AND WHICH IS NOT A "UNITED STATES PERSON" (AS SUCH TERM IS
DEFINED IN SECTION 7701(A)(30) OF THE CODE) FOR UNITED STATES FEDERAL INCOME TAX
PURPOSES, THE RESPECTIVE ASSIGNEE SHALL PROVIDE TO BORROWER AND ADMINISTRATIVE
AGENT THE APPROPRIATE IRS FORMS (AND, IF APPLICABLE A SECTION 4.5(D)
CERTIFICATE) DESCRIBED IN SECTION 4.5(D).
EACH ASSIGNEE SHALL TAKE SUCH CREDIT
EXPOSURE 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 CREDIT EXPOSURE.
SUCH ASSIGNMENT AND ASSUMPTION
AGREEMENT SHALL BE DEEMED TO AMEND THIS AGREEMENT, TO THE EXTENT, AND ONLY TO
THE EXTENT, NECESSARY TO REFLECT THE ADDITION OF SUCH ASSIGNEE AS A LENDER AND
THE RESULTING ADJUSTMENT OF ALL OR A PORTION OF THE RIGHTS AND OBLIGATIONS OF
SUCH TRANSFEROR LENDER UNDER THIS AGREEMENT, THE DETERMINATION OF ITS PRO RATA
SHARE OF THE APPLICABLE FACILITY (IN EACH CASE, ROUNDED TO TWELVE DECIMAL
PLACES), THE LOANS AND ANY NEW NOTES TO BE ISSUED, AT BORROWER'S EXPENSE, TO
SUCH ASSIGNEE, AND NO FURTHER CONSENT OR ACTION BY BORROWER OR THE LENDERS SHALL
BE REQUIRED TO EFFECT SUCH AMENDMENTS.
(D)
BORROWER AUTHORIZES EACH LENDER TO DISCLOSE TO ANY PARTICIPANT OR
ASSIGNEE (EACH, A "TRANSFEREE") AND ANY PROSPECTIVE TRANSFEREE ANY AND ALL
FINANCIAL INFORMATION IN SUCH LENDER'S POSSESSION CONCERNING BORROWER AND ANY
SUBSIDIARY OF BORROWER WHICH HAS BEEN DELIVERED TO SUCH LENDER BY BORROWER
PURSUANT TO THIS AGREEMENT OR WHICH HAS BEEN DELIVERED TO SUCH LENDER BY
BORROWER IN CONNECTION WITH SUCH LENDER'S CREDIT EVALUATION OF BORROWER PRIOR TO
ENTERING INTO THIS AGREEMENT, PROVIDED THAT, SUCH TRANSFEREE OR ANY PROSPECTIVE
TRANSFEREE AGREES TO TREAT SUCH FINANCIAL INFORMATION WHICH IS NOT PUBLIC IN
ACCORDANCE WITH THE TERMS OF SECTION 12.16 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,
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 OR OTHER REPRESENTATIVES OF THE CREDITOR
IN SUPPORT OF ITS OBLIGATIONS TO ITS TRUSTEE OR OTHER REPRESENTATIVES OF THE
CREDITOR.
NO SUCH PLEDGE OR ASSIGNMENT SHALL RELEASE THE TRANSFEROR LENDER FROM
ITS OBLIGATIONS HEREUNDER.
12.9
CONSENT TO JURISDICTION; MUTUAL WAIVER OF JURY TRIAL.
(A)
BORROWER, ADMINISTRATIVE AGENT, AND EACH LENDER HEREBY IRREVOCABLY
SUBMIT TO THE NONEXCLUSIVE JURISDICTION OF ANY UNITED STATES FEDERAL OR NEW YORK
STATE COURT SITTING