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
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INFORMATION THAT, PURSUANT TO ACCEPTED OR REASONABLE COMMERCIAL FINANCE
PRACTICES, SUCH PARTY WISHES TO MAINTAIN CONFIDENTIAL OR IS OTHERWISE REQUIRED
TO MAINTAIN CONFIDENTIAL.
8.4
SUBROGATION.
THE TRUSTEE, ON BEHALF OF ITSELF AND THE
NOTEHOLDERS, HEREBY AGREES NOT TO ASSERT OR ENFORCE ANY RIGHTS OF SUBROGATION IT
MAY ACQUIRE AS A RESULT OF ANY PAYMENT HEREUNDER UNTIL THE DISCHARGE OF SENIOR
LENDER CLAIMS HAS OCCURRED.
8.5
APPLICATION OF PAYMENTS.
EXCEPT AS OTHERWISE PROVIDED HEREIN, ALL
PAYMENTS RECEIVED BY THE SENIOR LENDERS MAY BE APPLIED, REVERSED AND REAPPLIED,
IN WHOLE OR IN PART, TO SUCH PART OF THE SENIOR LENDER CLAIMS AS THE SENIOR
LENDERS, IN THEIR SOLE DISCRETION, DEEM APPROPRIATE, CONSISTENT WITH THE TERMS
OF THE SENIOR LENDER DOCUMENTS.
EXCEPT AS OTHERWISE PROVIDED HEREIN, THE
TRUSTEE, ON BEHALF OF ITSELF AND THE NOTEHOLDERS, ASSENTS TO ANY SUCH EXTENSION
OR POSTPONEMENT OF THE TIME OF PAYMENT OF THE SENIOR LENDER CLAIMS 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 THE
SENIOR LENDER CLAIMS AND TO THE ADDITION OR RELEASE OF ANY OTHER PERSON
PRIMARILY OR SECONDARILY LIABLE THEREFOR.
8.6
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 8.7 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 COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN
STATEMENT OR ACTION OF ANY PARTY HERETO IN CONNECTION WITH THE SUBJECT MATTER
HEREOF.
8.7
NOTICES.
ALL NOTICES TO THE NOTEHOLDERS AND THE SENIOR LENDERS
PERMITTED OR REQUIRED UNDER THIS AGREEMENT MAY BE SENT TO THE TRUSTEE AND THE
FIRST-LIEN ADMINISTRATIVE 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 OR SENT
BY ELECTRONIC MAIL, COURIER SERVICE OR U.S. MAIL AND SHALL BE DEEMED TO HAVE
BEEN GIVEN WHEN DELIVERED IN PERSON OR BY COURIER SERVICE, UPON RECEIPT OF A
TELECOPY OR ELECTRONIC MAIL OR FOUR BUSINESS DAYS AFTER DEPOSIT IN THE U.S. MAIL
(REGISTERED OR CERTIFIED, WITH POSTAGE