Common use of Continuing Nature of this Agreement; Severability Clause in Contracts

Continuing Nature of this Agreement; Severability. Subject to Section 6.5, this Agreement shall continue to be effective until Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the First-Lien Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents or any Junior-Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien Obligations in reliance hereon. The terms of this Agreement shall survive and continue in full force and effect in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.56.4, this Agreement shall continue to be effective until the Discharge of First-Lien Senior Lender Claims shall have occurred or such later time as all the Obligations and the indefeasible payment in full respect of the Junior-Lien Obligations Second Priority Claims shall have occurredbeen paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties Senior Lenders may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents each Second Priority Agent or any Junior-Lien Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Borrower or any other Grantor constituting First-Lien Obligations Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.56.4, this Agreement shall continue to be effective until the Discharge of First-Lien Senior Lender Claims shall have occurred or such later time as all the Obligations and the indefeasible payment in full respect of the Junior-Lien Obligations Second Priority Claims shall have occurredbeen paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties Senior Lenders may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents each Second Priority Agent or any Junior-Lien Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien Obligations Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.56.4, this Agreement shall continue to be effective until the Discharge of First-Lien Senior Lender Claims shall have occurred or such later time as all the Obligations and the indefeasible payment in full respect of the Junior-Lien Obligations Second Priority Claims shall have occurredbeen paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Senior Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents each Second Priority Agent or any Junior-Lien Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company a Borrower or any other Grantor Pledgor constituting First-Lien Obligations Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.55.7 and Section 6.4, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Priority Obligations shall have occurredoccurred or such later time as all the Obligations in respect of the Second-Priority Obligations shall have been paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Priority Secured Parties may continue, at any time and without notice to the Junioreach Second-Lien Authorized Representatives, the Junior-Lien Collateral Agents Priority Representative or any JuniorSecond-Lien Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien Priority Obligations in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any , any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.55.7 and Section 6.4, this Agreement shall continue to be effective until the Discharge of First-Lien Senior Lender Claims shall have occurred or such later time as all the Obligations and the indefeasible payment in full respect of the JuniorSecond-Lien Obligations Priority Claims shall have occurredbeen paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties Senior Lenders may continue, at any time and without notice to the Junioreach Second-Lien Authorized Representatives, the Junior-Lien Collateral Agents Priority Agent or any JuniorSecond-Lien Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien Obligations Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.5, this This Agreement shall continue to be effective until the first to occur of (a) the Discharge of First-Lien Obligations ABL Debt and the indefeasible payment in full in cash of the Junior-Lien Obligations shall have occurredExcess ABL Debt or (b) the Discharge of Term Loan Debt and the payment in full in cash of the Excess Term Loan Debt. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents or any Junior-Lien other Secured PartyParties, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor constituting ABL Debt and/or Term Loan Debt (as applicable) in reliance hereof. Each of Term Loan Agent, for itself and on behalf of the Company Term Loan Secured Parties, and ABL Agent, for itself and on behalf of the ABL Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any other Grantor constituting First-Lien Obligations in reliance hereonof the provisions of this Agreement. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.55.7 and Section 6.4, this Agreement shall continue to be effective until the Discharge of First-Lien Senior Lender Claims shall have occurred or such later time as all the Obligations and the indefeasible payment in full respect of the JuniorSecond-Lien Obligations Priority Claims shall have occurredbeen paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties Senior Lenders may continue, at any time and without notice to the Junioreach Second-Lien Authorized Representatives, the Junior-Lien Collateral Agents Priority Agent or any JuniorSecond-Lien Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien Obligations Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any , any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.56.04, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the First-Lien Senior Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Junior Representatives or any Junior-Lien Junior Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Borrower or any other Grantor constituting First-Lien Senior Obligations in reliance hereon. The terms of this Agreement shall survive and continue in full force and effect in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited held to be invalid, illegal or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, ; and any such prohibition or unenforceability the invalidity of a particular provision in any a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.55.07 and Section 6.04, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Priority Obligations shall have occurred. