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9.2. NOTICES. Any notice required or permitted to be given hereunder shall <br />be given in accordance with Section 7.1 of the Loan Agreement. <br />9-1 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 />9.4. GOVERNING LAW: VENUE. This Note shall be governed by the laws of <br />the State of California without regard to principles of conflicts of laws. All persons and <br />entities in any manner obligated under this Note consent to the jurisdiction of any <br />federal or state court having jurisdiction in which the Property is located (the "Property <br />Jurisdiction"). Borrower agrees that any controversy arising under or in relation to the <br />Note or any other Loan Document shall be litigated exclusively in the Property <br />Jurisdiction. The state and federal courts and authorities with jurisdiction in the Property <br />Jurisdiction shall have exclusive jurisdiction over all controversies which shall arise <br />under or in relation to the Note and any other Loan Document. Borrower irrevocably <br />consents to service, jurisdiction, and venue of such courts for any such litigation and <br />waives any other venue to which it might be entitled by virtue of domicile, habitual <br />residence, or otherwise. <br />9.5. PARTIES IN INTEREST. This Note shall bind Borrower and its <br />successors and assigns and shall accrue to the benefit of Lender and its successors <br />and assigns. <br />9.6. 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 />9.7. RELATIONSHIP OF THE PARTIES. The relationship of Borrower and <br />Lender under this Note is solely that of borrower and lender, and the loan evidenced by <br />this Note will in no manner make Lender the partner or joint venture of Borrower. <br />9.8. TIME IS OF THE ESSENCE. Time is of the essence with respect to every <br />provision of this Note. <br />IN WITNESS WHEREOF, Borrower has executed and delivered this Note as of <br />the date first written above. <br />BORROWER <br />MTLG, LLC ' <br />Louis A. Rig-aud <br />Title: <br />3096836.1 <br />Exhibit B Page 5 of 5 <br />