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

Continuing Nature of this Agreement; Severability. Subject to Section 6.4, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in full. This is a continuing agreement of lien subordination and the Senior Lenders may continue, at any time and without notice to each Second Priority Agent or any Second 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 Lender Claims in reliance hereon. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.46.5, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Obligations shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in fulloccurred. This is a continuing agreement of lien subordination Lien subordination, and the Senior Lenders First-Lien Secured Parties may continue, at any time and without notice to each Second Priority Agent the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents or any Second Priority Junior-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 constituting Senior Lender Claims 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 6.4, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in full. This is a continuing agreement of lien subordination and the Senior Lenders may continue, at any time and without notice to each Second Priority Agent or any Second Priority 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 constituting Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.4, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in full. This is a continuing agreement of lien subordination and the Senior Lenders Secured Parties may continue, at any time and without notice to each Second Priority Agent or any Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the a Borrower or any other Grantor Pledgor constituting Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 5.7 and Section 6.4, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims First-Priority Obligations shall have occurred or such later time as all the Obligations in respect of the Second Second-Priority Claims Obligations shall have been paid in full. This is a continuing agreement of lien subordination and the Senior Lenders First-Priority Secured Parties may continue, at any time and without notice to each Second Second-Priority Agent Representative or any Second Second-Priority 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 constituting Senior Lender Claims First-Priority Obligations in reliance hereon. The terms of this Agreement shall survive, and shall continue in full force and 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.46.04, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims Obligations shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in fulloccurred. This is a continuing agreement of lien subordination Lien subordination, and the Senior Lenders Secured Parties may continue, at any time and without notice to each Second Priority Agent the Junior Representatives or any Second Priority 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 Lender Claims 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 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 5.7 and Section 6.4, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Second-Priority Claims shall have been paid in full. This is a continuing agreement of lien subordination and the Senior Lenders may continue, at any time and without notice to each Second Second-Priority Agent or any Second Second-Priority 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 constituting Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.4, this This Agreement shall continue to be effective until the first to occur of (a) the Discharge of Senior Lender Claims shall have occurred or such later time as all ABL Debt and the Obligations payment in respect full in cash of the Second Priority Claims shall have been paid Excess ABL Debt or (b) the Discharge of Term Loan Debt and the payment in fullfull in cash of the Excess Term Loan Debt. This is a continuing agreement of lien subordination and the Senior Lenders Secured Parties may continue, at any time and without notice to each Second Priority Agent or any Second Priority the 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 Borrower 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 Senior Lender Claims in reliance hereonof the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and 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.

Continuing Nature of this Agreement; Severability. Subject to Section 5.7 and Section 6.4, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Second-Priority Claims shall have been paid in full. This is a continuing agreement of lien subordination and the Senior Lenders may continue, at any time and without notice to each Second Second-Priority Agent or any Second Second-Priority 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 constituting Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive, and shall continue in full force and 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.45.07 and Section 6.04, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims First-Priority Obligations shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in fulloccurred. This is a continuing agreement of lien subordination and the Senior Lenders First-Priority Secured Parties may continue, at any time and without notice to each Second Second-Priority Agent Representative or any Second Second-Priority 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 constituting Senior Lender Claims First-Priority Obligations in reliance hereon. The terms of this Agreement shall survive, and shall continue in full force and 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.46.4 (Avoidance Issues), this Agreement shall continue to be effective until the Discharge of Senior Lender Claims First Lien Obligations shall have occurred or such later time as all the Discharge of Second Lien Obligations in respect of the Second Priority Claims shall have been paid in fulloccurred. This is a continuing agreement of lien subordination and the Senior Lenders First Lien Secured Parties may continue, at any time and without notice to each the Second Priority Lien Agent or any other Second Priority 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 Lender Claims First Lien Obligations in reliance hereon. The terms of this Agreement shall survive, and shall 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 6.4, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Second-Priority Claims shall have been paid in full. This is a continuing agreement of lien subordination and the Senior Lenders may continue, at