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Superior Court of Alameda County, California, or in the Federal District Court for the Northern District of California. 3.5 PARTIES IN INTEREST This Note shall bind Borrower and its successors and assigns and shall accrue to the benefit of City and its successors and assigns. 3.6 SECTION HEADINGS CONSTRUCTION. The headings of Sections in this Note are provided for convenience only and will not affect its construction or interpretation. 3.7 RELATIONSHIP OF THE PARTIES The relationship of Borrower and City under this Note is solely that of borrower and lender, and the loan evidenced by this Note and secured by the Assignment Agreement will in no manner make City the partner or joint venturer of Borrower. 3.8 TIME IS OF THE ESSENCE Time is of the essence with respect to every provision of this Note. 3.9 NON - RECOURSE. Except as expressly provided in this Section 3.9 neither Borrower nor its partners shall have personal liability for payment of the principal of, or interest on, this Note, and the sole recourse of City with respect to the payment of the principal of, and interest on, this Note shall be to the Assigned Documents (as defined in the Assignment Agreement) and any other collateral held by City as security for this Note; provided however, nothing contained in the foregoing limitation of liability shall: (A) impair the enforcement against all such security for this Note of all the rights and remedies of the City under the Assignment Agreement and any financing statements City files in connection with this Note, as each of the foregoing may be amended, modified, or restated from time to time; (B) impair the right of City to bring an action for specific performance or other appropriate action or proceeding to enable City to enforce and realize upon the Assignment Agreement, the interest in the Assigned Documents created thereby and any other collateral given to City in connection with the indebtedness evidenced by this Note, and to name the Borrower as party defendant in any such action; (C) be deemed in any way to impair the right of the City to assert the unpaid principal amount of the Loan as a demand for money within the meaning of Section 431.70 of the California Code of Civil Procedure or any successor provision thereto; (D) constitute a waiver of any right which City may have under any bankruptcy law to file a claim for the full amount of the indebtedness owed to City under this Note or to require that the Assigned Documents shall continue to secure all of the indebtedness owed to City in accordance with this Note; or 1902227.2 5