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<br />ATTY/AGR/2015.044/WELLS FARGO BANK <br />REV: 04-03-15 MLG <br />Page 6 of 8 <br />17. Jurisdiction and Venue. Any action at law or in equity brought by either of the <br />Parties for the purpose of enforcing a right or rights provided for by this Agreement will <br />be tried in the Federal and State Courts of Northern California and the Parties waive all <br />provisions of law providing for a change of venue in these proceedings. <br /> <br />18. Successors and Assigns. It is mutually understood and agreed that this <br />Agreement will be binding upon the Parties and their respective successors. Neither this <br />Agreement nor any part of it nor any monies due or to become due under it may be <br />assigned by Bank without the prior consent of City, which will not be unreasonably <br />withheld. <br /> <br />19. Paragraph Headings. Paragraph headings as used herein are for convenience <br />only and will not be deemed to be a part of such paragraphs and will not be construed <br />to change the meaning thereof. <br /> <br />20. Entire Agreement. This Agreement, together with the Exhibits, embody the entire <br />Agreement and understanding between the parties relating to the subject matter of it. In <br />case of conflict, the terms of the Agreement supersede any other attachment or exhibit. <br />Neither this Agreement nor any of its provisions may be amended, modified, waived or <br />discharged except in a writing signed by both parties. <br /> <br />21. Authority. The individuals executing this Agreement and the instruments <br />referenced in it on behalf of Bank each represent and warrant that they have the legal <br />power, right and actual authority to bind Bank to the terms and conditions of this <br />Agreement. <br /> <br />[Signature Page Follows] <br />6.1.D. - Page 8