any time and without notice to each Second Second-Priority Agent or any Second Second-Priority 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 constituting Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.46.4 and Section 5.7(c), this Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in full. This is a continuing agreement of lien subordination and the Senior Lenders may continue, at any time and without notice to each Second Priority Agent or any Second Priority 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 constituting Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.45.1(a)(y), Section 5.7 and Section 6.3, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims First Lien Obligations shall have occurred or such later time as all the Obligations in respect of the Second Junior Priority Claims Obligations shall have been paid in full. This is a continuing agreement of lien subordination subordination, and the Senior Lenders First Lien Secured Parties may continue, at any time and without notice to each Second Priority Agent the Junior Lien Representative or any Second Priority Junior 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 constituting Senior Lender Claims First Lien Obligations in reliance hereon. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.46.4 and Section 5.7, this Agreement shall continue to be effective until the Discharge of Senior Lender Creditor Claims shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in full. This is a continuing agreement of lien subordination and the Senior Lenders Creditors may continue, at any time and without notice to each any Second Priority Agent or any Second 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 Lender Creditor Claims in reliance hereon. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.45.1(a)(y), Section 5.7 and Section 6.3, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims First Lien Obligations shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims Junior Lien Obligations shall have been paid in full. This is a continuing agreement of lien subordination subordination, and the Senior Lenders First Lien Secured Parties may continue, at any time and without notice to each Second Priority the Junior Lien Collateral Agent or any Second Priority Junior 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 constituting Senior Lender Claims First Lien Obligations in reliance hereon. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 5.7 and Section 6.4, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims First-Priority Obligations shall have occurred or such later time as all the Obligations in respect of the Second Second-Priority Claims Obligations shall have been paid in full. This is a continuing agreement of lien subordination and the Senior Lenders First-Priority Secured Parties may continue, at any time and without notice to each Second Second-Priority Agent Representative or any Second Second-Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower Companies or any other Grantor constituting Senior Lender Claims First-Priority Obligations in reliance hereon. The terms of this Agreement shall survive, and shall continue in full force and 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.4, this This Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second First Priority Claims shall have been paid in fulloccurred. This is a continuing agreement of lien subordination and the Senior First Priority Lenders may continue, at any time and without notice to each any Second Priority Agent or any Second Priority Secured PartyLender, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower Company or any other Grantor constituting Senior Lender First Priority Claims in 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, and shall continue in full force and 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.45.6 and Section 6.3, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims ABL Obligations shall have occurred or such later time as all the Obligations obligations in respect of the Second Priority Claims Term Loan Obligations shall have been paid in full. This is a continuing agreement of lien subordination subordination, and the Senior Lenders ABL Secured Parties may continue, at any time and without notice to each Second Priority the Term Loan Collateral Agent or any Second Priority Term Loan 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 constituting Senior Lender Claims ABL Obligations in reliance hereon. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.4, this This Agreement shall continue to be effective until the Discharge of Senior Lender Claims Credit Agreement Obligations shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in fullsubject to Section 5.7 and 6.5. This is a continuing agreement of lien subordination and the Senior Credit Agreement Lenders may continue, at any time and without notice to each Second Priority Agent the Trustee or any Second Priority Secured PartyNoteholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower Company or any other Grantor constituting Senior Lender Claims 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, and shall continue in full force and 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.4, this This Agreement shall continue to be effective until the later of (a) the date on which the Discharge of Senior Lender Claims Credit Agreement Obligations shall have occurred or such later time as all and (b) the Obligations indefeasible payment in respect full of the Second Priority Claims shall have been paid in fullNoteholder Claims. This is a continuing agreement of lien subordination and the The Senior Lenders may continue, at any time and without notice to each Second Priority Agent the Trustee or any Second Priority Secured PartyNoteholder, to extend credit and other financial accommodations and lend monies moneys to or for the benefit of the Borrower Company or any other Grantor constituting Senior Lender Claims in 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, and shall continue in full force and 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.46.04, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims Obligations shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in fulloccurred. This is a continuing agreement of lien subordination Lien subordination, and the Senior Lenders Secured Parties may continue, at any time and without notice to each the Second Priority Agent Representatives or any Second Priority Secured 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 Borrower or any other Grantor Subsidiary constituting