AND AGREES THAT THE CHOICE OF NEW YORK LAW WAS A
Exhibit E-3
MATERIAL INDUCEMENT TO AGENT AND LENDERS TO MAKE THE LOAN EVIDENCED BY THIS
NOTE.
2.6 Severability. If any term, restriction or covenant of this instrument is
deemed illegal or unenforceable, all other terms, restrictions and covenants and
the application thereof to all persons and circumstances subject hereto shall
remain unaffected to the extent permitted by law; and if any application of any
term, restriction or covenant to any person or circumstance is deemed illegal,
the application of such term, restriction or covenant to other persons and
circumstances shall remain unaffected to the extent permitted by law.
2.7 Notices. All notices, requests, reports, demands or other instruments
required or contemplated to be given or furnished under this Note to Borrower or
Agent shall be directed to Borrower or Agent as the case may be at their
respective address as set forth in the Loan Agreement. Notices shall be
delivered in accordance with the methods for the giving of notices that are
provided under the Loan Agreement.
2.8 WAIVER OF JURY TRIAL. BORROWER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF
ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY
TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO
THE LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN
CONNECTION THEREWITH. THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY,
INTENTIONALLY AND VOLUNTARILY MADE BY BORROWER, AND IS INTENDED TO ENCOMPASS
INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY
JURY WOULD OTHERWISE ACCRUE. BORROWER ACKNOWLEDGES THAT NEITHER AGENT, LENDER
NOR ANY PERSON ACTING ON BEHALF OF EITHER OF THEM HAS MADE ANY REPRESENTATIONS
OF FACT TO INDUCE THIS WAIVER OF TRIAL BY JURY OR HAS TAKEN ANY ACTIONS WHICH IN
ANY WAY MODIFY OR NULLIFY ITS EFFECT. AGENT IS HEREBY AUTHORIZED TO FILE A COPY
OF THIS PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY
BORROWER. BORROWER ACKNOWLEDGES THAT THIS WAIVER IS A MATERIAL INDUCEMENT FOR
LENDER TO ENTER INTO A BUSINESS RELATIONSHIP, THAT AGENT AND LENDER HAVE ALREADY
RELIED ON THIS WAIVER IN ENTERING INTO THE LOAN DOCUMENTS AND THAT AGENT AND
LENDER WILL CONTINUE TO RELY ON THIS WAIVER IN ITS RELATED FUTURE DEALINGS.
BORROWER FURTHER ACKNOWLEDGES THAT IT HAS BEEN REPRESENTED (OR HAS HAD THE
OPPORTUNITY TO BE REPRESENTED) IN THE SIGNING OF THIS NOTE AND IN THE MAKING OF
THIS WAIVER BY INDEPENDENT LEGAL COUNSEL.
2.9 CONSENT TO JURISDICTION. BORROWER HEREBY UNCONDITIONALLY AND IRREVOCABLY
CONSENTS TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED WITHIN THE
COUNTY OF DALLAS, STATE OF TEXAS AND UNCONDITIONALLY AND IRREVOCABLY AGREES
THAT, SUBJECT TO AGENT'S ELECTION, ALL ACTIONS OR PROCEEDINGS ARISING OUT OF OR
RELATING TO THIS NOTE OR THE OTHER
Exhibit E-4
LOAN DOCUMENTS SHALL BE LITIGATED SOLELY IN ANY STATE OR FEDERAL COURT LOCATED
WITHIN