the account of any Lender, such
Lender shall indemnify the Administrative Agent therefor, including all
penalties and interest, any taxes imposed by any jurisdiction on the amounts
payable to the Administrative Agent under this Section, and costs and expenses
(including Attorney Costs) of the Administrative Agent. The obligation of the
Lenders under this Section shall survive the termination of the Aggregate
Commitments, repayment of all other Obligations hereunder and the resignation of
the Administrative Agent.
10.16
REPLACEMENT OF LENDERS. UNDER ANY CIRCUMSTANCES SET FORTH HEREIN
PROVIDING THAT THE BORROWER SHALL HAVE THE RIGHT TO REPLACE A LENDER AS A PARTY
TO THIS AGREEMENT, THE BORROWER MAY, UPON NOTICE TO SUCH LENDER AND THE
ADMINISTRATIVE AGENT, REPLACE SUCH LENDER BY CAUSING SUCH LENDER TO ASSIGN ITS
COMMITMENT (WITH THE ASSIGNMENT FEE TO BE PAID BY THE BORROWER IN SUCH INSTANCE)
PURSUANT TO SECTION 10.07(B) TO ONE OR MORE OTHER LENDERS OR ELIGIBLE ASSIGNEES
PROCURED BY THE BORROWER; PROVIDED, HOWEVER, THAT IF THE BORROWER ELECTS TO
EXERCISE SUCH RIGHT WITH RESPECT TO ANY LENDER PURSUANT TO SECTION 3.06(B), IT
SHALL BE OBLIGATED TO REPLACE
99
ALL LENDERS THAT HAVE MADE SIMILAR REQUESTS FOR COMPENSATION PURSUANT TO
SECTION 3.01 OR 3.04. THE BORROWER SHALL (X) PAY IN FULL ALL PRINCIPAL,
INTEREST, FEES AND OTHER AMOUNTS OWING TO SUCH LENDER THROUGH THE DATE OF
REPLACEMENT (INCLUDING ANY AMOUNTS PAYABLE PURSUANT TO SECTION 3.05),
(Y) PROVIDE APPROPRIATE ASSURANCES AND INDEMNITIES (WHICH MAY INCLUDE LETTERS OF
CREDIT) TO THE L/C ISSUER AND THE SWING LINE LENDER AS EACH MAY REASONABLY
REQUIRE WITH RESPECT TO ANY CONTINUING OBLIGATION TO FUND PARTICIPATION
INTERESTS IN ANY L/C OBLIGATIONS OR ANY SWING LINE LOANS THEN OUTSTANDING, AND
(Z) RELEASE SUCH LENDER FROM ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS. ANY
LENDER BEING REPLACED SHALL EXECUTE AND DELIVER AN ASSIGNMENT AND ASSUMPTION
WITH RESPECT TO SUCH LENDER'S COMMITMENT AND OUTSTANDING LOANS AND
PARTICIPATIONS IN L/C OBLIGATIONS AND SWING LINE LOANS.
10.17
GOVERNING LAW.
(A)
THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF TEXAS APPLICABLE TO AGREEMENTS MADE AND TO BE
PERFORMED ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND
EACH LENDER SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.
(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 TEXAS
SITTING IN DALLAS COUNTY OR OF THE UNITED STATES FOR THE NORTHERN DISTRICT OF
TEXAS (DALLAS DIVISION), AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, THE
BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER CONSENTS, FOR ITSELF AND IN
RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE JURISDICTION OF THOSE COURTS. THE
BORROWER, THE ADMINISTRATIVE AGENT AND EACH LENDER IRREVOCABLY WAIVES ANY
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