8M Consent 2008 0902 - Laserfiche WebLink

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shall operate to release, discharge, modify, change or affect the original liability of Maker under this Note, either in whole or in part. (c) Obligations Absolute. The obligations of Maker under this Note shall be absolute and Maker waives any and all rights to offset, deduct or withhold any payments or charges due under this Note for any reasons whatsoever. (d) Waivers. Maker hereby waives (i) any notice of default or delinquency in addition to any notice expressly required by this Note; (ii) notice of acceleration; (iii) any notice of nonpayment in addition to any notice required by this Note; (iv) notice of costs, expenses, losses and interest thereon; (v) notice of interest on interest and late fees; (vi) diligence in taking any action to collect any sums owing under the Note or in proceeding against any of the rights and interest in and to properties securing payment of the Note; and (vii) presentment for payment, demand, protest, and notices of dishonor and/or protest. 9. Holder Forbearance. No waiver of any breach, default or failure of condition under the terms of this Note or the Loan Agreement or the obligations secured thereby shall be implied from any failure of Holder to take, or any delay by Holder in taking, action with respect to such breach, default or failure or from any previous waiver of any similar or unrelated breach, default or failure; and a waiver of any term of this Note or the Loan Agreement must be made in writing and shall be limited to the express written terms of such waiver. 10, Miscellaneous Provisions. (a) Notices. All notices to Holder or Maker shall be given in the manner and at the addresses set forth in Section 7.4 of the Loan Agreement, or to such addresses as Holder and Maker may hereafter designate, in accordance with such Section 7.4. (b) Successors and Assigns. This Note (i) may not be assigned by Maker without Holder's written consent, (ii) can be assigned by Holder to the City of San Leandro, at its sole option, and (iii) shall be binding on all successors and assigns of Holder and Maker. (c) Attorneys' Fees. If Agency elects to employ any of the remedies available to it in connection with any Event of Default, Borrower shall pay all reasonable costs and expenses incurred by or on behalf of Agency including, without limitation, reasonable attorneys' fees, incurred in connection with the Agency's enforcement of this Note and the exercise of any or all of its rights and remedies. (d) Severability. If a court of competent jurisdiction finds any provisions of this Note invalid or unenforceable, the remaining provisions shall not in any way be affected or impaired thereby, and all other provisions of this Note shall remain in full force and effect. (e) Time, Time is of the essence in the performance of the terms and conditions of this Note. (f) Governing Law. The laws of the State of California shall govern this Note, (g) Amendment. This Note may not be changed orally, but only by an amendment in writing signed by Maker and approved by Holder. 1113396.3 B-4 ~.