THE APPLICABLE BACK-UP WITHHOLDING TAX IMPOSED BY THE CODE,
WITHOUT REDUCTION.
(C)
IF ANY GOVERNMENTAL AUTHORITY ASSERTS THAT THE BORROWER OR THE
ADMINISTRATIVE AGENT DID NOT PROPERLY WITHHOLD OR BACKUP WITHHOLD, AS THE CASE
MAY BE, ANY TAX OR OTHER AMOUNT FROM PAYMENTS MADE TO OR FOR THE ACCOUNT OF ANY
FOREIGN LENDER OR U.S. LENDER, SUCH FOREIGN LENDER OR U.S. LENDER SHALL
INDEMNIFY THE BORROWER AND THE ADMINISTRATIVE AGENT THEREFOR, INCLUDING ALL
PENALTIES AND INTEREST, ANY TAXES IMPOSED BY ANY JURISDICTION ON THE AMOUNTS
PAYABLE TO THE BORROWER AND THE ADMINISTRATIVE AGENT UNDER THIS SECTION 10.15,
AND COSTS AND EXPENSES (INCLUDING ATTORNEY COSTS) OF THE BORROWER AND THE
ADMINISTRATIVE AGENT.
THE OBLIGATION OF THE FOREIGN LENDERS OR U.S. LENDERS,
SEVERALLY, UNDER THIS SECTION 10.15 SHALL SURVIVE THE TERMINATION OF THE
AGGREGATE COMMITMENTS, REPAYMENT OF ALL OTHER OBLIGATIONS HEREUNDER AND THE
RESIGNATION OF THE ADMINISTRATIVE AGENT.
10.16
Governing Law.
(a)
THIS AGREEMENT AND EACH OTHER LOAN DOCUMENT
SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF
NEW YORK.
(B)
ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS AGREEMENT OR
ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF THE STATE OF NEW YORK
SITTING IN NEW YORK CITY OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT OF
SUCH STATE, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE BORROWER, EACH
AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO
THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS.
THE BORROWER, EACH AGENT AND
EACH LENDER IRREVOCABLY WAIVES ANY
143
OBJECTION, INCLUDING ANY OBJECTION TO THE LAYING OF VENUE OR BASED ON THE
GROUNDS OF FORUM NON CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE
BRINGING OF ANY ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF ANY LOAN
DOCUMENT OR OTHER DOCUMENT RELATED THERETO.
10.17
Waiver of Right to Trial by Jury.
EACH PARTY TO THIS AGREEMENT
HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH
OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO OR ANY OF THEM
WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH
CASE WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT
OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH
CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT
A JURY, AND THAT ANY PARTY TO THIS AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR
A COPY OF THIS SECTION 10.17 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT
OF THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.
10.18
Binding Effect.
This Agreement shall become effective when it shall
have been executed by the Borrower and the Administrative Agent shall have been
notified by each Lender, Swing Line Lender and the L/C Issuer that each