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Section 8.8 Governing Law. This Agreement is governed by California law without regard to its choice of law rules. Section 8.9 Joint and Several Liability. If Borrower consists of more than one person or entity, each is jointly and severally liable to the City for the faithfid performance of this Agreement. Section 8.10 Successors. Except as otherwise limited herein, the provisions of this Agreement bind and inure to the benefit of the undersigned parties and their heirs, executors, administrators, legal representatives, successors and assigns. This provision does not relieve Borrower of its obligation under the Loan Documents to obtain the City's prior written consent to any assignment or other transfer of Borrower's interests in the Public Improvement Loan, the Property or the ownership interests in Borrower. Section 8.11 Attorneys' Fees. If any legal action is commenced to enforce any of the terms of this Agreement or rights arising from any party's actions in connection with this Agreement, the prevailing party will have the right to recover its reasonable attorneys', fees and costs of suit from the other party, whether incurred in a judicial, arbitration, mediation or bankruptcy proceeding or on appeal, An award of attorneys' fees and costs . will bear interest at the default rate under the Promissory Note from the date of the award until paid. Section 8.12 Severability. The invalidity or unenforceability of any one or more provisions of this Agreement will in no way affect any other provision. Section 8.13 Time. Time is of the essence in this Agreement. Whenever the date on which an action must be performed falls on a Saturday, Sunday or federal holiday, the date for performance will be deemed to be the next succeeding business day, Section 8.14 Further Assurances. Borrower agrees to: (a) pursue in an effective and continuous manner; (b) use best efforts to achieve; and (c) take all actions reasonably required by the City from time to time to confirm or otherwise carry out the purpose of this Agreement. Section 8.15 Consent. Except as expressly provided otherwise, whenever consent or approval of a party is required in any Loan Document, that party agrees not to withhold or delay its consent or approval unreasonably. Section 8,16 Counterparts. This Agreement may be executed in any number of counterparts, all of which will constitute but one agreement. Section 8.17 Borrower's Personnel. The operation of the Project shall be implemented only by competent personnel under the direction and supervision of Borrower. Section 8.18 Exhibits. All exhibits attached hereto ate incorporated into and hereby made a part of this Agreement. 55394.00049W884 no.6 19