AGREEMENT
AND THE
NOTES
SHALL BE
GOVERNED
BY,
AND
CONSTRUED
IN
ACCORDANCE
WITH,
THE LAWS OF THE
STATE OF TEXAS
EXCEPT TO THE
EXTENT THAT
UNITED
STATES
FEDERAL
LAW
PERMITS
ANY LENDER TO CONTRACT
FOR,
CHARGE, RECEIVE, RESERVE OR TAKE INTEREST AT THE RATE ALLOWED BY THE LAWS OF THE
STATE WHERE SUCH LENDER IS LOCATED. CHAPTER 346 OF THE TEXAS FINANCE CODE (WHICH
REGULATES
CERTAIN
REVOLVING
CREDIT
LOAN
ACCOUNTS
AND
REVOLVING
TRI-PARTY
ACCOUNTS) SHALL NOT APPLY TO THIS AGREEMENT OR THE NOTES.
(b) ANY
LEGAL
ACTION OR
PROCEEDING
WITH
RESPECT
TO THE LOAN
DOCUMENTS
SHALL BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS OR OF THE UNITED
STATES OF AMERICA FOR THE
SOUTHERN
DISTRICT OF TEXAS,
AND, BY
EXECUTION
AND
DELIVERY OF THIS
AGREEMENT,
EACH PARTY
HEREBY
ACCEPTS FOR ITSELF AND (TO THE
EXTENT
PERMITTED
BY
LAW)
IN
RESPECT
OF
ITS
PROPERTY,
GENERALLY
AND
UNCONDITIONALLY,
THE
JURISDICTION OF THE AFORESAID
COURTS.
EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING,
WITHOUT LIMITATION, ANY OBJECTION
TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT
MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY SUCH ACTION OR
PROCEEDING
IN
SUCH RESPECTIVE JURISDICTIONS.
THIS SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE
AND DOES NOT PRECLUDE A PARTY FROM OBTAINING
JURISDICTION OVER ANOTHER PARTY IN
ANY COURT OTHERWISE HAVING JURISDICTION.
(c) THE
BORROWER
HEREBY
IRREVOCABLY
DESIGNATES,
APPOINTS AND
EMPOWERS AND HEREBY CONFERS AN IRREVOCABLE
SPECIAL POWER, AMPLE AND SUFFICIENT,
TO CT CORPORATION SYSTEM, WITH OFFICES ON THE DATE HEREOF AT DENVER, COLORADO AS
ITS DESIGNEE,
APPOINTEE AND AGENT WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING
IN TEXAS TO
RECEIVE,
ACCEPT
AND
ACKNOWLEDGE
FOR AND ON ITS
BEHALF,
AND IN
RESPECT OF ITS PROPERTY,
SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES
AND
DOCUMENTS
WHICH MAY BE SERVED IN ANY SUCH
PROCEEDING
AND AGREES THAT THE
FAILURE OF SUCH
AGENT TO GIVE ANY ADVICE OF ANY SUCH
SERVICE OF PROCESS TO THE
BORROWER SHALL NOT IMPAIR OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY CLAIM
BASED THEREON. IF FOR ANY REASON SUCH DESIGNEE,
APPOINTEE AND AGENT SHALL CEASE
TO BE AVAILABLE TO ACT AS SUCH, THE BORROWER AGREES TO DESIGNATE A NEW DESIGNEE,
87
APPOINTEE AND AGENT IN TEXAS REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT
ON THE TERMS AND FOR THE
PURPOSES
OF THIS
PROVISION.
EACH PARTY
IRREVOCABLY
CONSENTS
TO THE SERVICE OF PROCESS OF ANY OF THE
AFOREMENTIONED
COURTS IN ANY
SUCH ACTION OR
PROCEEDING
BY THE MAILING OF COPIES
THEREOF BY
REGISTERED
OR
CERTIFIED MAIL, POSTAGE PREPAID, TO IT AT THE ADDRESS SPECIFIED IN Section 12.01
OR SUCH
OTHER
ADDRESS
AS IS
SPECIFIED
PURSUANT
TO
Section
12.01
(OR ITS
ASSIGNMENT AND
ASSUMPTION),
SUCH SERVICE TO BECOME
EFFECTIVE THIRTY (30) DAYS
AFTER SUCH
MAILING.
NOTHING
HEREIN
SHALL
AFFECT THE RIGHT OF A PARTY OR ANY
HOLDER OF A NOTE TO SERVE
PROCESS IN ANY OTHER
MANNER
PERMITTED
BY LAW OR TO
COMMENCE LEGAL
PROCEEDINGS OR OTHERWISE
PROCEED
AGAINST
ANOTHER PARTY IN ANY