and
powers herein set forth with respect thereto.
All notices provided to Bank by
Borrower under or related to any of the Loan Documents, the Liabilities or the
Collateral, including, without limitation, under any one or more of sections of
Article 9 of the Texas Uniform Commercial Code, shall be sent to the address of
Bank noted on the first page of this Agreement, Attention:
Structured Lending,
with a copy to Compass Bank, P.O. Box 11830, Birmingham, Alabama 35202; no
notice sent to Bank shall be effective until received by Bank.
THE NOTE, THIS
AGREEMENT AND ALL OF THE OTHER LOAN DOCUMENTS, AND ALL RIGHTS AND OBLIGATIONS
HEREUNDER AND THEREUNDER, INCLUDING MATTERS OF CONSTRUCTION, VALIDITY AND
PERFORMANCE, SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE INTERNAL
LAWS OF THE STATE OF TEXAS, EXCEPT THAT ANY CONFLICT OF LAWS RULE OF SUCH
JURISDICTION THAT WOULD REQUIRE REFERENCE TO THE LAWS OF SOME OTHER JURISDICTION
SHALL BE DISREGARDED.
ANY SUITS, CLAIMS OR CAUSES OF ACTION ARISING DIRECTLY OR
INDIRECTLY FROM THIS AGREEMENT, THE NOTE, THE OTHER LOAN DOCUMENTS OR ANY OTHER
AGREEMENTS OR INSTRUMENTS BETWEEN BANK AND BORROWER RELATING TO SUCH DOCUMENTS
MAY BE BROUGHT IN A COURT OF APPROPRIATE JURISDICTION IN HARRIS COUNTY, TEXAS
AND OBJECTIONS TO VENUE AND PERSONAL JURISDICTION IN SUCH FORUM ARE HEREBY
EXPRESSLY WAIVED.
THIS AGREEMENT HAS BEEN NEGOTIATED AND IS BEING EXECUTED AND
DELIVERED IN THE STATE OF TEXAS, OR IF EXECUTED BY BORROWER ELSEWHERE, SHALL
BECOME EFFECTIVE UPON BANK'S RECEIPT AND ACCEPTANCE OF THE EXECUTED ORIGINAL OF
THIS AGREEMENT IN THE STATE OF TEXAS; PROVIDED, HOWEVER, THAT BANK SHALL HAVE NO
OBLIGATION TO GIVE, NOR SHALL BORROWER BE ENTITLED TO RECEIVE ANY NOTICE OF SUCH
RECEIPT AND ACCEPTANCE FOR THIS AGREEMENT TO BECOME A BINDING OBLIGATION OF
BORROWER.
IT IS INTENDED, AND BORROWER AND BANK SPECIFICALLY AGREE, THAT THE
LAWS OF THE STATE OF TEXAS GOVERNING INTEREST SHALL APPLY TO THIS TRANSACTION.
BORROWER HEREBY ACKNOWLEDGES THAT (I) THE NEGOTIATION, EXECUTION, AND DELIVERY
OF THE LOAN DOCUMENTS CONSTITUTE THE TRANSACTION OF BUSINESS WITHIN THE STATE OF
TEXAS, (II) ANY CAUSE OF ACTION ARISING UNDER ANY OF SAID LOAN DOCUMENTS WILL BE
A CAUSE OF ACTION ARISING FROM SUCH TRANSACTION OF BUSINESS, AND (III)
20
BORROWER UNDERSTANDS, ANTICIPATES, AND FORESEES THAT ANY ACTION FOR ENFORCEMENT
OF PAYMENT OF THE REVOLVING LINE OR THE LOAN DOCUMENTS MAY BE BROUGHT AGAINST IT
IN THE STATE OF TEXAS.
TO THE EXTENT ALLOWED BY LAW, BORROWER HEREBY SUBMITS TO
JURISDICTION IN THE STATE OF TEXAS FOR ANY ACTION OR CAUSE OF ACTION ARISING OUT
OF OR IN CONNECTION WITH THE REVOLVING LINE OR THE LOAN DOCUMENTS AND WAIVES ANY
AND ALL RIGHTS UNDER THE LAWS OF ANY STATE OR JURISDICTION TO OBJECT TO
JURISDICTION OR VENUE WITHIN HARRIS COUNTY, TEXAS; NOTWITHSTANDING THE
FOREGOING, NOTHING CONTAINED IN THIS PARAGRAPH SHALL PREVENT BANK FROM BRINGING
ANY ACTION OR EXERCISING ANY RIGHTS AGAINST BORROWER, ANY GUARANTOR, ANY
SECURITY FOR THE REVOLVING LINE OR ANY OF BORROWER'S PROPERTIES IN ANY OTHER
COUNTY,