Exhibit 10.2
Loan No. 400029184
FIXED RATE NOTE
$5,400,000.00 February 6, 1998
FOR VALUE RECEIVED LA PORTE PROPERTIES, L.L.C., a Texas limited
liability company (hereinafter referred to as "Maker"), promises to pay to the
order of AMRESCO CAPITAL, L.P., a Delaware limited partnership, its successors
and assigns (hereinafter referred to as "Payee", at the office of Payee or its
agent, designee, or assignee at 000 Xxxxx Xxxxx Xxxxxx, Xxxxx 0000, XX#000,
Xxxxxx, Xxxxx 00000-0000, Attention: Loan Servicing, or at such place as Payee
or its agent, designee, or assignee may from time to time designate in writing,
the principal sum of FIVE MILLION FOUR HUNDRED THOUSAND and No/ 100 Dollars
($5,400,000.00) in lawful money of the United States of America, with interest
thereon to be computed on the unpaid principal balance from time to time
outstanding at the Applicable Interest Rate (hereinafter defined) at all times
prior to the occurrence of an Event of Default (as defined in the Mortgage
[hereinafter defined]), and to be paid in installments as follows:
1. A payment of interest only on the date hereof for the period
from the date hereof through the last day of the current
calendar month, both inclusive;
2. A constant payment (the "Monthly Payment"), in arrears, of
$42,973.99, on the first day of April, 1998 and on the first
day of each calendar month thereafter up to and including the
month immediately preceding the Maturity Date stated below,
which Monthly Payment is calculated using an amortization
period of twenty-five (25) years;
and the balance of said principal sum, together with accrued and unpaid interest
and any other amounts due under this Note shall be due and payable on the first
day of March, 2008 or upon earlier maturity hereof whether by acceleration or
otherwise (the "Maturity Date"). Interest on the principal sum of this Note
shall be calculated on the basis of the actual number of days elapsed in the
applicable calendar month multiplied by a daily rate based upon a 360 day year,
and (ii) in any event interest calculated with reference to the maximum rate
permitted by applicable law shall be calculated by multiplying the actual number
of days elapsed in such period by a daily rate based on a year of 365/366 days
(as applicable). Monthly Payments under this Note shall be applied first, to the
payment of interest and other costs and charges due in connection with this Note
or the Debt (as hereinafter defined), as Payee may determine in its sole
discretion, and the balance shall be applied toward the reduction of the
principal sum. All amounts due under this Note shall be payable without setoff,
counterclaim or any other deduction whatsoever.
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The term "Applicable Interest Rate" means from the date of this Note
through and including the Maturity Date a rate of eight and 36/100 percent
(8.36%) per annum.
This Note is secured by, and Xxxxx is entitled to the benefits of, the
Mortgage, the Assignment, the Environmental Agreement, and the other Loan
Documents (hereinafter defined). The term "Mortgage" means the Mortgage, Deed of
Trust and Security Agreement dated the date hereof given by Maker for the use
and benefit of Payee covering the estate of Maker in certain premises as more
particularly described therein (the "Mortgaged Property"). The term "Assignment"
means the Assignment of Leases and Rents of even date herewith executed by Maker
in favor of Xxxxx. The term "Environmental Agreement" means the Environmental
Liabilities Agreement of even date herewith executed by Maker in favor of Xxxxx.
The term "Loan Documents" refers collectively to this Note, the Mortgage, the
Assignment, the Environmental Agreement and any and all other documents executed
in connection with this Note or now or hereafter executed by Maker and/or others
and by or in favor of Xxxxx, which wholly or partially secure or guarantee
payment of this Note or pertains to indebtedness evidenced by this Note.
If any installment payable under this Note (including the final
installment due on the Maturity Date) is not received by Payee within ten (10)
days after the date on which it is due (without regard to any applicable cure
and/or notice period), Maker shall pay to Payee upon demand an amount equal to
the lesser of (a) five percent (5 %) of such unpaid sum or (b) the maximum
amount permitted by applicable law to defray the expenses incurred by Payee in
handling and processing such delinquent payment and to compensate Payee for the
loss of the use of such delinquent payment, and such amount shall be secured by
the Loan Documents. The term "Debt" means, collectively, (i) the unpaid
principal balance of and the accrued but unpaid interest on this Note, (ii) all
other sums due, payable or reimbursable to Payee under the Loan Documents
(including, without limitation, sums due or payable by Maker for deposit into
the Tax and Insurance Escrow Fund [as defined in the Mortgage], the Replacement
Escrow Fund [as defined in the Mortgage], and any other escrows established or
required under the Loan Documents), and (iii) any and all other liabilities and
obligations of Maker under this Note or the other Loan Documents.
