IT MAY NOT BE MODIFIED EITHER ORALLY OR IN WRITING
(OTHER THAN BY A MUTUAL WRITTEN WAIVER SPECIFICALLY REFERRING TO THIS SECTION
8.7(B) AND EXECUTED BY EACH OF THE PARTIES HERETO), AND THIS WAIVER SHALL APPLY
TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS HERETO.
IN
THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A
TRIAL BY THE COURT.
8.8
NOTICES.
ALL NOTICES TO THE SECOND LIEN CLAIMHOLDERS AND THE FIRST
LIEN CLAIMHOLDERS PERMITTED OR REQUIRED UNDER THIS AGREEMENT SHALL BE SENT TO
THE SECOND LIEN TRUSTEE AND THE FIRST LIEN AGENT, RESPECTIVELY.
UNLESS
OTHERWISE SPECIFICALLY PROVIDED HEREIN, ANY NOTICE HEREUNDER SHALL BE IN WRITING
AND MAY BE PERSONALLY SERVED, TELEXED OR SENT BY TELEFACSIMILE OR UNITED STATES
MAIL OR COURIER SERVICE AND SHALL BE DEEMED TO HAVE BEEN GIVEN WHEN DELIVERED IN
PERSON OR BY COURIER SERVICE AND SIGNED FOR AGAINST RECEIPT THEREOF, UPON
RECEIPT OF TELEFACSIMILE OR TELEX, OR THREE BUSINESS DAYS AFTER DEPOSITING IT IN
THE UNITED STATES MAIL WITH POSTAGE PREPAID AND PROPERLY ADDRESSED.
FOR THE
PURPOSES HEREOF, THE ADDRESSES OF THE PARTIES HERETO SHALL BE AS SET FORTH BELOW
EACH PARTY'S NAME ON
32
THE SIGNATURE PAGES HERETO, OR, AS TO EACH PARTY, AT SUCH OTHER ADDRESS AS MAY
BE DESIGNATED BY SUCH PARTY IN A WRITTEN NOTICE TO ALL OF THE OTHER PARTIES.
8.9
FURTHER ASSURANCES.
THE FIRST LIEN AGENT, ON BEHALF OF ITSELF AND
THE FIRST LIEN CLAIMHOLDERS, AND THE SECOND LIEN TRUSTEE, ON BEHALF OF ITSELF
AND THE SECOND LIEN CLAIMHOLDERS, AND THE COMPANY AND THE OTHER GRANTORS, AGREE
THAT EACH OF THEM SHALL TAKE SUCH FURTHER ACTION AND SHALL EXECUTE AND DELIVER
SUCH ADDITIONAL DOCUMENTS AND INSTRUMENTS (IN RECORDABLE FORM, IF REQUESTED) AS
THE FIRST LIEN AGENT OR THE SECOND LIEN TRUSTEE MAY REASONABLY REQUEST TO
EFFECTUATE THE TERMS OF AND THE LIEN PRIORITIES CONTEMPLATED BY THIS AGREEMENT.
8.10
APPLICABLE LAW.
THIS AGREEMENT SHALL BE GOVERNED BY, AND SHALL BE
CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.
8.11
BINDING ON SUCCESSORS AND ASSIGNS.
THIS AGREEMENT SHALL BE BINDING
UPON THE FIRST LIEN AGENT, THE FIRST LIEN CLAIMHOLDERS, THE SECOND LIEN TRUSTEE,
THE SECOND LIEN CLAIMHOLDERS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
8.12
SPECIFIC PERFORMANCE. EACH OF THE FIRST LIEN AGENT AND THE SECOND
LIEN TRUSTEE MAY DEMAND SPECIFIC PERFORMANCE OF THIS AGREEMENT.
THE FIRST LIEN
AGENT, ON BEHALF OF ITSELF AND THE FIRST LIEN CLAIMHOLDERS, AND THE SECOND LIEN
TRUSTEE, ON BEHALF OF ITSELF AND THE SECOND LIEN CLAIMHOLDERS, HEREBY
IRREVOCABLY WAIVE ANY DEFENSE BASED ON THE ADEQUACY OF A REMEDY AT LAW AND ANY
OTHER DEFENSE WHICH MIGHT BE ASSERTED TO BAR THE REMEDY OF SPECIFIC PERFORMANCE
IN ANY ACTION WHICH MAY BE BROUGHT BY THE FIRST LIEN AGENT OR THE FIRST LIEN
CLAIMHOLDERS OR THE SECOND LIEN TRUSTEE OR THE SECOND LIEN CLAIMHOLDERS, AS THE
CASE MAY BE.
8.13
HEADINGS.
SECTION HEADINGS IN THIS AGREEMENT ARE INCLUDED HEREIN
FOR CONVENIENCE OF REFERENCE ONLY AND SHALL