THAT PURSUANT TO THE REQUIREMENTS OF THE USA PATRIOT ACT, IT IS REQUIRED TO
OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES THE BORROWER AND ITS
SUBSIDIARIES, WHICH INFORMATION INCLUDES THE NAME AND ADDRESS OF THE BORROWER
AND ITS SUBSIDIARIES AND OTHER INFORMATION THAT WILL ALLOW SUCH BANK OR THE
ADMINISTRATIVE AGENT, AS APPLICABLE, TO IDENTIFY THE BORROWER AND ITS
SUBSIDIARIES IN ACCORDANCE WITH THE USA PATRIOT ACT.
SECTION 11.09.
NOTICES.
EXCEPT AS OTHERWISE PROVIDED FOR HEREIN, ALL
NOTICES, REQUESTS, REPORTS AND OTHER COMMUNICATIONS PURSUANT TO THIS AGREEMENT
SHALL BE IN WRITING, AND SHALL BE DELIVERED PERSONALLY, BY HAND OR COMMERCIAL
MESSENGER SERVICE, OR SENT BY CERTIFIED MAIL OR REGISTERED MAIL, POSTAGE
PREPAID, RETURN RECEIPT REQUESTED, OR FACSIMILE WITH ELECTRONIC CONFIRMATION OF
RECEIPT, EXCEPT FOR ROUTINE REPORTS DELIVERED IN COMPLIANCE WITH ARTICLE V
HEREOF WHICH MAY BE SENT BY ORDINARY FIRST-CLASS MAIL, FACSIMILE, WITH
ELECTRONIC CONFIRMATION OF RECEIPT OR EMAIL, TO EACH PARTY AT ITS ADDRESS,
FACSIMILE NUMBER AND EMAIL ADDRESS INDICATED OPPOSITE ITS NAME ON THE SIGNATURE
PAGES HERETO.
ANY NOTICE, REQUEST OR COMMUNICATION HEREUNDER SHALL BE DEEMED TO
HAVE BEEN GIVEN ON THE DAY ON WHICH IT IS DELIVERED BY HAND OR COMMERCIAL
MESSENGER SERVICE OR OVERNIGHT DELIVERY TO SUCH PARTY AT ITS ADDRESS SPECIFIED
ABOVE, OR, IF SENT BY MAIL, ON THE THIRD (3RD) BUSINESS DAY AFTER THE DAY
DEPOSITED, WITH A UNITED STATES POSTAL DEPOSITARY POSTAGE PREPAID, IF SENT BY
FACSIMILE OR EMAIL, WHEN ELECTRONICALLY CONFIRMED. ANY FACSIMILE TRANSMISSION
PURSUANT TO THIS SECTION OTHER THAN ROUTINE REPORTS SHALL BE CONFIRMED BY HARD
COPY SENT ONE (1) BUSINESS DAY AFTER TRANSMISSION BY FIRST CLASS OR REGISTERED
OR CERTIFIED MAIL.
ANY PARTY MAY CHANGE THE PERSON OR ADDRESS TO WHOM OR WHICH
NOTICES ARE TO BE GIVEN HEREUNDER; PROVIDED, HOWEVER, THAT ANY SUCH NOTICE SHALL
BE DEEMED TO HAVE BEEN GIVEN HEREUNDER ONLY WHEN ACTUALLY RECEIVED BY THE PARTY
TO WHICH IT IS ADDRESSED.
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Section 11.10.
Construction; Governing Law; Consent to Jurisdiction/Limit
of Liability.
(A)
THE HEADINGS USED IN THIS AGREEMENT ARE FOR CONVENIENCE OF
REFERENCE ONLY AND SHALL NOT IN ANY WAY BE DEEMED TO LIMIT, DEFINE OR DESCRIBE
THE SCOPE AND INTENT OF THIS AGREEMENT OR ANY PROVISION HEREOF.
(B)
THIS AGREEMENT, THE NOTES, THE SECURITY DOCUMENTS AND THE OTHER
LOAN DOCUMENTS SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS
OF THE STATE OF NEW YORK, INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK
GENERAL OBLIGATIONS LAW BUT OTHERWISE WITHOUT REGARD TO OF CONFLICT OF LAWS
PRINCIPLES.
(C)
THE BORROWER IRREVOCABLY CONSENTS THAT ANY LEGAL ACTION OR
PROCEEDING AGAINST IT UNDER, ARISING OUT OF OR IN ANY MANNER RELATING TO THIS
AGREEMENT, THE NOTES, OR ANY OTHER LOAN DOCUMENT SHALL BE SUBJECT TO THE
EXCLUSIVE JURISDICTION OF ANY COURT OF THE STATE OF NEW YORK SITTING IN THE
COUNTY OF NEW YORK OR THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT
OF NEW YORK.
THE BORROWER, BY THE EXECUTION AND DELIVERY OF THIS AGREEMENT,
EXPRESSLY AND IRREVOCABLY ASSENTS AND SUBMITS