So long as an Event of Default exists, Payee may, at its option,
without notice or demand to Maker, declare the Debt immediately due and payable.
All remedies hereunder, under the Loan Documents and at law or in equity shall
be cumulative. In the event that it should become necessary to employ counsel to
collect the Debt or to protector foreclose the security for the Debt or to
defend against any claims asserted by Maker arising from or relate to the Loan
Documents, Maker also agrees to pay to Payee on demand all costs of collection
or defense incurred by Xxxxx, including reasonable attorneys' fees for the
services of counsel whether or not suit be brought.
Upon the occurrence of an Event of Default Maker shall pay interest on
the entire unpaid principal sum and any other amounts due under the Loan
Documents at the rate equal to the lesser of (a) the maximum rate permitted by
applicable law, or (b) the greater of (i) five percent (5%) above the Applicable
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Interest Rate or (ii) five percent (5%) above the Prime Rate (hereinafter
defined), in effect at the time of the occurrence of the Event of Default (the
"Default Rate"). The term "Prime Rate" means the prime rate reported in the
Money Rates section of The Wall Street Journal. In the event that The Wall
Street Journal should cease or temporarily interrupt publication, the term
"Prime Rate" shall mean the daily average prime rate published in another
business newspaper, or business section of a newspaper, of national standing and
general circulation chosen by Xxxxx. In the event that a prime rate is no longer
generally published or is limited, regulated or administered by a governmental
or quasi-governmental body, then Payee shall select a comparable interest rate
index which is readily available and verifiable to Maker but is beyond Payee's
control. The Default Rate shall be computed from the occurrence of the Event of
Default until the actual receipt and collection of a sum of money determined by
Payee to be sufficient to cure the Event of Default. Amounts of interest accrued
at the Default Rate shall constitute a portion of the Debt, and shall be deemed
secured by the Loan Documents. This clause, however, shall not be construed as
an agreement or privilege to extend the date of the payment of the Debt, nor as
a waiver of any other right or remedy accruing to Payee by reason of the
occurrence of any Event of Default.
The principal balance of this Note may not be prepaid in whole or in
part (except with respect to the application of casualty or condemnation
proceeds) prior to the seventh Loan Year (as hereinafter defined). During the
seventh Loan Year or at anytime thereafter, provided no Event of Default exists,
the principal balance of this Note may be prepaid, in whole but not in part
(except with respect to the application of casualty or condemnation proceeds),
on any scheduled payment date under this Note upon not less than thirty (30)
days prior written notice to Payee specifying the scheduled payment date on
which prepayment is to be made (the "Prepayment Date") and upon payment of (a)
interest accrued and unpaid on the principal balance of this Note to and
including the Prepayment Date, (b) all other sums then due under this Note, and
the other Loan Documents, and (c) a prepayment consideration in an amount equal
to the greater of (i) one percent (1%) of the outstanding principal balance of
this Note at the time of prepayment, or (ii) the present value as of the
Prepayment Date of the remaining scheduled payments of principal and interest
from the Prepayment Date through the Maturity Date (including any amount of
principal and interest that would have been payable had the Note been paid in
full on the Maturity Date) determined by discounting such payments at the
Discount Rate (as hereinafter defined) less the amount of principal being
prepaid. The term "Discount Rate" means the rate which, when compounded monthly,
is equivalent to the Treasury Rate (as hereinafter defined), when compounded
semi-annually. The term "Treasury Rate" means the yield calculated by the linear
interpolation of the yields, as reported in Federal Reserve Statistical Release
H.15-Selected Interest Rates under the heading "U.S. Government
Securities/Treasury Constant Maturities" for the week ending prior to the
Prepayment Date, of U.S. Treasury constant maturities with maturity dates (one
longer and one shorter) most nearly approximating the Maturity Date. (In the
event Release H.15 is no longer published, Payee shall select a comparable
publication to determine the Treasury Rate.) Payee shall notify Maker of the
amount and the basis of determination of the required prepayment consideration.
