Loans and the termination of the US Tranche Commitments,
Canadian Allocated Commitments and Term Commitments.
To the extent that any
payments on the Indebtedness under the Loan Documents or proceeds of any
Collateral are subsequently invalidated, declared to be fraudulent or
preferential, set aside or required to be repaid to a trustee, debtor in
possession, receiver or other Person under any bankruptcy law, common law or
equitable cause, then to such extent, the Indebtedness under the Loan Documents
so satisfied shall be revived and continue as if such payment or proceeds had
not been received and each Applicable Administrative Agent's and Lenders' Liens,
security interests, rights, powers and remedies under this Agreement and each
Security Instrument shall continue in full force and effect.
In such event,
each Security Instrument shall be automatically reinstated and the Applicable
Borrower shall take such action as may be reasonably requested by the Applicable
Administrative Agent and the Lenders to effect such reinstatement.
Section 13.11
Reserved.
Section 13.12
NO ORAL AGREEMENTS.
THE LOAN DOCUMENTS EMBODY
THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN THE PARTIES AND SUPERSEDE ALL
OTHER AGREEMENTS AND UNDERSTANDINGS BETWEEN SUCH PARTIES RELATING TO THE SUBJECT
MATTER HEREOF AND THEREOF.
THE LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.
THERE ARE NO
UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.
Section 13.13
GOVERNING LAW; SUBMISSION TO JURISDICTION.
(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 US LENDER TO
CHARGE INTEREST AT THE RATE ALLOWED BY THE LAWS OF THE STATE WHERE SUCH LENDER
IS LOCATED OR APPLICABLE CANADIAN LAW PERMITS ANY CANADIAN TRANCHE REVOLVING
LENDER TO CHARGE INTEREST AT THE RATE ALLOWED BY THE LAWS OF THE JURISDICTION
WHERE SUCH LENDER IS LOCATED.
CH. 346 OF THE TEXAS FINANCE CODE (WHICH
REGULATES CERTAIN REVOLVING
99
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 BORROWER 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
BORROWER 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 THE ADMINISTRATIVE AGENTS OR
ANY LENDER FROM OBTAINING JURISDICTION OVER EACH BORROWER IN ANY COURT OTHERWISE
HAVING JURISDICTION.
(c)
EACH BORROWER IRREVOCABLY CONSENTS TO