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permitted by applicable law (a) no claim or right of City arising out of this Note can be <br />discharged by City, in whole or in part, by a waiver or renunciation of the claim or right <br />unless in a writing, signed by City; (b) no waiver that may be given by City will be <br />applicable except in the specific instance for which it is given; and (c) no notice to or <br />demand on Successor Agency will be deemed to be a waiver of any obligation of <br />Successor Agency or of the right of City to take further action without notice or demand <br />as provided in this Note. Successor Agency hereby waives presentment, demand, <br />protest, notices of dishonor and of protest and all defenses and pleas on the grounds of <br />any extension or extensions of the time of payment or of any due date under this Note, <br />in whole or in part, whether before or after maturity and with or without notice. <br />8.2 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 />8.3 GOVERNING LAW This Note shall be governed by the laws of the State <br />of California. <br />8.4 PARTIES IN INTEREST This Note shall bind Successor Agency and its <br />successors and assigns and shall accrue to the benefit of City and its successors and <br />assigns. <br />8.5 SECTION HEADINGS, CONSTRUCTION The headings of Sections in <br />this Note are provided for convenience only and will not affect its construction or <br />interpretation. <br />8.6 TIME IS OF THE ESSENCE. Time is of the essence with respect to every <br />provision of this Note. <br />SIGNATURES ON FOLLOWING PAGE <br />1873412.1 3 <br />