Notwithstanding the foregoing, Maker shall have the additional privilege to
prepay the entire principal balance of this Note (together with any other sums
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constituting the Debt) on any scheduled payment date during the six (6) months
preceding the Maturity Date (the "Open Prepayment Period") without any fee or
consideration for such privilege. If any such notice of prepayment is given, the
principal balance of this Note and the other sums required under this paragraph
shall be due and payable on the Prepayment Date. Payee shall not be obligated to
accept any prepayment of the principal balance of this Note unless it is
accompanied by the prepayment consideration due in connection therewith. The
term "Loan Year" for purposes of this paragraph means each complete 365-day
period (366 days in a leap year) after the first scheduled payment date set
forth in section 2 on page 1 of this Note.
If following the occurrence of any Event of Default, Maker shall tender
payment of an amount sufficient to satisfy the Debt at any time prior to a sale
of the Mortgaged Property, either through foreclosure or the exercise of the
other remedies available to Payee under the Mortgage, such tender by Maker shall
be deemed to be a voluntary prepayment under this Note in the amount tendered.
If at the time of such tender, prepayment of the principal balance of this Note
is not permitted, Maker shall, in addition to the entire Debt, also pay to Payee
a sum equal to interest which would have accrued on the principal balance of
this Note at the Applicable Interest Rate in effect on the date which is five
(5) days prior to the date of prepayment, from the date of such tender to the
first day of the period during which prepayment of the principal balance of this
Note would have been permitted, together with a prepayment consideration equal
to the prepayment consideration which would have been payable as of the first
day of the period during which prepayment would have been permitted. If at the
time of such tender, prepayment of the principal balance of this Note is
permitted, Maker shall, in addition to the entire Debt, also pay to Payee the
applicable prepayment consideration specified in this Note. If the prepayment
results from the application to the Debt of the casualty or condemnation
proceeds from the Mortgaged Property or is made during the Open Prepayment
Period, no prepayment consideration will be imposed. Partial prepayments of
principal resulting from the application of casualty or insurance proceeds to
the Debt shall not change the amounts of subsequent monthly installments nor
change the dates on which such installments are due, unless Payee shall
otherwise agree in writing.
It is expressly stipulated and agreed to be the intent of Maker and
Payee at all times to comply with applicable state law or applicable United
States federal law (to the extent that it permits Payee to contract for, charge,
take, reserve or receive a greater amount of interest than under state law) and
that this section shall control every other covenant and agreement in this Note
and the other Loan Documents. If the applicable law (state or federal) is ever
judicially interpreted so as to render usurious any amount called for under this
Note or under any of the other Loan Documents, or contracted for, charged,
taken, reserved or received with respect to the indebtedness evidenced by this
Note and the other Loan Documents, or if Xxxxx's exercise of the option to
accelerate the maturity of this Note, or if any prepayment by Maker results in
Maker having paid any interest in excess of that permitted by applicable law,
then it is Maker's and Xxxxx's express intent that all excess amounts
theretofore collected by Xxxxx be credited on the principal balance of this Note
(or, if this Note has been or would thereby be paid in full, refunded to Maker),
and the provisions of this Note and the other Loan Documents immediately be
deemed reformed and the amounts thereafter collectible hereunder and thereunder
reduced, without the necessity of the execution of any new document, so as to
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comply with the applicable law, but so as to permit the recovery of the fullest
amount otherwise called for hereunder and thereunder. All sums paid or agreed to
be paid to Payee for the use, forbearance and detention of the indebtedness
evidenced hereby and by the other Loan Documents shall, to the extent permitted
by applicable law, be amortized, prorated, allocated and spread throughout the
full term of such indebtedness until payment in full so that the rate or amount
of interest on account of such indebtedness does not exceed the maximum rate
permitted under applicable law from time to time in effect and applicable to the
indebtedness evidenced hereby for so long as such indebtedness remains
outstanding. Notwithstanding anything to the contrary contained herein or in any
of the other Loan Documents, it is not the intention of Payee to accelerate the
maturity of any interest that has not accrued at the time of such acceleration
or to collect unearned interest at the time of such acceleration.
Except as specifically provided in the Loan Documents, Maker and any
endorsers, sureties or guarantors hereof jointly and severally waive presentment
and demand for payment, notice of intent to accelerate maturity, notice of
acceleration of maturity, protest and notice of protest and non-payment, all
applicable exemption rights, valuation and appraisement, notice of demand, and
all other notices in connection with the delivery, acceptance, performance,
default or enforcement of the payment of this Note and the bringing of suit and
diligence in taking any action to collect any sums owing hereunder or in
proceeding against any of the rights and collateral securing payment hereof.
