including obligations to make Loans
and account for moneys actually received by them in accordance with the terms
hereof.
Whenever the provisions of this Credit Agreement or any other Fundamental
Document provide that, if any Credit Party shall fail to do any act or thing
which it has covenanted to do hereunder, the Administrative Agent may (but shall
not be obligated to) do the same or cause it to be done or remedy any such
breach and if the Administrative Agent does the same or causes it to be done,
there shall be added to the Obligations hereunder the cost or expense incurred
by the Administrative Agent in so doing, and any and all amounts expended by the
Administrative Agent in taking any such action shall be repayable to it upon its
demand therefor and shall (x) for advances made by the Administrative Agent,
bear interest at 2% in excess of the Alternate Base Rate, from time to time in
effect from the date advanced to the date of repayment.
All indemnities contained in this Section 13.5 shall survive the expiration or
earlier termination of this Credit Agreement and shall inure to the benefit of
any Person who was a Lender notwithstanding such Person's assignment of all its
Loans and Commitments as to any actions taken or omitted to be taken by it while
it was a Lender.
SECTION 13.6
CHOICE OF LAW. THIS CREDIT AGREEMENT AND THE NOTES SHALL IN ALL
RESPECTS BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE
OF NEW YORK WHICH ARE APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED WHOLLY
WITHIN SUCH STATE AND, IN THE CASE OF PROVISIONS RELATING TO INTEREST RATES, ANY
APPLICABLE LAW OF THE UNITED STATES OF AMERICA. EACH LETTER OF CREDIT SHALL BE
GOVERNED BY, AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OR
RULES DESIGNATED IN SUCH LETTER OF CREDIT, OR IF NO SUCH LAWS OR RULES ARE
DESIGNATED, THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS,
INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 600 OR THE INTERNATIONAL
STANDBY PRACTICES 1998 OF THE INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO.
590, AS THE CASE MAY BE (THE "UNIFORM CUSTOMS") AND, AS TO MATTERS NOT GOVERNED
BY THE UNIFORM CUSTOMS, THE LAWS OF THE STATE OF NEW YORK.
SECTION 13.7
WAIVER OF JURY TRIAL. TO THE EXTENT NOT PROHIBITED BY APPLICABLE
LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES, AND COVENANTS THAT
IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO
TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM, DEMAND, ACTION, OR
CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS
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CREDIT AGREEMENT, THE SUBJECT MATTER HEREOF, ANY OTHER FUNDAMENTAL DOCUMENT OR
THE SUBJECT MATTER THEREOF, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER
ARISING AND WHETHER IN CONTRACT OR TORT OR OTHERWISE. EACH PARTY HERETO
ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THE