or sent by registered or certified mail (postage
prepaid, return receipt requested), overnight courier, electronic mail (at such
email addresses as Borrower or Lender, as applicable, may designate to each
other in accordance herewith), or telefacsimile (with a confirming receipt from
the sending machine) to Borrower or Lender, as the case may be, at its address
set forth below:
If to Borrower: Schurman Fine Papers, d/b/a Papyrus 500 Chadbourne Road
Caller Box 6030 Fairfield, CA 94533 Attn: Tom Shaw With a copy to: Dominique
Schurman Fax No: (707) 428-0641
With copies to: Morgan Lewis & Bockius
LLP One Market Spear Street Tower San Francisco, CA 94024 Attn: Scott Karchmer,
Esquire Fax No: (415) 442-1001
If to Lender: American Greetings
Corporation One American Road Cleveland, Ohio 44144 Attn: Chris Haffke Fax No:
(216) 252-6741
with copies to: Jones Day 901 Lakeside Avenue Cleveland,
Ohio 44114 Attn: Rachel Rawson Fax No: (216) 579-0212
Lender and Borrower may change the address at which they are to receive
notices hereunder, by notice in writing in the foregoing manner given to the
other party. All notices or
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demands sent in accordance with this Section 11, shall be deemed received on the
earlier of the date of actual receipt or three (3) Business Days after the
deposit thereof in the mail.
12. CHOICE OF LAW AND VENUE; JURY TRIAL WAIVER.
(a) THE VALIDITY OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
(UNLESS EXPRESSLY PROVIDED TO THE CONTRARY IN ANOTHER LOAN DOCUMENT IN RESPECT
OF SUCH OTHER LOAN DOCUMENT), THE CONSTRUCTION, INTERPRETATION, AND ENFORCEMENT
HEREOF AND THEREOF, AND THE RIGHTS OF THE PARTIES HERETO AND THERETO WITH
RESPECT TO ALL MATTERS ARISING HEREUNDER OR THEREUNDER OR RELATED HERETO OR
THERETO SHALL BE DETERMINED UNDER, GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK.
(b) BORROWER AND LENDER IRREVOCABLY CONSENT AND SUBMIT TO THE
NON-EXCLUSIVE JURISDICTION OF THE NEW YORK COUNTY SUPREME COURT OF THE STATE OF
NEW YORK AND ANY COURT TO WHICH AN APPEAL MAY BE TAKEN THEREFROM AND THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, WHICHEVER LENDER
MAY ELECT. THE PARTIES AGREE THAT ALL ACTIONS OR PROCEEDINGS ARISING IN
CONNECTION WITH THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL BE TRIED AND
LITIGATED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF NEW
YORK, STATE OF NEW YORK, PROVIDED, HOWEVER, THAT ANY SUIT SEEKING ENFORCEMENT
AGAINST ANY ASSETS OR OTHER PROPERTY MAY BE BROUGHT, AT LENDER'S OPTION, IN THE
COURTS OF ANY JURISDICTION WHERE LENDER ELECTS TO BRING SUCH ACTION OR WHERE
SUCH ASSETS OR OTHER PROPERTY MAY BE FOUND. BORROWER WAIVES, TO THE EXTENT
PERMITTED UNDER APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO ASSERT THE DOCTRINE OF
FORUM NON CONVENIENS OR TO OBJECT TO VENUE TO THE EXTENT ANY PROCEEDING IS
BROUGHT IN ACCORDANCE WITH THIS SECTION 12(b).
(c) BORROWER AND LENDER HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY
TRIAL OF ANY CLAIM OR CAUSE OF