BE DEEMED COMPLETED UPON THE EARLIER OF SUCH
PARTY'S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S.
MAILS, PROPER POSTAGE PREPAID.
8.6
MUTUAL WAIVER OF JURY TRIAL.
THE PARTIES HERETO WAIVE ALL RIGHT TO
TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,
WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN THE PARTIES ARISING
OUT OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP
ESTABLISHED BETWEEN THEM IN CONNECTION WITH, THIS AGREEMENT OR THE TRANSACTIONS
RELATED THERETO.
8.7
AMENDMENTS.
NO AMENDMENT OR WAIVER OF ANY PROVISION OF THIS
AGREEMENT, AND NO CONSENT TO ANY DEPARTURE BY ANY PERSON FROM THE TERMS HEREOF,
SHALL IN ANY EVENT BE EFFECTIVE UNLESS IT IS IN WRITING AND SIGNED BY THE SECOND
LIEN AGENT AND THE FIRST LIEN AGENT.
IN NO EVENT SHALL THE CONSENT OF ANY
OBLIGOR BE REQUIRED IN CONNECTION WITH ANY AMENDMENT OR OTHER MODIFICATION OF
THIS AGREEMENT.
8.8
NO WAIVER.
NO FAILURE OR DELAY ON THE PART OF ANY SECURED CREDITOR
IN EXERCISING ANY POWER OR RIGHT UNDER THIS AGREEMENT SHALL OPERATE AS A WAIVER
THEREOF, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY SUCH POWER OR RIGHT
PRECLUDE ANY OTHER OR FURTHER EXERCISE THEREOF OR THE EXERCISE OF ANY OTHER
POWER OR RIGHT.
8.9
SEVERABILITY.
ANY PROVISION OF THIS AGREEMENT WHICH IS PROHIBITED
OR UNENFORCEABLE IN ANY JURISDICTION SHALL, AS TO SUCH JURISDICTION, BE
INEFFECTIVE TO THE EXTENT OF SUCH PROHIBITION OR UNENFORCEABILITY WITHOUT
INVALIDATING THE REMAINING PROVISIONS OF THIS AGREEMENT OR AFFECTING THE
VALIDITY OR ENFORCEABILITY OF SUCH PROVISIONS IN ANY OTHER JURISDICTION.
8.10
FURTHER ASSURANCES.
EACH OF THE SECOND LIEN CREDITORS AND THE FIRST
LIEN AGENT AGREES TO COOPERATE FULLY WITH EACH OTHER PARTY HERETO TO EFFECTUATE
THE INTENT AND PROVISIONS OF THIS AGREEMENT AND, FROM TIME TO TIME, TO EXECUTE
AND DELIVER ANY AND ALL OTHER AGREEMENTS, DOCUMENTS OR INSTRUMENTS, AND TO TAKE
SUCH OTHER ACTIONS, AS MAY BE REASONABLY NECESSARY OR DESIRABLE TO EFFECTUATE
THE INTENT AND PROVISIONS OF THIS AGREEMENT.
8.11
HEADINGS.
THE SECTION HEADINGS CONTAINED IN THIS AGREEMENT ARE AND
SHALL BE WITHOUT MEANING OR CONTENT WHATSOEVER AND ARE NOT PART OF THIS
AGREEMENT.
8.12
LIEN PRIORITY PROVISIONS.
THIS AGREEMENT AND THE RIGHTS AND
BENEFITS HEREUNDER SHALL INURE SOLELY TO THE BENEFIT OF THE FIRST LIEN CREDITORS
AND THE SECOND LIEN CREDITORS AND THEIR RESPECTIVE SUCCESSORS AND PERMITTED
ASSIGNS AND NO OTHER PERSON (INCLUDING THE OBLIGORS, OR ANY TRUSTEE, RECEIVER,
DEBTOR IN POSSESSION OR BANKRUPTCY ESTATE IN A BANKRUPTCY OR LIKE PROCEEDING)
SHALL HAVE OR BE ENTITLED TO ASSERT RIGHTS OR BENEFITS HEREUNDER.
NOTHING
CONTAINED IN THIS AGREEMENT IS INTENDED TO OR SHALL IMPAIR THE OBLIGATION OF ANY
OBLIGOR TO PAY THE OBLIGATIONS AS AND WHEN THE SAME SHALL BECOME DUE AND PAYABLE
IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, OR TO AFFECT THE RELATIVE RIGHTS OF
THE CREDITORS OF ANY OBLIGOR, OTHER THAN FIRST LIEN CREDITORS AND THE SECOND
LIEN CREDITORS AS BETWEEN THEMSELVES.
8.13
CREDIT ANALYSIS.
THE SECURED CREDITORS SHALL