GREATEST EXTENT PERMITTED
UNDER APPLICABLE LAW, (I) CHARACTERIZE ANY NON-PRINCIPAL PAYMENT AS AN EXPENSE,
FEE OR PREMIUM RATHER THAN AS INTEREST, (II) EXCLUDE VOLUNTARY PREPAYMENTS AND
THE EFFECTS THEREOF, AND (III) AMORTIZE, PRORATE, ALLOCATE, AND SPREAD THE TOTAL
AMOUNT OF INTEREST THROUGHOUT THE ENTIRE CONTEMPLATED TERM OF THE INSTRUMENTS
EVIDENCING THE OBLIGATIONS IN ACCORDANCE WITH THE AMOUNTS OUTSTANDING FROM TIME
TO TIME THEREUNDER AND THE MAXIMUM LEGAL RATE OF INTEREST FROM TIME TO TIME IN
EFFECT UNDER APPLICABLE LAW IN ORDER TO LAWFULLY CHARGE THE MAXIMUM AMOUNT OF
INTEREST PERMITTED UNDER APPLICABLE LAW.
IN THE EVENT APPLICABLE LAW PROVIDES
FOR AN INTEREST CEILING UNDER CHAPTER 303 OF THE TEXAS FINANCE CODE, AS AMENDED,
FOR THAT DAY, THE CEILING SHALL BE THE "WEEKLY CEILING" AS DEFINED IN THE TEXAS
FINANCE CODE, PROVIDED THAT IF ANY APPLICABLE LAW PERMITS GREATER INTEREST, THE
LAW PERMITTING THE GREATEST INTEREST SHALL APPLY AND SHALL BE USED WHEN
APPROPRIATE IN DETERMINING THE HIGHEST LAWFUL RATE.
AS USED IN THIS SECTION THE
TERM "APPLICABLE LAW" MEANS THE LAWS OF THE STATE OF TEXAS OR THE LAWS OF THE
UNITED STATES OF AMERICA, WHICHEVER LAWS ALLOW THE GREATER INTEREST, AS SUCH
LAWS NOW EXIST OR MAY BE CHANGED OR AMENDED OR COME INTO EFFECT IN THE FUTURE.
10.11
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN ONE OR MORE
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
THIS AGREEMENT MAY BE
DULY EXECUTED BY FACSIMILE OR OTHER ELECTRONIC TRANSMISSION.
10.12
INTEGRATION.
THIS AGREEMENT, TOGETHER WITH THE OTHER LOAN DOCUMENTS,
COMPRISES THE COMPLETE AND INTEGRATED AGREEMENT OF THE PARTIES ON THE SUBJECT
MATTER HEREOF AND THEREOF AND SUPERSEDES ALL PRIOR AGREEMENTS, WRITTEN OR ORAL,
ON SUCH SUBJECT MATTER.
IN THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF
THIS AGREEMENT AND THOSE OF ANY OTHER LOAN DOCUMENT, THE PROVISIONS OF THIS
AGREEMENT SHALL CONTROL; PROVIDED THAT THE INCLUSION OF SUPPLEMENTAL RIGHTS OR
REMEDIES IN FAVOR OF THE ADMINISTRATIVE AGENT OR THE LENDERS IN ANY OTHER LOAN
DOCUMENT SHALL NOT BE DEEMED A CONFLICT WITH THIS AGREEMENT.
EACH LOAN DOCUMENT
WAS DRAFTED WITH THE JOINT PARTICIPATION OF THE RESPECTIVE PARTIES THERETO AND
SHALL BE CONSTRUED NEITHER AGAINST NOR IN FAVOR OF ANY PARTY, BUT RATHER IN
ACCORDANCE WITH THE FAIR MEANING THEREOF.
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10.13
SURVIVAL OF REPRESENTATIONS AND WARRANTIES. ALL REPRESENTATIONS AND
WARRANTIES MADE HEREUNDER AND IN ANY OTHER LOAN DOCUMENT OR OTHER DOCUMENT
DELIVERED PURSUANT HERETO OR THERETO OR IN CONNECTION HEREWITH OR THEREWITH
SHALL SURVIVE THE EXECUTION AND DELIVERY HEREOF AND THEREOF.
SUCH
REPRESENTATIONS AND WARRANTIES HAVE BEEN OR WILL BE RELIED UPON BY THE
ADMINISTRATIVE AGENT AND EACH LENDER, REGARDLESS OF ANY INVESTIGATION MADE BY
THE ADMINISTRATIVE AGENT OR ANY LENDER OR ON THEIR BEHALF AND NOTWITHSTANDING
THAT THE ADMINISTRATIVE AGENT OR ANY LENDER MAY HAVE HAD NOTICE OR KNOWLEDGE OF
ANY DEFAULT AT THE TIME OF ANY CREDIT EXTENSION, AND SHALL CONTINUE IN FULL
FORCE AND EFFECT AS LONG AS ANY LOAN OR