JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW.
NOTHING IN THIS ACCOUNTS AGREEMENT OR IN ANY OTHER FINANCING DOCUMENT SHALL
AFFECT ANY RIGHT THAT ANY SENIOR SECURED PARTY MAY OTHERWISE HAVE TO BRING ANY
ACTION OR PROCEEDING RELATING TO THIS ACCOUNTS AGREEMENT, ANY OTHER FINANCING
DOCUMENT AGAINST THE BORROWER, THE ACCOUNTS BANK OR ITS PROPERTIES IN THE COURTS
OF ANY JURISDICTION.
(C)
WAIVER OF VENUE. EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY
OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION
OR PROCEEDING ARISING OUT OF OR RELATING TO THIS ACCOUNTS AGREEMENT OR ANY OTHER
FINANCING DOCUMENT IN ANY COURT REFERRED TO IN SECTION 20.03(B). EACH OF THE
PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH
ACTION OR PROCEEDING IN ANY SUCH COURT.
(D)
APPOINTMENT OF PROCESS AGENT AND SERVICE OF PROCESS. THE BORROWER
HEREBY IRREVOCABLY APPOINTS C T CORPORATION SYSTEM WITH AN OFFICE ON THE DATE
HEREOF AT 111 EIGHTH AVENUE, NEW YORK, NEW YORK 10011, AS ITS AGENT TO RECEIVE
ON BEHALF OF ITSELF AND ITS PROPERTY SERVICES OF COPIES OF THE SUMMONS AND
COMPLAINT AND ANY OTHER PROCESS THAT MAY BE SERVED IN ANY SUCH ACTION OR
PROCEEDING IN THE STATE OF NEW YORK. IF FOR ANY REASON THE PROCESS AGENT SHALL
CEASE TO ACT AS SUCH FOR THE BORROWER, THE BORROWER HEREBY AGREES TO DESIGNATE A
NEW AGENT IN NEW YORK CITY ON THE TERMS AND FOR THE PURPOSES OF THIS
SECTION 20.03 REASONABLY SATISFACTORY TO THE COLLATERAL AGENT, ON BEHALF OF THE
SENIOR SECURED PARTIES. SUCH SERVICE MAY BE MADE BY MAILING OR DELIVERING A COPY
OF SUCH PROCESS TO THE BORROWER IN CARE OF THE PROCESS AGENT AT THE PROCESS
AGENT'S ABOVE ADDRESS, AND THE BORROWER HEREBY IRREVOCABLY AUTHORIZES AND
DIRECTS THE PROCESS AGENT TO ACCEPT SUCH SERVICE ON ITS BEHALF. AS AN
ALTERNATIVE METHOD OF SERVICE, THE BORROWER ALSO IRREVOCABLY CONSENTS TO THE
SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR PROCEEDING BY THE AIR
MAILING OF COPIES OF SUCH PROCESS TO THE BORROWER AT ITS THEN EFFECTIVE NOTICE
ADDRESSES PURSUANT TO SECTION 20.10 (NOTICES AND OTHER COMMUNICATIONS).
(E)
IMMUNITY. TO THE EXTENT THAT THE BORROWER HAS OR HEREAFTER MAY
ACQUIRE ANY IMMUNITY FROM JURISDICTION OF ANY COURT OR FROM ANY LEGAL PROCESS
(WHETHER THROUGH SERVICE OR NOTICE, ATTACHMENT PRIOR TO JUDGMENT, ATTACHMENT IN
AID OF EXECUTION, EXECUTION OR OTHERWISE) WITH RESPECT TO ITSELF OR ITS
PROPERTY, THE BORROWER HEREBY
76
IRREVOCABLY AND UNCONDITIONALLY WAIVES SUCH IMMUNITY IN RESPECT OF ITS
OBLIGATIONS UNDER THIS ACCOUNTS AGREEMENT, THE OTHER FINANCING DOCUMENTS AND,
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AGREES THAT THE WAIVERS SET
FORTH IN THIS SECTION 20.03(E) SHALL HAVE THE FULLEST SCOPE PERMITTED UNDER THE
FOREIGN SOVEREIGN IMMUNITIES ACT OF 1976 OF THE UNITED STATES AND ARE INTENDED
TO BE IRREVOCABLE FOR PURPOSES