THE OTHER LOAN DOCUMENTS, OR TO DECLARE A DEFAULT FOR
FAILURE TO EFFECT PROMPT PAYMENT OF ANY SUCH OTHER AMOUNT.
SECTION 8.6.
NOTICES.
ALL NOTICES, CONSENTS, APPROVALS AND REQUESTS
REQUIRED OR PERMITTED HEREUNDER OR UNDER ANY OTHER LOAN DOCUMENT SHALL BE GIVEN
IN WRITING AND SHALL BE EFFECTIVE FOR ALL PURPOSES IF HAND DELIVERED OR SENT BY
(A) CERTIFIED OR REGISTERED UNITED STATES MAIL, POSTAGE PREPAID, OR
(B) EXPEDITED PREPAID DELIVERY SERVICE, EITHER COMMERCIAL OR UNITED STATES
POSTAL SERVICE, WITH PROOF OF ATTEMPTED DELIVERY, AND BY FACSIMILE TRANSMISSION,
ADDRESSED IF TO LENDER AT ITS ADDRESS SET FORTH ON THE FIRST PAGE HEREOF,
ATTENTION:
CHRIS TOGNOLA/TOM TRAYNOR, IF TO COLLATERAL AGENT AT ITS ADDRESS SET
FORTH ON THE FIRST PAGE HEREOF, ATTENTION:
RACHEL KAHSEN, AND IF TO BORROWER AT
ITS ADDRESSES SET FORTH ON THE FIRST PAGE HEREOF, ATTENTION:
PRESIDENT AND
OFFICE OF THE GENERAL COUNSEL, WITH A COPY TO CLIFFORD CHANCE US LLP, 31 WEST
52ND STREET, NEW YORK, NEW YORK 10019, ATTN: TONY LOPEZ, ESQ., OR AT SUCH OTHER
ADDRESS AND PERSON AS SHALL BE DESIGNATED FROM TIME TO TIME BY ANY PARTY HERETO,
AS THE CASE MAY BE, IN A WRITTEN NOTICE TO THE OTHER PARTIES HERETO IN THE
MANNER PROVIDED FOR IN THIS SECTION 8.6. A NOTICE SHALL BE DEEMED TO HAVE BEEN
GIVEN:
IN THE CASE OF HAND DELIVERY, AT THE TIME OF DELIVERY; IN THE CASE OF
REGISTERED OR CERTIFIED MAIL, WHEN DELIVERED OR THREE BUSINESS DAYS AFTER
MAILING; OR IN THE CASE OF EXPEDITED PREPAID DELIVERY AND FACSIMILE
TRANSMISSION, ON THE BUSINESS DAY AFTER THE SAME WAS SENT. A PARTY RECEIVING A
NOTICE WHICH DOES NOT COMPLY WITH THE TECHNICAL REQUIREMENTS FOR NOTICE UNDER
THIS SECTION 8.6 MAY ELECT TO WAIVE ANY DEFICIENCIES AND TREAT THE NOTICE AS
HAVING BEEN PROPERLY GIVEN.
SECTION 8.7.
TRIAL BY JURY.
BORROWER, TO THE FULLEST EXTENT THAT IT
MAY LAWFULLY DO SO, WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING, INCLUDING,
WITHOUT LIMITATION, ANY TORT ACTION, BROUGHT BY ANY PARTY HERETO WITH RESPECT TO
THIS AGREEMENT, THE NOTE OR THE OTHER LOAN DOCUMENTS.
SECTION 8.8.
HEADINGS.
THE ARTICLE AND SECTION HEADINGS IN THIS
AGREEMENT ARE INCLUDED HEREIN FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT
CONSTITUTE A PART OF THIS AGREEMENT FOR ANY OTHER PURPOSE.
108
Section 8.9.
Assignment.
(A)
BORROWER MAY NOT SELL, ASSIGN OR TRANSFER ANY INTEREST IN THE LOAN
DOCUMENTS, OR ANY PORTION OF THE FOREGOING (INCLUDING, WITHOUT LIMITATION,
BORROWER'S RIGHTS, TITLE, INTERESTS, REMEDIES, POWERS AND DUTIES HEREUNDER AND
THEREUNDER) WITHOUT AGENT'S PRIOR WRITTEN CONSENT.
EACH LENDER SHALL HAVE THE
RIGHT TO ASSIGN OR PARTICIPATE THIS AGREEMENT AND/OR ITS INTEREST IN ANY OF THE
OTHER LOAN DOCUMENTS AND THE OBLIGATIONS HEREUNDER TO ANY PERSON. IN THE EVENT
OF AN ASSIGNMENT BY ANY LENDER, (A) THE ASSIGNEE SHALL HAVE, TO THE EXTENT OF
SUCH ASSIGNMENT, THE SAME RIGHTS, BENEFITS AND OBLIGATIONS AS IT WOULD HAVE IF
IT WERE AN ORIGINAL "LENDER" HEREUNDER; (B) THE ASSIGNEE SHALL BE DEEMED FOR ALL
PURPOSES TO BE A