MANNER SET FORTH FOR NOTICES TO THE COMPANY IN SECTION 5.6 AND (II) THE INVESTOR
IN ACCORDANCE WITH FEDERAL LAW.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH
OF THE PARTIES HERETO HEREBY UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY CIVIL
LEGAL ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR THE WARRANT OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
5.6
NOTICES.
ANY NOTICE, REQUEST, INSTRUCTION OR OTHER DOCUMENT TO BE
GIVEN HEREUNDER BY ANY PARTY TO THE OTHER WILL BE IN WRITING AND WILL BE DEEMED
TO HAVE BEEN DULY GIVEN (A) ON THE DATE OF DELIVERY IF DELIVERED PERSONALLY, OR
BY FACSIMILE, UPON CONFIRMATION OF RECEIPT, OR (B) ON THE SECOND BUSINESS DAY
FOLLOWING THE DATE OF DISPATCH IF DELIVERED BY A RECOGNIZED NEXT DAY COURIER
SERVICE. ALL NOTICES TO THE COMPANY SHALL BE DELIVERED AS SET FORTH IN SCHEDULE
A, OR PURSUANT TO SUCH OTHER INSTRUCTION AS MAY BE DESIGNATED IN WRITING BY THE
COMPANY TO THE INVESTOR.
ALL NOTICES TO THE INVESTOR SHALL BE DELIVERED AS SET
FORTH BELOW, OR PURSUANT TO SUCH OTHER INSTRUCTIONS AS MAY BE DESIGNATED IN
WRITING BY THE INVESTOR TO THE COMPANY.
IF TO THE INVESTOR:
United States Department of the Treasury
1500 Pennsylvania Avenue, NW, Room 2312
Washington, D.C. 20220
Attention: Assistant General Counsel (Banking and Finance)
Facsimile: (202) 622-1974
5.7
DEFINITIONS
(A)
WHEN A REFERENCE IS MADE IN THIS AGREEMENT TO A SUBSIDIARY OF A
PERSON, THE TERM "SUBSIDIARY" MEANS ANY CORPORATION, PARTNERSHIP, JOINT VENTURE,
LIMITED LIABILITY COMPANY OR OTHER ENTITY (X) OF WHICH SUCH PERSON OR A
SUBSIDIARY OF SUCH PERSON IS A GENERAL PARTNER OR (Y) OF WHICH A MAJORITY OF THE
VOTING SECURITIES OR OTHER VOTING INTERESTS, OR A MAJORITY OF THE SECURITIES OR
OTHER INTERESTS OF WHICH HAVING BY THEIR TERMS ORDINARY VOTING POWER TO ELECT A
MAJORITY OF THE BOARD OF DIRECTORS OR PERSONS PERFORMING SIMILAR FUNCTIONS WITH
RESPECT TO SUCH ENTITY, IS DIRECTLY OR INDIRECTLY OWNED BY SUCH PERSON AND/OR
ONE OR MORE SUBSIDIARIES THEREOF.
(B)
THE TERM "AFFILIATE" MEANS, WITH RESPECT TO ANY PERSON, ANY PERSON
DIRECTLY OR INDIRECTLY CONTROLLING, CONTROLLED BY OR UNDER COMMON CONTROL WITH,
SUCH OTHER PERSON. FOR PURPOSES OF THIS DEFINITION, "CONTROL" (INCLUDING, WITH
CORRELATIVE MEANINGS, THE TERMS "CONTROLLED BY" AND "UNDER COMMON CONTROL WITH")
WHEN USED WITH RESPECT TO ANY PERSON, MEANS THE POSSESSION, DIRECTLY OR
INDIRECTLY, OF THE POWER TO CAUSE THE DIRECTION OF MANAGEMENT AND/OR POLICIES OF
SUCH PERSON, WHETHER THROUGH THE OWNERSHIP OF VOTING SECURITIES BY CONTRACT OR
OTHERWISE.
(C)
THE TERMS "KNOWLEDGE OF THE COMPANY" OR "COMPANY'S KNOWLEDGE" MEAN
THE ACTUAL KNOWLEDGE AFTER REASONABLE AND DUE INQUIRY OF THE "OFFICERS" (AS SUCH
TERM IS DEFINED IN RULE 3B-2 UNDER THE EXCHANGE ACT, BUT EXCLUDING ANY VICE
PRESIDENT OR SECRETARY) OF THE COMPANY.
35
5.8
ASSIGNMENT.
NEITHER THIS AGREEMENT NOR ANY RIGHT, REMEDY,
OBLIGATION NOR LIABILITY ARISING HEREUNDER OR BY REASON HEREOF SHALL BE
ASSIGNABLE BY ANY PARTY HERETO WITHOUT THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY, AND ANY ATTEMPT TO ASSIGN ANY