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CDBG Loan Agreement 7/1/2023 Between City of San Leandro and Building Futures with Women and Children Page 17 of 18 Agreement, nor any consent to any departure by Participant 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 Participant in any case shall entitle the Participant to any other or further notice or demand in similar or other circumstances. No amendment to or modification of this 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. 7.9 ASSIGNMENT PROHIBITED. Participant shall not assign any right or obligation pursuant to this Agreement. Any attempted or purported assignment of any right or obligation pursuant to this Agreement shall be void and of no effect. 7.10 NO THIRD PARTY BENEFICIARIES. There shall be no third party beneficiaries to this Agreement. 7.11 ENTIRE AGREEMENT; EXHIBITS. This Agreement 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. Notwithstanding any other agreement the contrary, the Parties hereto acknowledge and agree that the City owns the underlying land, identified as the Property, and Participant owns and operates the Improvements that are upon the Property. The City may, upon a breach or default of this Agreement, terminate Participant’s right to be upon the Property. 7.12 SURVIVAL. All representations made by Participant herein and the provisions of Section 3.5 hereof shall survive the expiration or earlier termination of this Agreement and the making of the ARPA and CDBG Loan. The representations of Participant made herein have been or will be relied upon by the City, notwithstanding any investigation made by the City or on its behalf. 7.13 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. City shall use reasonable best efforts to respond to requests for any such approval, notice, direction, or consent in a timely manner. 7.14 NON-LIABILITY OF CITY OFFICIALS, EMPLOYEES AND AGENTS. No member, official, employee or agent of the City shall be personally liable to Participant or any successor in interest to any of the foregoing in the event of any default or breach by the City, or for any amount of money which may become due to Participant or Participant’s successor in interest or for any obligation of City under this Agreement. 7.15 BINDING UPON SUCCESSORS. Participant hereby subjects its interest in the Property and the Improvements to the covenants and restrictions set forth in this Agreement. SIGNATURES ON FOLLOWING PAGE