Senior Lender Claims 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 6.46.05, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all Obligations and the Obligations indefeasible payment in respect full of the Second Priority Claims Debt Obligations shall have been paid in fulloccurred. This is a continuing agreement of lien subordination Lien subordination, and the Senior Lenders Secured Parties may continue, at any time and without notice to each the Second Priority Agent Representatives or any Second Priority 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 constituting Senior Lender Claims 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 6.4, this This Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in fulloccurred. This is a continuing agreement of lien subordination and the Senior Lenders may continue, at any time and without notice to each Second Priority Agent the Trustee or any Second Priority Secured PartyNoteholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower either Company or any other Grantor constituting Senior Lender Claims in 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, and shall continue in full force and 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.45.1(a)(y), Section 5.6 and Section 6.3, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims First Lien Obligations shall have occurred or such later time as all the Obligations obligations in respect of the Second Priority Claims Junior Lien Obligations shall have been paid in full. This is a continuing agreement of lien subordination and the Senior Lenders First Lien Secured Parties may continue, at any time and without notice to each Second Priority the Junior Lien Collateral Agent or any Second Priority Junior 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 constituting Senior Lender Claims First Lien Obligations in reliance hereon. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.45.1(a)(y), Section 5.6 and Section 6.3, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims First Lien Obligations shall have occurred or such later time as all the Obligations obligations in respect of the Second Priority Claims Lien Obligations shall have been paid in full. This is a continuing agreement of lien subordination subordination, and the Senior Lenders First Lien Secured Parties may continue, at any time and without notice to each the Second Priority Lien Collateral Agent or any Second Priority 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 constituting Senior Lender Claims First Lien Obligations in reliance hereon. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.46.4 and Section 5.7(c), this Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in full. This is a continuing agreement of lien subordination and the Senior Lenders may continue, at any time and without notice to each any Second Priority Agent or any Second 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 Lender Claims in reliance hereon. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.4, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in full. This is a continuing agreement of lien subordination and the Senior Lenders may continue, at any time and without notice to each any Second Priority Agent or any Second Priority 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 constituting Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.46.4 and Section 5.7(c), this Agreement shall continue to be effective until the Discharge of Senior First Lien Lender Claims shall have occurred or such later earlier time as all the Obligations in respect of the Second Priority Claims shall have been paid in full. This is a continuing agreement of lien subordination and the Senior First Lien Lenders may continue, at any time and without notice to each the Second Priority Lien Agent or any Second Priority 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 constituting Senior First Lien Lender Claims in reliance hereon. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.45.07 and Section 6.04, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims First-Priority Lien Obligations shall have occurred or such later time as all the Obligations in respect of the Second Second-Priority Claims Obligations shall have been paid in full. This is a continuing agreement of lien subordination and the Senior Lenders may continue, at any time and without notice to each Second Second-Priority Agent or any Second Second-Priority 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 constituting Senior Lender Claims First-Priority Lien Obligations in reliance hereon. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.4, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in full. This is a continuing agreement of lien subordination and the Senior Lenders may continue, at any time and without notice to each Second Priority Agent or any Second Priority 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 Pledgor constituting Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.4, this This Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in fulloccurred. This is a continuing agreement of lien subordination and the Senior Lenders may continue, at any time and without notice to each Second Priority Agent the Trustee or any Second Priority Secured PartyNoteholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower any Company or any other Grantor constituting Senior Lender Claims in 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, and shall continue in full force and 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.4, this This Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in fulloccurred. This is a continuing agreement of lien subordination and the Senior Lenders may continue, at any time and without notice to each Second Priority Agent the Trustee or any Second Priority Secured PartyNoteholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower Company or any other Grantor constituting Senior Lender Claims in 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, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.4, this This Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in fulloccurred. This is a continuing agreement of lien subordination and the Senior Lenders may continue, at any time and without notice to each Second Priority Agent the Trustee or any Second Priority Secured PartyNoteholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any other Grantor constituting Senior Lender Claims in 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, and shall continue in full force and 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.