Maker and any surety, endorser or guarantor hereof agree (i) that the time for
any payments hereunder may be extended from time to time without notice and
consent, (ii) to the acceptance of further collateral, (iii) the release of any
existing collateral for the payment of this Note, (iv) to any and all renewals,
waivers or modifications that may be granted by Payee with respect to the
payment or other provisions of this Note, and/or (v) that additional makers,
endorsers, guarantors or sureties may become parties hereto all without notice
to them and without in any manner affecting their liability under or with
respect to this Note. No extension of time for the payment of this Note or any
installment hereof shall affect the liability of Maker under this Note or any
endorser or guarantor hereof even though the Maker or such endorser or guarantor
is not a party to such agreement.
Failure of Payee to exercise any of the options granted herein to Payee
upon the happening of one or more of the events giving rise to such options
shall not constitute a waiver of the right to exercise the same or any other
option at any subsequent time in respect to the same or any other event. The
acceptance by Payee of any payment hereunder that is less than payment in full
of all amounts due and payable at the time of such payment shall not constitute
a waiver of the right to exercise any of the options granted herein to Payee at
that time or at any subsequent time or nullify any prior exercise of any such
option without the express written acknowledgment of the Payee.
Notwithstanding anything in the Loan Documents to the contrary, but
subject to the qualifications below, Payee and Maker agree that:
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(A) Maker shall be liable upon the Debt and for the other obligations
arising under the Loan Documents to the full extent (but only to
the extent) of the security therefor, the same being all
properties (whether real or personal), rights, estates and
interests now or at any time hereafter securing the payment of
the Debt and/or the other obligations of Maker under the Loan
Documents (collectively with the Mortgaged Property, the
"Security Property"), provided, however, in the event (i) of
fraud or material misrepresentation by Maker or guarantors in
connection with the loan evidenced by this Note, or (ii) the
first full monthly payment on the Note is not paid when due, the
limitation on recourse set forth in this section (A) will be null
and void and completely inapplicable, and this Note shall be with
full recourse to Maker;
(B) if a default occurs in the timely and proper payment of all or
any part of the Debt, any judicial proceedings brought by Payee
against Maker shall be limited to the preservation, enforcement
and foreclosure, or any thereof, of the liens, security titles,
estates, assignments, rights and security interests now or at any
time hereafter securing the payment of the Debt and/or the other
obligations of Maker under the Loan Documents, and no attachment,
execution or other writ of process shall be sought, issued or
levied upon any assets, properties or funds of Maker other than
the Security Property, except with respect to the liability
described in section (A) above and in section (C) below; and
(C) in the event of a foreclosure of such liens, security titles,
estates, assignments, rights or security interests securing the
payment of the Debt, no judgment for any deficiency upon the Debt
shall be sought or obtained by Payee against Maker, except with
respect to the liability described in section (A) above and below
in this section (C); provided that, notwithstanding the foregoing
provisions of this section, nothing contained therein shall in
any manner or way release, affect or impair the right of Payee to
recover, and Maker shall be fully and personally liable and
subject to legal action for any loss, cost, expense, damage,
claim or other obligation (including without limitation
reasonable attorneys' fees and court costs) incurred or suffered
by Payee arising out of or in connection with the following:
1. any breach of the Environmental Agreement, including the
indemnification provisions contained therein;
2. Maker's failure to obtain Xxxxx's prior written consent to
(a) any subordinate financing or any other encumbrance on
the Mortgaged Property, or (b) any transfer of the Mortgaged
Property or majority ownership in Maker in violation of the
Mortgage;
3. any litigation or other legal proceeding related to the Debt
that delays or impairs Payee's ability to preserve, enforce
or foreclose its lien on the Security Property, including,
but not limited to, the filing of a voluntary or involuntary
petition concerning Maker under 11 U.S.C. ss. 101 et seq.
