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

Continuing Nature of this Agreement; Severability. Subject to Section 5.06 and Section 6.04, this Agreement shall continue to be effective until the Discharge of Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the Senior Secured Parties may continue, at any time and without notice to the Junior Representatives or any Junior Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any other Grantor constituting 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 held to be invalid, illegal or unenforceable in any jurisdiction 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 the invalidity of a particular provision in a particular jurisdiction shall not invalidate 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 5.06 and Section 6.046.4 (Avoidance Issues), this Agreement shall continue to be effective until the Discharge of Senior First Lien Obligations shall have occurred or such later time as the Discharge of Second Lien Obligations shall have occurred. This is a continuing agreement of Lien subordination, lien subordination and the Senior First Lien Obligations Secured Parties may continue, at any time and without notice to the Junior Representatives Applicable Second Lien Agent, any Second Lien Obligations Representative (if different from the Applicable Second Lien Agent) or any Junior other Second Lien Obligations Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower Company or any other Grantor Pledgor constituting Senior 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 held to be invalid, illegal that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of shall not invalidate the remaining provisions hereof; , and the invalidity of a particular provision any such prohibition or unenforceability in a particular 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 5.06 and Section 6.046.4 (Avoidance Issues), this Agreement shall continue to be effective until the Discharge of Senior First Lien Obligations shall have occurred or such later time as the Discharge of Second Lien Obligations shall have occurred. This is a continuing agreement of Lien subordination, lien subordination and the Senior First Lien Secured Parties may continue, at any time and without notice to the Junior Representatives Second Lien 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 the Borrower Company or any other Grantor Pledgor or any of its or their subsidiaries constituting Senior 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 held to be invalid, illegal that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of shall not invalidate the remaining provisions hereof; , and the invalidity of a particular provision any such prohibition or unenforceability in a particular 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 5.06 and Section 6.04, this This Agreement shall continue to be effective until the Discharge of Senior Obligations Senior-Priority Debt shall have occurredoccurred or the final payment in full in cash of the Junior-Priority Debt and the termination and release by each Junior-Priority Secured Party of any Liens to secure the Junior-Priority Debt. This is a continuing agreement of Lien subordination, lien subordination and the Senior Senior-Priority Secured Parties may continue, at any time and without notice to the Junior Representatives any Junior-Priority Collateral Agent or any Junior other Junior-Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any other Grantor constituting Senior Obligations Senior-Priority Debt in reliance hereon. Each Junior-Priority Collateral Agent, for itself and on behalf of the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, 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 held to be invalid, illegal that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of shall not invalidate the remaining provisions hereof; , and the invalidity of a particular provision any such prohibition or unenforceability in a particular 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 5.06 and Section 6.04, this Agreement shall continue to be effective (a) among the Senior Secured Parties and the Second Priority Secured Parties unless and until the Discharge of Senior Debt Obligations shall have occurredoccurred and (b) after a Discharge of Senior Debt Obligations, among the Second Priority Secured Parties unless and until such time at which there is only one class or series of Second Priority Debt. This is a continuing agreement of Lien subordination, and the Senior Secured Parties may continue, at any time and without notice to the Junior Second Priority Representatives or any Junior Secured Second Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower any Grantor or any other Grantor Subsidiary of the Parent constituting Senior Debt 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 held to be invalid, illegal that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of shall not invalidate the remaining provisions hereof; , and the invalidity of a particular provision any such prohibition or unenforceability in a particular any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good-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. All references to any Borrower or any other Grantor shall include such Borrower or such other Grantor as debtor and debtor in possession and any receiver, trustee or similar person for such Borrower or such other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.

