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exercise any and all rights and remedies available to it under law or equity, and (iii) <br />exercise any and all rights and remedies available to City pursuant to the Loan <br />Agreement or the Assignment Agreement. Borrower shall pay all reasonable costs and <br />expenses incurred by or on behalf of City including, without limitation, reasonable <br />attorneys' fees, incurred in connection with City's enforcement of this Note and the <br />exercise of any or all of its rights and remedies hereunder <br />2.3 DEFAULT RATE Upon the occurrence of an Event of Default, interest <br />shall automatically be increased without notice to the rate of ten percent (10 %) per <br />annum (the "Default Rate "). When Borrower is no longer in default, the Default Rate <br />shall no longer apply, and the interest rate shall once again be the rate specified in the <br />first paragraph of this Note. Notwithstanding the foregoing provisions, if the interest rate <br />charged exceeds the maximum legal rate of interest, the rate shall be the maximum rate <br />permitted by law. The imposition or acceptance of the Default Rate shall in no event <br />constitute a waiver of a default under this Note or prevent City from exercising any of its <br />other rights or remedies. <br />3. MISCELLANEOUS <br />3.1 WAIVER; AMENDMENT No waiver by City of any right or remedy under <br />this Note shall be effective unless in a writing signed by City. Neither the failure nor any <br />delay in exercising any right, power or privilege under this Note will operate as a waiver <br />of such right, power or privilege, and no single or partial exercise of any such right, <br />power or privilege by City will preclude any other or further exercise of such right, power <br />or privilege or the exercise of any other right, power or privilege. No waiver that may be <br />given by City will be applicable except in the specific instance for which it is given. No <br />notice to or demand on Borrower will be deemed to be a waiver of any obligation of <br />Borrower or of the right of City to take further action without notice or demand as <br />provided in this Note. To the maximum extent permitted by applicable law, Borrower <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 <br />payment or of any due date under this Note, in whole or in part, whether before or after <br />maturity and with or without notice. There shall be no amendment to or modification of <br />this Note except by written instrument executed by Borrower and City. <br />3.2 NOTICES Any notice required or permitted to be given hereunder shall <br />be given in accordance with Section 11.3 of the Loan Agreement. <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 Note <br />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 not <br />held invalid or unenforceable. <br />3.4 GOVERNING LAW; VENUE This Note shall be construed and enforced <br />in accordance with the laws of the State of California without regard to principles of <br />conflicts of law. Any legal action filed in connection with this Note shall be filed in the <br />1902227.2 4 <br />