Loan Agmt 135 Parrott Street - Slice House 04152021

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13 7.8 GOVERNING LAW; VENUE. This Agreement shall in all respects be construed and enforced in accordance with laws of the State of California without re gard to principles of conflicts of laws. The Parties consent to the jurisdiction of any federal or state court in the jurisdiction in which the Premises is located (the “Property Jurisdiction”). Tenant 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. Tenant irrevocably consents to service, jurisdiction, and venue of such courts for any such litigation and waives any other venue to wh ich 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 Tenant 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 t o or demand on the Tenant in any case shall entitle the Tenant 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 Tenant, and shall not be assignable by Tenant 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 D attached hereto are incorporated herein by reference as though fully set forth herein. 7.13 SURVIVAL. All representations made by Tenant 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 representations of Tenant 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. Tenant 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 Tenant shall not apply to this transaction except as set forth herein and in the Loan Documents. DocuSign Envelope ID: ACE7FE70-EFEF-4CC1-BCEF-41A2C1B71328