Section 12.15 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, any Credit
Party,
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 in support of its
obligations
to its
trustee.
No such
pledge or
assignment shall release the transferor Lender from its obligations hereunder.
1.104
CONSENT TO JURISDICTION; MUTUAL WAIVER OF JURY TRIAL.
(a)
ANY LEGAL ACTION OR
PROCEEDING
WITH RESPECT TO THIS
AGREEMENT OR ANY OTHER CREDIT
DOCUMENT MAY BE BROUGHT IN THE COURTS OF
THE STATE OF NEW YORK
SITTING IN NEW YORK,
NEW YORK OR COURTS OF THE UNITED
STATES FOR THE
SOUTHERN
DISTRICT OF NEW YORK,
AND, BY
EXECUTION
AND DELIVERY OF THIS
AGREEMENT,
EACH CREDIT PARTY HEREBY
IRREVOCABLY
ACCEPTS FOR ITSELF AND IN RESPECT OF ITS
PROPERTY,
GENERALLY
AND
UNCONDITIONALLY,
THE
NON-EXCLUSIVE
JURISDICTION
OF THE
AFORESAID
COURTS.
EACH CREDIT PARTY
FURTHER
IRREVOCABLY
CONSENTS TO THE SERVICE OF PROCESS OUT OF ANY OF THE
AFOREMENTIONED
COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES
THEREOF BY REGISTERED OR CERTIFIED
MAIL,
POSTAGE
PREPAID,
TO SUCH CREDIT PARTY,
AT THE ADDRESS
PROVIDED FOR IN SECTION 12.3, SUCH
SERVICE TO BECOME EFFECTIVE THIRTY (30) DAYS AFTER SUCH MAILING.
NOTHING HEREIN SHALL AFFECT THE RIGHT OF
ADMINISTRATIVE
AGENT UNDER
THIS
AGREEMENT,
ANY LENDER OR THE HOLDER OF ANY NOTE TO SERVE
PROCESS IN ANY OTHER
MANNER
PERMITTED
BY LAW OR TO
COMMENCE
LEGAL
PROCEEDINGS OR OTHERWISE PROCEED AGAINST EACH CREDIT PARTY IN ANY OTHER JURISDICTION.
(b)
EACH CREDIT PARTY HEREBY
IRREVOCABLY
WAIVES ANY OBJECTION
WHICH IT MAY NOW OR HEREAFTER
HAVE TO THE LAYING OF VENUE OF ANY
OF THE AFORESAID
ACTIONS OR PROCEEDINGS
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT BROUGHT IN THE
COURTS
REFERRED OF IN CLAUSE (A) ABOVE AND HEREBY FURTHER
IRREVOCABLY
WAIVES AND AGREES NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT
ANY SUCH ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
(c)
EACH OF THE
PARTIES
TO THIS
AGREEMENT
HEREBY
IRREVOCABLY
WAIVES
ANY
RIGHT IT MAY HAVE TO TRIAL BY JURY IN ANY COURT OR
JURISDICTION,
INCLUDING WITHOUT
LIMITATION THOSE REFERRED TO IN CLAUSE (A) ABOVE, IN RESPECT TO ANY MATTER ARISING OUT OF OR RELATING
TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
(d)
THIS
AGREEMENT
AND EACH