NOTE OR NOTES (DATED THE SAME DATE AS THE NOTE OR
NOTES BEING REPLACED) OR, AS APPROPRIATE, A REPLACEMENT NOTE OR NOTES (DATED THE
SAME DATE AS THE NOTE OR NOTES BEING REPLACED) IS ISSUED TO SUCH PURCHASING
LENDER, IN EACH CASE IN PRINCIPAL AMOUNTS REFLECTING THEIR
OUTSTANDING LOANS
AND COMMITMENT(S), AS ADJUSTED PURSUANT TO SUCH TRANSFER SUPPLEMENT.
62
(D)
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR IN
ANY OF THE LOAN DOCUMENTS, UNLESS AGENT, BORROWER OR A LENDER OTHERWISE REQUEST
WITH RESPECT TO ANY SPECIFIC EXHIBIT, EXHIBITS TO THIS AGREEMENT SHALL NOT BE
REQUIRED TO BE ATTACHED TO THE EXECUTION OR ANY OTHER COPY OF THIS AGREEMENT,
AND ANY REFERENCES IN THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS TO SUCH
EXHIBITS AS "EXHIBITS HERETO," "EXHIBITS TO THIS AGREEMENT" OR WORDS OF SIMILAR
EFFECT SHALL BE DEEMED TO REFER TO SUCH DOCUMENT AS EXECUTED BY THE PARTIES
THERETO AND DELIVERED ON THE EFFECTIVE DATE.
12.5
NOTICES, REQUESTS, DEMANDS, ETC.
EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED HEREIN, ALL NOTICES, REQUESTS, DEMANDS OR OTHER COMMUNICATIONS TO OR
UPON THE RESPECTIVE PARTIES HERETO SHALL BE DEEMED TO HAVE BEEN DULY GIVEN OR
MADE WHEN DELIVERED IF SENT BY FEDERAL EXPRESS OR OTHER SIMILAR OVERNIGHT
DELIVERY SERVICE, OR THREE BUSINESS DAYS AFTER MAILING (WHEN MAILED, POSTAGE
PREPAID, BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED) OR (IN THE
CASE OF TELEX, TELEGRAPHIC, TELECOPIER OR CABLE NOTICE) WHEN DELIVERED TO THE
TELEX, TELEGRAPH, TELECOPIER OR CABLE COMPANY, OR (IN THE CASE OF TELEX OR
TELECOPIER NOTICE SENT OVER A TELEX OR TELECOPIER OWNED OR OPERATED BY A PARTY
HERETO) WHEN SENT; IN EACH CASE ADDRESSED AS FOLLOWS, EXCEPT THAT NOTICES AND
COMMUNICATIONS TO AGENT PURSUANT TO SECTION 2 AND SECTION 9 SHALL NOT BE
EFFECTIVE UNTIL RECEIVED BY AGENT: (I) IF TO AGENT, AT THE CLOSING OFFICE, (II)
IF TO A LENDER, AT THE ADDRESS SPECIFIED WITH ITS SIGNATURE BELOW OR (IF A
PURCHASING LENDER) ON THE APPLICABLE TRANSFER SUPPLEMENT, AND (III) IF TO A LOAN
PARTY, AT ITS ADDRESS SPECIFIED WITH ITS SIGNATURE BELOW (ATTENTION: PRESIDENT),
OR TO SUCH OTHER ADDRESSES AS ANY OF THE PARTIES HERETO MAY HEREAFTER SPECIFY TO
THE OTHERS IN WRITING, PROVIDED THAT COMMUNICATIONS WITH RESPECT TO A CHANGE OF
ADDRESS SHALL BE DEEMED TO BE EFFECTIVE WHEN ACTUALLY RECEIVED.
12.6
GOVERNING LAW.
THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS SHALL
BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW
YORK WITHOUT REFERENCE TO CHOICE OF LAW DOCTRINE THAT WOULD RESULT IN THE
APPLICATION OF THE LAWS OF ANOTHER JURISDICTION, EXCEPT (AS TO ANY OTHER LOAN
DOCUMENT) TO THE EXTENT SPECIFICALLY SET FORTH OTHERWISE IN THAT LOAN DOCUMENT.
12.7
COUNTERPARTS; TELECOPIES.
THIS AGREEMENT AND THE OTHER LOAN
DOCUMENTS MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS, AND BY THE DIFFERENT
PARTIES HERETO AND THERETO ON THE SAME OR SEPARATE COUNTERPARTS, EACH OF WHICH
WHEN SO EXECUTED AND DELIVERED SHALL BE DEEMED TO BE AN ORIGINAL; ALL THE
COUNTERPARTS FOR EACH SUCH LOAN DOCUMENT