(the "Bankruptcy Code"), in which action a claim, counter-
claim, or defense is asserted against Payee, other than any
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litigation or other legal proceeding in which a final,
non-appealable judgment for money damages or injunctive
relief is entered against Payee;
4. Maker's failure to pay required taxes, assessments, and
insurance premiums payable with respect to the Mortgaged
Property or to maintain the required escrows therefor, to
the extent that monies are not paid by Maker in escrow for
the payment of such amounts, except for any amounts
applicable to the period after foreclosure of Payee's lien
on the Mortgaged Property, or the delivery by Maker of a
deed to the Mortgaged Property in lieu of foreclosure (which
deed has been accepted by Payee in writing), or the
appointment of a receiver for the Mortgaged Property;
5. the gross negligence or willful misconduct of Maker, its
agents, affiliates, officers or employees which causes or
results in a diminution, or loss of value, of the Security
Property that is not reimbursed by insurance or which gross
negligence or willful misconduct exposes Payee to claims,
liability or costs of defense in any litigation or other
legal proceeding;
6. the seizure or forfeiture of the Security Property, or any
portion thereof, or Xxxxx's interest therein, resulting from
criminal wrongdoing by any person or entity other than Payee
under any federal, state or local law;
7. (a) any physical waste of the Mortgaged Property caused by
the intentional or grossly negligent act(s) or omissions) of
Maker, its agents, affiliates, officers and employees, (b)
the failure by Maker to maintain, repair or restore any part
of the Mortgaged Property as may be required by the Mortgage
or any of the other Loan Documents to the extent of all
gross revenues that have been generated by the Mortgaged
Property following the date which is eighteen (I 8) months
prior to notice to Maker from Payee of such failure to
maintain, repair or restore any part of the Mortgaged
Property and that have not been applied to pay any portion
of the Debt, reasonable and customary operating expenses and
capital expenditures for the Mortgaged Property paid to
third parties not affiliated (directly or indirectly) with
Maker, taxes and insurance premiums for the Mortgaged
Property and escrows deposited with Payee, or (c) the
removal or disposal of any portion of the Mortgaged Property
after an Event of Default under the Loan Documents to the
extent such Mortgaged Property is not replaced by Maker with
like property of equivalent value, function and design;
8. Maker's misapplication or conversion of any insurance
proceeds paid by reason of any loss, damage or destruction
to the Mortgaged Property and any awards or amounts received
in connection with the condemnation of all or a portion of
the Mortgaged Property and not used by Maker for restoration
or repair of the Mortgaged Property;
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9. Maker's failure to pay in accordance with the terms of the
Mortgage any charges for lab6r or materials or other charges
for work performed or materials furnished prior to
foreclosure that can create liens on any portion of the
Mortgaged Property, to the extent of the amount rightfully
claimed by the lien claimant, or found in any legal
proceeding to be owed to the lien claimant, and not so paid;
10. Maker's failure to deliver any security deposits collected
with respect to the Mortgaged Property to Payee or any other
party entitled to receive such security deposits under the
Loan Documents, following an Event of Default; and
11. any rents (including advanced or prepaid rents), issues,
profits, accounts or other amounts generated by or related
to the Mortgaged Property attributable to, or accruing after
an Event of Default, which amounts were collected by Maker
or its property manager and not turned over to the Payee or
used to pay unaffiliated third parties for reasonable and
customary operating expenses and capital expenditures for
the Mortgaged Property, taxes and insurance premiums with
respect to the Mortgaged Property and any other amounts
required to be paid under the Loan Documents with respect to
the Mortgaged Property.
References to particular sections of the Loan Documents shall be deemed
references to such sections as affected by other provisions of the Loan
Documents relating thereto. Nothing contained in the foregoing sections (A), (B)
or (C) shall (1) be deemed to be a release or impairment of the Debt or the lien
of the Loan Documents upon the Security Property, or (2) preclude Payee from
foreclosing under the Loan Documents in case of any default or from enforcing
any of the other rights of Payee, including naming Maker as a party defendant in
any action or suit for foreclosure and sale under the Mortgage, or obtaining the
appointment of a receiver, except as stated in this section, or (3) limit or
impair in any way whatsoever the Guaranty (the "Guaranty") of even date executed
and delivered in connection with the indebtedness evidenced by this Note or
release, relieve, reduce, waive or impair in any way whatsoever, any obligation
of any party to the Guaranty.
Nothing herein shall be deemed to be a waiver of any right which Payee
may have under Sections 506(a), 506(b), 1111(b) or any other provisions of the
Bankruptcy Code to file a claim for the full amount of the Debt secured by the
Loan Documents or to require that all collateral shall continue to secure all of
the Debt owing to Payee in accordance with this Ncte and the other Loan
Documents.
Maker (and the undersigned representative of Maker, if any) represents
that Maker has full power, authority and legal right to execute, deliver and
perform its obligations pursuant to this Note and the other Loan Documents and
that this Note and the other Loan Documents constitute legal, valid and binding
obligations of Maker. Maker further represents that the loan evidenced by the
Loan Documents was made for business or commercial purposes and not for
personal, family or household use.