Continuing Nature of this Agreement; Severability. Subject to Section 5.7 and Section 6.4, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims First-Priority Obligations shall have occurred or such later time as all the Obligations in respect of the Second Second-Priority Claims Obligations shall have been paid in full. This is a continuing agreement of lien subordination and the Senior Lenders First-Priority Secured Parties may continue, at any time and without notice to each Second Second-Priority Agent Representative or any Second Second-Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Parent Borrower or any other Grantor constituting Senior Lender Claims First-Priority Obligations in reliance hereon. The terms of this Agreement shall survive, and shall continue in full force and 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.46.05, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all Obligations and the Obligations indefeasible payment in respect full of the Second Priority Claims Debt Obligations shall have been paid in fulloccurred. This is a continuing agreement of lien subordination Lien subordination, and the Senior Lenders Secured Parties may continue, at any time and without notice to each the Second Priority Agent Representatives or any Second Priority 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 constituting Senior Lender Claims 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 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 6.4, this Agreement shall continue to be effective until the Discharge of Senior Lender First Lien Claims shall have occurred or such later time as all the Obligations in respect of the Second Priority Lien Claims shall have been paid in full. This is a continuing agreement of lien subordination and the Senior First Lien Lenders may continue, at any time and without notice to each Second Priority Lien Agent or any Second Priority 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 constituting Senior Lender First Lien Claims in reliance hereon. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.4, this This Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second First Priority Claims shall have been paid in fulloccurred. This is a continuing agreement of lien subordination and the Senior First Priority Lenders may continue, at any time and without notice to each the Second Priority Lien Agent or any Second Priority Secured PartyLender, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower Company or any other Grantor constituting Senior Lender First Priority Claims in on reliance hereonhereof. The Second Lien Agent, 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, and shall continue in full force and 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.4, this This Agreement shall continue to be effective until the later of (a) the date on which the Discharge of Senior Lender Claims shall have occurred or such later time as all and (b) the Obligations indefeasible payment in respect full of the Second Priority Claims shall have been paid in fullNoteholder Claims. This is a continuing agreement of lien subordination and the The Senior Lenders may continue, at any time and without notice to each Second Priority Agent the Trustee or any Second Priority Secured PartyNoteholder, to extend credit and other financial accommodations and lend monies moneys to or for the benefit of the Borrower either Company or any other Grantor constituting Senior Lender Claims in 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, and shall continue in full force and 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.4, this This Agreement shall continue to be effective until the Discharge of the Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in fulloccurred. This is a continuing agreement of lien subordination and the Senior Lenders Lender may continue, at any time and without notice to each Second Priority Agent or any Second Priority Secured Partythe Seller, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any other Grantor Makers constituting Senior Lender Claims in on reliance hereonhereof. The Seller 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, and shall continue in full force and 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.45.1(a)(y), Section 5.7 and Section 6.3, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims First Lien Obligations shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims Junior Lien Obligations shall have been paid in full. This is a continuing agreement of lien subordination subordination, and the Senior Lenders First Lien Secured Parties may continue, at any time and without notice to each Second Priority Agent the Junior Lien Representative or any Second Priority Junior 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 constituting Senior Lender Claims First Lien Obligations in reliance hereon. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section Sections 5.7 and 6.4, as applicable, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Second-Priority Claims shall have been paid in full. This is a continuing agreement of lien subordination and the Senior Lenders may continue, at any time and without notice to each Second Second-Priority Agent or any Second Second-Priority 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 constituting Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.4, this This Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in fulloccurred. This is a continuing agreement of lien subordination and the Senior Lenders may continue, at any time and without notice to each Second Priority Agent any Junior Trustee or any Second Priority Secured PartyJunior Noteholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower Company or any other Grantor constituting Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive, and shall 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. 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 not have any rights or obligations under this Agreement other than as set forth in Sections 5.5(f), 6.5, 6.6 and 6.7.