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Priority Secured Parties may continue, at any time and without notice to the Junioreach Second-Lien Authorized Representatives, the Junior-Lien Collateral Agents Priority Representative or any JuniorSecond-Lien Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien Priority Obligations in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any , any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.56.4, this Agreement shall continue to be effective until the Discharge of First-Lien Senior Lender Claims shall have occurred or such later time as all the Obligations and the indefeasible payment in full respect of the JuniorSecond-Lien Obligations Priority Claims shall have occurredbeen paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties Senior Lenders may continue, at any time and without notice to the Junioreach Second-Lien Authorized Representatives, the Junior-Lien Collateral Agents Priority Agent or any JuniorSecond-Lien Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien Obligations Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.55.1(a)(y), Section 5.7 and Section 6.3, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-First Lien Obligations shall have occurredoccurred or such later time as all the Obligations in respect of the Junior Lien Obligations shall have been paid in full. This is a continuing agreement of Lien lien subordination, and the First-First Lien Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Junior Lien Collateral Agents Agent or any Junior-Junior Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-First Lien Obligations in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.55.1(a)(y), Section 5.7 and Section 6.3, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-First Lien Obligations shall have occurredoccurred or such later time as all of the Junior Priority Obligations shall have been paid in full. This is a continuing agreement of Lien lien subordination, and the First-First Lien Secured Parties may continue, at any time and without notice to the Junior-Junior Lien Authorized Representatives, the Junior-Lien Collateral Agents Representative or any Junior-Junior Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-First Lien Obligations in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.56.4 and Section 5.7(c), this Agreement shall continue to be effective until the Discharge of First-Lien Senior Lender Claims shall have occurred or such later time as all the Obligations and the indefeasible payment in full respect of the Junior-Lien Obligations Second Priority Claims shall have occurredbeen paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties Senior Lenders may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents each Second Priority Agent or any Junior-Lien Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien Obligations Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.5Sections 5.7 and 6.4, as applicable, this Agreement shall continue to be effective until the Discharge of First-Lien Senior Lender Claims shall have occurred or such later time as all the Obligations and the indefeasible payment in full respect of the JuniorSecond-Lien Obligations Priority Claims shall have occurredbeen paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties Senior Lenders may continue, at any time and without notice to the Junioreach Second-Lien Authorized Representatives, the Junior-Lien Collateral Agents Priority Agent or any JuniorSecond-Lien Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien Obligations Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.55.6 and Section 6.3, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien ABL Obligations shall have occurredoccurred or such later time as all the obligations in respect of the Term Loan Obligations shall have been paid in full. This is a continuing agreement of Lien lien subordination, and the First-Lien ABL Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Term Loan Collateral Agents Agent or any Junior-Lien Term Loan Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien ABL Obligations in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.5, this This Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Obligations First Priority Claims shall have occurred. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties First Priority Lenders may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents any Second Priority Agent or any Junior-Lien Secured PartySecond Priority Lender, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien Obligations in First Priority Claims on reliance hereonhereof. Each Second Priority Agent, on behalf of itself and the applicable Second Priority Lenders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.55.1(a)(y), Section 5.6 and Section 6.3, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-First Lien Obligations shall have occurredoccurred or such later time as all the obligations in respect of the Second Lien Obligations shall have been paid in full. This is a continuing agreement of Lien lien subordination, and the First-First Lien Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Second Lien Collateral Agents Agent or any Junior-Second Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Borrower or any other Grantor constituting First-First Lien Obligations in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.56.4, this Agreement shall continue to be effective until the Discharge of First-First Lien Claims shall have occurred or such later time as all the Obligations and the indefeasible payment in full respect of the Junior-Second Lien Obligations Claims shall have occurredbeen paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-First Lien Secured Parties Lenders may continue, at any time and without notice to the Junior-each Second Lien Authorized Representatives, the Junior-Lien Collateral Agents Agent or any Junior-Second Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-First Lien Obligations Claims in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.56.4 and Section 5.7, this Agreement shall continue to be effective until the Discharge of First-Lien Senior Creditor Claims shall have occurred or such later time as all the Obligations and the indefeasible payment in full respect of the Junior-Lien Obligations Second Priority Claims shall have occurredbeen paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties Senior Creditors may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents any Second Priority Agent or any Junior-Lien Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Borrower