this Note, protest and notice of protest, diligence in collecting,
and the bringing of suit against any other party, and agree to all renewals,
extensions, modifications, partial payments, releases or substitutions of
security, in whole or in part, with or without notice, before or after maturity.
11.
CHOICE OF LAW. THIS NOTE AND THE OTHER LOAN DOCUMENTS AND THE RIGHTS AND
OBLIGATIONS OF THE PARTIES HEREUNDER AND THEREUNDER SHALL IN ALL RESPECTS BE
GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF TEXAS (WITHOUT GIVING EFFECT TO TEXAS' PRINCIPLES OF CONFLICTS OF LAW),
EXCEPT TO THE EXTENT (A) OF PROCEDURAL AND SUBSTANTIVE MATTERS RELATING ONLY TO
THE CREATION, PERFECTION, FORECLOSURE AND ENFORCEMENT OF RIGHTS AND REMEDIES
AGAINST THE PROPERTY, WHICH MATTERS SHALL BE GOVERNED BY THE LAWS OF THE STATE
WHERE THE PROPERTY IS LOCATED, AND (B) THE LAWS OF THE UNITED STATES OF AMERICA
AND ANY RULES, REGULATIONS OR ORDERS ISSUED OR PROMULGATED THEREUNDER,
APPLICABLE TO THE AFFAIRS AND TRANSACTIONS ENTERED INTO BY LENDER, OTHERWISE
PREEMPT THE LAWS OF THE STATE WHERE THE PROPERTY IS LOCATED OR TEXAS LAW; IN
WHICH EVENT FEDERAL LAW SHALL CONTROL.
13.
FORUM SELECTION. BORROWER HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY STATE OR FEDERAL COURT SITTING IN DALLAS, TEXAS (OR ANY
COURT OF COMPETENT JURISDICTION WHERE ANY PORTION OF THE PROPERTY IS LOCATED)
OVER ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS NOTE OR
ANY OF THE LOAN DOCUMENTS, AND BORROWER HEREBY AGREES AND CONSENTS THAT, IN
ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW,
ALL SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY STATE OR
FEDERAL COURT SITTING IN DALLAS, TEXAS (OR ANY COURT OF COMPETENT JURISDICTION
WHERE ANY PORTION OF THE PROPERTY IS LOCATED) MAY BE MADE BY CERTIFIED OR
REGISTERED MAIL, RETURN RECEIPT REQUESTED, DIRECTED TO BORROWER AT THE ADDRESS
OF BORROWER FOR THE GIVING OF NOTICES UNDER THE SECURITY INSTRUMENT, AND SERVICE
SO MADE SHALL BE COMPLETE 5 DAYS AFTER THE SAME SHALL HAVE BEEN SO MAILED.
12
14.
WAIVER OF TRIAL BY JURY AND CERTAIN OTHER RIGHTS
. BORROWER AND LENDER HEREBY KNOWINGLY, INTENTIONALLY AND VOLUNTARILY, WITH AND
UPON THE ADVICE OF COMPETENT COUNSEL, EXPRESSLY AND UNCONDITIONALLY WAIVE, IN
CONNECTION WITH ANY SUIT, ACTION OR PROCEEDING IN CONNECTION WITH ANY OF THE
LOAN DOCUMENTS, ANY AND EVERY RIGHT THEY MAY HAVE TO A TRIAL BY JURY. MAKER
ACKNOWLEDGES THAT THE FOREGOING WAIVER IS KNOWING AND VOLUNTARY.
15.
Time of the Essence.
Time is of the essence of each obligation of Borrower hereunder.
REMAINDER OF PAGE INTENTIONALLY BLANK
SIGNATURE PAGE FOLLOWS
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SIGNATURE PAGE OF BORROWER TO
PROMISSORY NOTE
Borrower's Federal Tax I.D. No.
38-3659381
ARC BRANDYWINE, L.P., a Delaware limited partnership
By:
ARC Brandywine GP, LLC, a Tennessee
limited liability company, its general partner
By:
Name:
Title: