REMAIN SOLELY RESPONSIBLE TO THE OTHER PARTIES
HERETO FOR THE PERFORMANCE OF SUCH OBLIGATIONS, (III) SUCH BANK SHALL REMAIN THE
HOLDER OF ANY SUCH NOTE AND LETTER OF CREDIT PARTICIPATIONS AND THE MAKER OF ANY
ADVANCE FOR ALL PURPOSES OF THIS AGREEMENT, (IV) THE BORROWERS, THE AGENT, THE
EURO-AGENT, ANY ISSUING BANK, ANY LOCAL CURRENCY AGENT
AND THE OTHER BANKS
SHALL CONTINUE TO DEAL SOLELY AND DIRECTLY WITH SUCH BANK IN CONNECTION WITH
SUCH BANK'S RIGHTS AND OBLIGATIONS UNDER THIS AGREEMENT, AND (V) ANY AGREEMENT
BETWEEN SUCH BANK AND ANY PARTICIPANT IN CONNECTION WITH SUCH PARTICIPATING
INTEREST SHALL NOT RESTRICT SUCH BANK'S RIGHT TO AGREE TO ANY AMENDMENT OR
WAIVER OF ANY PROVISION OF THIS AGREEMENT OR ANY APPLICABLE LOCAL CURRENCY
ADDENDUM, OR ANY CONSENT TO ANY DEPARTURE BY ANY BORROWER THEREFROM, EXCEPT (TO
THE EXTENT SUCH PARTICIPANT WOULD BE AFFECTED THEREBY) A REDUCTION OF THE
PRINCIPAL OF, OR INTEREST ON, ANY ADVANCE OR POSTPONEMENT OF ANY DATE FIXED FOR
PAYMENT THEREOF OR A RELEASE OF THE COMPANY'S GUARANTY OBLIGATIONS PURSUANT TO
ARTICLE VIII.
(F)
ANY BANK MAY, IN CONNECTION WITH ANY ASSIGNMENT OR PARTICIPATION OR
PROPOSED ASSIGNMENT OR PARTICIPATION PURSUANT TO THIS SECTION 9.08, DISCLOSE TO
THE ASSIGNEE OR PARTICIPANT OR PROPOSED ASSIGNEE OR PARTICIPANT, ANY INFORMATION
RELATING TO THE BORROWERS FURNISHED TO SUCH BANK BY OR ON BEHALF OF THE
BORROWERS; PROVIDED THAT, PRIOR TO ANY SUCH DISCLOSURE OF NON-PUBLIC
INFORMATION, SUCH BANK SHALL HAVE OBTAINED THE COMPANY'S CONSENT (WHICH CONSENT
SHALL NOT BE UNREASONABLY WITHHELD OR DELAYED) AND, THE ASSIGNEE OR PARTICIPANT
OR PROPOSED ASSIGNEE OR PARTICIPANT SHALL AGREE TO PRESERVE THE CONFIDENTIALITY
OF ANY CONFIDENTIAL INFORMATION RELATING TO THE BORROWERS RECEIVED BY IT FROM
SUCH BANK.
(G)
NOTWITHSTANDING ANY OTHER PROVISIONS SET FORTH IN THIS AGREEMENT, ANY BANK
AT ANY TIME MAY ASSIGN, AS COLLATERAL OR OTHERWISE, ANY OF ITS RIGHTS
(INCLUDING, WITHOUT LIMITATION, RIGHTS TO PAYMENTS OF PRINCIPAL OF AND/OR
INTEREST ON THE ADVANCES) UNDER THIS AGREEMENT TO ANY FEDERAL RESERVE BANK
WITHOUT NOTICE TO OR CONSENT OF THE COMPANY, ANY BORROWING SUBSIDIARY, ANY OTHER
BANK, THE AGENT, THE EURO-AGENT OR ANY LOCAL CURRENCY AGENT.
SECTION 9.09.
CONSENT TO JURISDICTION.
(A)
EACH OF THE COMPANY AND EACH
BORROWING SUBSIDIARY HEREBY IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVE
JURISDICTION OF ANY NEW YORK STATE OR FEDERAL COURT SITTING IN NEW YORK CITY AND
ANY APPELLATE COURT FROM ANY THEREOF IN ANY ACTION OR PROCEEDING ARISING OUT OF
OR RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH NEW
YORK STATE OR IN SUCH FEDERAL COURT.
EACH OF THE COMPANY AND EACH BORROWING
SUBSIDIARY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT THAT IT MAY
EFFECTIVELY DO SO, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF
ANY SUCH ACTION OR PROCEEDING.
THE COMPANY HAS IRREVOCABLY APPOINTED AND EACH
BORROWING SUBSIDIARY HEREBY IRREVOCABLY APPOINTS CT CORPORATION SYSTEM (THE
"PROCESS AGENT"), WITH AN OFFICE ON THE DATE HEREOF AT 111 EIGHTH AVENUE, NEW