Continuing Nature of this Agreement; Severability. Subject to Section 5.06 and Section 6.04, this This Agreement shall continue to be effective until the Discharge of Senior Obligations Revolving Loan Debt shall have occurredoccurred or the final payment in full in cash of the Term Loan Debt and the termination and release by each Term Loan Secured Party of any Liens to secure the Term Loan Debt. This is a continuing agreement of Lien subordination, lien subordination and the Senior Revolving Loan Secured Parties may continue, at any time and without notice to the Junior Representatives Term Loan Agent or any Junior other Term Loan Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor constituting Revolving Loan Debt in reliance hereof. The Term Loan Agent, for itself and on behalf of the Borrower Term Loan Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any other Grantor constituting Senior Obligations in reliance hereonof the provisions of this Agreement. The 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 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 held to be invalid, illegal which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of shall not invalidate the remaining provisions hereof; , and the invalidity of a particular provision any such prohibition or unenforceability in a particular 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 5.06 5.07 and Section 6.04, this Agreement shall continue to be effective until the Discharge of Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the Senior Secured Parties may continue, at any time and without notice to the Junior Second Priority Representatives or any Junior Secured Second Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower Company or any other Grantor Subsidiary constituting 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 held to be that is invalid, illegal or unenforceable in any jurisdiction 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 the invalidity of a particular provision in a particular jurisdiction shall not invalidate 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 5.06 and Section 6.04, this This Agreement shall continue to be effective until the date on which both (i) the Discharge of Senior Revolving Loan Obligations shall have has occurred and (ii) later of the Discharge of First Lien Term Loan Obligations and the Discharge of Incremental Term Loan Obligations has occurred. This Subject to the limits contained herein, this is a continuing agreement of Lien subordination, lien subordination and the Senior Secured Parties may continue, at any time and without notice to the Junior Representatives or any Junior other Secured PartyParties, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor constituting Revolving Loan Obligations and/or Term Loan Obligations (as applicable) in reliance hereof. Each of the Borrower First Lien Term Loan Agent, for itself and on behalf of the other First Lien Term Loan Secured Parties, the Incremental Term Loan Agent, for itself and on behalf of the other Incremental Term Loan Secured Parties, and the 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 Senior 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 held to be invalid, illegal which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of shall not invalidate the remaining provisions hereof; , and the invalidity of a particular provision any such prohibition or unenforceability in a particular 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 5.06 5.07 and Section 6.04, this Agreement shall continue to be effective until the Discharge of Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the Senior Secured Parties may continue, at any time and without notice to the Junior Representatives or any Junior Secured Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower Holdings or any other Grantor Subsidiary constituting 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 held to be that is invalid, illegal or unenforceable in any jurisdiction 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 the invalidity of a particular provision in a particular jurisdiction shall not invalidate 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 5.06 5.07 and Section 6.04, this Agreement shall continue to be effective until the Discharge of Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the Senior Secured Parties may continue, at any time and without notice to the Junior Representatives or any Junior Secured Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any other Grantor Subsidiary constituting 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 held to be that is invalid, illegal or unenforceable in any jurisdiction 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 the invalidity of a particular provision in a particular jurisdiction shall not invalidate 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 5.06 and Section 6.04, this Agreement shall continue to be effective until (x) the Discharge of Senior Priority Obligations, (y) the Discharge of Second Priority Debt Obligations and (z) the Discharge of Senior Subordinated Priority Debt Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the Senior Priority Secured Parties may continue, at any time and without notice to the Junior Representatives or any Junior Secured Non-Senior Priority Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Holdings, a Borrower or any other Grantor Subsidiary constituting 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 held to be invalid, illegal that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of shall not invalidate the remaining provisions hereof; , and the invalidity of a particular provision any such prohibition or unenforceability in a particular 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 5.06 5.07 and Section 6.04, this Agreement shall continue to be effective (a) unless and until the Discharge of Senior First-Priority Obligations shall have occurred, among the First-Priority Representatives, the First-Priority Secured Parties, the Second-Priority Representatives and the Second-Priority Secured Parties and (b) on and after the Discharge of First-Priority Obligations, unless and until such later time as no more than one Series of Second-Priority Obligations that has not been paid in full, among the Second-Priority Representatives and the Second-Priority Secured Parties. This is a continuing agreement of Lien subordination, lien subordination and the Senior First-Priority Secured Parties may continue, at any time and without notice to the Junior Representatives each Second-Priority Representative or any Junior Second-Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower Parent, CSL Capital or any other Grantor constituting Senior First-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 held to be invalid, illegal that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of shall not invalidate the remaining provisions hereof; , and the invalidity of a particular provision any such prohibition or unenforceability in a particular 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.33

