SUCH IS A MISTAKE IN CALCULATION
OR WORDING WHICH THIS CLAUSE SHALL OVERRIDE AND CONTROL, IT BEING THE INTENTION
OF THE PARTIES THAT THIS NOTE, AND ALL OTHER INSTRUMENTS SECURING THE PAYMENT OF
THIS NOTE OR EXECUTED OR DELIVERED IN CONNECTION HEREWITH, SHALL IN ALL THINGS
COMPLY WITH APPLICABLE LAW AND PROPER ADJUSTMENTS SHALL AUTOMATICALLY BE MADE
ACCORDINGLY.
IN THE EVENT THAT PAYEE OR ANY HOLDER HEREOF EVER CONTRACTS FOR,
CHARGES, RECEIVES, COLLECTS OR APPLIES, AS INTEREST, ANY SUM IN EXCESS OF THE
MAXIMUM RATE, IF ANY, SUCH EXCESS AMOUNT SHALL BE APPLIED TO THE REDUCTION OF
THE UNPAID PRINCIPAL BALANCE OF THIS NOTE, AND, IF THIS NOTE IS PAID IN FULL,
ANY REMAINING EXCESS SHALL BE PAID TO MAKER.
9
IN DETERMINING WHETHER OR NOT THE INTEREST PAID OR PAYABLE, UNDER ANY SPECIFIC
CONTINGENCY, EXCEEDS THE MAXIMUM RATE, IF ANY, MAKER AND PAYEE OR ANY HOLDER
HEREOF SHALL, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW:
(A) CHARACTERIZE ANY NON-PRINCIPAL PAYMENT AS AN EXPENSE OR FEE RATHER THAN AS
INTEREST, (B) EXCLUDE VOLUNTARY PREPAYMENTS AND THE EFFECTS THEREOF, AND
(C) "SPREAD" THE TOTAL AMOUNT OF INTEREST THROUGHOUT THE ENTIRE TERM OF THIS
NOTE; PROVIDED THAT IF THIS NOTE IS PAID AND PERFORMED IN FULL PRIOR TO THE END
OF THE FULL CONTEMPLATED TERM HEREOF, AND IF THE INTEREST RECEIVED FOR THE
ACTUAL PERIOD OF EXISTENCE THEREOF EXCEEDS THE MAXIMUM RATE, IF ANY, PAYEE OR
ANY HOLDER HEREOF SHALL REFUND TO MAKER THE AMOUNT OF SUCH EXCESS, OR CREDIT THE
AMOUNT OF SUCH EXCESS AGAINST THE AGGREGATE UNPAID PRINCIPAL BALANCE OF ALL
ADVANCES MADE BY THE PAYEE OR ANY HOLDER HEREOF UNDER THIS NOTE AT THE TIME IN
QUESTION.
17.
CHOICE OF LAW.
THIS NOTE IS BEING EXECUTED
AND DELIVERED, AND IS INTENDED TO BE PERFORMED, IN THE STATE OF TEXAS.
EXCEPT
TO THE EXTENT THAT THE LAWS OF THE UNITED STATES MAY APPLY TO THE TERMS HEREOF,
THE SUBSTANTIVE LAWS OF THE STATE OF TEXAS SHALL GOVERN THE VALIDITY,
CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF THIS NOTE.
IN THE EVENT OF A
DISPUTE INVOLVING THIS NOTE OR ANY OTHER INSTRUMENTS EXECUTED IN CONNECTION
HEREWITH, THE UNDERSIGNED IRREVOCABLY AGREES THAT VENUE FOR SUCH DISPUTE SHALL
LIE IN ANY COURT OF COMPETENT JURISDICTION IN DALLAS COUNTY, TEXAS TO THE EXTENT
SUCH DISPUTE IS NOT RESOLVED BY BINDING ARBITRATION PURSUANT TO THE PAYEE'S
CURRENT ARBITRATION PROGRAM DESCRIBED IN SECTION 19 BELOW.
18.
LOAN AGREEMENT.
THIS NOTE IS EXECUTED IN
CONNECTION WITH THE LOAN AGREEMENT AND THE HOLDER HEREOF IS ENTITLED TO ALL THE
BENEFITS PROVIDED THEREIN AND IN THE OTHER AGREEMENTS, DOCUMENTS, INSTRUMENTS
AND CERTIFICATES ENTERED INTO IN CONNECTION WITH THE LOAN AGREEMENT.
19.
AGREEMENT FOR BINDING ARBITRATION.
THE
PARTIES AGREE TO BE BOUND BY THE TERMS AND PROVISIONS OF THE PAYEE'S CURRENT
ARBITRATION PROGRAM WHICH IS INCORPORATED BY REFERENCE HEREIN AND IS
ACKNOWLEDGED AS RECEIVED BY THE PARTIES PURSUANT TO WHICH ANY AND ALL DISPUTES
SHALL BE RESOLVED BY MANDATORY BINDING ARBITRATION UPON THE REQUEST OF ANY
PARTY.
20.
AMENDMENT AND