OR ANY LENDER TO BRING PROCEEDINGS AGAINST ANY BORROWER IN THE COURTS
OF ANY OTHER JURISDICTION. EACH BORROWER WAIVES ANY OBJECTION TO JURISDICTION
AND VENUE OF ANY ACTION INSTITUTED HEREUNDER AND SHALL NOT ASSERT ANY DEFENSE
BASED ON LACK OF JURISDICTION OR VENUE OR BASED UPON FORUM NON CONVENIENS. EACH
BORROWER WAIVES THE RIGHT TO REMOVE ANY JUDICIAL PROCEEDING BROUGHT AGAINST SUCH
BORROWER IN ANY STATE COURT TO ANY FEDERAL COURT. ANY JUDICIAL PROCEEDING BY ANY
BORROWER AGAINST AGENT OR ANY LENDER INVOLVING, DIRECTLY OR INDIRECTLY, ANY
MATTER OR CLAIM IN ANY WAY
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arising out of, related to or connected with this Agreement or any related
agreement, shall be brought only in a federal or state court located in the
County of Dallas, State of Texas.
16.2.
ENTIRE UNDERSTANDING.
(A)
THIS AGREEMENT AND THE DOCUMENTS EXECUTED CONCURRENTLY HEREWITH
CONTAIN THE ENTIRE UNDERSTANDING AMONG BORROWER, AGENT AND EACH LENDER AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF THE PARTIES AND SUPERSEDES ALL PRIOR AGREEMENTS AND
UNDERSTANDINGS, IF ANY, RELATING TO THE SUBJECT MATTER HEREOF. THERE ARE NO
UNWRITTEN AGREEMENTS AMONG THE PARTIES. ANY PROMISES, REPRESENTATIONS,
WARRANTIES OR GUARANTEES NOT HEREIN CONTAINED AND HEREINAFTER MADE SHALL HAVE NO
FORCE AND EFFECT UNLESS IN WRITING, SIGNED BY EACH BORROWER'S, AGENT'S AND EACH
LENDER'S RESPECTIVE OFFICERS. NEITHER THIS AGREEMENT NOR ANY PORTION OR
PROVISIONS HEREOF MAY BE CHANGED, MODIFIED, AMENDED, WAIVED, SUPPLEMENTED,
DISCHARGED, CANCELLED OR TERMINATED ORALLY OR BY ANY COURSE OF DEALING, OR IN
ANY MANNER OTHER THAN BY AN AGREEMENT IN WRITING, SIGNED BY THE PARTY TO BE
CHARGED. EACH BORROWER ACKNOWLEDGES THAT IT HAS BEEN ADVISED BY COUNSEL IN
CONNECTION WITH THE EXECUTION OF THIS AGREEMENT AND OTHER DOCUMENTS AND IS NOT
RELYING UPON ORAL REPRESENTATIONS OR STATEMENTS INCONSISTENT WITH THE TERMS AND
PROVISIONS OF THIS AGREEMENT.
(B)
THE REQUIRED LENDERS, AGENT WITH THE CONSENT IN WRITING OF THE
REQUIRED LENDERS, AND BORROWERS MAY, SUBJECT TO THE PROVISIONS OF THIS
SECTION 16.2 (B), FROM TIME TO TIME ENTER INTO WRITTEN SUPPLEMENTAL AGREEMENTS
TO THIS AGREEMENT OR THE OTHER DOCUMENTS EXECUTED BY BORROWERS, FOR THE PURPOSE
OF ADDING OR DELETING ANY PROVISIONS OR OTHERWISE CHANGING, VARYING OR WAIVING
IN ANY MANNER THE RIGHTS OF LENDERS, AGENT OR BORROWERS THEREUNDER OR THE
CONDITIONS, PROVISIONS OR TERMS THEREOF OF WAIVING ANY EVENT OF DEFAULT
THEREUNDER, BUT ONLY TO THE EXTENT SPECIFIED IN SUCH WRITTEN AGREEMENTS;
PROVIDED, HOWEVER, THAT NO SUCH SUPPLEMENTAL AGREEMENT SHALL, WITHOUT THE
CONSENT OF ALL LENDERS:
(I)
INCREASE THE COMMITMENT PERCENTAGE, THE MAXIMUM DOLLAR COMMITMENT
OF ANY LENDER OR THE MAXIMUM LOAN AMOUNT.
(II)
EXTEND THE MATURITY OF ANY NOTE OR THE DUE DATE FOR ANY AMOUNT
PAYABLE HEREUNDER, OR DECREASE THE RATE OF INTEREST OR REDUCE ANY FEE PAYABLE BY
BORROWERS TO LENDERS PURSUANT TO THIS AGREEMENT.
(III)
ALTER THE DEFINITION OF THE TERM REQUIRED LENDERS OR ALTER, AMEND
OR MODIFY THIS SECTION 16.2(B).
(IV)
RELEASE ANY COLLATERAL DURING ANY CALENDAR YEAR (OTHER THAN IN
ACCORDANCE WITH THE PROVISIONS OF THIS