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3. MISCELLANEOUS <br />3.1. WAIVER. The rights and remedies of City under this Note shall be cumulative <br />and not alternative. No waiver by City of any right or remedy under this Note shall be <br />effective unless in a writing signed by City. 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 <br />privilege, and no single or partial exercise of any such right, power or privilege by City will <br />preclude any other or further exercise of such right, power or privilege or the exercise of <br />any other right, power or privilege. To the maximum extent permitted by applicable law (a) <br />no claim or right of City arising out of this Note can be discharged by City, in whole or in <br />part, by a waiver or renunciation of the claim or right unless in a writing, signed by City; (b) <br />no waiver that may be given by City will be applicable except in the specific instance for <br />which it is given; and (c) no notice to or demand on Owner will be deemed to be a waiver of <br />any obligation of Owner or of the right of City to take further action without notice or <br />demand as provided in this Note. Owner hereby waives presentment, demand, protest, <br />notices of dishonor and of protest and all defenses and pleas on the grounds of any <br />extension or extensions of the time of payment or of any due date under this Note, in whole <br />or in part, whether before or after maturity and with or without notice. <br />3.2. NOTICES. Any notice required or permitted to be given hereunder shall be <br />given in accordance with Section 7.1 of the Loan Agreement. <br />3.3. SEVERABILITY. If any provision in this Note is held invalid or unenforceable <br />by any court of competent jurisdiction, the other provisions of this Note will remain in full <br />force and effect. Any provision of this Note held invalid or unenforceable only in part or <br />degree will remain in full force and effect to the extent not held invalid or unenforceable. <br />3.4 GOVERNING LAW; VENUE. This Note shall be governed by the laws of the <br />State of California without regard to principles of conflicts of laws. All persons and entities <br />in any manner obligated under this Note consent to the jurisdiction of any federal or state <br />court in the jurisdiction in which the Premises is located (the "Property Jurisdiction"). <br />Owner agrees that any controversy arising under or in relation to the Note or any other <br />Loan Document shall be litigated exclusively in the Property Jurisdiction. The state and <br />federal courts and authorities with jurisdiction in the Property Jurisdiction shall have <br />exclusive jurisdiction over all controversies which shall arise under or in relation to the Note <br />and any other Loan Document. Owner irrevocably consents to service, jurisdiction, and <br />venue of such courts for any such litigation and waives any other venue to which it might be <br />entitled by virtue of domicile, habitual residence or otherwise. <br />3.5 PARTIES IN INTEREST. This Note shall bind Owner and its successors and <br />assigns and shall accrue to the benefit of City and its successors and assigns. <br />3.6 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 />3.7 RELATIONSHIP OF THE PARTIES. The relationship of Owner and City <br />under this Note is solely that of Owner and lender, and the loan evidenced by this Note and <br />secured by the Deed of Trust will in no manner make City the partner or joint venturer of <br />Owner. <br />C-3 <br />