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

Continuing Nature of this Agreement; Severability. Subject to Section 5.06 and Section 6.04, this Agreement shall continue to be effective (a) among the Senior Secured Parties and the Second Priority Secured Parties unless and until the Discharge of Senior Debt Obligations shall have occurred and (b) after a Discharge of Senior Debt Obligations, among the Second Priority Secured Parties unless and until such time at which there is only one class or series of Second Priority Debt. This is a continuing agreement of Lien subordination, and the Senior Secured Parties may continue, at any time and without notice to the Second Priority Representatives or any Second Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor or any other Subsidiary of the Parent constituting Senior Debt Obligations in reliance hereon. The terms of this Agreement shall survive and continue in full force and effect in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. All references to any Borrower or any other Grantor shall include such Borrower or such other Grantor as debtor and debtor in possession and any receiver, trustee or similar person for such Borrower or such other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.

Continuing Nature of this Agreement; Severability. Subject to Section 5.06 and Section 6.04, this This Agreement shall continue to be effective (a) among the Senior Secured Parties and the Second Priority Secured Parties unless and until the Discharge of Senior Debt INMETCO Facility Claims or the Discharge of Indenture Obligations shall have occurred and (b) after a Discharge of Senior Debt Obligations, among the Second Priority Secured Parties unless and until such time at which there is only one class or series of Second Priority Debtoccurred. This is a continuing agreement of Lien subordination, lien subordination and (a) the Senior Secured Parties INMETCO Facility Lenders may continue, at any time and without notice to the Second Priority Representatives Collateral Agent, the Trustee or any Second Priority Debt Partyother Indenture Holder, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor the Company or any other Subsidiary Grantor constituting INMETCO Facility Claims on reliance hereof and (b) the Indenture Holders may continue, at any time and without notice to the INMETCO Agent or any INMETCO Facility Lender, to extend credit and other financial accommodations to or for the benefit of the Parent Issuer or any other Grantor constituting Senior Debt Indenture Obligations in (including by means of purchasing any Notes issued by the Issuer) on reliance hereonhereof. Each of the Collateral Agent, on behalf of itself, the Trustee and the other Indenture Holders, and the INMETCO Agent, on behalf of itself and the INMETCO Facility Lenders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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 other Grantor as debtor and debtor in possession and any receiver, trustee or similar person for such Borrower or such other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.

Continuing Nature of this Agreement; Severability. Subject to Section 5.06 and Section 6.047.05, this Agreement shall continue to be effective (a) among until the Senior Secured Parties and the Second Priority Secured Parties unless and until date on which the Discharge of Senior First Priority Debt Obligations shall have in respect of each Series of First Priority Debt Obligations has occurred and (b) after a the Discharge of Senior Debt Obligations, among the Second Priority Secured Parties unless and until such time at which there is only one class or series of Second Priority DebtDebt Obligations in respect of each Series of Second Priority Debt Obligations has occurred. This is a continuing agreement of Lien subordination, and the Senior First Priority Secured Parties may continue, at any time and without notice to the Second Priority Representatives or any other Second Priority Debt Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor Holdco, the Borrower or any other Subsidiary of the Parent constituting Senior First Priority Debt Obligations in reliance hereon. The terms of this Agreement shall survive and continue in full force and effect in any Insolvency or Liquidation Proceeding. Each Representative, for itself and on behalf of the other Secured Parties under its Debt Facility, hereby waives any and all rights that such Secured Parties may now or hereafter have under applicable law to revoke this Agreement or any provisions of this Agreement. 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 debtor-in-possession and any receiver, trustee liquidator, sequestrator, trustee, custodian, administrator or other officer in any applicable jurisdiction having similar person for such Borrower or such other powers over any Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.

