#3900
Dallas, Texas 75201
Attn: Timothy R. Vaughn
To Lender:
The F&M Bank & Trust Company
14185 Dallas Parkway, Suite 140
Dallas, Texas 75254
Attention: David J. Broussard, Senior Vice-President
or such other address as shall be set forth in a notice from the appropriate
party given in compliance with this Section 10.8. Any such notice, consent or
other communication shall be deemed given when delivered in person or, if
mailed, when duly deposited in the mails.
10.9. Applicable Law. THIS AGREEMENT, THE NOTE AND THE OTHER LOAN
DOCUMENTS SHALL BE DEEMED TO HAVE BEEN MADE AND TO BE PERFORMABLE IN DALLAS,
DALLAS COUNTY, TEXAS, AND SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF TEXAS.
10.10. Jurisdiction, Venue.
ANY SUIT, ACTION OR PROCEEDING AGAINST BORROWER OR GUARANTOR WITH
RESPECT TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS, OR ANY JUDGMENT
ENTERED BY ANY COURT IN RESPECT OF ANY THEREOF WILL BE BROUGHT IN THE DISTRICT
COURTS OF DALLAS COUNTY, TEXAS OR THE UNITED STATES DISTRICT COURT FOR THE
NORTHERN DISTRICT OF TEXAS, AS LENDER (IN ITS SOLE DISCRETION) MAY ELECT, AND
BORROWER AND GUARANTOR HEREBY ACCEPT THE EXCLUSIVE JURISDICTION OF THOSE COURTS
FOR THE PURPOSE OF ANY SUIT, ACTION OR PROCEEDING.
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IN ADDITION, BORROWER AND GUARANTOR HEREBY IRREVOCABLY WAIVE, TO THE
FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE TO THIS AGREEMENT OR ANY OF THE OTHER LOAN DOCUMENTS
BROUGHT IN THE STATE OF TEXAS, AND HEREBY FURTHER IRREVOCABLY WAIVE ANY CLAIM OF
ANY SUIT, ACTION OR PROCEEDING BROUGHT IN THE DISTRICT COURTS IN DALLAS COUNTY,
TEXAS THAT MAY HAVE BEEN BROUGHT IN THE INCONVENIENT FORUM. SHOULD ANY SUCH
SUIT, ACTION OR PROCEEDING BE PENDING IN MORE THAN ONE FORUM, LENDER'S CHOICE OF
FORUM SHALL BE CONCLUSIVE.
10.11. WAIVER OF JURY TRIAL. IN THE EVENT LITIGATION SHOULD ARISE OUT OF
THE TRANSACTIONS CONTEMPLATED BY ANY OF THE LOAN DOCUMENTS OR ANY OTHER MATTER
RELATED THERETO WHATSOEVER OR IN CONNECTION WITH ANY COURSE OF CONDUCT, COURSE
OF DEALING, STATEMENTS (WHETHER ORAL OR WRITTEN) OR ACTIONS OR INACTIONS BY
LENDER, IT IS HEREBY STIPULATED AND AGREED BY BORROWER AND GUARANTOR THAT THEY
SHALL WAIVE AND DO HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE ALL
RIGHTS TO DEMAND A TRIAL OF ANY SUCH MATTER BY OR BEFORE A JURY. THIS PROVISION
IS A MATERIAL INDUCEMENT TO LENDER TO COMMIT TO MAKE THE LOAN.
10.12. RELIEF FROM AUTOMATIC STAY. AS A MATERIAL INDUCEMENT AND AS
FURTHER CONSIDERATION TO INDUCE LENDER TO MAKE THE LOAN, BORROWER AND GUARANTOR
HEREBY STIPULATE, AGREE, CONSENT TO AND ACKNOWLEDGE THAT IN THE EVENT THAT A
PROCEEDING UNDER TITLE 11 OF THE U.S. CODE IS COMMENCED, EITHER VOLUNTARY OR
INVOLUNTARY, BY OR AGAINST BORROWER OR GUARANTOR, LENDER IS ENTITLED TO
IMMEDIATE RELIEF FROM ANY AUTOMATIC STAY IMPOSED UNDER SECTION 362 OF TITLE 11
OF THE U.S. CODE, AS AMENDED, OR OTHERWISE, ON OR AGAINST THE EXERCISE OF THE
RIGHTS AND