Continuing Nature of this Agreement; Severability. Subject to Section 6.4, this This Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect and Discharge of the Second Priority 2004 Noteholder Claims shall have been paid in fulloccurred. This is a continuing agreement of lien subordination and the Senior Lenders Obligations Secured Parties may continue, at any time and without notice to each Second Priority any Junior Collateral Agent or any Second Priority the applicable Junior Obligations Secured PartyParties, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower Company or any other Grantor constituting Senior Lender Claims in Obligations 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, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.4Sections 6.4 and 8.22(c), this Agreement shall continue to be effective until the Discharge of Senior Lender Claims First Lien Obligations shall have occurred or such later time as all the Discharge of Second Lien Obligations in respect of the Second Priority Claims shall have been paid in fullhas occurred. This is a continuing agreement of lien subordination and the Senior Lenders First Lien Secured Parties may continue, at any time and without notice to each Second Priority Lien Agent or any Second Priority 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 constituting Senior Lender Claims First Lien Obligations in reliance hereon. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 5.6 and Section 6.4, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in full. This is a continuing agreement of lien subordination and the Senior Lenders Secured Parties may continue, at any time and without notice to each any Second Priority Agent Representative or any Second 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 Lender Claims in reliance hereon. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 5.7 and Section 6.4, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims First-Priority Obligations shall have occurred or such later time as all the Obligations in respect of the Second Second-Priority Claims Obligations shall have been paid in full. This is a continuing agreement of lien subordination and the Senior Lenders First-Priority Secured Parties may continue, at any time and without notice to each Second Second-Priority Agent Representative or any Second Second-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 Lender Claims First-Priority Obligations in reliance hereon. The terms of this Agreement shall survive, and shall continue in full force and 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.4, this This Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second First Priority Claims shall have been paid in fulloccurred. This is a continuing agreement of lien Lien subordination and the Senior First Priority Lenders may may, subject to the terms of this Agreement, continue, at any time and without notice to each the Second Priority Lien Agent or any Second Priority Secured PartyLender, to extend credit and other financial accommodations and lend monies to or for the benefit of any Borrower, the Borrower Company, any Subsidiary, or any other Grantor constituting Senior Lender First Priority Claims in on reliance hereonhereof. The terms of this Agreement shall survive, and shall continue in full force and 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.46.04, this Agreement shall continue to be effective until the earlier of the Discharge of Senior Lender Claims shall have occurred or such later time as all Obligations and the Obligations in respect Discharge of the Second Junior Priority Claims shall have been paid in fullDebt Obligations. This is a continuing agreement of lien subordination Lien subordination, and the Senior Lenders Secured Parties may continue, at any time and without notice to each Second the Junior Priority Agent Representatives or any Second Junior Priority Secured 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 Lender Claims 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 5.6 and Section 6.4, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in full. This is a continuing agreement of lien subordination and the Senior Lenders Secured Parties may continue, at any time and without notice to each any Second Priority Agent or any Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the any Borrower or any other Grantor constituting Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive, and shall 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 6.45.1(a)(y), Section 5.7 and Section 6.3, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims First Lien Obligations shall have occurred or such later time as all the Obligations obligations in respect of the Second Priority Claims Lien Obligations shall have been paid in full. This is a continuing agreement of lien subordination subordination, and the Senior Lenders First Lien Secured Parties may continue, at any time and without notice to each the Second Priority Lien Collateral Agent or any Second Priority 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 constituting Senior Lender Claims First Lien Obligations in reliance hereon. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.46.4 and Section 5.7(c), this Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in full. This is a continuing agreement of lien subordination and the Senior Lenders may continue, at any time and without notice to each Second Priority Agent or any Second 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 Lender Claims in reliance hereon. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.4, this This Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Priority Noteholder Claims shall have been paid in full. This is a continuing agreement of lien subordination and the Senior Lenders may continue, at any time and without notice to each Second Second-Priority Agent or any Second Priority Indenture 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 constituting Senior Lender Claims in reliance hereonClaims, except to the extent limited by the Noteholder Documents. The terms of this Agreement shall survive, and shall 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.

Continuing Nature of this Agreement; Severability. Subject to Section 5.7 and Section 6.4, this Agreement shall continue to be effective until the Discharge of Senior Lender Claims shall have occurred or such later time as all the Obligations in respect of the Second Priority Claims shall have been paid in full. This is a continuing agreement of lien subordination and the Senior Lenders may continue, at any time and without notice to each Second Priority Pri ority Agent or any Second Priority 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 constituting Senior Lender Claims in reliance hereon. The terms of this Agreement shall survive, and shall 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.