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without limitation, reasonable attorneys' fees, incurred in connection with Agency's <br />enforcement of this Note and the exercise of any or all of its rights and remedies hereunder <br />and all such sums shall be a part of the indebtedness secured by the Deed of Trust. <br />2.3 Reserved. <br />3. MISCELLANEOUS <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 this <br />Note shall be effective unless in a writing signed by Agency. Neither the failure nor any <br />delay in exercising any right, power or privilege under this Note will operate as a waiver of <br />such right, power or privilege, and no single or partial exercise of any such right, power or <br />privilege by Agency will preclude any other or further exercise of such right, power or <br />privilege or the exercise of any other right, power or privilege. To the maximum extent <br />permitted by applicable law (a) no claim or right of Agency arising out of this Note can be <br />discharged by Agency, in whole or in part, by a waiver or renunciation of the claim or right <br />unless in a writing, signed by Agency; (b) no waiver that may be given by Agency will be <br />applicable except in the specific instance for which it is given; and (c) no notice to or <br />demand on Owner will be deemed to be a waiver of any obligation of Owner or of the right <br />of Agency to take further action without notice or demand as provided in this Note. Owner <br />hereby waives presentment, demand, protest, notices of dishonor and of protest and all <br />defenses and pleas on the grounds of any extension or extensions of the time of payment <br />or of any due date under this Note, in whole or in part, whether before or after maturity and <br />with or without notice. <br />3.2. NOTICES. Any notice required or permitted to be given hereunder shall be <br />given in accordance with Section 7.1 of the Loan Agreement. <br />3.3. SEVERABILITY. If any provision in this Note is held invalid or unenforceable <br />by any court of competent jurisdiction, the other provisions of this Note will remain in full <br />force and effect. Any provision of this Note held invalid or unenforceable only in part or <br />degree will remain in full force and effect to the extent not held invalid or unenforceable. <br />3.4 GOVERNING LAW; VENUE. This Note shall be governed by the laws of the <br />State of California without regard to principles of conflicts of laws. All persons and entities <br />in any manner obligated under this Note consent to the jurisdiction of any federal or state <br />court in the jurisdiction in which the Property is located (the "Property Jurisdiction"). <br />Owner agrees that any controversy arising under or in relation to the Note or any other <br />Loan Document shall be litigated exclusively in the Property Jurisdiction. The state and <br />federal courts and authorities with jurisdiction in the Property Jurisdiction shall have <br />exclusive jurisdiction over all controversies which shall arise under or in relation to the Note <br />and any other Loan Document. Owner irrevocably consents to service, jurisdiction, and <br />venue of such courts for any such litigation and waives any other venue to which it might be <br />entitled by virtue of domicile, habitual residence or otherwise. <br />3.5 PARTIES IN INTEREST. This Note shall bind Owner and its successors and <br />assigns and shall accrue to the benefit of Agency and its successors and assigns. <br />l 172395-2 2 g <br />Commercial Rehabilitation Loan Program <br />Owner Participation and Loan Agreement <br />Form: 12-3-08 <br />