CONNECTION WITH SUCH LENDER'S CREDIT EVALUATION OF THE
BORROWER PRIOR TO ENTERING INTO THIS AGREEMENT, PROVIDED THAT, SUCH TRANSFEREE
OR PROSPECTIVE TRANSFEREE AGREES TO TREAT ANY SUCH INFORMATION WHICH IS NOT
PUBLIC AS CONFIDENTIAL IN ACCORDANCE WITH THE TERMS OF SECTION 12.14 HEREOF.
(E)
NOTWITHSTANDING ANY OTHER PROVISION SET FORTH IN THIS AGREEMENT,
ANY LENDER MAY AT ANY TIME PLEDGE OR ASSIGN ALL OR ANY PORTION OF ITS RIGHTS
UNDER THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS (INCLUDING, WITHOUT
LIMITATION, THE NOTES HELD BY IT) TO ANY FEDERAL RESERVE BANK IN ACCORDANCE WITH
REGULATION A OF THE FEDERAL RESERVE BOARD WITHOUT NOTICE TO, OR THE CONSENT OF,
THE BORROWER, PROVIDED THAT, NO SUCH PLEDGE OR ASSIGNMENT OF A SECURITY INTEREST
UNDER THIS SECTION 12.8(E) SHALL RELEASE A LENDER FROM ANY OBLIGATIONS HEREUNDER
OR SUBSTITUTE ANY SUCH PLEDGEE OR ASSIGNEE FOR SUCH LENDER AS A PARTY HERETO.
ANY LENDER WHICH IS A FUND MAY PLEDGE ALL OR ANY PORTION OF ITS NOTES OR LOANS
TO ITS TRUSTEE OR ITS SECURITY HOLDERS IN
145
SUPPORT OF ITS OBLIGATIONS TO ITS TRUSTEE.
NO SUCH PLEDGE OR ASSIGNMENT SHALL
RELEASE THE TRANSFEROR LENDER FROM ITS OBLIGATIONS HEREUNDER.
(F)
IN THE EVENT THAT THE HOLDER OF ANY NOTE (INCLUDING ANY LENDER)
SHALL TRANSFER SUCH NOTE, IT SHALL IMMEDIATELY ADVISE ADMINISTRATIVE AGENT AND
BORROWER OF SUCH TRANSFER, AND ADMINISTRATIVE AGENT AND BORROWER SHALL BE
ENTITLED CONCLUSIVELY TO ASSUME THAT NO TRANSFER OF ANY NOTE HAS BEEN MADE BY
ANY HOLDER (INCLUDING ANY LENDER) UNLESS AND UNTIL ADMINISTRATIVE AGENT AND
BORROWER SHALL HAVE RECEIVED WRITTEN NOTICE TO THE CONTRARY.
EXCEPT AS
OTHERWISE PROVIDED IN THIS AGREEMENT OR AS OTHERWISE EXPRESSLY AGREED IN WRITING
BY ALL OF THE OTHER PARTIES HERETO, NO LENDER SHALL, BY REASON OF THE TRANSFER
OF A NOTE OR OTHERWISE, BE RELIEVED OF ANY OF ITS OBLIGATIONS HEREUNDER.
EACH
TRANSFEREE OF ANY NOTE SHALL TAKE SUCH NOTE SUBJECT TO THE PROVISIONS OF THIS
AGREEMENT AND TO ANY REQUEST MADE, WAIVER OR CONSENT GIVEN OR OTHER ACTION TAKEN
HEREUNDER, PRIOR TO THE RECEIPT BY ADMINISTRATIVE AGENT AND BORROWER OF WRITTEN
NOTICE OF SUCH TRANSFER, BY EACH PREVIOUS HOLDER OF SUCH NOTE, AND, EXCEPT AS
EXPRESSLY OTHERWISE PROVIDED IN SUCH TRANSFER, ADMINISTRATIVE AGENT AND BORROWER
SHALL BE ENTITLED CONCLUSIVELY TO ASSUME THAT THE TRANSFEREE NAMED IN SUCH
NOTICE SHALL HEREAFTER BE VESTED WITH ALL RIGHTS AND POWERS UNDER THIS AGREEMENT
WITH RESPECT TO THE PRO RATA SHARE OF THE LOANS OF THE LENDER NAMED AS THE PAYEE
OF THE NOTE WHICH IS THE SUBJECT OF SUCH TRANSFER.
12.9
CONSENT TO JURISDICTION; MUTUAL WAIVER OF JURY TRIAL
(A)
EACH PARTY HERETO HEREBY IRREVOCABLY SUBMITS TO THE NONEXCLUSIVE
JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK STATE COURT SITTING IN THE
CITY OF NEW YORK IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT, AND HEREBY IRREVOCABLY AGREES THAT ALL
CLAIMS IN RESPECT TO SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN
ANY SUCH UNITED