CONNECTION WITH THE DISPOSITION OF ALL OR ANY PART OF THE COLLATERAL, AND
COMPLIANCE WITH SUCH LAWS WILL NOT BE CONSIDERED TO ADVERSELY AFFECT THE
COMMERCIAL REASONABLENESS OF ANY SALE OF ALL OR ANY PART OF THE COLLATERAL.
SECTION 5.15
DISCLAIMER OF WARRANTIES.
SECURED PARTY MAY SELL THE
COLLATERAL WITHOUT GIVING ANY WARRANTIES AS TO THE COLLATERAL.
SECURED PARTY
MAY SPECIFICALLY DISCLAIM ANY WARRANTIES OF TITLE OR SIMILAR WARRANTIES.
THE
DISCLAIMER OF ANY SUCH WARRANTIES WILL NOT BE CONSIDERED TO ADVERSELY AFFECT THE
COMMERCIAL REASONABLENESS OF ANY SALE OF ALL OR ANY PART OF THE COLLATERAL.
SECTION 5.16
SALES ON CREDIT.
IF SECURED PARTY SELLS ALL OR ANY PART
OF THE COLLATERAL UPON CREDIT, DEBTORS WILL BE CREDITED ONLY WITH PAYMENTS
ACTUALLY MADE BY THE PURCHASER, RECEIVED BY THE SECURED PARTY AND APPLIED
AGAINST THE SECURED OBLIGATIONS.
IN THE EVENT THE PURCHASER FAILS TO PAY FOR
THE COLLATERAL, SECURED PARTY MAY RESELL THE COLLATERAL AND DEBTORS SHALL BE
CREDITED WITH THE PROCEEDS OF SUCH SALE.
ARTICLE VI
MISCELLANEOUS
SECTION 6.1
PRESERVATION OF LIABILITY.
NEITHER THIS AGREEMENT NOR
THE EXERCISE BY SECURED PARTY OF (OR THE FAILURE TO SO EXERCISE) ANY RIGHT,
POWER OR REMEDY CONFERRED HEREIN OR BY LAW SHALL BE CONSTRUED AS RELIEVING ANY
PERSON LIABLE ON THE SECURED OBLIGATIONS FROM LIABILITY ON THE SECURED
OBLIGATIONS AND FOR ANY DEFICIENCY THEREON.
SECTION 6.2
NOTICES. ANY RECORD, NOTICE, DEMAND OR DOCUMENT WHICH
EITHER PARTY IS REQUIRED OR MAY DESIRE TO GIVE HEREUNDER SHALL BE GIVEN AS
PROVIDED IN THE CREDIT AGREEMENT.
SECTION 6.3
CHOICE OF LAW.
THIS AGREEMENT HAS BEEN MADE IN AND THE
SECURITY INTEREST GRANTED HEREBY IS GRANTED IN AND EACH SHALL BE GOVERNED BY THE
LAWS OF THE STATE OF TEXAS (EXCEPT TO THE EXTENT THAT THE LAWS OF ANY OTHER
JURISDICTION GOVERN THE PERFECTION AND PRIORITY OF THE SECURITY INTEREST GRANTED
HEREBY) WITHOUT REGARD TO ITS CONFLICTS OF LAWS PRINCIPLES.
SUBJECT TO THE
TERMS OF THE CREDIT AGREEMENT, COURTS WITHIN THE STATE OF TEXAS SHALL HAVE
JURISDICTION OVER ANY AND ALL DISPUTES BETWEEN DEBTORS AND SECURED PARTY,
WHETHER IN LAW OR EQUITY, INCLUDING ANY AND ALL DISPUTES ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER RELATED DOCUMENT; AND VENUE IN ANY SUCH
DISPUTE WHETHER IN FEDERAL OR STATE COURT SHALL BE LAID IN HARRIS COUNTY, TEXAS.
SECTION 6.4
AMENDMENT AND WAIVER.
THIS AGREEMENT MAY NOT BE AMENDED
(NOR MAY ANY OF ITS TERMS BE WAIVED) EXCEPT IN THE MANNER PROVIDED IN THE CREDIT
AGREEMENT.
SECTION 6.5
SEVERABILITY.
IF ANY PROVISION OF THIS AGREEMENT IS
RENDERED OR DECLARED INVALID, ILLEGAL OR UNENFORCEABLE BY REASON OF ANY EXISTING
OR SUBSEQUENTLY ENACTED LEGISLATION OR BY A JUDICIAL DECISION WHICH SHALL HAVE
BECOME FINAL, DEBTORS AND SECURED PARTY SHALL PROMPTLY
14
MEET AND DISCUSS SUBSTITUTE PROVISIONS FOR THOSE RENDERED INVALID, ILLEGAL OR
UNENFORCEABLE, BUT ALL OF THE REMAINING PROVISIONS SHALL REMAIN IN FULL FORCE
AND EFFECT.
SECTION 6.6
SURVIVAL OF AGREEMENTS.
ALL REPRESENTATIONS AND
WARRANTIES OF EACH DEBTOR HEREIN, AND ALL COVENANTS AND AGREEMENTS HEREIN NOT