OF THE OTHER LOAN DOCUMENTS; PROVIDED, THAT AGENT, LENDERS AND
THE CREDIT PARTIES ACKNOWLEDGE THAT ANY APPEALS FROM THOSE COURTS MAY HAVE TO BE
HEARD BY A COURT LOCATED OUTSIDE OF NEW YORK COUNTY AND; PROVIDED, FURTHER THAT
NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE AGENT FROM
BRINGING SUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE
ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A
JUDGMENT OR OTHER COURT ORDER IN FAVOR OF AGENT.
EACH CREDIT PARTY EXPRESSLY
SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT
COMMENCED IN ANY SUCH COURT, AND EACH CREDIT PARTY HEREBY WAIVES ANY OBJECTION
THAT SUCH CREDIT PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION,
IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF
SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT.
EACH
CREDIT PARTY HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER
PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
SUMMONS, COMPLAINTS AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED
MAIL ADDRESSED TO SUCH CREDIT PARTY AT THE ADDRESS SET FORTH IN ANNEX I OF THIS
AGREEMENT AND
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THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH CREDIT
PARTY'S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE UNITED
STATES MAILS, PROPER POSTAGE PREPAID.
11.10
NOTICES.
EXCEPT AS OTHERWISE PROVIDED HEREIN,
WHENEVER IT IS PROVIDED HEREIN THAT ANY NOTICE, DEMAND, REQUEST, CONSENT,
APPROVAL, DECLARATION OR OTHER COMMUNICATION SHALL OR MAY BE GIVEN TO OR SERVED
UPON ANY OF THE PARTIES BY ANY OTHER PARTIES, OR WHENEVER ANY OF THE PARTIES
DESIRES TO GIVE OR SERVE UPON ANY OTHER PARTIES ANY COMMUNICATION WITH RESPECT
TO THIS AGREEMENT, EACH SUCH NOTICE, DEMAND, REQUEST, CONSENT, APPROVAL,
DECLARATION OR OTHER COMMUNICATION SHALL BE IN WRITING AND SHALL BE DEEMED TO
HAVE BEEN VALIDLY SERVED, GIVEN OR DELIVERED (A) UPON THE EARLIER OF ACTUAL
RECEIPT AND THREE (3) BUSINESS DAYS AFTER DEPOSIT IN THE UNITED STATES MAIL,
REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED, WITH PROPER POSTAGE
PREPAID, (B) UPON TRANSMISSION, WHEN SENT BY TELECOPY OR OTHER SIMILAR FACSIMILE
TRANSMISSION (WITH SUCH TELECOPY OR FACSIMILE PROMPTLY CONFIRMED BY DELIVERY OF
A COPY BY PERSONAL DELIVERY OR UNITED STATES MAIL AS OTHERWISE PROVIDED IN THIS
SECTION 11.10); (C) ONE (1) BUSINESS DAY AFTER DEPOSIT WITH A REPUTABLE
OVERNIGHT COURIER WITH ALL CHARGES PREPAID OR (D) WHEN DELIVERED, IF
HAND-DELIVERED BY MESSENGER, ALL OF WHICH SHALL BE ADDRESSED TO THE PARTY TO BE
NOTIFIED AND SENT TO THE ADDRESS OR FACSIMILE NUMBER INDICATED IN ANNEX I OR TO
SUCH OTHER ADDRESS (OR FACSIMILE NUMBER) AS MAY BE SUBSTITUTED BY NOTICE GIVEN
AS HEREIN PROVIDED.
THE GIVING OF ANY NOTICE REQUIRED HEREUNDER MAY BE WAIVED
IN WRITING BY THE PARTY ENTITLED TO RECEIVE SUCH NOTICE.
FAILURE OR DELAY IN
DELIVERING COPIES OF ANY NOTICE, DEMAND, REQUEST, CONSENT,