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REV: 12-20-2022 JB provided, however, that nothing in this Agreement shall be construed as limiting the Assignee’s right to challenge any such provisions or amendments to the Code or Zoning Code. For the purposes of this section, the leasing or granting in the ordinary course of business of indefeasible rights of use or similar rights in dark fiber, fiber optic capacity, conduit, and other network elements shall not require the express consent of the City, so long as Company remains solely responsible for the Facilities under this Agreement. 11.6 Entire Agreement. This Agreement contains the entire agreement and understanding between the Parties with respect to the subject matter herein. There are no representations, agreements, or understandings (whether oral or written) between the Parties relating to the subject matter of this Agreement that are not fully expressed herein. 11.7 Amendments. This Agreement may not be amended except pursuant to a written instrument signed by both Parties. 11.8 Severability. If any one or more of the provisions of this Agreement shall be held by a court of competent jurisdiction in a final judicial action to be void, voidable, or unenforceable, such provision(s) shall be deemed separable from the remaining provisions of this Agreement and shall in no way affect the validity of the remaining portions of this Agreement. 11.9 Survival. All of the provisions, conditions and requirements of this Agreement shall be in addition to any and all other obligations and liabilities Company may have to the City at common law, by statute, or by contract, and shall survive the City’s Agreement to Company and any renewals or extensions thereof. All of the provisions, conditions, regulations, and requirements contained in this Agreement shall further be binding upon the heirs, successors, executors, administrators, legal representatives, and assigns of the Parties, and all privileges, as well as all obligations and liabilities of each Party shall inure to its heirs, successors and assigns equally as if they were specifically mentioned wherever such Party is named herein. 11.10 Governing Law and Venue. This Agreement shall be subject to, and governed and construed by and in accordance with, the laws of the State of California. In the event that suit is brought by a Party to this Agreement, the Parties agree that trial of such action shall be vested exclusively in the state courts of California in San Mateo County, or in the United States District Court, Northern District of California. 11.11 Successors. This Agreement is binding upon the successors, assigns, and transferees of the Parties hereto. (Signature Page Follows) ATTY/AGR.2022.405/Mobilitie, LLC (Page 15 of 21)