Agmt 2006 Allied Housing Program (2)

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any controversy arising under or in relation to this Agreement or any other City Document shall be litigated exclusively in courts having jurisdiction in the Property Jurisdiction. Borrower irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation and waives any other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. 7.9 WAIVER: MODIFICATION AND AMENDMENT. No failure or delay on the part of the City in exercising any right, power, or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power, or remedy 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 ofthis 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. 7.10 ASSIGNMENT. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Notwithstanding the foregoing, City's obligation to make the Loan is personal to Borrower, and shall not be assignable by Borrower by operation of law or otherwise absent the express written consent of City, and any such assignment by operation of law or otherwise shall be void. 7.11 NO THIRD PARTY BENEFICIARIES. There shall be no third party beneficiaries to this Agreement. 7.12 ENTIRE AGREEMENT: EXHIBITS. This Agreement, together with the other City Documents, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written agreements and negotiations between the Parties with respect thereto. Exhibits A through C attached hereto are incorporated herein by reference as though fully set forth herein. 7.13 SURVIVAL. All representations made by Borrower herein and the provisions of Sections 4.8. 4.13.2. 4.14. 4. 14. 1. and 4.15 hereof shall survive the expiration or termination of this Agreement, the making and repayment of the Loan, any release or reconveyance of the Deed of Trust, and any foreclosure proceeding, foreclosure sale, or delivery of a deed in lieu of foreclosure. The representations of Borrower made herein have been or will be relied upon by the City, notwithstanding any investigation made by the City or on its behalf. 7.14 CITY STATUS. Borrower recognizes and agrees that City 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 herein and in the City Documents. 818012-3 18