director, officer, member or partner of
a shareholder, director, officer, member or partner of Lender) shall have any
personal liability, directly or indirectly, under or in connection with this
Note or any agreement made or entered into under or in connection with the
provisions of this Note, or any amendment or amendments to any of the foregoing
made at any time or times, heretofore or hereafter, and Borrowers hereby forever
and irrevocably waive and release any and all such personal liability.
In
addition, neither
4
Lender nor any successor or assign of Lender shall have at any time or times
hereafter any personal liability, directly or indirectly, under or in connection
with any agreement, lease, instrument, encumbrance, claim or right affecting or
relating to the Project or to which the Project is now or hereafter subject.
The limitation of liability provided in this paragraph is in addition to, and
not in limitation of, any limitation on liability applicable to Lender provided
by law or by any other contract, agreement or instrument.
SECTION 6 - GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL;
SEVERABILITY
6.1
Governing Law.
This Note shall be governed by, and construed in
accordance with, the substantive law of the State of Texas without regard to the
application of choice of law principles.
6.2
SUBMISSION TO JURISDICTION/SERVICE OF PROCESS.
BORROWERS HEREBY
IRREVOCABLY SUBMIT TO THE PERSONAL JURISDICTION OF THE STATE COURTS OF THE STATE
OF TEXAS LOCATED IN TARRANT COUNTY, TEXAS FOR THE PURPOSES OF ANY SUIT, ACTION
OR OTHER PROCEEDING ARISING OUT OF OR BASED UPON THIS NOTE, THE SUBJECT MATTER
HEREOF, OR THE LOAN. BORROWERS TO THE EXTENT PERMITTED BY APPLICABLE LAW (A)
HEREBY WAIVE, AND AGREE NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE, OR
OTHERWISE, IN ANY SUCH SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN THE
ABOVE-NAMED COURTS ANY CLAIM THAT IT IS NOT SUBJECT PERSONALLY TO THE
JURISDICTION OF SUCH COURTS, THAT THEIR PROPERTY IS EXEMPT OF IMMUNE FROM
ATTACHMENT OR EXECUTION, THAT THE SUIT, ACTION OR PROCEEDING IS BROUGHT IN AN
INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT, ACTION OR PROCEEDING IS IMPROPER
OR THAT THIS NOTE, THE SUBJECT MATTER HEREOF, OR THE OTHER LOAN (AS APPLICABLE)
MAY NOT BE ENFORCED IN OR BY SUCH COURT AND (B) HEREBY WAIVES THE RIGHT TO
REMOVE ANY SUCH ACTION, SUIT OR PROCEEDING INSTITUTED BY LENDER IN THE ABOVE
NAMED COURTS.
BORROWERS HEREBY CONSENT TO SERVICE OF PROCESS BY MAIL AT THE
ADDRESS TO WHICH NOTICES ARE TO BE GIVEN TO IT PURSUANT TO SECTION 7 HEREOF.
BORROWERS AGREE THAT THEIR SUBMISSION TO JURISDICTION AND CONSENT TO SERVICE OF
PROCESS BY MAIL IS MADE FOR THE EXPRESS BENEFIT OF LENDER.
FINAL JUDGMENT
AGAINST BORROWERS IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE CONCLUSIVE,
AND MAY BE ENFORCED IN ANY OTHER JURISDICTION (X) BY SUIT, ACTION OR PROCEEDING
ON THE JUDGMENT, A CERTIFIED OR TRUE COPY OF WHICH SHALL BE CONCLUSIVE EVIDENCE
OF THE FACT AND OF THE AMOUNT OF