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

Continuing Nature of this Agreement; Severability. Subject to Section 6.4 (Avoidance Issues), this Agreement shall continue to be effective until the Discharge of 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 and the First Lien Secured Parties may continue, at any time and without notice to the Second Lien Agent or any other Second Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Pledgor or any of its or their subsidiaries constituting 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 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 (Avoidance Issues)5.06 and Section 6.04, this Agreement shall continue to be effective until the Discharge of First Lien Obligations shall have occurred or such later time as the Discharge of Second Lien Senior Obligations shall have occurred. This is a continuing agreement of lien subordination Lien subordination, and the First Lien Senior Secured Parties may continue, at any time and without notice to the Second Lien Agent Junior Representatives or any other Second Lien Junior Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Borrower or any other Pledgor or any of its or their subsidiaries Grantor constituting First Lien Senior 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 shall not invalidate 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 any such prohibition or unenforceability the invalidity of a particular provision in any a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.4 (Avoidance Issues), this This Agreement shall continue to be effective until the Discharge of First Lien Obligations Senior-Priority Debt shall have occurred or such later time as the Discharge final payment in full in cash of Second Lien Obligations shall have occurredthe 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 and the First Lien Senior-Priority Secured Parties may continue, at any time and without notice to the Second Lien any Junior-Priority Collateral Agent or any other Second Lien Junior-Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor constituting Senior-Priority Debt in reliance hereon. Each Junior-Priority Collateral Agent, for itself and on behalf of the Company or Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as Agent, hereby waives any other Pledgor right it may have under applicable Law to revoke this Agreement or any of its or their subsidiaries constituting First Lien Obligations in reliance hereonthe 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. 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 (Avoidance Issues), this Agreement shall continue to be effective until the Discharge of 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 and the First Lien Obligations Secured Parties may continue, at any time and without notice to the Applicable Second Lien Agent Agent, any Second Lien Obligations Representative (if different from the Applicable Second Lien Agent) or any other Second Lien Obligations Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Pledgor or any of its or their subsidiaries constituting 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 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 (Avoidance Issues)5.07 and Section 6.04, this Agreement shall continue to be effective until the Discharge of First Lien Obligations shall have occurred or such later time as the Discharge of Second Lien Senior Obligations shall have occurred. This is a continuing agreement of lien subordination Lien subordination, and the First Lien Senior Secured Parties may continue, at any time and without notice to the Second Lien Agent Junior Representatives or any other Second Lien Secured Junior Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Borrower or any other Pledgor or any of its or their subsidiaries Subsidiary constituting First Lien Senior 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 invalid, illegal or unenforceable shall not invalidate 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 any such prohibition or unenforceability the invalidity of a particular provision in any a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.4 (Avoidance Issues), this This Agreement shall continue to be effective until the Discharge of First Lien Obligations Revolving Loan Debt shall have occurred or such later time as the Discharge final payment in full in cash of Second Lien Obligations shall have occurredthe 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 and the First Lien Revolving Loan Secured Parties may continue, at any time and without notice to the Second Lien Term Loan Agent or any other Second Lien 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 Company or Term Loan Secured Parties, hereby waives any other Pledgor right it may have under applicable law to revoke this Agreement or any of its 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 their subsidiaries constituting First Lien Obligations in reliance hereonany 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. 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 (Avoidance Issues)5.07 and Section 6.04, this Agreement shall continue to be effective until the Discharge of First Lien Obligations shall have occurred or such later time as the Discharge of Second Lien Senior Obligations shall have occurred. This is a continuing agreement of lien subordination Lien subordination, and the First Lien Senior Secured Parties may continue, at any time and without notice to the Second Lien Agent Priority Representatives or any other Second Lien Secured Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Pledgor or any of its or their subsidiaries Subsidiary constituting First Lien Senior 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 invalid, illegal or unenforceable shall not invalidate 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 any such prohibition or unenforceability the invalidity of a particular provision in any a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.4 (Avoidance Issues)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 First Lien Senior Debt Obligations shall have occurred or such later time as the and (b) after a Discharge of Senior Debt Obligations, among the Second Lien Obligations shall have occurredPriority 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 Lien