COLLATERAL AGENT OR SENIOR OBLIGATIONS SECURED PARTY SHALL MAKE,
ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, INCLUDING WITH RESPECT TO THE
ACCURACY, COMPLETENESS, TRUTHFULNESS OR VALIDITY OF ANY SUCH INFORMATION SO
PROVIDED, (X) TO PROVIDE ANY ADDITIONAL INFORMATION OR TO PROVIDE ANY SUCH
INFORMATION ON ANY SUBSEQUENT OCCASION, (Y) TO UNDERTAKE ANY INVESTIGATION OR
(Z) TO DISCLOSE ANY INFORMATION THAT, PURSUANT TO ACCEPTED OR REASONABLE
COMMERCIAL FINANCE PRACTICES, SUCH PARTY WISHES TO MAINTAIN CONFIDENTIAL OR IS
OTHERWISE REQUIRED TO MAINTAIN CONFIDENTIAL.
34
8.5
SUBROGATION.
EACH JUNIOR COLLATERAL AGENT,
ON BEHALF OF ITSELF AND THE APPLICABLE JUNIOR OBLIGATIONS SECURED PARTIES,
HEREBY WAIVES ANY RIGHTS OF SUBROGATION IT MAY ACQUIRE AS A RESULT OF ANY
PAYMENT HEREUNDER UNTIL THE APPLICABLE DISCHARGE OF SENIOR OBLIGATIONS HAS
OCCURRED.
8.6
APPLICATION OF PAYMENTS.
ALL PAYMENTS
RECEIVED BY THE HOLDERS OF SENIOR OBLIGATIONS MAY BE APPLIED, REVERSED AND
REAPPLIED, IN WHOLE OR IN PART, TO SUCH PART OF THE SENIOR OBLIGATIONS AS THE
APPLICABLE SENIOR OBLIGATIONS SECURED PARTIES, IN THEIR SOLE DISCRETION, DEEM
APPROPRIATE, CONSISTENT WITH THE TERMS OF THE APPLICABLE SENIOR OBLIGATIONS
DOCUMENTS.
EACH JUNIOR COLLATERAL AGENT, ON BEHALF OF ITSELF AND THE APPLICABLE
JUNIOR OBLIGATIONS SECURED PARTIES, ASSENTS TO ANY EXTENSION OR POSTPONEMENT OF
THE TIME OF PAYMENT OF THE APPLICABLE SENIOR OBLIGATIONS OR ANY PART THEREOF AND
TO ANY OTHER INDULGENCE WITH RESPECT THERETO, TO ANY SUBSTITUTION, EXCHANGE OR
RELEASE OF ANY SECURITY THAT MAY AT ANY TIME SECURE ANY PART OF SUCH SENIOR
OBLIGATIONS AND TO THE ADDITION OR RELEASE OF ANY OTHER PERSON PRIMARILY OR
SECONDARILY LIABLE THEREFOR.
8.7
CONSENT TO JURISDICTION; WAIVERS.
THE
PARTIES HERETO CONSENT TO THE JURISDICTION OF ANY STATE OR FEDERAL COURT LOCATED
IN NEW YORK, NEW YORK, AND CONSENT THAT ALL SERVICE OF PROCESS MAY BE MADE BY
REGISTERED MAIL DIRECTED TO SUCH PARTY AS PROVIDED IN SECTION 8.8 FOR SUCH
PARTY.
SERVICE SO MADE SHALL BE DEEMED TO BE COMPLETED THREE DAYS AFTER THE
SAME SHALL BE POSTED AS AFORESAID.
THE PARTIES HERETO WAIVE ANY OBJECTION TO
ANY ACTION INSTITUTED HEREUNDER IN ANY SUCH COURT BASED ON FORUM NON CONVENIENS,
AND ANY OBJECTION TO THE VENUE OF ANY ACTION INSTITUTED HEREUNDER IN ANY SUCH
COURT.
EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY
IN RESPECT OF ANY LITIGATION BASED ON, OR ARISING OUT OF, UNDER OR IN CONNECTION
WITH THIS AGREEMENT OR ANY OTHER SENIOR LENDER DOCUMENT, SECOND PRIORITY
NOTEHOLDER DOCUMENT OR 2004 NOTEHOLDER DOCUMENT, OR ANY COURSE OF CONDUCT,
COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO.
8.8
NOTICES.
ALL NOTICES TO THE SENIOR LENDERS,
THE SECOND PRIORITY NOTEHOLDERS AND THE 2004 NOTEHOLDERS PERMITTED OR REQUIRED
UNDER THIS AGREEMENT MAY BE SENT TO THE CREDIT AGENT, SECOND PRIORITY NOTEHOLDER
AGENT AND 2004 NOTEHOLDER AGENT, RESPECTIVELY.
UNLESS OTHERWISE SPECIFICALLY
PROVIDED HEREIN, ANY NOTICE OR OTHER COMMUNICATION HEREIN REQUIRED OR PERMITTED
TO BE GIVEN SHALL BE IN WRITING AND MAY BE PERSONALLY SERVED, TELECOPIED,
ELECTRONICALLY MAILED OR SENT BY COURIER SERVICE OR U.S.