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<br />connection with Agency's enforcement of this Note and the exercise of any or all of <br />its rights and remedies hereunder. <br /> <br />2.3 DEFAULT RATE. During any time that Borrower is in default under <br />this Note, interest shall accrue on the outstanding principal balance at the rate of ten <br />percent (10%) per annum (the "Default Rate"). When Borrower is no longer in <br />default, the Default Rate shall no longer apply. Notwithstanding the foregoing <br />provisions, if the interest rate charged exceeds the maximum legal rate of interest, <br />the rate shall be the maximum rate permitted by law. The imposition or acceptance <br />of the Default Rate shall in no event constitute a waiver of a default under this Note <br />or prevent Agency from exercising any of its other rights or remedies. <br /> <br />3. MISCELLANEOUS <br /> <br />3.1 WAIVER. The rights and remedies of Agency under this Note shall be <br />cumulative and not alternative. No waiver by Agency of any right or remedy under <br />this Note shall be effective unless in a writing signed by Agency. Neither the failure <br />nor any delay in exercising any right, power or privilege under this Note will operate <br />as a waiver of such right, power or privilege, and no single or partial exercise of any <br />such right, power or privilege by Agency will preclude any other or further exercise of <br />such right, power or privilege or the exercise of any other right, power or privilege. <br />No notice to or demand on Borrower will be deemed to be a waiver of any obligation <br />of Borrower or of the right of Agency to take further action without notice or demand <br />as provided in this Note. Borrower hereby waives presentment, demand, protest, <br />notices of dishonor and of protest and all defenses and pleas on the grounds of any <br />extension or extensions of the time of payment or of any due date under this Note, in <br />whole or in part, whether before or after maturity and with or without notice. There <br />shall be no amendment to or modification of this Note except by written instrument <br />executed by Borrower and Agency. <br /> <br />3.2 NOTICES. Any notice required or permitted to be given hereunder <br />shall be given in accordance with Section 5.3 of the Loan Agreement. <br /> <br />3.3 SEVERABILITY. If any provision in this Note is held invalid or <br />unenforceable by any court of competent jurisdiction, the other provisions of this <br />Note will remain in full force and effect. Any provision of this Note held invalid or <br />unenforceable only in part or degree will remain in full force and effect to the extent <br />not held invalid or unenforceable. <br /> <br />3.4 GOVERNING LAW; VENUE. This Note shall be construed and <br />enforced in accordance with the laws of the State of California without regard to <br />principles of conflicts of law. The Parties consent to the jurisdiction of any federal or <br />state court in the jurisdiction in which the Property is located (the "Property <br />Jurisdiction"). Borrower agrees that any controversy arising under or in relation to <br />this Agreement, the Predevelopment Note or the Assignment Agreement shall be <br />litigated exclusively in courts having jurisdiction in the Property Jurisdiction. <br />Borrower irrevocably consents to service, jurisdiction, and venue of such courts for <br />any such litigation and waives any other venue to which it might be entitled by virtue <br />of domicile, habitual residence or otherwise <br />