DISCRETION AND ELECTION OF THE LENDER, IN COURTS HAVING
SITUS IN HOUSTON, HARRIS COUNTY, TEXAS.
EACH BORROWER HEREBY SUBMITS TO THE
EXCLUSIVE JURISDICTION OF ANY LOCAL, STATE, OR FEDERAL COURT LOCATED IN HOUSTON,
HARRIS COUNTY, TEXAS, AND HEREBY WAIVES ANY RIGHTS IT MAY HAVE TO TRANSFER OR
CHANGE THE JURISDICTION OR VENUE OF ANY LITIGATION BROUGHT AGAINST IT BY THE
LENDER IN ACCORDANCE WITH THIS SECTION.
8.14
WAIVER OF RIGHTS TO JURY TRIAL.
EACH BORROWER
AND THE LENDER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY, IRREVOCABLY, AND
UNCONDITIONALLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT,
PROCEEDING, COUNTERCLAIM, OR OTHER LITIGATION THAT RELATES TO OR ARISES OUT OF
ANY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE ACTS OR OMISSIONS OF THE
LENDER IN THE ENFORCEMENT OF ANY OF THE TERMS OR PROVISIONS OF THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT OR OTHERWISE WITH RESPECT THERETO. THE PROVISIONS OF
THIS SECTION
43
ARE A MATERIAL INDUCEMENT FOR THE LENDER ENTERING INTO THIS AGREEMENT.
8.15
ENTIRE AGREEMENT. THIS AGREEMENT CONSTITUTES THE
ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO WITH RESPECT TO THE SUBJECT HEREOF
AND SHALL SUPERSEDE ANY PRIOR AGREEMENT BETWEEN THE PARTIES HERETO, WHETHER
WRITTEN OR ORAL, RELATING TO THE SUBJECT HEREOF, INCLUDING, WITHOUT LIMITATION,
THE PROPOSED TERM SHEET DATED JULY 16, 2008, FROM THE LENDER TO THE BORROWERS
FURTHERMORE, IN THIS REGARD, THIS AGREEMENT AND THE OTHER WRITTEN LOAN DOCUMENTS
REPRESENT, COLLECTIVELY, THE FINAL AGREEMENT AMONG THE PARTIES THERETO AND
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT
ORAL AGREEMENTS OF SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS AMONG
SUCH PARTIES.
8.16
CYMRI AS AGENT.
TRIUMPH HEREBY APPOINTS CYMRI AS
ITS AGENT AND ATTORNEY-IN-FACT TO EXECUTE ANY CERTIFICATES, REQUESTS OR OTHER
DOCUMENTS DELIVERABLE UNDER THIS AGREEMENT IN THE NAME OF EACH SUCH PARTY,
COLLECTIVELY AS BORROWERS, AND LENDER SHALL BE AUTHORIZED TO RELY ON ANY SUCH
EXECUTED CERTIFICATES, REQUESTS OR OTHER DOCUMENTS AS ACTS OF THE PARTIES
CONSTITUTING "BORROWERS" WITHOUT THE NEED OF FURTHER INQUIRY OR INVESTIGATION.
8.17
AMENDED AND RESTATED AGREEMENT.
THIS AGREEMENT
AMENDS AND RESTATES IN ITS ENTIRETY, BUT DOES NOT EXTINGUISH, THE STERLING BANK
CREDIT AGREEMENT.
ALL SECURITY INSTRUMENTS, AS DEFINED IN THE STERLING BANK
CREDIT AGREEMENT SHALL CONSTITUTE SECURITY INSTRUMENTS AS DEFINED IN THIS
AGREEMENT, AND THEY SHALL CONTINUE TO SECURE ALL OBLIGATIONS OF BORROWERS
HEREUNDER.
8.18
PATRIOT ACT.
THE LENDER HEREBY NOTIFIES
BORROWERS THAT IF LENDER IS SUBJECT TO THE USA PATRIOT ACT AND PURSUANT TO
SECTION 326 THEREOF, IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION
THAT IDENTIFIES BORROWERS, INCLUDING THE NAME AND ADDRESS OF BORROWERS AND OTHER
INFORMATION ALLOWING LENDER TO IDENTIFY BORROWERS IN ACCORDANCE WITH SUCH ACT.
8.19
COUNTERPARTS.
FOR THE CONVENIENCE OF THE
PARTIES, THIS AGREEMENT MAY BE EXECUTED IN MULTIPLE COUNTERPARTS, EACH OF WHICH
FOR ALL PURPOSES SHALL BE DEEMED TO BE AN ORIGINAL, AND ALL SUCH COUNTERPARTS
SHALL TOGETHER CONSTITUTE BUT ONE AND THE SAME AGREEMENT.
[Signatures appear on the following page.]
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IN WITNESS WHEREOF, this Agreement is deemed