ANY
OTHER CREDIT DOCUMENT NOR ANY OF THE TERMS HEREOF OR THEREOF (INCLUDING ANY
CONDITION PRECEDENT TO ANY EXTENSION OF CREDIT SET FORTH IN SECTION 5.1 OR 5.2)
MAY BE AMENDED, CHANGED, WAIVED, DISCHARGED OR TERMINATED UNLESS SUCH AMENDMENT,
CHANGE, WAIVER, DISCHARGE OR TERMINATION IS IN WRITING ENTERED INTO BY, OR
APPROVED IN WRITING BY, THE LENDER AND THE BORROWER.
12.7
Counterparts. This Agreement may be executed in any number of
counterparts, each of which when so executed and delivered shall be an original,
but all of which shall constitute one and the same instrument.
It shall not be
necessary in making proof of this Agreement to produce or account for more than
one such counterpart for each of the parties hereto.
Delivery by facsimile by
any of the parties hereto of an executed counterpart of this Agreement shall be
as effective as an original executed counterpart hereof and shall be deemed a
representation that an original executed counterpart hereof will be delivered.
12.8
Headings. The headings of the sections and subsections hereof are
provided for convenience only and shall not in any way affect the meaning or
construction of any provision of this Agreement.
12.9
Survival. All indemnities set forth herein shall survive the
execution and delivery of this Agreement, the making of the Loans, the issuance
of the Letters of Credit, the repayment of the Loans, LOC Obligations and other
obligations under the Credit Documents and the termination of the Commitments
hereunder, and all representations and warranties made by the Borrower herein
shall survive delivery of the Note and the making of the Loans hereunder.
12.10
Governing Law. THIS AGREEMENT AND, UNLESS OTHERWISE EXPRESSLY
PROVIDED THEREIN, THE OTHER CREDIT DOCUMENTS AND THE RIGHTS AND OBLIGATIONS OF
THE PARTIES HEREUNDER AND THEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF OKLAHOMA.
12.11
WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY LAW, EACH OF THE
LENDER, THE BORROWER AND THE PARENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL
BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO
THIS AGREEMENT, ANY OF THE OTHER CREDIT DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
12.12
SEVERABILITY. IF ANY PROVISION OF ANY OF THE CREDIT DOCUMENTS IS
DETERMINED TO BE ILLEGAL, INVALID OR UNENFORCEABLE, SUCH PROVISION SHALL BE
FULLY SEVERABLE AND THE REMAINING PROVISIONS SHALL REMAIN IN FULL FORCE AND
EFFECT AND SHALL BE CONSTRUED WITHOUT GIVING EFFECT TO THE ILLEGAL, INVALID OR
UNENFORCEABLE PROVISIONS.
12.13
ENTIRE AGREEMENT. THIS AGREEMENT TOGETHER WITH THE OTHER CREDIT
DOCUMENTS REPRESENT THE ENTIRE AGREEMENT OF THE PARTIES HERETO AND THERETO, AND
SUPERSEDE ALL PRIOR AGREEMENTS AND UNDERSTANDINGS, ORAL OR WRITTEN, IF ANY,
INCLUDING ANY COMMITMENT LETTERS OR CORRESPONDENCE RELATING TO THE CREDIT
DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREIN AND THEREIN. TO THE EXTENT
THAT THERE IS ANY IRRECONCILABLE CONFLICT OR INCONSISTENCY BETWEEN ANY PROVISION
OF THIS AGREEMENT AND ANY PROVISION OF ANY OTHER CREDIT DOCUMENT, THIS AGREEMENT
SHALL GOVERN AND CONTROL.
12.14
BINDING