Continuing Nature of this Agreement; Severability. Subject to Section 5.06 and Section 6.04, this This Agreement shall continue to be effective (a) among the Senior Secured Parties and the Second Priority Secured Parties unless and until the Discharge of Senior Debt Obligations shall have occurred and (b) after a Discharge of Senior Debt so long as any Credit Facility Claims, Excess Credit Facility Claims, Indenture Obligations, among the Second Priority Secured Parties unless and until such time at which there is only one class Excess Indenture Obligations, Pari Passu Payment Lien Obligations or series of Second Priority DebtExcess Pari Passu Payment Lien Obligations remain outstanding. This is a continuing agreement of Lien subordination, lien subordination pursuant to Section 510(a) of the Bankruptcy Law and (a) the Senior Secured Parties Credit Facility Lenders may continue, at any time and without notice to the Second Priority Representatives Notes Collateral Agent or any Second Priority Debt other Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer or any Grantor Guarantor constituting Credit Facility Claims in reliance hereof and (b) the Secured Parties may continue, at any time and without notice to the Credit Facility Collateral Agent or any other Subsidiary Credit Facility Lender, to extend credit and other financial accommodations to or for the benefit of the Parent Issuer or any Guarantor constituting Senior Debt Indenture Obligations in or Pari Passu Payment Lien Obligations (including by means of purchasing any Notes issued by the Issuer) on reliance hereonhereof. Each of the Notes Collateral Agent, on behalf of itself and the other Secured Parties, and the Credit Facility Collateral Agent, on behalf of itself and the other Credit Facility Lenders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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 other Grantor as debtor and debtor in possession and any receiver, trustee or similar person for such Borrower or such other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.

Continuing Nature of this Agreement; Severability. Subject to Section 5.06 and Section 6.04, this This Agreement shall continue to be effective (a) among the Senior Secured Parties and the Second for First Priority Secured Parties unless and Lenders until the Discharge of Senior Debt Obligations First Priority Claims shall have occurred and (b) after a Discharge of Senior Debt Obligations, among the for Second Priority Secured Parties unless and Lenders until such time at which there is only one class or series the Discharge of Second Priority DebtClaims shall have occurred. This is a continuing agreement of Lien subordination, lien subordination and (a) the Senior Secured Parties First Priority Lenders may continue, at any time and without notice to the Second Priority Representatives Agent or any Second Priority Debt PartyLender, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor the Company or any other Subsidiary Grantor constituting First Priority Claims on reliance hereof and (b) the Second Priority Lenders may continue, at any time and without notice to the First Priority Agent or any First Priority Lender, to extend credit and other financial accommodations to or for the benefit of the Parent Company or any other Grantor constituting Senior Debt Obligations in Second Priority Claims (including by means of purchasing any Notes issued by the Company) on reliance hereonhereof. Each of the Second Priority Agent, on behalf of itself and the Second Priority Lenders, and the First Priority Agent, on behalf of itself and the First Priority Lenders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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 other Grantor as debtor and debtor in possession and any receiver, trustee or similar person for such Borrower or such other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.

Continuing Nature of this Agreement; Severability. Subject to Section 5.06 and Section 6.04, this Agreement shall continue to be effective (a) among the Senior Secured Parties and the Second Priority Secured Parties unless and until the Discharge of Senior Debt Obligations shall have occurred and (b) after a Discharge of Senior Debt Obligations, among the Second Priority Secured Parties unless and until such time at which there is only one class or series of Second Priority Debt. This is a continuing agreement of Lien subordination, and (x) the Senior Priority Lien Secured Parties may continue, at any time and without notice to the Second any Priority Representatives Lien Agent, any Parity Lien Secured Party or any Second Priority Debt Junior Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor the Company or any Subsidiary constituting Priority Lien Obligations in reliance hereon and (y) the Parity Lien Secured Parties may continue, at any time and without notice to the Parity Lien Collateral Trustee, any Priority Lien Secured Party or any Junior Lien Secured Party, to extend credit and other Subsidiary financial accommodations and lend monies to or for the benefit of the Parent Company or any Subsidiary constituting Senior Debt Parity Lien Obligations in reliance hereon. The terms of this Agreement shall survive and continue in full force and effect in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties 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 the Company or any other Grantor shall include such Borrower the Company or such other Grantor as debtor and debtor in possession and any receiver, trustee or similar person for such Borrower the Company or such any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Continuing Nature of this Agreement; Severability. Subject to Section 5.06 and Section 6.04, this This Agreement shall continue to be effective (a) among the Senior Secured Parties and the Second Priority Secured Parties unless and until the Discharge of Senior Debt Obligations shall have occurred First Priority Claims and (b) after a the Discharge of Senior Debt Obligations, among the Second Priority Secured Parties unless and until such time at which there is only one class or series of Second Priority DebtClaims shall have occurred. This is a continuing agreement of Lien subordination, lien subordination and (a) the Senior Secured Parties First Priority Lenders may continue, at any time and without notice to the Second Priority Representatives Agent or any Second Priority Debt PartyLender, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor the Company or any other Subsidiary Grantor constituting First Priority Claims on reliance hereof and (b) the Second Priority Lenders may continue, at any time and without notice to the First Priority Agent or any First Priority Lender, to extend credit and other financial accommodations to or for the benefit of the Parent Company or any other Grantor constituting Senior Debt Obligations in Second Priority Claims (including by means of purchasing any Notes issued by the Company) on reliance hereonhereof. Each of the Second Priority Agent, on behalf of itself and the Second Priority Lenders, and the First Priority Agent, on behalf of itself and the First Priority Lenders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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 other Grantor as debtor and debtor in possession and any receiver, trustee or similar person for such Borrower or such other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.