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All notices or other communications required or permitted to be given
pursuant hereto shall be given in the manner and be effective as specified in
the Mortgage, directed to the parties at their respective addresses as provided
therein.
Payee shall have the unrestricted right at any time or from time to
time to sell this Note and the loan evidenced by this Note and the Loan
Documents or participation interests therein. Maker shall execute, acknowledge
and deliver any and all instruments requested by Xxxxx to satisfy such
purchasers or participants that the unpaid indebtedness evidenced by this Note
is outstanding upon the terms and provisions set out in this Note and the other
Loan Documents. To the extent, if any specified in such assignment or
participation, such assignee(s) or participant(s) shall have the rights and
benefits with respect to this Note and the other Loan Documents as such
assignee(s) or participant(s) would have if they were the Payee hereunder.
MAKER 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 TEaS NOTE OR THE
OTHER LOAN DOCUMENTS, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN
CONNECTION THEREWITH INCLUDING, BUT NOT LIMITED TO THOSE RELATING TO (A)
ALLEGATIONS THAT A PARTNERSHIP EXISTS BETWEEN PAYEE AND MAKER; (B) USURY OR
PENALTIES OR DAMAGES THEREFOR; (C) ALLEGATIONS OF UNCONSCIONABLE ACTS, DECEPTIVE
TRADE PRACTICE, LACK OF GOOD FAITH OR FAIR DEALING, LACK OF COMMERCIAL
REASONABLENESS, OR SPECIAL RELATIONSHIPS (SUCH AS FIDUCIARY, TRUST OR
CONFIDENTIAL RELATIONSHIP); (D) ALLEGATIONS OF DOMINION, CONTROL, ALTER EGO,
INSTRUMENTALITY, FRAUD, REAL ESTATE FRAUD, MISREPRESENTATION, DURESS, COERCION,
UNDUE INFLUENCE, INTERFERENCE OR NEGLIGENCE; (E) ALLEGATIONS OF TORTIOUS
INTERFERENCE WITH PRESENT OR PROSPECTIVE BUSINESS RELATIONSHIPS OR OF ANTITRUST;
OR SLANDER, LIBEL OR DAMAGE TO REPUTATION, THIS WAIVER OF RIGHT TO TRIAL BY JURY
IS GIVEN KNOWINGLY AND VOLUNTARILY BY MAKER, AND IS INTENDED TO ENCOMPASS
INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WE[[CH THE RIGHT TO A TRIAL BY
JURY WOULD OTHERWISE ACCRUE, PAYEE IS HEREBY AUTHORIZED TO FILE A COPY OF THIS
PARAGRAPH IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY MAKER.
THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE IN WHICH THE REAL PROPERTY ENCUMBERED BY THE MORTGAGE IS
LOCATED (WITHOUT REGARD TO ANY CONFLICT OF LAWS PRINCIPLES) AND THE APPLICABLE
LAWS OF THE UNITED STATES OF AMERICA, MAKER HEREBY IRREVOCABLY SUBMITS TO THE
JURISDICTION OF ANY COURT OF COMPETENT JURISDICTION LOCATED IN THE STATE IN
CORPAUS:48279.1 31942-00001
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WHICH THE MORTGAGED PROPERTY IS LOCATED IN CONNECTION WITH ANY PROCEEDING OUT OF
OR RELATING TO THIS NOTE.
THE PROVISIONS OF THIS NOTE AND THE LOAN DOCUMENTS MAY BE AMENDED OR
REVISED ONLY BY AN INSTRUMENT IN WRITING SIGNED BY THE MAKER AND PAYEE. THIS
NOTE AND ALL THE OTHER LOAN DOCUMENTS EMBODY THE FINAL, ENTIRE AGREEMENT OF
MAKER AND PAYEE AND SUPERSEDE ANY AND ALL PRIOR COMMITMENTS, AGREEMENTS,
REPRESENTATIONS AND UNDERSTANDINGS, WHETHER WRITTEN OR ORAL, RELATING TO THE
SUBJECT MATTER HEREOF AND THEREOF AND MAY NOT BE CONTRADICTED OR VARIED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OR DISCUSSIONS
OF MAKER AND PAYEE, THERE ARE NO ORAL AGREEMENTS BETWEEN MAKER AND PAYEE.
Executed as of the day and year first above written.
MAKER:
LA PORTE PROPERTIES, L.L.C.,
a Texas limited liability company
By: /s/Xxxxxxx X. Xxxx
-----------------------------------
Xxxxxxx X. Xxxx
Title: Managing Member
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