party (as determined by a court of
competent jurisdiction in a final and non-appealable judgment).
(C)
ALL OBLIGATIONS SHALL BE JOINT AND SEVERAL, AND EACH BORROWER
SHALL MAKE PAYMENT UPON THE MATURITY OF THE OBLIGATIONS BY ACCELERATION OR
OTHERWISE, AND SUCH OBLIGATION AND LIABILITY ON THE PART OF EACH BORROWER SHALL
IN NO WAY BE AFFECTED BY ANY EXTENSIONS, RENEWALS AND FORBEARANCE GRANTED TO
AGENT OR ANY LENDER TO ANY BORROWER, FAILURE OF AGENT OR ANY LENDER TO GIVE ANY
BORROWER NOTICE OF BORROWING OR ANY OTHER NOTICE, ANY FAILURE OF AGENT OR ANY
LENDER TO PURSUE OR PRESERVE ITS RIGHTS AGAINST ANY BORROWER, THE RELEASE BY
AGENT OR ANY LENDER OF ANY COLLATERAL NOW OR THEREAFTER ACQUIRED FROM ANY
BORROWER, AND SUCH AGREEMENT BY EACH BORROWER TO PAY UPON ANY NOTICE ISSUED
PURSUANT THERETO IS UNCONDITIONAL AND UNAFFECTED BY PRIOR RECOURSE BY AGENT OR
ANY LENDER TO THE OTHER BORROWERS OR ANY COLLATERAL FOR SUCH BORROWER'S
OBLIGATIONS OR THE LACK THEREOF. EACH BORROWER WAIVES ALL SURETYSHIP DEFENSES.
15.2.
WAIVER OF SUBROGATION. EACH BORROWER EXPRESSLY WAIVES ANY AND ALL
RIGHTS OF SUBROGATION, REIMBURSEMENT, INDEMNITY, EXONERATION, CONTRIBUTION OF
ANY OTHER CLAIM WHICH SUCH BORROWER MAY NOW OR HEREAFTER HAVE AGAINST THE OTHER
BORROWERS OR OTHER PERSON DIRECTLY OR CONTINGENTLY LIABLE FOR THE OBLIGATIONS
HEREUNDER, OR AGAINST OR WITH RESPECT TO THE OTHER BORROWERS' PROPERTY
(INCLUDING, WITHOUT LIMITATION, ANY PROPERTY WHICH IS COLLATERAL FOR THE
OBLIGATIONS), ARISING FROM THE EXISTENCE OR PERFORMANCE OF THIS AGREEMENT, UNTIL
TERMINATION OF THIS AGREEMENT AND REPAYMENT IN FULL OF THE OBLIGATIONS.
XVI
MISCELLANEOUS.
16.1.
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS APPLIED TO CONTRACTS TO BE
PERFORMED WHOLLY WITHIN THE STATE OF TEXAS. ANY JUDICIAL PROCEEDING BROUGHT BY
OR AGAINST ANY BORROWER WITH RESPECT TO ANY OF THE OBLIGATIONS, THIS AGREEMENT,
THE OTHER DOCUMENTS OR ANY RELATED AGREEMENT MAY BE BROUGHT IN ANY COURT OF
COMPETENT JURISDICTION IN THE STATE OF TEXAS, UNITED STATES OF AMERICA, AND, BY
EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH BORROWER ACCEPTS FOR ITSELF AND
IN CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE
NON-EXCLUSIVE JURISDICTION OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE
BOUND BY ANY JUDGMENT RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT. EACH
BORROWER HEREBY WAIVES PERSONAL SERVICE OF ANY AND ALL PROCESS UPON IT AND
CONSENTS THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL (RETURN
RECEIPT REQUESTED) DIRECTED TO BORROWING AGENT AT ITS ADDRESS SET FORTH IN
SECTION 16.6 AND SERVICE SO MADE SHALL BE DEEMED COMPLETED FIVE (5) DAYS AFTER
THE SAME SHALL HAVE BEEN SO DEPOSITED IN THE MAILS OF THE UNITED STATES OF
AMERICA, OR, AT THE AGENT'S OPTION, BY SERVICE UPON BORROWING AGENT WHICH EACH
BORROWER IRREVOCABLY APPOINTS AS SUCH BORROWER'S AGENT FOR THE PURPOSE OF
ACCEPTING SERVICE WITHIN THE STATE OF TEXAS. NOTHING HEREIN SHALL AFFECT THE
RIGHT TO SERVE PROCESS IN ANY MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT
OF AGENT