Continuing Nature of this Agreement; Severability. Subject to Section 5.06 and Section 6.04, this Agreement shall continue to be effective until the Discharge of Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the Senior First Lien Secured Parties may continue, at any time and without notice to the Junior Representatives Second Lien Collateral Agent, the Third Lien Collateral Agent or any Junior other Second Lien Secured Party or Third Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any other Grantor Credit Party constituting Senior 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 held to be invalid, illegal that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of shall not invalidate the remaining provisions hereof; , and the invalidity of a particular provision any such prohibition or unenforceability in a particular 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.. The terms of this Agreement shall govern even if part or all of the Secured Obligations or the Liens securing payment and performance thereof are not perfected or are avoided, disallowed, set aside or otherwise invalidated in any judicial proceeding or otherwise. All references to any Credit Party shall include such Credit Party as debtor and debtor in possession and any receiver, trustee or similar person for any Credit Parties (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:

Continuing Nature of this Agreement; Severability. Subject to Section 5.06 5.7 (Reinstatement) and Section 6.046.4 (Avoidance Issues), this Agreement shall continue to be effective until the Discharge of Senior First Lien Obligations shall have occurred or such later time as the Discharge of Junior Lien Obligations shall have occurred. This is a continuing agreement of Lien subordination, lien subordination and the Senior First Lien Obligations Secured Parties may continue, at any time and without notice to the Applicable Junior Representatives Lien Agent, any Junior Lien Obligations Representative (if different from the Applicable Junior Lien Agent) or any other Junior Lien Obligations Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower Company or any other Grantor Pledgor constituting Senior 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 held to be invalid, illegal that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of shall not invalidate the remaining provisions hereof; , and the invalidity of a particular provision any such prohibition or unenforceability in a particular 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 5.06 and Section 6.04, this Agreement shall continue to be effective until the earlier of (a) the date on which the Discharge of Senior Priority Obligations shall have occurs, if no Excess Senior Obligations are outstanding on such date, (b) the date on which the Discharge of Second Priority Debt Obligations occurs, and (c) the date on which no Excess Senior Obligations are outstanding after the Discharge of Senior Priority Obligations has occurred. This is a continuing agreement of Lien subordination, and the Senior Secured Parties may continue, at any time and without notice to the Junior Representatives Second Priority Representative or any Junior Secured other Second Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower Company or any other Grantor Subsidiary constituting 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 held to be invalid, illegal that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of shall not invalidate the remaining provisions hereof; , and the invalidity of a particular provision any such prohibition or unenforceability in a particular any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-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 5.06 and Section 6.04, this This Agreement shall continue to be effective until the earlier to occur of Discharge of Senior Revolving Loan Obligations shall have occurredor the Discharge of the Term Loan Obligations. This is a continuing agreement of Lien subordination, lien subordination and the Senior Revolving Credit Secured Parties may to the extent provided in the Revolving Credit Documents continue, at any time and without notice to the Junior Representatives Term Loan Agent or any Junior other Term Loan Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any other Grantor constituting Senior Revolving Loan Obligations in reliance hereonhereof. Each Agent, for itself and on behalf of the Secured Parties on whose behalf it acts, 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 held to be invalid, illegal which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of shall not invalidate the remaining provisions hereof; , and the invalidity of a particular provision any such prohibition or unenforceability in a particular any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties For purposes of this Section 10.2 only, the terms “Discharge of Revolving Loan Obligations” and “Discharge of Term Loan Obligations” shall endeavor including in good-faith negotiations to replace each case, the invalid, illegal payment in full in cash or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that other immediately available funds of the invalid, illegal or unenforceable provisionsamount of the Revolving Loan Obligations in excess of the Maximum Priority Revolving Loan Debt Amount and the Maximum Priority Term Loan Debt Amount.

