SECTION 11.5 (GOVERNING LAW; JURISDICTION; CONSENT
TO SERVICE OF PROCESS). EACH OF THE PARTIES HERETO 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) EACH PARTY TO THIS AGREEMENT IRREVOCABLY CONSENTS TO THE SERVICE OF PROCESS
IN THE MANNER PROVIDED FOR NOTICES IN SECTION 11.1 (NOTICES) AND, IN THE CASE OF
THE BORROWER, CLAUSE (D) BELOW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN
DOCUMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW.
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(e) THE BORROWER SHALL AT ALL TIMES MAINTAIN AN AGENT FOR SERVICE OF PROCESS IN
THE STATE OF NEW YORK. THE BORROWER HEREBY APPOINTS AS SUCH AGENT, AND AGREES
THAT THE PROCESS BY WHICH ANY SUIT, ACTION OR PROCEEDING IN THE STATE OF NEW
YORK BEGUN IN CONNECTION WITH THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE
SERVED ON IT BY BEING DELIVERED TO C T CORPORATION SYSTEM, 111 EIGHTH AVENUE,
NEW YORK, NEW YORK, USA. THE BORROWER UNDERTAKES NOT TO REVOKE THE AUTHORITY OF
SUCH AGENT AND IF, FOR ANY REASON, SUCH AGENT NO LONGER SERVES AS AGENT OF THE
BORROWER TO RECEIVE SERVICE OF PROCESS IN THE STATE OF NEW YORK THE BORROWER
SHALL PROMPTLY APPOINT ANOTHER SUCH AGENT ACCEPTABLE TO THE SECURITY TRUSTEE AND
THE AGENT AND ADVISE THE SECURITY TRUSTEE AND THE AGENT THEREOF. FAILING SUCH
APPOINTMENT BY THE BORROWER, THE BORROWER HEREBY AUTHORISES THE SECURITY TRUSTEE
TO APPOINT AN AGENT ON ITS BEHALF.
Section 11.6. WAIVER OF JURY TRIAL. EACH PARTY HERETO IRREVOCABLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY
JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF THIS
AGREEMENT OR ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR
THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO
(A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS
REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, AND (B) ACKNOWLEDGES
THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS
AGREEMENT AND THE OTHER LOAN DOCUMENTS BY, AMONG OTHER THINGS, THE MUTUAL
WAIVERS AND CERTIFICATIONS IN THIS SECTION 11.6 (WAIVER OF JURY TRIAL).
Section 11.7. Right of Setoff. In addition to any rights now or hereafter
granted under applicable law and not by way of limitation of any such rights,
each Lender shall have the right, at any time or from time to time upon the
occurrence and during the continuance of a Loan Default or a Loan Event of
Default, without prior notice to the Borrower, any such notice being expressly
waived by the Borrower to the extent permitted by applicable law, to set off and
apply against all deposits (general or special, time or demand,