or any other Grantor constituting First-Lien Obligations Senior Creditor Claims in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.55.7 and Section 6.4, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Priority Obligations shall have occurredoccurred or such later time as all the Obligations in respect of the Second-Priority Obligations shall have been paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Priority Secured Parties may continue, at any time and without notice to the Junioreach Second-Lien Authorized Representatives, the Junior-Lien Collateral Agents Priority Representative or any JuniorSecond-Lien Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Companies or any other Grantor constituting First-Lien Priority Obligations in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any , any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.5, this This Agreement shall continue to be effective until the Discharge of First-Lien Senior Lender Claims shall have occurred or such later time as all the Obligations and the indefeasible payment in full respect of the Junior-Lien Obligations Noteholder Claims shall have occurredbeen paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties Senior Lenders may continue, at any time and without notice to the Junioreach Second-Lien Authorized Representatives, the Junior-Lien Collateral Agents Priority Agent or any Junior-Lien Indenture Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien Obligations in reliance hereonSenior Lender Claims, except to the extent limited by the Noteholder Documents. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.55.7 and Section 6.4, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Priority Obligations shall have occurredoccurred or such later time as all the Obligations in respect of the Second-Priority Obligations shall have been paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Priority Secured Parties may continue, at any time and without notice to the Junioreach Second-Lien Authorized Representatives, the Junior-Lien Collateral Agents Priority Representative or any JuniorSecond-Lien Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Parent Borrower or any other Grantor constituting First-Lien Priority Obligations in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any , any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.5, this This Agreement shall continue to be effective until the Discharge of First-Lien Obligations Senior Lender Claims and the indefeasible payment in full Discharge of the Junior-Lien Obligations 2004 Noteholder Claims shall have occurred. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Senior Obligations Secured Parties may continue, at any time and without notice to any Junior Collateral Agent or the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents or any Junior-Lien applicable Junior Obligations Secured PartyParties, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien Senior Obligations in on reliance hereonhereof. Each Junior Collateral Agent, on behalf of itself and the applicable Junior Obligations Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.5, this This Agreement shall continue to be effective until the later of (a) the date on which the Discharge of First-Lien Obligations Senior Lender Claims shall have occurred and (b) the indefeasible payment in full of the Junior-Lien Obligations shall have occurredNoteholder Claims. This is a continuing agreement of Lien subordination, and the First-Lien Secured Parties The Senior Lenders may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Trustee or any Junior-Lien Secured PartyNoteholder, to extend credit and other financial accommodations and lend monies moneys to or for the benefit of the either Company or any other Grantor constituting First-Lien Obligations in Senior Lender Claims on reliance hereonhereof. The Trustee, on behalf of itself and the Noteholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.5, this This Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Obligations Senior Lender Claims shall have occurred. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties Senior Lender may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents or any Junior-Lien Secured PartySeller, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Makers constituting Senior Lender Claims on reliance hereof. The Seller hereby waives any right it may have under applicable law to revoke this Agreement or any other Grantor constituting First-Lien Obligations in reliance hereonof the provisions of this Agreement. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.5, this This Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Credit Agreement Obligations shall have occurredoccurred subject to Section 5.7 and 6.5. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties Credit Agreement Lenders may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Trustee or any Junior-Lien Secured PartyNoteholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien Credit Agreement Obligations in reliance hereonhereof. The Trustee, on behalf of itself and the Noteholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.56.04, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the First-Lien Senior Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Second Priority Representatives or any Junior-Lien Secured Second Priority Debt Party, to extend credit and other financial accommodations accommoda- 31447057_4 32101176_5 NEWYORK 8661362 (2K) tions and lend monies to or for the benefit of the Company Borrower or any other Grantor Subsidiary constituting First-Lien Senior Obligations in reliance hereon. The terms of this Agreement shall survive and continue in full force and effect in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.56.05, this Agreement shall continue to be effective until Discharge of First-Lien Senior Obligations and the indefeasible payment in full of the Junior-Lien Second Priority Debt Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the First-Lien Senior Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Second Priority Representatives or any Junior-Lien Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien Senior Obligations in reliance hereon. The terms of this Agreement shall survive and continue in full force and effect in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.56.4, this Agreement shall continue