Danaher 2009 Annual Report Download - page 196

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.
(d) The Administrative Agent shall provide the Company with a copy of any forms or other documents provided by any Lender to the Administrative
Agent pursuant to Section 3.01(e) and this Section 11.15.
. Under any circumstances set forth herein providing that the Company shall have the right to replace a Lender as a
party to this Agreement, the Company may, upon notice to such Lender and the Administrative Agent, replace such Lender by causing such Lender to assign
and delegate all its interests, rights and obligations under this Agreement and the other Loan Documents (with the assignment fee to be paid by the Company in
such instance) pursuant to Section 11.07(b) to one or more other Lenders or Eligible Assignees procured by the Company that shall assume such obligations;
provided, however, that (a) if the Company elects to exercise such right with respect to any Lender pursuant to Section 3.06(b), it shall be obligated to replace
all Lenders that have made similar requests for compensation pursuant to Section 3.01 or 3.04; (b) in the case of any Committed Loans denominated in an
Alternative Currency, no such assignment shall be required other than on the last day of the applicable Interest Period for such Committed Loans, unless the
affected Lenders consent thereto and (c) such Lender shall have received payment of an amount equal to all principal, accrued interest, accrued fees and other
amounts owing to such Lender hereunder and under the other Loan Documents through the date of replacement (including any amounts payable pursuant to
Section 3.05); and the Company shall (x) provide appropriate assurances and indemnities (which may include letters of credit) to the Swing Line Lender as
the Swing Line Lender may reasonably require with respect to any continuing obligation to fund participation interests in any Swing Line Loans then
outstanding, and (y) 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 Swing Line Loans.
.
(a) THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK 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 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, EACH OF THE BORROWERS, THE
ADMINISTRATIVE AGENT AND LENDERS CONSENTS, FOR ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
JURISDICTION OF THOSE COURTS. EACH 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 
, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY ACTION
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Credit Agreement
Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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