FINANCE CODE (WHICH REGULATES CERTAIN REVOLVING CREDIT
LOAN ACCOUNTS AND REVOLVING TRI-PARTY ACCOUNTS) DOES NOT APPLY TO THIS AGREEMENT
OR TO THE NOTES.
BORROWER HEREBY IRREVOCABLY SUBMITS ITSELF AND EACH OTHER
RESTRICTED PERSON TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS
SITTING IN THE STATE OF TEXAS AND AGREES AND CONSENTS THAT SERVICE OF
69
PROCESS MAY BE MADE UPON IT OR ANY RESTRICTED PERSON IN ANY LEGAL PROCEEDING
RELATING TO THE LOAN DOCUMENTS OR THE OBLIGATIONS BY ANY MEANS ALLOWED UNDER
TEXAS OR FEDERAL LAW.
ANY LEGAL PROCEEDING ARISING OUT OF OR IN ANY WAY RELATED
TO ANY OF THE LOAN DOCUMENTS SHALL BE BROUGHT AND LITIGATED EXCLUSIVELY IN THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF TEXAS, HOUSTON
DIVISION, TO THE EXTENT IT HAS SUBJECT MATTER JURISDICTION, AND OTHERWISE IN THE
TEXAS DISTRICT COURTS SITTING IN HARRIS COUNTY, TEXAS.
THE PARTIES HERETO
HEREBY WAIVE AND AGREE NOT TO ASSERT, BY WAY OF MOTION, AS A DEFENSE OR
OTHERWISE, THAT ANY SUCH PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM OR THAT
THE VENUE THEREOF IS IMPROPER, AND FURTHER AGREE TO A TRANSFER OF ANY SUCH
PROCEEDING TO A FEDERAL COURT SITTING IN THE STATE OF TEXAS TO THE EXTENT THAT
IT HAS SUBJECT MATTER JURISDICTION, AND OTHERWISE TO A STATE COURT IN HOUSTON,
TEXAS.
IN FURTHERANCE THEREOF, BORROWER AND LENDER PARTIES EACH HEREBY
ACKNOWLEDGE AND AGREE THAT IT WAS NOT INCONVENIENT FOR THEM TO NEGOTIATE AND
RECEIVE FUNDING OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN SUCH
COUNTY AND THAT IT WILL BE NEITHER INCONVENIENT NOR UNFAIR TO LITIGATE OR
OTHERWISE RESOLVE ANY DISPUTES OR CLAIMS IN A COURT SITTING IN SUCH COUNTY.
SECTION 10.8.
LIMITATION ON INTEREST.
LENDER
PARTIES, RESTRICTED PERSONS AND ANY OTHER PARTIES TO THE LOAN DOCUMENTS INTEND
TO CONTRACT IN STRICT COMPLIANCE WITH APPLICABLE USURY LAW FROM TIME TO TIME IN
EFFECT.
IN FURTHERANCE THEREOF SUCH PERSONS STIPULATE AND AGREE THAT NONE OF
THE TERMS AND PROVISIONS CONTAINED IN THE LOAN DOCUMENTS SHALL EVER BE CONSTRUED
TO CREATE A CONTRACT TO PAY, FOR THE USE, FORBEARANCE OR DETENTION OF MONEY,
INTEREST IN EXCESS OF THE MAXIMUM AMOUNT OF INTEREST PERMITTED TO BE CHARGED BY
APPLICABLE LAW FROM TIME TO TIME IN EFFECT.
NEITHER ANY RESTRICTED PERSON NOR
ANY PRESENT OR FUTURE GUARANTORS, ENDORSERS, OR OTHER PERSONS HEREAFTER BECOMING
LIABLE FOR PAYMENT OF ANY OBLIGATION SHALL EVER BE LIABLE FOR UNEARNED INTEREST
THEREON OR SHALL EVER BE REQUIRED TO PAY INTEREST THEREON IN EXCESS OF THE
MAXIMUM AMOUNT THAT MAY BE LAWFULLY CONTRACTED FOR, CHARGED, OR RECEIVED UNDER
APPLICABLE LAW FROM TIME TO TIME IN EFFECT, AND THE PROVISIONS OF THIS
SECTION SHALL CONTROL OVER ALL OTHER PROVISIONS OF THE LOAN DOCUMENTS WHICH MAY
BE IN CONFLICT OR APPARENT CONFLICT HEREWITH.
LENDER PARTIES EXPRESSLY DISAVOW
ANY INTENTION TO CONTRACT FOR, CHARGE, OR COLLECT EXCESSIVE UNEARNED INTEREST OR
FINANCE CHARGES IN THE EVENT THE MATURITY OF ANY OBLIGATION IS ACCELERATED.
IF
(A) THE MATURITY OF ANY OBLIGATION IS ACCELERATED FOR ANY REASON,