TO A LENDER THAT BECOMES A PARTY TO
THIS AGREEMENT PURSUANT TO AN ASSIGNMENT MADE IN ACCORDANCE WITH SECTION 13.8,
IN THE ASSIGNMENT AND ACCEPTANCE EXECUTED BY IT); OR, AS TO ANY PARTY, AT SUCH
OTHER ADDRESS AS SHALL BE DESIGNATED BY SUCH PARTY IN A NOTICE TO EACH OTHER
PARTY GIVEN IN ACCORDANCE WITH THIS SECTION 13.13.
EXCEPT AS OTHERWISE PROVIDED
IN THIS AGREEMENT, ALL SUCH COMMUNICATIONS SHALL BE DEEMED TO HAVE BEEN DULY
GIVEN WHEN TRANSMITTED BY TELECOPY OR PERSONALLY DELIVERED OR, IN THE CASE OF A
MAILED NOTICE, UPON RECEIPT, IN EACH CASE GIVEN OR ADDRESSED AS AFORESAID;
PROVIDED, HOWEVER, THAT NOTICES TO THE ADMINISTRATIVE AGENT SHALL BE DEEMED
GIVEN WHEN RECEIVED BY THE ADMINISTRATIVE AGENT.
SECTION 13.14
GOVERNING LAW; SUBMISSION TO JURISDICTION; SERVICE OF
PROCESS.
EXCEPT AS MAY BE EXPRESSLY STATED TO THE CONTRARY IN CERTAIN LOAN
DOCUMENTS, THIS AGREEMENT, THE NOTES AND THE OTHER LOAN DOCUMENTS SHALL BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS
(WITHOUT REGARD TO CONFLICTS OF LAWS PRINCIPLES) AND APPLICABLE LAWS OF THE
U.S.
F.Y.I. AND EACH OF ITS SUBSIDIARIES HEREBY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF EACH OF (1) THE U.S. DISTRICT COURT FOR THE NORTHERN DISTRICT OF
TEXAS AND (2) ANY TEXAS STATE COURT SITTING IN DALLAS COUNTY, TEXAS FOR THE
PURPOSES OF ALL LEGAL PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT,
ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
EACH OF F.Y.I. AND EACH OF ITS SUBSIDIARIES HEREBY IRREVOCABLY CONSENTS TO THE
SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE MAILING
OF COPIES OF SUCH PROCESS TO SUCH PERSON AT ITS ADDRESS SET FORTH UNDERNEATH ITS
SIGNATURE HERETO.
EACH OF F.Y.I. AND EACH OF ITS SUBSIDIARIES HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH
IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH PROCEEDING
BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH PROCEEDING BROUGHT IN SUCH A
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
SECTION 13.15
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.
SECTION 13.16
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT HELD BY A
COURT OF COMPETENT JURISDICTION TO BE INVALID OR UNENFORCEABLE SHALL NOT IMPAIR
OR INVALIDATE THE REMAINDER OF THIS AGREEMENT AND THE EFFECT THEREOF SHALL BE
CONFINED TO THE PROVISION HELD TO BE INVALID OR ILLEGAL.
SECTION 13.17
HEADINGS.
THE HEADINGS, CAPTIONS AND ARRANGEMENTS USED IN
THIS AGREEMENT ARE FOR CONVENIENCE ONLY AND SHALL NOT AFFECT THE INTERPRETATION
OF THIS AGREEMENT.
SECTION 13.18
CONSTRUCTION.
EACH OF F.Y.I. AND EACH OF ITS
SUBSIDIARIES, THE ADMINISTRATIVE AGENT AND EACH LENDER ACKNOWLEDGES THAT IT HAS
HAD THE BENEFIT OF LEGAL COUNSEL OF ITS OWN CHOICE AND HAS BEEN AFFORDED AN
OPPORTUNITY TO REVIEW THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS WITH