RDA Agmt 2009 Munteanu_Gavril etc

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• principles of conflicts of laws. The Parties consent to the jurisdiction of any federal or state court in the jurisdiction in which the Property is located (the "Property Jurisdiction"). Owner agrees that any controversy arising under or in relation to this Agreement or any other Loan Document shall be litigated exclusively in courts having jurisdiction in the Property Jurisdiction. Owner 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 Agency 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 Owner 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 Owner in any case shall entitle the Owner to any other or further notice or demand in similar or other circumstances. No amendment to this Agreement shall be effective unless and until such amendment 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, Agency's obligation to make the Loan is personal to Owner, and shall not be assignable by Owner by operation of law or otherwise absent the express written consent of Agency, 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 Loan 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 G attached hereto are incorporated herein by reference as though fully set forth herein. 7.13 SURVIVAL. All representations made by Owner herein and the provisions of Sections 4.3, 4.8, 4.14, 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 Owner made herein have been or will be relied upon by the Agency, notwithstanding any investigation made by the Agency or on its behalf. 7.14 AGENCY STATUS. Owner 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 Owner shall not apply to this transaction except as set forth herein and in the Loan Documents. 1172237-2 j S