Continuing Nature of this Agreement; Severability. Subject to Section 5.06 and Section 6.04, this Agreement shall continue to be effective until the Discharge of Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the Senior Secured Parties may continue, at any time and without notice to the Junior Representatives or any Junior Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower Borrowers or any other Grantor constituting 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 held to be invalid, illegal or unenforceable in any jurisdiction 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 the invalidity of a particular provision in a particular jurisdiction shall not invalidate 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 5.06 and Section 6.04, this Agreement shall continue to be effective until the Discharge of Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and (x) the Senior First Lien Secured Parties may continue, at any time and without notice to the Junior Representatives First Lien Collateral Trustee or any Junior Second Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower Company or any Subsidiary constituting First Lien Obligations in reliance hereon and (y) the Second Lien Secured Parties may continue, at any time and without notice to any Second Lien Representative or any First Lien Secured Party, to extend credit and other Grantor financial accommodations and lend monies to or for the benefit of the Company or any Subsidiary constituting Senior Second 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 held to be invalid, illegal that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of shall not invalidate the remaining provisions hereof; , and the invalidity of a particular provision any such prohibition or unenforceability in a particular 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.. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor in possession and any receiver, trustee or similar person for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:

Continuing Nature of this Agreement; Severability. Subject to Section 5.06 and Section 6.04, this Agreement shall continue to be effective until the Discharge of Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the Senior Secured Parties may continue, at any time and without notice to the Junior Representatives or any Junior Secured Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower Company or any other Grantor Subsidiary constituting 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 held to be that is invalid, illegal or unenforceable in any jurisdiction 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 the invalidity of a particular provision in a particular jurisdiction shall not invalidate 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 5.06 5.07 and Section 6.04, this Agreement shall continue to be effective (a) unless and until the Discharge of Senior First-Priority Obligations shall have occurred, among the First-Priority Representatives, the First-Priority Secured Parties, the Second-Priority Representatives and the Second-Priority Secured Parties and (b) on and after the Discharge of First-Priority Obligations, unless and until such later time as no more than one Series of Second-Priority Obligations that has not been paid in full, among the Second-Priority Representatives and the Second-Priority Secured Parties. This is a continuing agreement of Lien subordination, lien subordination and the Senior First-Priority Secured Parties may continue, at any time and without notice to the Junior Representatives each Second-Priority Representative or any Junior Second-Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower Parent, CSL Capital or any other Grantor constituting Senior First-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 held to be invalid, illegal that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of shall not invalidate the remaining provisions hereof; , and the invalidity of a particular provision any such prohibition or unenforceability in a particular 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 5.06 and Section 6.04, this Agreement shall continue to be effective until the Discharge of Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the Senior Secured Parties may continue, at any time and without notice to the Junior Second Priority Representatives or any Junior Secured Second Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower Borrowers or any other Grantor Subsidiary constituting Senior Debt 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 held to be invalid, illegal that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of shall not invalidate the remaining provisions hereof; , and the invalidity of a particular provision any such prohibition or unenforceability in a particular 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.. All references to any Borrower or any other Grantor shall include such Borrower or such Grantor as debtor and debtor in possession and any receiver, trustee or similar person for any Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:

Continuing Nature of this Agreement; Severability. Subject to Section 5.06 and Section 6.04, this Agreement shall continue to be effective until the Discharge of Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the Senior First Lien Secured Parties may continue, at any time and without notice to the Junior Representatives Second Lien Collateral 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 the Borrower or any other Grantor Credit Party constituting Senior 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 held to be invalid, illegal that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of shall not invalidate the remaining provisions hereof; , and the invalidity of a particular provision any such prohibition or unenforceability in a particular 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.. The terms of this Agreement shall govern even if part or all of the Secured Obligations or the Liens securing payment and performance thereof are not perfected or are avoided, disallowed, set aside or otherwise invalidated in any judicial proceeding or otherwise. All references to any Credit Party shall include such Credit Party as debtor and debtor in possession and any receiver, trustee or similar person for any Credit Parties (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:

Continuing Nature of this Agreement; Severability. Subject to Section 5.06 6.4 and Section 6.048.23, this Agreement shall continue to be effective until the Discharge of Senior First Lien Obligations shall have occurredpaid in full or cash collateralized in accordance with the applicable First Lien Documents or such later time as the Second Lien Obligations shall have been paid in full in accordance with the Second Lien Documents. This is a continuing agreement of Lien subordination, and the Senior First Lien Secured Parties may continue, at any time and without notice to the Junior Representatives Second Lien Agent, any other Second Lien Secured Party, any Permitted Third Lien Representative, or any Junior other Permitted Third Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower Company or any other Grantor Obligor constituting Senior 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 held to be invalid, illegal that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of shall not invalidate the remaining provisions hereof; , and the invalidity of a particular provision any such prohibition or unenforceability in a particular 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.