THE BORROWER UNDER THIS AGREEMENT, THE NOTES AND THE OTHER
RELATED DOCUMENTS IN ANY OTHER JURISDICTION.
8.4
GOVERNING LAW AND VENUE. THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS
(WITHOUT GIVING EFFECT TO ITS LAWS OF CONFLICTS). THE BORROWER AGREES THAT ANY
LEGAL ACTION OR PROCEEDING WITH RESPECT TO ANY OF ITS OBLIGATIONS UNDER THIS
AGREEMENT MAY BE BROUGHT BY THE BANK IN ANY STATE OR FEDERAL COURT LOCATED IN
THE STATE OF TEXAS, AS THE BANK IN ITS SOLE DISCRETION MAY ELECT. BY THE
EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER SUBMITS TO AND ACCEPTS,
FOR ITSELF AND IN RESPECT OF ITS PROPERTY, GENERALLY AND UNCONDITIONALLY, THE
NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE BORROWER WAIVES ANY CLAIM THAT
THE STATE OF TEXAS IS NOT A CONVENIENT FORUM OR THE PROPER VENUE FOR ANY SUCH
SUIT, ACTION OR PROCEEDING.
8.5
CAPTIONS. SECTION HEADINGS ARE FOR CONVENIENCE
OF REFERENCE ONLY AND DO NOT AFFECT THE INTERPRETATION OF THIS AGREEMENT.
8.6
SURVIVAL OF REPRESENTATIONS AND WARRANTIES.
THE BORROWER UNDERSTANDS AND AGREES THAT IN EXTENDING THE CREDIT FACILITIES, THE
BANK IS RELYING ON ALL REPRESENTATIONS, WARRANTIES, AND COVENANTS MADE BY THE
BORROWER IN THIS AGREEMENT OR IN ANY CERTIFICATE OR OTHER INSTRUMENT DELIVERED
BY THE BORROWER TO THE BANK UNDER THIS AGREEMENT. THE BORROWER FURTHER AGREES
THAT
10
REGARDLESS OF ANY INVESTIGATION MADE BY THE BANK, ALL SUCH REPRESENTATIONS,
WARRANTIES AND COVENANTS WILL SURVIVE THE MAKING OF THE CREDIT FACILITIES AND
DELIVERY TO THE BANK OF THIS AGREEMENT, SHALL BE CONTINUING IN NATURE, AND SHALL
REMAIN IN FULL FORCE AND EFFECT UNTIL SUCH TIME AS THE BORROWER'S INDEBTEDNESS
TO THE BANK SHALL BE PAID IN FULL.
8.7
NON-LIABILITY OF THE BANK.
THE RELATIONSHIP
BETWEEN THE BORROWER ON ONE HAND AND THE BANK ON THE OTHER HAND SHALL BE SOLELY
THAT OF BORROWER AND LENDER. THE BANK SHALL HAVE NO FIDUCIARY RESPONSIBILITIES
TO THE BORROWER. THE BANK UNDERTAKES NO RESPONSIBILITY TO THE BORROWER TO REVIEW
OR INFORM THE BORROWER OF ANY MATTER IN CONNECTION WITH ANY PHASE OF THE
BORROWER'S BUSINESS OR OPERATIONS.
8.8
INDEMNIFICATION OF THE BANK.
THE BORROWER
AGREES TO INDEMNIFY, DEFEND AND HOLD THE BANK, ITS PARENT COMPANIES,
SUBSIDIARIES, AFFILIATES, THEIR RESPECTIVE SUCCESSORS AND ASSIGNS AND EACH OF
THEIR RESPECTIVE SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
(COLLECTIVELY, THE "INDEMNIFIED PERSONS") HARMLESS FROM ANY AND AGAINST ANY AND
ALL LOSS, LIABILITY, OBLIGATION, DAMAGE, PENALTY, JUDGMENT, CLAIM, DEFICIENCY,
EXPENSE, INTEREST, PENALTIES, ATTORNEYS' FEES (INCLUDING THE FEES AND EXPENSES
OF ATTORNEYS ENGAGED BY THE INDEMNIFIED PERSON AT THE INDEMNIFIED PERSON'S
REASONABLE DISCRETION) AND AMOUNTS PAID IN SETTLEMENT ("CLAIMS") TO WHICH ANY
INDEMNIFIED PERSON MAY BECOME SUBJECT ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR THE COLLATERAL, INCLUDING ANY CLAIMS RESULTING FROM ANY INDEMNIFIED
PERSON'S OWN NEGLIGENCE, EXCEPT TO THE LIMITED EXTENT THAT THE CLAIMS ARE
PROXIMATELY CAUSED BY THE INDEMNIFIED PERSON'S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT. THE INDEMNIFICATION PROVIDED FOR IN THIS PARAGRAPH SHALL SURVIVE THE
TERMINATION OF THIS AGREEMENT AND