on account of such Loans
does not exceed the Maximum Rate applicable to such Loans for so long as such
Loans are outstanding.
SECTION 10.9
GOVERNING LAW; SUBMISSION TO JURISDICTION.
THIS AGREEMENT,
EACH NOTE AND EACH OTHER LOAN DOCUMENT (INCLUDING ITS AND THEIR VALIDITY,
ENFORCEABILITY AND INTERPRETATION) SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF TEXAS (WITHOUT REGARD TO ANY
CONFLICTS OF LAW PRINCIPLES) AND TO THE EXTENT CONTROLLING, THE FEDERAL LAWS OF
THE USA; PROVIDED THAT (1)
52
THE PROVISIONS OF CHAPTER 346 OF THE TEXAS FINANCE CODE (WHICH REGULATES CERTAIN
REVOLVING LOAN ACCOUNTS AND REVOLVING TRI-PARTY ACCOUNTS) ARE EXPRESSLY DECLARED
BY THE PARTIES NOT TO BE APPLICABLE TO ANY LOAN DOCUMENT OR THE TRANSACTIONS
CONTEMPLATED BY ANY OF THEM, AND (II) THE LAWS OF THE STATE OF TEXAS AND/OR THE
UNITED STATES OF AMERICA SHALL NOT LIMIT THE AMOUNT OR RATE OF INTEREST WHICH
THE HOLDER OF ANY NOTE MAY CONTRACT FOR, CHARGE, RECEIVE, COLLECT, TAKE, RESERVE
AND/OR APPLY IF OTHER APPLICABLE LAWS PERMIT AT ANY TIME A HIGHER AMOUNT OR THE
PARTIES EXPRESSLY ACKNOWLEDGE THAT (y) THEY INTEND THAT THIS AGREEMENT AND EACH
OTHER LOAN DOCUMENT SHALL BE GOVERNED BY THE PROVISIONS (INCLUDING, WITHOUT
LIMITATION, THE RIGHT OF THE PARTIES TO SELECT THE GOVERNING LAW) OF THE UNIFORM
COMMERCIAL CODE AND NOT BY COMMON LAW; AND (z) THE STATE OF TEXAS BEARS A
REASONABLE RELATIONSHIP TO THIS TRANSACTION AND NO OTHER STATE HAS A MATERIALLY
GREATER INTEREST IN THIS TRANSACTION THAN THE STATE OF TEXAS.
EACH BORROWER
HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT
COURT FOR THE WESTERN DISTRICT OF TEXAS (SAN ANTONIO DIVISION) AND OF ANY TEXAS
STATE COURT SITTING IN BEXAR COUNTY, TEXAS FOR PURPOSES OF ALL LEGAL PROCEEDINGS
ARISING OUT OF OR RELATING TO THE LOAN DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED THEREBY.
SECTION 10.10
COUNTERPARTS; EFFECTIVENESS.
THIS AGREEMENT MAY BE SIGNED IN
ANY NUMBER OF COUNTERPARTS, AND BY EACH OF THE PARTIES HERETO ON SEPARATE
COUNTERPARTS, ALL OF WHICH TAKEN TOGETHER SHALL CONSTITUTE ONE AND THE SAME
INSTRUMENT.
THIS AGREEMENT SHALL BECOME EFFECTIVE WHEN THE AGENT SHALL HAVE
RECEIVED COUNTERPARTS HEREOF SIGNED BY ALL OF THE PARTIES HERETO.
SECTION 10.11
INDEPENDENCE OF COVENANTS.
EACH COVENANT AND AGREEMENT OF
EACH BORROWER UNDER EACH LOAN DOCUMENT SHALL BE GIVEN INDEPENDENT EFFECT SO THAT
IF A PARTICULAR ACTION OR CONDITION IS PROHIBITED OR REQUIRED BY ANY COVENANT,
THE FACT THAT IT WOULD BE PERMITTED BY AN EXCEPTION TO, OR BE OTHERWISE WITHIN
THE LIMITATIONS OF, ANOTHER COVENANT SHALL NOT AVOID THE OCCURRENCE OF A DEFAULT
OR EVENT OF DEFAULT IF SUCH ACTION IS TAKEN OR CONDITION EXISTS.
SECTION 10.12
SURVIVAL.
THE OBLIGATIONS OF EACH BORROWER UNDER SECTIONS
2.12, 9.3, 10.3, 10.4, 10.8, 10.18 AND 10.20 SHALL SURVIVE THE TERMINATION OF
THIS AGREEMENT, THE PAYMENT OF ALL OTHER OBLIGATIONS, AND THE TERMINATION OF THE
COMMITMENTS.
THE REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT AND
EACH OF THE OTHER LOAN DOCUMENTS SHALL SURVIVE THE EXECUTION,