Continuing Nature of this Agreement; Severability. Subject to Section 5.06 and Section 6.04, this Agreement shall continue to be effective (a) among the Senior Secured Parties and the Second Priority Secured Parties unless and until the Discharge of Senior Debt Obligations shall have occurred and (b) after a Discharge of Senior Debt Obligations, among the Second Priority Secured Parties unless and until such time at which there is only one class or series of Second Priority Debt. This is a continuing agreement of Lien subordination, and the Senior First Lien Secured Parties may continue, at any time and without notice to the Second Priority Representatives Lien Collateral Agent, the Third Lien Collateral Agent or any other Second Priority Debt Lien Secured Party or Third Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor or any other Subsidiary of the Parent Credit Party constituting Senior Debt First Lien Obligations in reliance hereon. The terms of this Agreement shall survive and continue in full force and effect in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties 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. 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 Borrower or any other Grantor Credit Party shall include such Borrower or such other Grantor Credit Party as debtor and debtor in possession and any receiver, trustee or similar person for such Borrower or such other Grantor any Credit Parties (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Continuing Nature of this Agreement; Severability. Subject to Section 5.06 and Section 6.04, this Agreement shall continue to be effective (a) among the Senior Secured Parties and the Second Priority Secured Parties unless and until the Discharge of Senior Debt Obligations shall have occurred and (b) after a Discharge of Senior Debt Obligations, among the Second Priority Secured Parties unless and until such time at which there is only one class or series of Second Priority Debt. This is a continuing agreement of Lien subordination, and (x) the Senior First Lien Secured Parties may continue, at any time and without notice to the Second Priority Representatives First Lien Collateral Trustee or any Second Priority Debt Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor the Company or any Subsidiary constituting First Lien Obligations in reliance hereon and (y) the Second Lien Secured Parties may continue, at any time and without notice to any Second Lien Representative or any First Lien Secured Party, to extend credit and other Subsidiary financial accommodations and lend monies to or for the benefit of the Parent Company or any Subsidiary constituting Senior Debt Second Lien Obligations in reliance hereon. The terms of this Agreement shall survive and continue in full force and effect in any Insolvency or Liquidation Proceeding. Any provision of this Agreement 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 the Company or any other Grantor shall include such Borrower the Company or such other Grantor as debtor and debtor in possession and any receiver, trustee or similar person for such Borrower the Company or such any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.. This Agreement shall terminate and be of no further force and effect:

Continuing Nature of this Agreement; Severability. Subject to Section 5.06 and Section 6.04, this This Agreement shall continue to be effective until (ax) among the Senior Secured Parties and the Second Priority Secured Parties unless and until the Discharge of Senior Debt Credit Facility Claims and the Discharge of Priority Lien Obligations shall have occurred and or (by) after a Discharge of Senior Debt Obligations, among the Second Priority Secured Parties unless and until such time at which there is only one class or series Series of Second Priority DebtSecured Debt remains outstanding. This is a continuing agreement of Lien subordination, lien subordination and (a) the Senior Secured Parties Credit Facility Lenders may continue, at any time and without notice to the Second any Priority Representatives Lien Secured Party or any Second Priority Debt Subordinated Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor constituting Credit Facility Claims on reliance hereof, (b) the Priority Lien Secured Parties may continue, at any time and without notice to the Credit Facility Agent or any Credit Facility Lender or any Subordinated Lien Secured Party, to extend credit and other Subsidiary financial accommodations to or for the benefit of any Grantor constituting Priority Lien Obligations (including by means of purchasing any Notes issued by Holdings) on reliance hereof and (c) the Subordinated Lien Secured Parties may continue, at any time and without notice to the Credit Facility Agent or any Credit Facility Lender or any Priority Lien Secured Party, to extend credit and other financial accommodations to or for the benefit of any Grantor constituting Subordinated Lien Obligations on reliance hereof. Each of the Parent constituting Senior Secured Debt Obligations in reliance hereonRepresentatives, on behalf of itself and the Secured Parties it represents, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto 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 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.