NOTICES REQUIRED OR PERMITTED TO BE GIVEN TO
A PARTY PURSUANT TO THE PROVISIONS OF THIS AGREEMENT SHALL BE IN WRITING AND
SHALL BE EFFECTIVE AND DEEMED TO PROVIDE SUCH PARTY SUFFICIENT NOTICE UNDER THIS
AGREEMENT ON THE EARLIEST OF THE FOLLOWING: (I) AT THE TIME OF PERSONAL
DELIVERY, IF DELIVERY IS IN PERSON; (II) ONE BUSINESS DAY AFTER DEPOSIT WITH AN
EXPRESS OVERNIGHT COURIER FOR UNITED STATES DELIVERIES, OR THREE BUSINESS DAYS
AFTER SUCH DEPOSIT FOR DELIVERIES OUTSIDE OF THE UNITED STATES, WITH PROOF OF
DELIVERY FROM THE COURIER REQUESTED; OR (III) THREE BUSINESS DAYS AFTER DEPOSIT
IN THE UNITED STATES MAIL BY CERTIFIED MAIL (RETURN RECEIPT REQUESTED) FOR
UNITED STATES DELIVERIES.
ALL NOTICES FOR DELIVERY OUTSIDE THE UNITED STATES
WILL BE SENT BY EXPRESS COURIER. ALL NOTICES NOT DELIVERED PERSONALLY WILL BE
SENT WITH POSTAGE AND/OR OTHER CHARGES PREPAID AND PROPERLY ADDRESSED TO THE
PARTY TO BE NOTIFIED AT THE ADDRESS AS FOLLOWS, OR AT SUCH OTHER ADDRESS AS SUCH
OTHER PARTY MAY DESIGNATE BY ONE OF THE INDICATED MEANS OF NOTICE HEREIN TO THE
OTHER PARTIES HERETO AS FOLLOWS:
(I)
IF TO A USAUTO HOLDER, AT SUCH USAUTO HOLDER'S RESPECTIVE ADDRESS
AS SET FORTH ON EXHIBIT A HERETO;
(II)
IF TO ANY OTHER HOLDER OF REGISTRABLE SECURITIES, AT SUCH ADDRESS
AND TO THE ATTENTION OF SUCH PERSON AS SUCH HOLDER OF REGISTRABLE SECURITIES HAS
SPECIFIED BY PRIOR WRITTEN NOTICE TO LBI; AND
(III)
IF TO LBI, MARKED "ATTENTION: PRESIDENT", AT 3813 GREEN HILLS
VILLAGE DRIVE, NASHVILLE, TENNESSEE 37215.
Any party may change its address or the designation of the intended recipient of
notice provided that it notifies the other party(ies) in accordance with the
terms of this Section 5(a).
(B)
ENTIRE AGREEMENT.
THIS AGREEMENT, TOGETHER WITH ALL THE EXHIBITS
HERETO, AND THE MERGER AGREEMENT AND EACH OF THE OTHER AGREEMENTS AND DOCUMENTS
REFERRED TO THEREIN, CONSTITUTE AND CONTAIN THE ENTIRE AGREEMENT AND
UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF AND
SUPERSEDE ANY AND ALL PRIOR NEGOTIATIONS, CORRESPONDENCE, AGREEMENTS,
UNDERSTANDINGS, DUTIES OR OBLIGATIONS BETWEEN THE PARTIES RESPECTING THE SUBJECT
MATTER HEREOF.
(C)
GOVERNING LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED
EXCLUSIVELY IN ACCORDANCE WITH THE INTERNAL LAWS OF THE STATE OF DELAWARE,
WITHOUT GIVING EFFECT TO ANY CHOICE OF LAW OR CONFLICT OF LAW PROVISION (WHETHER
OF THE STATE OF DELAWARE OR ANY OTHER JURISDICTION) THAT WOULD CAUSE THE
APPLICATION OF THE LAWS OF ANY JURISDICTION OTHER THAN THE STATE OF DELAWARE.
ALL DISPUTES ARISING OUT OF THIS AGREEMENT OR THE OBLIGATIONS OF THE PARTIES
HEREUNDER, INCLUDING DISPUTES THAT MAY ARISE FOLLOWING TERMINATION OF THIS
AGREEMENT, SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE CHANCERY OR
OTHER COURTS OF THE STATE OF DELAWARE.
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(D)
SEVERABILITY. IF ANY COVENANT OR PROVISION HEREOF IS DETERMINED TO
BE VOID OR UNENFORCEABLE IN WHOLE OR IN PART, IT SHALL NOT BE DEEMED TO AFFECT
OR IMPAIR THE INVALIDITY OF ANY OTHER COVENANT OR PROVISION, EACH OF WHICH IS
HEREBY DECLARED TO BE SEPARATE