COUNTY, TEXAS, OR IN THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT
OF TEXAS, HOUSTON DIVISION (COLLECTIVELY, THE "SPECIFIED COURTS").
MAKER,
PARENT, PAYMENT AGENT AND EACH PAYEE HEREBY IRREVOCABLY SUBMIT TO THE EXCLUSIVE
JURISDICTION OF THE STATE AND FEDERAL COURTS OF THE STATE OF TEXAS.
MAKER,
PARENT, PAYMENT AGENT AND EACH PAYEE HEREBY IRREVOCABLY WAIVE, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH THEY MAY NOW OR HEREAFTER HAVE TO
THE LAYING OF VENUE OF ANY SUIT, ACTION OR PROCEEDING ARISING OUT OF OR RELATING
TO THIS NOTE BROUGHT IN ANY SPECIFIED COURT, AND HEREBY FURTHER IRREVOCABLY
WAIVE ANY CLAIMS THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH
COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
THIS NOTE SHALL BE GOVERNED BY
AND CONSTRUED IN ACCORDANCE WITH THE APPLICABLE LAWS OF THE STATE OF TEXAS AND
THE UNITED STATES OF AMERICA FROM TIME TO TIME IN EFFECT.
14.
TRANSFERABILITY.
BY ACCEPTING THIS NOTE,
PAYMENT AGENT AND EACH PAYEE AGREES THAT ITS INTEREST IN THIS NOTE (I) MAY BE
TRANSFERRED TO A PERSON CONTROLLED BY OR UNDER COMMON CONTROL WITH THE PAYMENT
AGENT OR SUCH PAYEE WITHOUT CONSENT OF COMPASS BANK, MAKER OR PARENT AND (II)
MAY BE SOLD ASSIGNED OR OTHERWISE DISPOSED OF (EACH OF (I) AND (II), A
"DISPOSITION"), WHETHER VOLUNTARY, INVOLUNTARY OR BY OPERATION OF LAW, SUBJECT,
HOWEVER TO OBTAINING THE PRIOR WRITTEN CONSENT OF COMPASS BANK, WHICH CONSENT
SHALL NOT BE UNREASONABLY WITHHELD.
THE FOREGOING LIMITATIONS ON DISPOSITIONS
WILL TERMINATE UPON THE TERMINATION OR EXPIRATION OF THE SUBORDINATION
AGREEMENT.
ANY ATTEMPTED DISPOSITION OF ALL OR
7
ANY PORTION OF THIS NOTE IN VIOLATION OF THIS SECTION 14 SHALL BE, AND IS HEREBY
DECLARED, NULL AND VOID AB INITIO.
NOTHING HEREIN SHALL PREVENT A PAYEE FROM
PLEDGING SUCH PAYEE'S INTEREST IN THIS NOTE TO SECURE THE PAYMENT OF
INDEBTEDNESS.
HOWEVER, THE SECURITY INTEREST HELD BY EACH PLEDGEE OF THIS NOTE
SHALL BE OWNED BY SUCH PLEDGEE SUBJECT TO THE PROVISIONS OF THIS NOTE AND SUCH
PLEDGEE SHALL NOT SELL, ASSIGN OR OTHERWISE DISPOSE OF THIS NOTE UNLESS ALL
PROVISIONS OF THIS NOTE HAVE BEEN COMPLIED WITH IN ALL RESPECTS, INCLUDING,
WITHOUT LIMITATION, THE PROVISIONS OF SECTION 14 HEREOF.
NEITHER THIS NOTE NOR
MAKER'S OBLIGATIONS HEREUNDER MAY BE ASSIGNED TO ANY OTHER PERSON OR ENTITY
WITHOUT THE PRIOR WRITTEN CONSENT OF PAYEE, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD; PROVIDED, THAT IF PAYMENT AGENT HAS EXERCISED ITS
ACCELERATION RIGHTS UNDER SECTION 7(A) OF THIS NOTE, THEN MAKER SHALL NOT BE
PERMITTED TO ASSIGN THIS NOTE.
15.
SUCCESSORS AND ASSIGNS.
THIS NOTE AND ALL
THE COVENANTS AND AGREEMENTS CONTAINED HEREIN SHALL BE BINDING UPON, AND SHALL
INURE TO THE BENEFIT OF, THE RESPECTIVE LEGAL REPRESENTATIVES, HEIRS, SUCCESSORS
AND ASSIGNS OF MAKER, PAYMENT AGENT, EACH PAYEE AND, FOR PURPOSES OF SECTION 6
ONLY, PARENT.
16.
SEVERABILITY.
IF ANY PROVISION OF THIS NOTE
IS HELD TO BE ILLEGAL, INVALID OR UNENFORCEABLE UNDER PRESENT OR FUTURE LAWS,
THE LEGALITY, VALIDITY AND ENFORCEABILITY OF THE REMAINING PROVISIONS