LAWS OF THE STATE OF TEXAS
WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF, EXCEPT TO
THE EXTENT PERFECTION AND THE EFFECT OF PERFECTION OR NON-PERFECTION OF THE
SECURITY INTEREST GRANTED HEREUNDER, IN RESPECT OF ANY PARTICULAR COLLATERAL,
ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF TEXAS.
NOTWITHSTANDING THE FOREGOING, IN THE EVENT THAT ANY COURT SHOULD DETERMINE
THAT THIS ACCOUNT PURCHASE TRANSACTION IS A LOAN OR THAT ANY OF THE DISCOUNTS OR
FEES SET FORTH HEREIN ARE INTEREST, OR A CHARGE FOR THE USE, FOREBEARANCE OR
DETENTION OF MONEY, THEN AND IN SUCH EVENT, THE LAWS OF THE STATE OF ARIZONA, AS
FAR AS THE MAXIMUM SALE OF INTEREST AND USURY, SHALL APPLY.
MCF IS A
WHOLLY﷓OWNED SUBSIDIARY OF MERIDIAN BANK, N.A., WHICH HAS ITS HOME OFFICE IN
ARIZONA.
THEREFORE, TEXAS LAWS AND THE LAWS OF OTHER STATES, EXCEPT ARIZONA,
ARE PREEMPTED BY THE NATIONAL BANK ACT, 12 U.S.C. §§ 21, ET SEQ., AND THE
REGULATIONS PROMULGATED THEREUNDER.
ACCORDINGLY, THE LAWS OF THE STATE OF
ARIZONA IN EFFECT AS OF THE DATE OF EXECUTION OF THE AGREEMENT REGARDING MAXIMUM
RATES OF INTEREST AND USURY, A.R.S. §§ 44 - 1201, ET SEQ., (AS AMENDED FROM TIME
TO TIME) SHALL GOVERN THIS AGREEMENT. THIS AGREEMENT IS PERFORMABLE BY THE
PARTIES IN TARRANT COUNTY, TEXAS.
SELLER AND MCF EACH AGREE THAT THE STATE
COURTS OF TARRANT COUNTY, TEXAS SHALL BE THE EXCLUSIVE VENUE FOR LITIGATION OF
ANY DISPUTE OR CLAIM ARISING UNDER OR RELATING TO THIS AGREEMENT, AND THAT SUCH
COUNTY IS A CONVENIENT FORUM IN WHICH TO DECIDE ANY SUCH DISPUTE OR CLAIM.
SELLER AND MCF EACH CONSENT TO THE PERSONAL JURISDICTION OF THE STATE COURTS
LOCATED IN TARRANT COUNTY, TEXAS FOR THE LITIGATION OF ANY SUCH DISPUTE OR
CLAIM.
SELLER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY
OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF
8
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.
17.
Waiver of Jury Trial.
SELLER AND MCF EACH HEREBY IRREVOCABLY WAIVES, TO THE
MAXIMUM EXTENT PERMITTED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN
RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT OF,
UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION CONTEMPLATED
HEREBY OR ASSOCIATED HEREWITH.
18.
Amendments; Waivers.
This Agreement may be amended only in writing signed by
the parties hereto.
No failure on the part of MCF to exercise, and no delay by
MCF in exercising, and no course of dealing by MCF with respect to, any right,
power or privilege under this Agreement shall operate as a waiver thereof, nor
shall any single or partial exercise of any right, power or privilege hereunder
by MCF preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.
The