FINAL) AT ANY TIME HELD BY THE BANK (INCLUDING ALL
DEPOSITS HELD JOINTLY WITH ANOTHER, BUT EXCLUDING ANY IRA OR KEOGH DEPOSITS, OR
ANY TRUST DEPOSITS IN WHICH A SECURITY INTEREST WOULD BE PROHIBITED BY LAW); (B)
THE TERM "SECURITIES AND OTHER PROPERTY" MEANS ANY AND ALL SECURITIES AND OTHER
PERSONAL PROPERTY OF THE BORROWER IN THE CUSTODY, POSSESSION OR CONTROL OF THE
BANK, JPMORGAN CHASE & CO. AND THEIR RESPECTIVE SUBSIDIARIES AND AFFILIATES
(OTHER THAN PROPERTY HELD BY THE BANK IN A FIDUCIARY CAPACITY); AND (C) THE TERM
"BANK DEBT" MEANS ALL INDEBTEDNESS AT ANY TIME OWING BY THE BANK, TO OR FOR THE
CREDIT OR ACCOUNT OF THE BORROWER AND ANY CLAIM OF THE BORROWER (WHETHER
INDIVIDUAL, JOINT AND SEVERAL OR OTHERWISE) AGAINST THE BANK NOW OR HEREAFTER
EXISTING.
8.
MISCELLANEOUS.
8.1
NOTICE.
ANY NOTICES AND DEMANDS UNDER OR
RELATED TO THIS DOCUMENT SHALL BE IN WRITING AND DELIVERED TO THE INTENDED PARTY
AT ITS ADDRESS STATED HEREIN, AND IF TO THE BANK, AT ITS MAIN OFFICE IF NO OTHER
ADDRESS OF THE BANK IS SPECIFIED HEREIN, BY ONE OF THE FOLLOWING MEANS: (A) BY
HAND, (B) BY A NATIONALLY RECOGNIZED OVERNIGHT COURIER SERVICE, OR (C) BY
CERTIFIED MAIL, POSTAGE PREPAID, WITH RETURN RECEIPT REQUESTED. NOTICE SHALL BE
DEEMED GIVEN: (A) UPON RECEIPT IF DELIVERED BY HAND, (B) ON THE DELIVERY DAY
AFTER THE DAY OF DEPOSIT WITH A NATIONALLY RECOGNIZED COURIER SERVICE, OR (C) ON
THE THIRD DELIVERY DAY AFTER THE NOTICE IS DEPOSITED IN THE MAIL. "DELIVERY DAY"
MEANS A DAY OTHER THAN A SATURDAY, A SUNDAY OR ANY OTHER DAY ON WHICH NATIONAL
BANKING ASSOCIATIONS ARE AUTHORIZED TO BE CLOSED. ANY PARTY MAY CHANGE ITS
ADDRESS FOR PURPOSES OF THE RECEIPT OF NOTICES AND DEMANDS BY GIVING NOTICE OF
SUCH CHANGE IN THE MANNER PROVIDED IN THIS PROVISION.
8.2
NO WAIVER.
NO DELAY ON THE PART OF THE BANK
IN THE EXERCISE OF ANY RIGHT OR REMEDY WAIVES THAT RIGHT OR REMEDY. NO SINGLE OR
PARTIAL EXERCISE BY THE BANK OF ANY RIGHT OR REMEDY PRECLUDES ANY OTHER FUTURE
EXERCISE OF IT OR THE EXERCISE OF ANY OTHER RIGHT OR REMEDY. NO WAIVER OR
INDULGENCE BY THE BANK OF ANY DEFAULT IS EFFECTIVE UNLESS IT IS IN WRITING AND
SIGNED BY THE BANK, NOR SHALL A WAIVER ON ONE OCCASION BAR OR WAIVE THAT RIGHT
ON ANY FUTURE OCCASION.
8.3
INTEGRATION. THIS AGREEMENT, THE NOTES, AND
THE OTHER RELATED DOCUMENTS TO THE CREDIT FACILITIES EMBODY THE ENTIRE AGREEMENT
AND UNDERSTANDING BETWEEN THE BORROWER AND THE BANK AND SUPERSEDE ALL PRIOR
AGREEMENTS AND UNDERSTANDINGS RELATING TO THEIR SUBJECT MATTER. IF ANY ONE OR
MORE OF THE OBLIGATIONS OF THE BORROWER UNDER THIS AGREEMENT OR THE NOTES IS
INVALID, ILLEGAL OR UNENFORCEABLE IN ANY JURISDICTION, THE VALIDITY, LEGALITY
AND ENFORCEABILITY OF THE REMAINING OBLIGATIONS OF THE BORROWER SHALL NOT IN ANY
WAY BE AFFECTED OR IMPAIRED, AND THE INVALIDITY, ILLEGALITY OR UNENFORCEABILITY
IN ONE JURISDICTION SHALL NOT AFFECT THE VALIDITY, LEGALITY OR ENFORCEABILITY OF
THE OBLIGATIONS OF