to be effective until the Discharge of First-Lien Senior Lender Claims shall have occurred or such later time as all the Obligations and the indefeasible payment in full respect of the Junior-Lien Obligations Second Priority Claims shall have occurredbeen paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties Senior Lenders may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents any Second Priority Agent or any Junior-Lien Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien Obligations Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.56.4 and Section 5.7(c), this Agreement shall continue to be effective until the Discharge of First-First Lien Lender Claims shall have occurred or such earlier time as all the Obligations and the indefeasible payment in full respect of the Junior-Lien Obligations Second Priority Claims shall have occurredbeen paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-First Lien Secured Parties Lenders may continue, at any time and without notice to the Junior-Second Lien Authorized Representatives, the Junior-Lien Collateral Agents Agent or any Junior-Lien Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-First Lien Obligations Lender Claims in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.55.6 and Section 6.4, this Agreement shall continue to be effective until the Discharge of First-Lien Senior Claims shall have occurred or such later time as all the Obligations and the indefeasible payment in full respect of the Junior-Lien Obligations Second Priority Claims shall have occurredbeen paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Senior Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents any Second Priority Agent or any Junior-Lien Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company any Borrower or any other Grantor constituting First-Lien Obligations Senior Claims in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.55.6 and Section 6.4, this Agreement shall continue to be effective until the Discharge of First-Lien Senior Lender Claims shall have occurred or such later time as all the Obligations and the indefeasible payment in full respect of the Junior-Lien Obligations Second Priority Claims shall have occurredbeen paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Senior Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents any Second Priority Representative or any Junior-Lien Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Borrower or any other Grantor constituting First-Lien Obligations Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.55.7 and Section 6.4, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Priority Obligations shall have occurredoccurred or such later time as all the Obligations in respect of the Second-Priority Obligations shall have been paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Priority Secured Parties may continue, at any time and without notice to the Junioreach Second-Lien Authorized Representatives, the Junior-Lien Collateral Agents Priority Representative or any JuniorSecond-Lien Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Borrower or any other Grantor constituting First-Lien Priority Obligations in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any , any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.56.04 hereof, this Agreement shall continue to be effective until the earlier of the Discharge of First-Lien ABL Obligations and or the indefeasible payment in full Discharge of the Junior-Lien Term Obligations shall have has occurred. This is a continuing agreement of Lien subordination, and the First-Lien Senior Priority Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Second Priority Representatives or any Junior-Lien Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of Holdings, the Company Borrower or any other Grantor constituting First-Lien Senior Priority Obligations in reliance hereon. The terms of this Agreement shall survive and continue in full force and effect in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions provisions, the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.5, this This Agreement shall continue to be effective until the first to occur of the Discharge of First-Lien Obligations Revolving Loan Debt and the indefeasible payment in full Discharge of the Junior-Lien Obligations shall have occurredTerm Loan Debt. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents or any Junior-Lien other Secured PartyParties, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor constituting Revolving Loan Debt and/or any U.S, Grantor constituting Term Loan Debt (as applicable) in reliance hereof. Each of Term Loan Agent, for itself and on behalf of the Company Term Loan Secured Parties, and Revolving Loan Agent, for itself and on behalf of the Revolving Loan Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any other Grantor constituting First-Lien Obligations in reliance hereonof the provisions of this Agreement. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.56.04, this Agreement shall continue to be effective until the earlier of the Discharge of First-Lien Senior Obligations and the indefeasible payment in full Discharge of the Junior-Lien Obligations shall have occurredJunior Priority Debt Obligations. This is a continuing agreement of Lien subordination, and the First-Lien Senior Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Junior Priority Representatives or any Junior-Lien Secured Junior Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Borrower or any other Grantor Subsidiary constituting First-Lien Senior Obligations in reliance hereon. The terms of this Agreement shall survive and continue in full force and effect in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.5, this This Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Obligations Senior Lender Claims shall have occurred. