THE FIRST THREE
FISCAL QUARTERS OF THE GUARANTOR, A COMPANY-PREPARED CONSOLIDATED BALANCE SHEET
OF THE GUARANTOR AND ITS CONSOLIDATED SUBSIDIARIES AS AT THE END OF SUCH PERIOD
AND RELATED COMPANY-PREPARED CONSOLIDATED STATEMENTS OF INCOME AND RETAINED
EARNINGS AND OF CASH FLOWS FOR THE GUARANTOR AND ITS CONSOLIDATED SUBSIDIARIES
FOR SUCH QUARTERLY PERIOD AND FOR THE PORTION OF THE FISCAL YEAR ENDING WITH
SUCH PERIOD, IN EACH CASE
6
SETTING FORTH IN COMPARATIVE FORM CONSOLIDATED FIGURES FOR THE CORRESPONDING
PERIOD OR PERIODS OF THE PRECEDING FISCAL YEAR (SUBJECT TO NORMAL YEAR-END AUDIT
ADJUSTMENTS).
14.
AS STATED IN SECTION 6, THE PARTIES HERETO HAVE CHOSEN NEW YORK
LAW TO APPLY TO THIS AGREEMENT AND THE NOTES.
IT IS EXPRESSLY STIPULATED AND
AGREED TO BE THE INTENT OF BORROWER AND LENDER AT ALL TIMES TO COMPLY STRICTLY
WITH THE APPLICABLE LAWS INCLUDING, WITHOUT LIMITATION, THE LAWS OF THE STATE OF
NEW YORK (AND ANY OTHER STATE LAW, IF FOR ANY REASON A COURT SHOULD FOLLOW SUCH
LAW (INCLUDING WITHOUT LIMITATION TEXAS) NOTWITHSTANDING THE PARTIES EXPRESS
INTENTION TO FOLLOW NEW YORK LAW), GOVERNING THE MAXIMUM RATE OR AMOUNT OF
INTEREST PAYABLE ON THE NOTES OR THE RELATED INDEBTEDNESS (OR APPLICABLE UNITED
STATES FEDERAL LAW TO THE EXTENT THAT IT PERMITS LENDER TO CONTRACT FOR, CHARGE,
TAKE, RESERVE OR RECEIVE A GREATER AMOUNT OF INTEREST THAN UNDER ANY APPLICABLE
STATE LAW).
IF THE APPLICABLE LAW IS EVER JUDICIALLY INTERPRETED SO AS TO
RENDER USURIOUS ANY AMOUNT (I) CONTRACTED FOR, CHARGED, TAKEN, RESERVED OR
RECEIVED PURSUANT TO ANY OF THE NOTES, ANY OF THE OTHER DOCUMENTS EXECUTED IN
CONNECTION THEREWITH OR AS SECURITY THEREFORE INCLUDING THE GUARANTY AND THIS
AGREEMENT (THE "LOAN DOCUMENTS"), OR ANY OTHER COMMUNICATION OR WRITING BY OR
BETWEEN BORROWER AND LENDER RELATED TO THE TRANSACTION OR TRANSACTIONS THAT ARE
THE SUBJECT MATTER OF THE LOAN DOCUMENTS, (II) CONTRACTED FOR, CHARGED OR
RECEIVED BY REASON OF LENDER'S EXERCISE OF THE OPTION TO ACCELERATE THE MATURITY
OF ANY OF THE NOTES AND/OR THE RELATED INDEBTEDNESS, OR (III) BORROWER WILL HAVE
PAID OR LENDER WILL HAVE RECEIVED BY REASON OF ANY VOLUNTARY PREPAYMENT BY
BORROWER OF ANY OF THE NOTES AND/OR THE RELATED INDEBTEDNESS, THEN IT IS
BORROWER'S AND LENDER'S EXPRESS INTENT THAT ALL AMOUNTS CHARGED IN EXCESS OF THE
MAXIMUM LAWFUL RATE SHALL BE AUTOMATICALLY CANCELLED, AB INITIO, AND ALL AMOUNTS
IN EXCESS OF THE MAXIMUM LAWFUL RATE THERETOFORE COLLECTED BY LENDER SHALL BE
CREDITED ON THE PRINCIPAL BALANCE OF ANY OF THE NOTES AND/OR THE RELATED
INDEBTEDNESS (OR, IF THE NOTES AND ALL RELATED INDEBTEDNESS HAVE BEEN OR WOULD
THEREBY BE PAID IN FULL, REFUNDED TO BORROWER), AND THE PROVISIONS OF THE NOTES
AND THE OTHER LOAN DOCUMENTS IMMEDIATELY BE DEEMED REFORMED AND THE AMOUNTS
THEREAFTER COLLECTIBLE HEREUNDER AND THEREUNDER REDUCED, WITHOUT THE NECESSITY
OF THE EXECUTION OF ANY NEW DOCUMENT, SO AS TO COMPLY WITH THE APPLICABLE LAW,
BUT SO AS TO PERMIT THE RECOVERY OF THE FULLEST AMOUNT OTHERWISE CALLED FOR
HEREUNDER AND THEREUNDER; PROVIDED, HOWEVER, IF ANY OF THE