subordination, and the First Lien Senior Secured Parties may continue, at any time and without notice to the Second Lien Agent Priority Representatives or any other Second Lien Secured Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company any Grantor or any other Pledgor or any Subsidiary of its or their subsidiaries the Parent constituting First Lien Senior Debt 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 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 6.4 (Avoidance Issues)5.07 and Section 6.04, this Agreement shall continue to be effective until the Discharge of First Lien Obligations shall have occurred or such later time as the Discharge of Second Lien Senior Obligations shall have occurred. This is a continuing agreement of lien subordination Lien subordination, and the First Lien Senior Secured Parties may continue, at any time and without notice to the Second Lien Agent Junior Representatives or any other Second Lien Secured Junior Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Holdings or any other Pledgor or any of its or their subsidiaries Subsidiary constituting First Lien Senior 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 invalid, illegal or unenforceable shall not invalidate 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 any such prohibition or unenforceability the invalidity of a particular provision in any a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.4 (Avoidance Issues)6.04, this Agreement shall continue to be effective until (x) the Discharge of First Lien Obligations shall have occurred or such later time as Senior Priority Obligations, (y) the Discharge of Second Lien Priority Debt Obligations and (z) the Discharge of Senior Subordinated Priority Debt Obligations shall have occurred. This is a continuing agreement of lien subordination Lien subordination, and the First Lien Senior Priority Secured Parties may continue, at any time and without notice to the Second Lien Agent or any other Second Lien Secured Non-Senior Priority Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Holdings, a Borrower or any other Pledgor or any of its or their subsidiaries Subsidiary constituting First Lien Senior 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 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 (Avoidance Issues), this This Agreement shall continue to be effective until the date on which both (i) the Discharge of Revolving Loan Obligations has occurred and (ii) later of the Discharge of First Lien Term Loan Obligations shall have occurred or such later time as and the Discharge of Second Lien Incremental Term Loan Obligations shall have has occurred. This Subject to the limits contained herein, this is a continuing agreement of lien subordination and the First Lien Secured Parties may continue, at any time and without notice to the Second Lien Agent or any other Second Lien 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 Company or 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 other Pledgor right it may have under applicable law to revoke this Agreement or any of its or their subsidiaries constituting First Lien Obligations in reliance hereonthe 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. 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 (Avoidance Issues), this Agreement shall continue to be effective until the Discharge of 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 First Lien Senior Secured Parties may continue, at any time and without notice to the Second Lien Agent Priority Representatives or any other Second Lien Secured Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Borrowers or any other Pledgor or any of its or their subsidiaries Subsidiary constituting First Lien Senior Debt 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.. 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 6.4 (Avoidance Issues)and Section 8.23, this Agreement shall continue to be effective until the Discharge of First Lien Obligations shall have occurred paid in full or cash collateralized in accordance with the applicable First Lien Documents or such later time as the Discharge of Second Lien Obligations shall have occurredbeen paid in full in accordance with the Second Lien Documents. This is a continuing agreement of lien subordination and the First Lien Secured Parties may continue, at any time and without notice to the Second Lien Agent Agent, any other Second Lien Secured Party, any Permitted Third Lien Representative, or any other Second Permitted Third Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Pledgor or any of its or their subsidiaries Obligor constituting 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 (Avoidance Issues)6.04, this Agreement shall continue to be effective until the Discharge of First Lien Obligations shall have occurred or such later time as the Discharge of Second Lien Senior Obligations shall have occurred. This is a continuing agreement of lien subordination Lien subordination, and the First Lien Senior Secured Parties may continue, at any time and without notice to the Second Lien Agent Junior Representatives or any other Second Lien Secured Junior Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Pledgor or any of its or their subsidiaries Subsidiary constituting First Lien Senior 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 invalid, illegal or unenforceable shall not invalidate 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 any such prohibition or unenforceability the invalidity of a particular provision in any a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.4 (Avoidance Issues), this Agreement shall continue to be effective until the Discharge of 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 First Lien Secured Parties may continue, at any time and without notice to the Second Lien Collateral Agent, the Third Lien Collateral Agent or any 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 Company or any other Pledgor or any of its or their subsidiaries Credit Party constituting 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.. 