THEM IN RESPECT OF THE MAINTENANCE OR
PRESERVATION OF THE SENIOR OBLIGATIONS COLLATERAL, THE SENIOR OBLIGATIONS OR
OTHERWISE; AND
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(D)
EACH JUNIOR COLLATERAL AGENT, ON BEHALF
OF ITSELF AND THE APPLICABLE JUNIOR OBLIGATIONS SECURED PARTIES, AGREES NOT TO
ASSERT AND HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY RIGHT TO
DEMAND, REQUEST, PLEAD OR OTHERWISE ASSERT OR OTHERWISE CLAIM THE BENEFIT OF,
ANY MARSHALLING, APPRAISAL, VALUATION OR OTHER SIMILAR RIGHT THAT MAY OTHERWISE
BE AVAILABLE UNDER APPLICABLE LAW OR ANY OTHER SIMILAR RIGHTS THAT A JUNIOR
SECURED CREDITOR MAY HAVE UNDER APPLICABLE LAW.
7.4
OBLIGATIONS UNCONDITIONAL.
ALL RIGHTS,
INTERESTS, AGREEMENTS AND OBLIGATIONS OF THE SENIOR COLLATERAL AGENTS AND THE
SENIOR OBLIGATIONS SECURED PARTIES AND THE JUNIOR COLLATERAL AGENTS AND THE
JUNIOR OBLIGATIONS SECURED PARTIES, RESPECTIVELY, HEREUNDER SHALL REMAIN IN FULL
FORCE AND EFFECT IRRESPECTIVE OF:
(A)
ANY LACK OF VALIDITY OR ENFORCEABILITY
OF ANY SENIOR OBLIGATIONS DOCUMENTS OR ANY JUNIOR OBLIGATIONS DOCUMENTS;
(B)
ANY CHANGE IN THE TIME, MANNER OR PLACE
OF PAYMENT OF, OR IN ANY OTHER TERMS OF, ALL OR ANY OF THE SENIOR OBLIGATIONS OR
JUNIOR OBLIGATIONS, OR ANY AMENDMENT OR WAIVER OR OTHER MODIFICATION, INCLUDING
ANY INCREASE IN THE AMOUNT THEREOF, WHETHER BY COURSE OF CONDUCT OR OTHERWISE,
OF THE TERMS OF ANY SENIOR OBLIGATIONS DOCUMENT OR OF THE TERMS OF ANY JUNIOR
OBLIGATIONS DOCUMENT;
(C)
ANY EXCHANGE OF ANY SECURITY INTEREST
IN ANY COMMON COLLATERAL OR ANY OTHER COLLATERAL, OR ANY AMENDMENT, WAIVER OR
OTHER MODIFICATION, WHETHER IN WRITING OR BY COURSE OF CONDUCT OR OTHERWISE, OF
ALL OR ANY OF THE SENIOR OBLIGATIONS OR JUNIOR OBLIGATIONS OR ANY GUARANTEE
THEREOF;
(D)
THE COMMENCEMENT OF ANY INSOLVENCY OR
LIQUIDATION PROCEEDING IN RESPECT OF THE COMPANY OR ANY OTHER GRANTOR; OR
(E)
ANY OTHER CIRCUMSTANCES THAT OTHERWISE
MIGHT CONSTITUTE A DEFENSE AVAILABLE TO, OR A DISCHARGE OF, THE COMPANY OR ANY
OTHER GRANTOR IN RESPECT OF THE SENIOR OBLIGATIONS, OR OF ANY JUNIOR COLLATERAL
AGENT OR ANY JUNIOR OBLIGATIONS SECURED PARTY IN RESPECT OF THIS AGREEMENT.
SECTION 8.
MISCELLANEOUS.
8.1
CONFLICTS.
(A)
SUBJECT TO SECTION 8.20, IN
THE EVENT OF ANY CONFLICT BETWEEN THE PROVISIONS OF THIS AGREEMENT AND THE
PROVISIONS OF THE SENIOR OBLIGATIONS DOCUMENTS OR JUNIOR OBLIGATIONS DOCUMENTS,
THE PROVISIONS OF THIS AGREEMENT SHALL GOVERN.
(B)
THE PARTIES HERETO AGREE THAT IF ANY
AMENDMENTS TO THIS AGREEMENT (I) ARE REQUIRED TO COMPLY WITH ANY AMENDMENT TO
THE TRUST INDENTURE ACT MADE AFTER THE DATE HEREOF AND (II) ARE REASONABLY
DETERMINED BY THE SENIOR COLLATERAL AGENT NOT TO BE ADVERSE TO THE SENIOR
COLLATERAL AGENT OR THE APPLICABLE SENIOR OBLIGATIONS SECURED PARTIES WITH
RESPECT TO THEIR SENIOR LIENS AND THE SENIOR OBLIGATIONS, THEN SUCH PARTIES
SHALL COOPERATE AND ACT IN GOOD FAITH TO EFFECT SUCH AMENDMENTS AS PROMPTLY AS
PRACTICABLE.
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8.2
CONTINUING NATURE OF THIS AGREEMENT;
SEVERABILITY.
THIS AGREEMENT SHALL CONTINUE TO BE EFFECTIVE UNTIL THE DISCHARGE
OF SENIOR LENDER CLAIMS AND DISCHARGE OF 2004 NOTEHOLDER CLAIMS SHALL HAVE
OCCURRED.
THIS IS A CONTINUING AGREEMENT OF LIEN SUBORDINATION AND