IN THE STATE OF TEXAS, AND THE LAWS OF SUCH STATE AND OF THE UNITED STATES SHALL GOVERN THE RIGHTS AND DUTIES OF THE PARTIES HERETO AND THE VALIDITY, CONSTRUCTION, ENFORCEMENT, AND INTERPRETATION OF THIS AGREEMENT, EXCEPT TO THE EXTENT OTHERWISE SPECIFIED HEREIN. THIS AGREEMENT IS PERFORMABLE IN DALLAS COUNTY, TEXAS. VENUE OF ANY LITIGATION INVOLVING THIS AGREEMENT SHALL BE MAINTAINED IN AN APPROPRIATE STATE OR FEDERAL COURT LOCATED IN DALLAS COUNTY, TEXAS, TO THE EXCLUSION OF ALL OTHER VENUES. NOTHING HEREIN SHALL AFFECT OR LIMIT THE RIGHT OF BANK TO BRING ANY ACTION OR PROCEEDING AGAINST ORIGINAL BORROWER, NEW BORROWER OR GUARANTOR WITH RESPECT TO ANY OF ORIGINAL BORROWER'S OR NEW BORROWER'S OR GUARANTOR'S PROPERTY IN COURTS IN OTHER JURISDICTIONS. ORIGINAL BORROWER, NEW BORROWER AND GUARANTOR ACKNOWLEDGE THAT THESE WAIVERS ARE A MATERIAL INDUCEMENT TO BANK'S AGREEMENT TO ENTER INTO THIS AGREEMENT, THAT BANK IS RELYING ON THESE WAIVERS AND WILL CONTINUE TO RELY ON EACH OF THESE WAIVERS IN RELATED FUTURE DEALINGS. THE WAIVERS IN THIS SECTION ARE IRREVOCABLE, MEANING THAT THEY MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING, AND THESE WAIVERS APPLY TO ANY FUTURE RENEWALS, EXTENSIONS, AMENDMENTS, MODIFICATIONS, OR REPLACEMENTS IN RESPECT OF THE APPLICABLE LOAN DOCUMENTS. IN CONNECTION WITH ANY LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ORIGINAL BORROWER, NEW BORROWER AND GUARANTOR HEREBY IRREVOCABLY AND EXPRESSLY WAIVE ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM (WHETHER BASED UPON CONTRACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS ·CONTEMPLATED THEREBY OR THE ACTIONS OF BANK IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT THEREOF. BORROWER AND BANK AGREE THAT, IN CONNECTION WITH ANY ACTION, SUIT OR PROCEEDING RELATING TO OR ARISING OUT OF THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, EACH MUTUALLY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY CLAIM FOR CONSEQUENTIAL, PUNITIVE OR SPECULATIVE DAMAGES.
15. Time. Time is of the essence in the performance of the covenants contained in this Agreement and in the Loan Documents.
16. Binding Agreement. This Agreement is binding upon the successors and assigns of the parties; provided, however, the foregoing will not be deemed or construed to (i) permit, sanetion, authorize or condone the assignment of all or any part of the Mortgaged Property or any of New Borrower's rights, titles or interests in and to the Mortgaged Property or any rights, titles or interests in and to New Borrower, except as expressly authorized in the Loan Documents, or (ii) confer any right, title, benefit, cause of action or remedy upon any person or entity not a party hereto, which such party would not or did not otherwise possess.
ASSUMPTION AGREEMENT - Page 5
MR.782 17. Headings. The section headings of this Agreement are inserted for convenience of reference only and in no way alter, amend, define or be