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties Senior Lenders may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Trustee or any Junior-Lien Secured PartyNoteholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the either Company or any other Grantor constituting First-Lien Obligations in Senior Lender Claims on reliance hereonhereof. The Trustee, on behalf of itself and the Noteholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.5, this This Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Obligations First Priority Claims shall have occurred. This is a continuing agreement of Lien subordination, subordination and the First-Lien Secured Parties may First Priority Lenders may, subject to the terms of this Agreement, continue, at any time and without notice to the Junior-Second Lien Authorized Representatives, the Junior-Lien Collateral Agents Agent or any Junior-Lien Secured PartySecond Priority Lender, to extend credit and other financial accommodations and lend monies to or for the benefit of any Borrower, the Company Company, any Subsidiary, or any other Grantor constituting First-Lien Obligations in First Priority Claims on reliance hereonhereof. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.56.4 and Section 5.7(c), this Agreement shall continue to be effective until the Discharge of First-Lien Senior Lender Claims shall have occurred or such later time as all the Obligations and the indefeasible payment in full respect of the Junior-Lien Obligations Second Priority Claims shall have occurredbeen paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties Senior Lenders may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents any Second Priority Agent or any Junior-Lien Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Borrower or any other Grantor constituting First-Lien Obligations Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.5, this This Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Obligations Senior Lender Claims shall have occurred. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties Senior Lenders may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Trustee or any Junior-Lien Secured PartyNoteholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the any Company or any other Grantor constituting First-Lien Obligations in Senior Lender Claims on reliance hereonhereof. The Trustee, on behalf of itself and the Noteholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.56.4 and Section 5.7(c), this Agreement shall continue to be effective until the Discharge of First-Lien Senior Lender Claims shall have occurred or such later time as all the Obligations and the indefeasible payment in full respect of the Junior-Lien Obligations Second Priority Claims shall have occurredbeen paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties Senior Lenders may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents each Second Priority Agent or any Junior-Lien Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Borrower or any other Grantor constituting First-Lien Obligations Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.5, this This Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Obligations Senior Claims shall have occurred. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties Senior Lenders may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents any Junior Trustee or any Junior-Lien Secured PartyJunior Noteholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien Obligations Senior Claims in reliance hereon. The terms of this Agreement shall survive and continue in full force and effect in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties Notwithstanding anything to the contrary set forth in this Agreement, after the Discharge of Senior Lender Claims, the First-Lien Administrative Agent, the Senior Credit Agent and the Senior Lenders shall endeavor not have any rights or obligations under this Agreement other than as set forth in good-faith negotiations to replace the invalidSections 5.5(f), illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid6.5, illegal or unenforceable provisions6.6 and 6.7.

Continuing Nature of this Agreement; Severability. Subject to Section 6.56.05, this Agreement shall continue to be effective until Discharge of First-Lien Senior Obligations and the indefeasible payment in full of the Junior-Lien Second Priority Debt Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the First-Lien Senior Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Second Priority Representatives or any Junior-Lien Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien Senior Obligations in reliance hereon. The terms of this Agreement shall survive and continue in full force and effect in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining Exhibit R to the Credit Agreement provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.5, this This Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Obligations First Priority Claims shall have occurred. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties First Priority Lenders may continue, at any time and without notice to the Junior-Second Lien Authorized Representatives, the Junior-Lien Collateral Agents Agent or any Junior-Lien Secured PartySecond Priority Lender, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-First Priority Claims on reliance hereof. The Second Lien Obligations in reliance hereonAgent, on behalf of itself and the Second Priority Lenders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.5, this This Agreement shall continue to be effective until the later of (a) the date on which the Discharge of First-Lien Credit Agreement Obligations shall have occurred and (b) the indefeasible payment in full of the Junior-Lien Obligations shall have occurredNoteholder Claims. This is a continuing agreement of Lien subordination, and the First-Lien Secured Parties The Senior Lenders may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Trustee or any Junior-Lien Secured PartyNoteholder, to extend credit and other financial accommodations and lend monies moneys to or for the benefit of the Company or any other Grantor constituting First-Lien Obligations in Senior Lender Claims on reliance hereonhereof. Each of the Collateral Agent, the Senior Lenders and the Trustee, on behalf of itself and the Noteholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.56.04, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Senior Obligations shall have occurred. This is a continuing agreement of Lien subordinationsubordination with respect to the Liens on the Specified Collateral insofar as such Liens secure Junior Priority Debt Obligations, and the First-Lien Senior Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Junior Priority Representatives or any Junior-Lien Secured Junior Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Borrower or any other Grantor Subsidiary constituting First-Lien Senior Obligations in reliance hereon. The terms of this Agreement shall