ON BEHALF OF THEM PURSUANT TO THIS
AGREEMENT OR WHICH HAS BEEN DELIVERED TO SUCH BANK BY THEM IN CONNECTION WITH
SUCH BANK'S CREDIT EVALUATION PRIOR TO ENTERING INTO THIS AGREEMENT (I) TO ANY
PARTICIPANT OR PURCHASER (EACH A "TRANSFEREE"); AND (II) WITH THE PRIOR CONSENT
OF EACH BORROWER, TO ANY PROSPECTIVE TRANSFEREE.
(F)
NO TRANSFEREE (INCLUDING FOR THIS PURPOSE A DIFFERENT LENDING
OFFICE OF A BANK) SHALL BE ENTITLED TO RECEIVE ANY GREATER PAYMENT UNDER THIS
AGREEMENT THAN THE TRANSFEROR BANK WOULD HAVE BEEN ENTITLED TO RECEIVE WITH
RESPECT TO THE RIGHTS ASSIGNED, UNLESS SUCH ASSIGNMENT IS MADE WITH THE PRIOR
WRITTEN CONSENT OF EACH BORROWER OR BY REASON OF THE PROVISIONS REFERRED TO IN
SECTION 9.5 REGARDING THE DESIGNATION OF A DIFFERENT LENDING OFFICE UNDER
CERTAIN CIRCUMSTANCES.
(G)
NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS SECTION 10.7, NO
TRANSFER OR ASSIGNMENT OF THE INTERESTS OR OBLIGATIONS OF ANY BANK HEREUNDER OR
ANY GRANT OF PARTICIPATIONS THEREIN SHALL BE PERMITTED IF SUCH TRANSFER,
ASSIGNMENT OR GRANT WOULD REQUIRE ANY BORROWER TO FILE A REGISTRATION STATEMENT
WITH THE SECURITIES AND EXCHANGE COMMISSION OR TO QUALIFY THE LOANS UNDER THE
"BLUE SKY" LAWS OF ANY STATE.
(H)
EACH BANK INITIALLY PARTY TO THIS AGREEMENT HEREBY REPRESENTS, AND
EACH PERSON THAT BECOMES A BANK PURSUANT TO AN ASSIGNMENT PERMITTED BY SECTION
10.7(D) WILL, UPON ITS BECOMING PARTY TO THIS AGREEMENT, REPRESENT THAT IT IS A
QUALIFIED BANK, AND THAT IT WILL MAKE OR ACQUIRE LOANS ONLY FOR ITS OWN ACCOUNT
IN THE ORDINARY COURSE OF ITS BUSINESS; PROVIDED, HOWEVER, THAT SUBJECT TO THE
PRECEDING PROVISIONS OF THIS SECTION 10.7, THE DISPOSITION OF ANY PROMISSORY
NOTES OR OTHER EVIDENCES OF OR INTERESTS IN OBLIGATIONS HELD BY IT SHALL AT ALL
TIMES BE WITHIN ITS EXCLUSIVE CONTROL.
SECTION 10.8
MAXIMUM INTEREST RATE.
IT IS THE INTENT OF THE PARTIES
HERETO THAT EACH OF THE AGENT AND THE BANKS (COLLECTIVELY, THE "FINANCING
PARTIES"), AND EACH BORROWER IN THE EXECUTION, DELIVERY AND PERFORMANCE OF ALL
LOAN DOCUMENTS, THE TRANSACTIONS PROVIDED FOR THEREIN AND CONTEMPLATED THEREBY,
AND ALL MATTERS INCIDENTAL AND RELATED THERETO AND ARISING THEREFROM, SHALL
COMPLY AND CONFORM STRICTLY WITH APPLICABLE LAW FROM TIME TO TIME IN EFFECT,
INCLUDING WITHOUT LIMITATION, USURY LAWS.
IN FURTHERANCE THEREOF, THE FINANCING
PARTIES AND EACH BORROWER STIPULATE AND AGREE THAT NONE OF THE TERMS AND
PROVISIONS CONTAINED IN, OR PERTAINING TO,
51
the Loan Documents shall ever be construed to create a contract to pay for the
use or forbearance or detention of money with interest at a rate or in an amount
in excess of the Maximum Rate or maximum amount of interest permitted or allowed
to be contracted for, charged, received, taken or reserved under said Laws.
For
purposes of each Loan Document, (i) "interest" shall include the aggregate of
all amounts which constitute or are deemed to constitute interest under the Laws
of the State of Texas or, to the extent they may apply, the federal Laws of the
United States of America, that are contracted