BRING ANY ACTION OR PROCEEDING RELATING
TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST ANY BORROWER OR ITS
PROPERTIES IN THE COURTS OF ANY JURISDICTION.
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(C)
EACH PARTY TO THIS AGREEMENT IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE
OF ANY SUCH SUIT, ACTION OR PROCEEDING DESCRIBED IN PARAGRAPH (B) OF THIS
SECTION 10.5 AND BROUGHT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS
SECTION 10.5.
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 10.1.
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.
SECTION 10.6.
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.
SECTION 10.7.
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 AND THE ISSUING BANK SHALL HAVE THE RIGHT, AT ANY TIME OR
FROM TIME TO TIME UPON THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF
DEFAULT, WITHOUT PRIOR NOTICE TO ANY BORROWER, ANY SUCH NOTICE BEING EXPRESSLY
WAIVED BY EACH BORROWER TO THE EXTENT PERMITTED BY APPLICABLE LAW, TO SET OFF
AND APPLY AGAINST ALL DEPOSITS (GENERAL OR SPECIAL, TIME OR DEMAND, PROVISIONAL
OR FINAL) OF THE BORROWERS AT ANY TIME HELD OR OTHER OBLIGATIONS AT ANY TIME
OWING BY SUCH LENDER AND THE ISSUING BANK TO OR FOR THE CREDIT OR THE ACCOUNT OF
THE BORROWERS AGAINST ANY AND ALL OBLIGATIONS HELD BY SUCH LENDER OR THE ISSUING
BANK, AS THE CASE MAY BE, IRRESPECTIVE OF WHETHER SUCH LENDER OR THE ISSUING
BANK SHALL HAVE MADE DEMAND HEREUNDER AND ALTHOUGH SUCH OBLIGATIONS MAY BE
UNMATURED.
EACH LENDER AND THE ISSUING BANK AGREE PROMPTLY TO NOTIFY THE
ADMINISTRATIVE AGENT AND THE ADMINISTRATIVE BORROWER AFTER ANY SUCH SET-OFF AND
ANY APPLICATION MADE BY SUCH LENDER AND THE ISSUING BANK, AS THE CASE