or
Affiliate
to or for the credit or the account of
the Borrower or any Material
Subsidiary
against any of and all the obligations
of the Borrower or any Material
Subsidiary owed to such Lender now or hereafter
existing
under this
Agreement
or any other
Loan
Document,
irrespective
of
whether or not such Lender
shall have made any demand
under this
Agreement or
any other Loan Document and although
such
obligations
may be
unmatured.
The
rights of each Lender under this
Section
12.08 are in addition to other rights
and
remedies
(including
other
rights of
setoff)
which
such
Lender or its
Affiliates may have.
86
Section 12.09 GOVERNING LAW; JURISDICTION; CONSENT TO SERVICE OF PROCESS.
(a) THIS
AGREEMENT
AND THE
NOTES
SHALL
BE
GOVERNED
BY,
AND
CONSTRUED
IN
ACCORDANCE
WITH,
THE LAWS OF THE
STATE OF TEXAS
EXCEPT TO THE
EXTENT THAT
UNITED
STATES
FEDERAL
LAW
PERMITS
ANY LENDER TO CONTRACT
FOR,
CHARGE, RECEIVE, RESERVE OR TAKE INTEREST AT THE RATE ALLOWED BY THE LAWS OF THE
STATE WHERE SUCH LENDER IS LOCATED. CHAPTER 346 OF THE TEXAS FINANCE CODE (WHICH
REGULATES
CERTAIN
REVOLVING
CREDIT
LOAN
ACCOUNTS
AND
REVOLVING
TRI-PARTY
ACCOUNTS) SHALL NOT APPLY TO THIS AGREEMENT OR THE NOTES.
(b) ANY
LEGAL
ACTION
OR
PROCEEDING
WITH
RESPECT
TO THE LOAN
DOCUMENTS
SHALL BE BROUGHT IN THE COURTS OF THE STATE OF TEXAS OR OF THE UNITED
STATES OF AMERICA FOR THE
SOUTHERN
DISTRICT OF TEXAS,
AND, BY
EXECUTION
AND
DELIVERY OF THIS
AGREEMENT,
EACH PARTY
HEREBY
ACCEPTS FOR ITSELF AND (TO THE
EXTENT
PERMITTED
BY
LAW)
IN
RESPECT
OF
ITS
PROPERTY,
GENERALLY
AND
UNCONDITIONALLY,
THE
JURISDICTION OF THE AFORESAID
COURTS.
EACH PARTY HEREBY
IRREVOCABLY WAIVES ANY OBJECTION,
INCLUDING,
WITHOUT LIMITATION, ANY OBJECTION
TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON CONVENIENS, WHICH IT
MAY NOW OR HEREAFTER
HAVE TO THE BRINGING OF ANY SUCH ACTION OR
PROCEEDING
IN
SUCH RESPECTIVE JURISDICTIONS.
THIS SUBMISSION TO JURISDICTION IS NON-EXCLUSIVE
AND DOES NOT PRECLUDE A PARTY FROM OBTAINING
JURISDICTION OVER ANOTHER PARTY IN
ANY COURT OTHERWISE HAVING JURISDICTION.
(c) THE
BORROWER
HEREBY
IRREVOCABLY
DESIGNATES,
APPOINTS
AND
EMPOWERS AND HEREBY CONFERS AN IRREVOCABLE
SPECIAL POWER, AMPLE AND SUFFICIENT,
TO CT CORPORATION SYSTEM, WITH OFFICES ON THE DATE HEREOF AT DENVER, COLORADO AS
ITS DESIGNEE,
APPOINTEE AND AGENT WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING
IN TEXAS TO
RECEIVE,
ACCEPT
AND
ACKNOWLEDGE
FOR AND ON ITS
BEHALF,
AND IN
RESPECT OF ITS PROPERTY,
SERVICE OF ANY AND ALL LEGAL PROCESS, SUMMONS, NOTICES
AND
DOCUMENTS
WHICH MAY BE SERVED IN ANY SUCH
PROCEEDING
AND AGREES THAT THE
FAILURE OF SUCH
AGENT TO GIVE ANY ADVICE OF ANY SUCH
SERVICE OF PROCESS TO THE
BORROWER SHALL NOT IMPAIR OR AFFECT THE VALIDITY OF SUCH SERVICE OR OF ANY CLAIM
BASED THEREON. IF FOR ANY REASON SUCH DESIGNEE,
APPOINTEE AND AGENT SHALL CEASE
TO BE AVAILABLE TO ACT AS SUCH, THE BORROWER AGREES TO DESIGNATE A NEW DESIGNEE,
APPOINTEE AND AGENT IN TEXAS REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT
ON