survive and continue in full force and effect in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.55.1(a)(y), Section 5.6 and Section 6.3, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-First Lien Obligations shall have occurredoccurred or such later time as all the obligations in respect of the Junior Lien Obligations shall have been paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-First Lien Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Junior Lien Collateral Agents Agent or any Junior-Junior Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-First Lien Obligations in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.55.1(a)(y), Section 5.7 and Section 6.3, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-First Lien Obligations shall have occurredoccurred or such later time as all of the Junior Lien Obligations shall have been paid in full. This is a continuing agreement of Lien lien subordination, and the First-First Lien Secured Parties may continue, at any time and without notice to the Junior-Junior Lien Authorized Representatives, the Junior-Lien Collateral Agents Representative or any Junior-Junior Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-First Lien Obligations in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.56.4, this Agreement shall continue to be effective until the Discharge of First-Lien Senior Lender Claims shall have occurred or such later time as all the Obligations and the indefeasible payment in full respect of the Junior-Lien Obligations Second Priority Claims shall have occurredbeen paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties Senior Lenders may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents each Second Priority Agent or any Junior-Lien Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Borrowers or any other Grantor Pledgor constituting First-Lien Obligations Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.55.7 and Section 6.4, this Agreement shall continue to be effective until the Discharge of First-Lien Senior Lender Claims shall have occurred or such later time as all the Obligations and the indefeasible payment in full respect of the Junior-Lien Obligations Second Priority Claims shall have occurredbeen paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties Senior Lenders may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents each Second Pri ority Agent or any Junior-Lien Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien Obligations Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.5, this This Agreement shall continue to be effective until the Discharge of First-First Lien Obligations and Debt shall have occurred or the indefeasible final payment in full in cash of the Junior-Second Lien Obligations shall have occurredDebt and the termination and release by each Second Lien Secured Party of any Liens to secure the Second Lien Debt. This is a continuing agreement of Lien subordination, lien subordination and the First-First Lien Secured Parties may continue, at any time and without notice to the Junior-any Second Lien Authorized Representatives, the Junior-Lien Collateral Agents Agent or any Junior-other Second Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor constituting First Lien Debt in reliance hereof. Each Second Lien Agent, for itself and on behalf of the Company Second Lien Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any other Grantor constituting First-Lien Obligations in reliance hereonof the provisions of this Agreement. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.55.07 and Section 6.04, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Priority Lien Obligations shall have occurredoccurred or such later time as all the Obligations in respect of the Second-Priority Obligations shall have been paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties Senior Lenders may continue, at any time and without notice to the Junioreach Second-Lien Authorized Representatives, the Junior-Lien Collateral Agents Priority Agent or any JuniorSecond-Lien Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Priority Lien Obligations in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.5Sections 6.4 and 8.22(c), this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-First Lien Obligations shall have occurred or such later time as the Discharge of Second Lien Obligations has occurred. This is a continuing agreement of Lien subordination, lien subordination and the First-First Lien Secured Parties may continue, at any time and without notice to the Junior-each Second Lien Authorized Representatives, the Junior-Lien Collateral Agents Agent or any Junior-Second Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-First Lien Obligations in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.55.1(a)(y), Section 5.7 and Section 6.3, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-First Lien Obligations shall have occurredoccurred or such later time as all the obligations in respect of the Second Lien Obligations shall have been paid in full. This is a continuing agreement of Lien lien subordination, and the First-First Lien Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Second Lien Collateral Agents Agent or any Junior-Second Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-First Lien Obligations in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.5, this This Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Obligations Senior Lender Claims shall have occurred. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties Senior Lenders may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Trustee or any Junior-Lien Secured PartyNoteholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien Obligations in Senior Lender Claims on reliance hereonhereof. The Trustee, on behalf of itself and the Noteholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.5, this This Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Obligations Senior Lender Claims shall have occurred. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties Senior Lenders may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Trustee or any Junior-Lien Secured PartyNoteholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Borrower or any other Grantor constituting First-Lien Obligations in Senior Lender Claims on reliance hereonhereof. The Trustee, on behalf of itself and the Noteholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.