conditions of this Agreement shall be construed and <br />interpreted in accordance with the laws of the State. The Parties understand and agree that <br />this Agreement is for the provision of financial assistance for the planning, design, <br />acquisition and construction of the Project and as such all or part of the performance of the <br />terms and obligations of the Agreement will be performed in Hays County, Texas. <br />Notwithstanding the location of the Project, the Parties understand and agree that any <br />TWDB Commitment No. L1000600 <br />Page 13 of 14 <br />