Agmt 2017 BAL Theater/San Leandro Curtain Call Performing Arts Loan Agreement

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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 Operator 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 Operator in any case shall entitle the Operator 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, City's obligation to make the Loan is personal to Operator, and shall not be assignable by Operator 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 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 F attached hereto are incorporated herein by reference as though fully set forth herein. 7.13 SURVIVAL. All representations made by Operator 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, and any foreclosure proceeding, foreclosure sale, or delivery of a deed in lieu of foreclosure. The representations of Operator 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. Operator 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 Operator shall not apply to this transaction except as set forth herein and in the Loan Documents. 7.15 ACTION BY THE CITY. Except as may be otherwise specifically provided herein, whenever any approval, notice, direction, or consent by the City is required or permitted under this Agreement, such action shall be in writing, and such action may be given, made or taken by the City Manager or by any person who shall have been designated by the City Manager, without further approval by the City Council.