THE CREDIT AGREEMENT (INCLUDING, WITHOUT
LIMITATION, ALL OR ANY PORTION OF ITS COMMITMENT, THE ADVANCES OWING TO IT AND
THE NOTE OR NOTES HELD BY IT) TO ANY OTHER PERSON, AND SUCH OTHER PERSON SHALL
THEREUPON BECOME VESTED WITH ALL THE BENEFITS IN RESPECT THEREOF GRANTED TO SUCH
LENDER HEREIN OR OTHERWISE, SUBJECT, HOWEVER, IN ALL RESPECTS TO THE PROVISIONS
OF THE CREDIT AGREEMENT.
EACH GUARANTOR ACKNOWLEDGES THAT UPON ANY PERSON
BECOMING A LENDER, THE ADMINISTRATIVE AGENT IN ACCORDANCE WITH THE CREDIT
AGREEMENT, SUCH PERSON SHALL BE ENTITLED TO THE BENEFITS HEREOF.
ARTICLE XIII.
GOVERNING LAW.
THIS GUARANTY SHALL BE GOVERNED BY,
AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS.
EACH GUARANTOR HEREBY IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY TEXAS STATE
OR FEDERAL COURT SITTING IN DALLAS, TEXAS IN ANY ACTION OR PROCEEDING ARISING
OUT OF OR RELATING TO THIS GUARANTY AND THE OTHER LOAN DOCUMENTS, AND EACH
GUARANTOR HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH COURT.
EACH GUARANTOR HEREBY
IRREVOCABLY WAIVES, TO THE FULLEST EXTENT IT MAY EFFECTIVELY DO SO, ANY RIGHT IT
MAY HAVE TO THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING.
EACH GUARANTOR HEREBY AGREES THAT SERVICE OF COPIES OF
THE SUMMONS AND COMPLAINT AND ANY OTHER PROCESS WHICH MAY BE SERVED IN ANY SUCH
ACTION OR PROCEEDING MAY BE MADE BY MAILING OR DELIVERING A COPY OF SUCH PROCESS
TO SUCH GUARANTOR AT ITS ADDRESS SET FORTH IN THE CREDIT AGREEMENT OR SET FORTH
ON THE SIGNATURE PAGE OF THIS GUARANTY.
EACH GUARANTOR AGREES THAT A FINAL
JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE
ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER
PROVIDED BY LAW.
NOTHING IN THIS SECTION SHALL AFFECT THE RIGHTS OF ANY
BENEFICIARY TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY THE LAW OR
AFFECT THE RIGHT OF ANY BENEFICIARY TO BRING ANY ACTION OR PROCEEDING AGAINST
ANY GUARANTOR OR ITS PROPERTY IN THE COURTS OF ANY OTHER JURISDICTION.
ARTICLE XIV.
INDEMNIFICATION.
EACH GUARANTOR SHALL INDEMNIFY EACH
OF THE Beneficiaries, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND
AGENTS FROM, AND DISCHARGE, RELEASE, AND HOLD EACH OF THEM HARMLESS AGAINST, ANY
AND ALL LIABILITIES, OBLIGATIONS, LOSSES, CLAIMS, EXPENSES, OR DAMAGES OF ANY
KIND OR NATURE WHATSOEVER TO WHICH ANY OF THEM MAY BECOME SUBJECT
7
RELATING TO OR ARISING OUT OF THIS GUARANTY, INCLUDING ANY LIABILITIES,
OBLIGATIONS, LOSSES, CLAIMS, EXPENSES, OR DAMAGES WHICH ARISE OUT OF OR RESULT
FROM (A) ANY ACTUAL OR PROPOSED USE BY THE BORROWER, ANY GUARANTOR OR ANY
AFFILIATE OF THE BORROWER OR ANY GUARANTOR OF THE PROCEEDS OF THE ADVANCES,
(B) ANY BREACH BY THE BORROWER OR ANY GUARANTOR OF ANY PROVISION OF THE CREDIT
AGREEMENT OR ANY OTHER LOAN DOCUMENT, (C) ANY INVESTIGATION, LITIGATION OR OTHER
PROCEEDING (INCLUDING ANY THREATENED INVESTIGATION OR PROCEEDING) RELATING TO
THE