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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of payment subordination and the Issuer Senior Debt Claimholders may continue, at any time and without notice to the Trustee or any Holder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer constituting Issuer Senior Debt in reliance hereon. The terms of this Agreement shall survive, and shall continue in full force and effect, in any filing or proceeding under the Bankruptcy Code. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating 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 any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Issuer shall include the Issuer as debtor and debtor-in-possession and any receiver, trustee or similar person acting for the Issuer (as the case may be) in any proceeding under the Bankruptcy Code. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of payment subordination lien subordination, and the Issuer Senior Debt Claimholders Secured Parties of any Class may continue, at any time and without notice to the Trustee any Agent or Secured Party of any Holder, other Class to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer SSCC or any Grantor constituting Issuer Senior Debt Obligations of such Class in reliance hereon. Each Agent, on behalf of itself and its Related Secured Parties, hereby waives any right it or any of them may have under applicable law to revoke this Agreement or any of the provisions hereof. The terms of this Agreement shall survive, and shall continue in full force and effect, in any filing Insolvency or proceeding under the Bankruptcy CodeLiquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating 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 any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Issuer SSCC or any other Grantor shall include the Issuer SSCC or such Grantor as debtor and debtor-in-possession and any receiver, receiver or trustee for SSCC or similar person acting for the Issuer any other Grantor (as the case may be) in any proceeding under Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code. This Agreement Code and is intended to be and shall terminate and be of no further force and effect:interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of payment lien subordination and the Issuer Senior Revolving Credit Agent, the Revolving Credit Claimholders and the Collateral Trustee, the Secured Debt Representatives and the Secured Debt Claimholders may continue, at any time and without notice to any of the Trustee or any Holderothers, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer constituting Issuer Senior Debt Company or any Grantor in reliance hereon. Each such Person 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 filing Insolvency or proceeding under the Bankruptcy CodeLiquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating 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 any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Issuer Company or any other Grantor shall include the Issuer Company or such Grantor as debtor and debtor-in-possession and any receiver, receiver or trustee or similar person acting for the Issuer Company or any other Grantor (as the case may be) in any proceeding under the Bankruptcy CodeInsolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of payment lien subordination (as opposed to debt or claim subordination) and the Issuer Senior Debt ABL Claimholders may continue, at any time and without notice to the Trustee Notes Agent or any Holderother Notes Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer any Grantor constituting Issuer Senior Debt ABL Obligations in reliance hereonhereof. Each of Notes Agent and ABL Agent hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any filing or proceeding under Insolvency Proceeding. Consistent with, but not in limitation of, the preceding sentence, ABL Agent and the Notes Agent, on behalf of the applicable Claimholders, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating 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 any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Issuer any Grantor shall include the Issuer such Grantor as debtor and debtor-in-possession and any receiver, receiver or trustee or similar person acting for the Issuer (as the case may be) such Grantor in any proceeding under the Bankruptcy CodeInsolvency Proceeding. This Agreement shall terminate and be of no further force and effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement Each Security Agent, on behalf of payment subordination itself and the Issuer Senior Debt Claimholders applicable Secured Parties, hereby waives any right it may continue, at any time and without notice have under applicable law to the Trustee revoke this Agreement or any Holder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer constituting Issuer Senior Debt in reliance hereonprovisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any filing Insolvency or proceeding under Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy CodeCode or any similar provision of any other Debtor Relief Law and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating 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 any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Issuer Borrower and/or any other Grantor shall include the Issuer such Borrower and/or such Grantor as debtor and debtor-in-debtor in possession and any receiver, receiver or trustee or similar person acting for the Issuer such Borrower and/or any other Grantor (as the case may be) in any proceeding under the Bankruptcy Code. This Agreement shall terminate and be of no further force and effect:Insolvency or Liquidation Proceeding.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of payment lien and claim subordination and the Issuer Senior Debt First Lien Claimholders may continue, at any time and without notice to the Trustee any Second Lien Agent or any HolderSecond Lien Claimholder subject to the Second Lien Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer First Lien Borrowers or any Obligor constituting Issuer Senior Debt First Lien Obligations in reliance hereonhereof. Each Second Lien Agent, on behalf of itself and the applicable Second Lien Claimholders, 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 filing or proceeding under the Bankruptcy CodeInsolvency Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating 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 any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the a First Lien Borrower, an Issuer or any other Obligor shall include the Issuer such Person as debtor and debtor-in-possession and any receiverreceiver or trustee for such First Lien Borrower, trustee Issuer or similar person acting for the Issuer other Obligor (as the case may be) in any proceeding under the Bankruptcy CodeInsolvency Proceeding. This Agreement shall terminate and be of no further force and effect: