APPLICABLE LAW, VENUE AND JURISDICTION.
DEBTOR AGREES THAT THIS
NOTE SHALL BE DEEMED TO HAVE BEEN MADE IN THE STATE OF TEXAS AND SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS
AND IS PERFORMABLE IN DALLAS (DALLAS COUNTY), TEXAS INDICATED AT THE BEGINNING
OF THIS NOTE.
IN ANY LITIGATION IN CONNECTION WITH OR TO ENFORCE THIS NOTE OR
ANY ENDORSEMENT OR GUARANTY OF THIS NOTE OR ANY LOAN DOCUMENTS, OBLIGORS, AND
EACH OF THEM, IRREVOCABLY CONSENT TO AND CONFER PERSONAL JURISDICTION ON THE
COURTS OF THE STATE OF TEXAS OR THE UNITED STATES COURTS LOCATED WITHIN DALLAS
(DALLAS COUNTY), TEXAS.
NOTHING CONTAINED HEREIN SHALL, HOWEVER, PREVENT LENDER
FROM BRINGING ANY ACTION OR EXERCISING ANY RIGHTS WITHIN ANY OTHER STATE OR
JURISDICTION OR FROM OBTAINING PERSONAL JURISDICTION BY ANY OTHER MEANS
AVAILABLE UNDER APPLICABLE LAW.
11.
PARTIAL INVALIDITY.
THE UNENFORCEABILITY OR INVALIDITY OF ANY
PROVISION OF THIS NOTE SHALL NOT AFFECT THE ENFORCEABILITY OR VALIDITY OF ANY
OTHER PROVISION HEREIN AND THE INVALIDITY OR UNENFORCEABILITY OF ANY PROVISION
OF THIS NOTE OR OF THE LOAN DOCUMENTS TO ANY PERSON OR CIRCUMSTANCE SHALL NOT
AFFECT THE ENFORCEABILITY OR VALIDITY OF SUCH PROVISION AS IT MAY APPLY TO OTHER
PERSONS OR CIRCUMSTANCES.
3
12.
BINDING EFFECT.
THIS NOTE SHALL BE BINDING UPON AND INURE TO THE
BENEFIT OF DEBTOR, OBLIGORS AND LENDER AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS,
HEIRS AND PERSONAL REPRESENTATIVES, PROVIDED, HOWEVER, THAT NO OBLIGATIONS OF
DEBTOR OR OBLIGORS HEREUNDER CAN BE ASSIGNED WITHOUT PRIOR WRITTEN CONSENT OF
LENDER.
13.
CONTROLLING DOCUMENT.
TO THE EXTENT THAT THIS NOTE CONFLICTS WITH
OR IS IN ANY WAY INCOMPATIBLE WITH ANY OTHER DOCUMENT RELATED SPECIFICALLY TO
THE LOAN EVIDENCED BY THIS NOTE, THIS NOTE SHALL CONTROL OVER ANY OTHER SUCH
DOCUMENT, AND IF THIS NOTE DOES NOT ADDRESS AN ISSUE, THEN EACH OTHER SUCH
DOCUMENT SHALL CONTROL TO THE EXTENT THAT IT DEALS MOST SPECIFICALLY WITH AN
ISSUE.
14.
COMMERCIAL PURPOSE.
DEBTOR REPRESENTS TO LENDER THAT THE PROCEEDS
OF THIS LOAN ARE TO BE USED PRIMARILY FOR BUSINESS, COMMERCIAL OR AGRICULTURAL
PURPOSES.
DEBTOR ACKNOWLEDGES HAVING READ AND UNDERSTOOD, AND AGREES TO BE
BOUND BY, ALL TERMS AND CONDITIONS OF THIS NOTE.
15.
COLLECTION.
IF THIS NOTE IS PLACED IN THE HANDS OF AN ATTORNEY
FOR COLLECTION, OR IF IT IS COLLECTED THROUGH ANY LEGAL PROCEEDING AT LAW OR IN
EQUITY OR IN BANKRUPTCY, RECEIVERSHIP OR OTHER COURT PROCEEDINGS, DEBTOR AGREES
TO PAY ALL COSTS OF COLLECTION, INCLUDING, BUT NOT LIMITED TO, COURT COSTS AND
REASONABLE ATTORNEYS' FEES.
16.
NOTICE OF BALLOON PAYMENT.
AT MATURITY (WHETHER BY ACCELERATION OR
OTHERWISE), DEBTOR MUST REPAY THE ENTIRE PRINCIPAL BALANCE OF THIS NOTE AND
UNPAID INTEREST THEN DUE.
LENDER IS UNDER NO OBLIGATION TO REFINANCE THE
OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE (IF ANY) AT THAT TIME.
DEBTOR WILL,
THEREFORE, BE REQUIRED TO MAKE PAYMENT OUT OF OTHER ASSETS DEBTOR MAY OWN; OR
DEBTOR WILL HAVE TO FIND A LENDER WILLING TO LEND DEBTOR THE MONEY AT PREVAILING
MARKET RATES,