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14 <br />9.1 WAIVER. The rights and remedies of Lender under this Note shall be cumulative <br />and not alternative. No waiver by Lender of any right or remedy under this Note shall be <br />effective unless in a writing signed by Lender. Neither the failure nor any delay in exercising <br />any right, power or privilege under this Note will operate as a waiver of such right, power or privilege, and no single or partial exercise of any such right, power or privilege by Lender will <br />preclude any other or further exercise of such right, power or privilege or the exercise of any <br />other right, power or privilege. To the maximum extent permitted by applicable law (a) no claim <br />or right of Lender arising out of this Note can be discharged by Lender, in whole or in part, by a <br />waiver or renunciation of the claim or right unless in a writing, signed by Lender; (b) no waiver that may be given by Lender will be applicable except in the specific instance for which it is <br />given; and (c) no notice to or demand on Borrower will be deemed to be a waiver of any <br />obligation of Borrower or of the right of Lender to take further action without notice or demand <br />as provided in this Note. Borrower hereby waives presentment, demand, protest, notices of <br />dishonor and of protest and all defenses and pleas on the grounds of any extension or extensions of the time of payment or of any due date under this Note, in whole or in part, whether before or <br />after maturity and with or without notice. <br />9.2 NOTICES. Any notice required or permitted to be given hereunder shall be given <br />in accordance with Section 7.1 of the Loan Agreement. <br />9.3 SEVERABILITY. If any provision in this Note is held invalid or unenforceable by any court of competent jurisdiction, the other provisions of this Note will remain in full force <br />and effect. Any provision of this Note held invalid or unenforceable only in part or degree will <br />remain in full force and effect to the extent not held invalid or unenforceable. <br /> 9.4 GOVERNING LAW; VENUE. This Note shall in all respects be construed and <br />enforced in accordance with the laws of the State of California without regard to principles of conflicts of laws. The Parties consent to the jurisdiction of the superior courts in Alameda County, and the federal courts in the Northern District of California. Borrower irrevocably <br />consents to service, jurisdiction, and venue of such courts for any such litigation and waives any <br />other venue to which it might be entitled by virtue of domicile, habitual residence or otherwise. <br /> 9.5 PARTIES IN INTEREST. This Note shall bind Borrower and its successors and <br />assigns and shall accrue to the benefit of Lender and its successors and assigns. <br />9.6 SECTION HEADINGS, CONSTRUCTION. The headings of Sections in this <br />Note are provided for convenience only and will not affect its construction or interpretation. <br />9.7 RELATIONSHIP OF THE PARTIES. The relationship of Borrower and Lender under this Note is solely that of borrower and lender, and the loan evidenced by this Note will in <br />no manner make Lender the partner or joint venturer of Borrower. <br /> <br />9.8 TIME IS OF THE ESSENCE. Time is of the essence with respect to every <br />provision of this Note.