OWN EXPENSES INCURRED IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS
AGREEMENT AND THE ISSUANCE OF THE NOTES.
8.3.
NOTICES.
ALL NOTICES, DEMANDS OR OTHER COMMUNICATIONS TO BE GIVEN
OR DELIVERED UNDER OR BY REASON OF THE PROVISIONS OF THIS AGREEMENT SHALL BE IN
WRITING AND DELIVERED PERSONALLY OR SENT VIA A NATIONALLY RECOGNIZED OVERNIGHT
COURIER.
SUCH NOTICES, DEMANDS AND OTHER COMMUNICATIONS WILL BE DELIVERED OR
SENT TO THE ADDRESS INDICATED BELOW:
If to the Company:
1855 Lockeway Drive, Ste. 501
Alpharetta, Georgia 30004
Attention:
Chief Executive Officer
with a copy to:
Ropes & Gray LLP
One International Place
Boston, Massachusetts 02110
Fax:
(617) 951-7050
Attention:
Lawrence D. Bragg III, Esq.
8
If to Purchaser:
Claren Road Credit Master Fund, Ltd.
c/o Claren Road Asset Management, LLC
900 Third Avenue, Suite 1401
New York, NY 10022
Fax:
212.888.1033
Attention:
Wendy Ruberti, General Counsel
or such other address or to the attention of such other Person as the recipient
party shall have specified by prior written notice to the sending party.
Any
such communication shall be deemed to have been received when actually delivered
or refused.
8.4.
SURVIVAL OF WARRANTIES AND CERTAIN AGREEMENTS.
ANY LIABILITY OF
THE COMPANY FOR ANY BREACH OF, OR INACCURACY IN, THE REPRESENTATIONS AND
WARRANTIES MADE BY IT HEREIN SHALL SURVIVE THE EXECUTION AND DELIVERY OF THIS
AGREEMENT AND THE SALE AND DELIVERY OF THE NOTES BUT SHALL EXPIRE ONE YEAR AFTER
THE DATE OF THE CLOSING.
8.5.
HEADING.
SECTION AND SUBSECTION HEADINGS IN THIS AGREEMENT ARE
INCLUDED HEREIN FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT CONSTITUTE A
PART OF THIS AGREEMENT FOR ANY OTHER PURPOSE OR BE GIVEN ANY SUBSTANTIVE EFFECT.
8.6.
APPLICABLE LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW
YORK.
8.7.
SUCCESSORS AND ASSIGNS; SUBSEQUENT HOLDERS.
THIS AGREEMENT SHALL
BE BINDING UPON THE PARTIES HERETO AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS
AND SHALL INURE TO THE BENEFIT OF THE PARTIES HERETO AND THE SUCCESSORS AND
ASSIGNS OF THE PURCHASER; PROVIDED, HOWEVER, THAT THE COMPANY'S RIGHTS HEREUNDER
MAY NOT BE ASSIGNED WITHOUT THE WRITTEN CONSENT OF PURCHASER.
8.8.
CONSENT TO JURISDICTION AND SERVICE OF PROCESS.
ALL JUDICIAL
PROCEEDINGS WITH RESPECT TO THIS AGREEMENT OR ANY NOTES MAY BE BROUGHT IN ANY
STATE OR FEDERAL COURT OF COMPETENT JURISDICTION IN THE STATE OF NEW YORK AND BY
EXECUTION AND DELIVERY OF THIS AGREEMENT THE COMPANY ACCEPTS FOR ITSELF AND IN
CONNECTION WITH ITS PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE JURISDICTION
OF THE AFORESAID COURTS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT
RENDERED THEREBY IN CONNECTION WITH THIS AGREEMENT SUBJECT, HOWEVER, TO RIGHTS
OF APPEAL.
THE COMPANY HEREBY AGREES THAT SERVICE UPON IT IN THE MANNER
PROVIDED FOR THE GIVING OF NOTICES IN SECTION 8.3 SHALL CONSTITUTE SUFFICIENT
NOTICE.
NOTHING HEREIN SHALL AFFECT THE RIGHT TO SERVE PROCESS IN ANY OTHER
MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT OF THE PURCHASER TO BRING
PROCEEDINGS AGAINST