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 6.4 (Avoidance Issues)5.07 and Section 6.04, this Agreement shall continue to be effective (a) unless and until the Discharge of First Lien First-Priority Obligations shall have occurred or 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 Discharge of Second Lien Obligations shall have occurredSecond-Priority Representatives and the Second-Priority Secured Parties. This is a continuing agreement of lien subordination and the First Lien First-Priority Secured Parties may continue, at any time and without notice to the Second Lien Agent each Second-Priority Representative or any other Second Lien Second-Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Parent, CSL Capital or any other Pledgor or any of its or their subsidiaries Grantor constituting First Lien 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. 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 (Avoidance Issues), this Agreement shall continue to be effective until the Discharge of 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 First Lien Secured Parties may continue, at any time and without notice to the Second Lien Collateral Agent or any other Second Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Pledgor or any of its or their subsidiaries Credit Party constituting 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.. 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 6.4 (Avoidance Issues)6.04, this Agreement shall continue to be effective until the earlier of (a) the date on which the Discharge of First Lien Senior Priority Obligations shall have occurred or occurs, if no Excess Senior Obligations are outstanding on such later time as date, (b) the date on which the Discharge of Second Lien Priority Debt Obligations shall have 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 Lien subordination, and the First Lien Senior Secured Parties may continue, at any time and without notice to the Second Lien Agent Priority Representative or any other Second Lien Secured Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Pledgor or any of its or their subsidiaries Subsidiary constituting First Lien Senior 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-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 (Reinstatement) and Section 6.4 (Avoidance Issues), this Agreement shall continue to be effective until the Discharge of First Lien Obligations shall have occurred or such later time as the Discharge of Second Junior Lien Obligations shall have occurred. This is a continuing agreement of lien subordination and the First Lien Obligations Secured Parties may continue, at any time and without notice to the Second Applicable Junior Lien Agent Agent, any Junior Lien Obligations Representative (if different from the Applicable Junior Lien Agent) or any other Second Junior Lien Obligations Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Pledgor or any of its or their subsidiaries constituting 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 (Avoidance Issues), this This Agreement shall continue to be effective until the earlier to occur of Discharge of First Lien Revolving Loan Obligations shall have occurred or such later time as the Discharge of Second Lien Obligations shall have occurredthe Term Loan Obligations. This is a continuing agreement of lien subordination and the First Lien Revolving Credit Secured Parties may to the extent provided in the Revolving Credit Documents continue, at any time and without notice to the Second Lien Term Loan Agent or any other Second Lien 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 Obligations in reliance hereof. Each Agent, for itself and on behalf of the Company or Secured Parties on whose behalf it acts, hereby waives any other Pledgor right it may have under applicable law to revoke this Agreement or any of its or their subsidiaries constituting First Lien Obligations in reliance hereonthe 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. 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 6.4 (Avoidance Issues)6.04, this Agreement shall continue to be effective until the Discharge of First Lien Obligations shall have occurred or such later time as the Discharge of Second Lien Senior Obligations shall have occurred. This is a continuing agreement of lien subordination Lien subordination, and the First Lien Senior Secured Parties may continue, at any time and without notice to the Second Lien Agent Junior Representatives or any other Second Lien Junior Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Borrowers or any other Pledgor or any of its or their subsidiaries Grantor constituting First Lien Senior 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 shall not invalidate 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 any such prohibition or unenforceability the invalidity of a particular provision in any a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions.

Continuing Nature of this Agreement; Severability. Subject to Section 6.4 (Avoidance Issues), this Agreement shall continue to be effective until the Discharge of 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 (x) the First Lien Secured Parties may continue, at any time and without notice to the Second First Lien Agent Collateral Trustee or any other Second Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Pledgor 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 financial accommodations and lend monies to or for the benefit of its the Company or their subsidiaries any Subsidiary constituting First Second 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.. 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 6.4 (Avoidance Issues)5.07 and Section 6.04, this Agreement shall continue to be effective (a) unless and until the Discharge of First Lien First-Priority Obligations shall have occurred or 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 Discharge of Second Lien Obligations shall have occurredSecond-Priority Representatives and the Second-Priority Secured Parties. This is a continuing agreement of lien subordination and the First Lien First-Priority Secured Parties may continue, at any time and without notice to the Second Lien Agent each Second-Priority Representative or any other Second Lien Second-Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Parent, CSL Capital or any other Pledgor or any of its or their subsidiaries Grantor constituting First Lien 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. 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