THE TRANSACTION
DESCRIBED HEREIN.
THE BORROWER SHALL INDEMNIFY THE BANKS AGAINST ANY TRANSFER
TAXES, DOCUMENT TAXES, ASSESSMENTS OR CHARGES MADE BY ANY GOVERNMENTAL AUTHORITY
BY REASON OF THE EXECUTION, DELIVERY AND FILING OF THE LOAN DOCUMENTS.
THE
OBLIGATIONS OF THIS SECTION 18 SHALL SURVIVE ANY TERMINATION OF THIS AGREEMENT,
THE EXPIRATION OF THE LOANS AND THE PAYMENT OF ALL INDEBTEDNESS OF THE BORROWER
TO THE BANKS HEREUNDER AND UNDER THE NOTES.
19.
INDEMNITY.
EACH BORROWER HEREBY AGREES TO INDEMNIFY THE AGENT,
THE ARRANGER, EACH BANK, THEIR RESPECTIVE AFFILIATES, AND EACH OF THEIR
DIRECTORS, OFFICERS, AND EMPLOYEES (THE "INDEMNIFIED PARTIES") AGAINST ALL
LOSSES, CLAIMS, DAMAGES, PENALTIES, JUDGMENTS, LIABILITIES AND EXPENSES
(INCLUDING, WITHOUT LIMITATION, ALL EXPENSES OF LITIGATION OR PREPARATION
THEREFOR ANY OF ANY INDEMNIFIED PARTY, THE AGENT, THE ARRANGER, ANY BANK OR ANY
AFFILIATE IS A PARTY THERETO) WHICH ANY OF THEM MAY PAY OR INCUR ARISING OUT OF
OR RELATING TO THIS AGREEMENT, THE OTHER LOAN DOCUMENTS, THE TRANSACTIONS
CONTEMPLATED HEREBY OR THE DIRECT OR INDIRECT APPLICATION OR PROPOSED
APPLICATION OF THE PROCEEDS OF ANY LOAN HEREUNDER EVEN IF ANY OF THE FOREGOING
ARISES OUT OF THE ORDINARY NEGLIGENCE OF THE PARTY SEEKING INDEMNIFICATION
EXCEPT TO THE EXTENT THAT THEY ARE DETERMINED IN A FINAL NON-APPEALABLE JUDGMENT
BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED FROM THE GROSS NEGLIGENCE
OR WILLFUL MISCONDUCT OF THE PARTY SEEKING INDEMNIFICATION.
THE INDEMNITY SET
FORTH HEREIN SHALL BE IN ADDITION TO ANY OTHER OBLIGATIONS OR LIABILITIES OF
EITHER BORROWER TO ANY INDEMNIFIED PARTY, THE AGENT, THE ARRANGER AND EACH OF
THE BANKS HEREUNDER OR AT COMMON LAW OR OTHERWISE, AND SHALL SURVIVE ANY
TERMINATION OF THIS AGREEMENT, THE EXPIRATION OF THE LOANS AND THE PAYMENT OF
ALL INDEBTEDNESS OF THE BORROWER TO THE BANKS HEREUNDER AND UNDER THE NOTES.
THE PARTIES INTEND FOR THE PROVISIONS OF THIS SECTION TO APPLY TO AND PROTECT
EACH INDEMNIFIED PARTY FROM THE CONSEQUENCES OF ANY LIABILITY INCLUDING STRICT
LIABILITY IMPOSED OR THREATENED TO BE IMPOSED ON AGENT AS WELL AS FROM THE
CONSEQUENCES OF ITS OWN NEGLIGENCE, WHETHER OR NOT THAT NEGLIGENCE IS THE SOLE,
CONTRIBUTING, OR CONCURRING CAUSE OF ANY CLAIM.
20.
GOVERNING LAW.
THIS AGREEMENT IS BEING EXECUTED AND DELIVERED,
AND IS INTENDED TO BE PERFORMED, IN DALLAS, TEXAS, AND THE SUBSTANTIVE LAWS OF
TEXAS SHALL GOVERN THE VALIDITY, CONSTRUCTION, ENFORCEMENT AND INTERPRETATION OF
THIS AGREEMENT AND ALL OTHER DOCUMENTS AND INSTRUMENTS REFERRED TO HEREIN,
UNLESS OTHERWISE
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SPECIFIED THEREIN OR UNLESS THE LAWS OF ANOTHER STATE REQUIRE THE APPLICATION OF
THE LAWS OF SUCH STATE.
21.
INVALID PROVISIONS.
IF ANY PROVISION OF THIS AGREEMENT IS HELD TO
BE ILLEGAL, INVALID, OR UNENFORCEABLE UNDER PRESENT OR FUTURE LAWS EFFECTIVE
DURING THE TERM OF THIS AGREEMENT, SUCH PROVISIONS SHALL BE FULLY SEVERABLE AND
THIS AGREEMENT SHALL BE CONSTRUED AND ENFORCED AS IF SUCH ILLEGAL, INVALID OR
UNENFORCEABLE PROVISION HAD NEVER COMPRISED A PART OF THIS AGREEMENT, AND THE
REMAINING PROVISIONS OF THE AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT AND
SHALL NOT BE AFFECTED