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 Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) of the Bankruptcy Code, shall be effective before, during and after the commencement of an Insolvency Proceeding, and the terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency Proceeding, and after the occurrence of either or both the Loan Agreement Obligations Payment Date and the Second Lien Obligations Payment Date. The rights and obligations under this Agreement of each party hereto shall not be affected by the vote of any party hereto to accept or reject a plan of reorganization or liquidation proposed in any Insolvency Proceeding relating to any Credit Party, the Loan Agreement Collateral, or the receipt by any party hereto of any cash, securities or other property distributed in any Insolvency Proceeding, except as expressly provided in this Agreement. Any provision of this Agreement 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. All references to a Credit Party shall include such Credit Party as debtor and debtor in possession and any receiver or trustee for such Credit Party in any Insolvency Proceeding.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This Agreement, which the parties hereto expressly acknowledge is a “continuing agreement of lien subordination agreement” under Section 510(a) and the First Lien Claimholders may continue, at any time and without notice to any Second Lien Representative or any other Second Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of one or more of the Bankruptcy CodeLoan Parties constituting First Lien Obligations in reliance hereon. Each Second Lien Representative and each Second Lien Collateral Agent, shall be effective beforeon behalf of itself and each other Second Lien Claimholder represented by it, during and after hereby waives any right it may have under applicable law to revoke this Agreement or any of the commencement provisions of an Insolvency Proceeding, and the this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding, and after the occurrence of either or both the Loan Agreement Obligations Payment Date and the Second Lien Obligations Payment Date. The rights and obligations under this Agreement of each party hereto shall not be affected by the vote of any party hereto to accept or reject a plan of reorganization or liquidation proposed in any Insolvency Proceeding relating to any Credit Party, the Loan Agreement Collateral, or the receipt by any party hereto of any cash, securities or other property distributed in any Insolvency Proceeding, except as expressly provided in this Agreement. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate 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 a Credit any Loan Party shall include such Credit Loan Party as debtor and debtor in debtor-in-possession and any receiver receiver, trustee or trustee similar person for such Credit any Loan Party (as the case may be) in any Insolvency 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; provided, that, with respect to any Crack Spread Hedging Secured Party that is not a party hereto on the date hereof, this Agreement and the respective provisions in this Agreement relating to such Crack Spread Hedging Secured Party shall not have any effect until such Person becomes a party to this Agreement pursuant to an Intercreditor Joinder Agreement. This Agreement, which the parties hereto expressly acknowledge is a “subordination agreement” under Section 510(a) continuing agreement of the Bankruptcy Code, shall be effective before, during and after the commencement of an Insolvency ProceedingLien subordination, and the Secured Parties of any Class may continue, at any time and without notice to the Agent or any Secured Party of the other Class, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor constituting their Obligations in reliance hereon. Each Agent, for itself and on behalf of its Related 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, and after the occurrence of either or both the Loan Agreement Obligations Payment Date and the Second Lien Obligations Payment Date. The rights and obligations under this Agreement of each party hereto shall not be affected by the vote of any party hereto to accept or reject a plan of reorganization or liquidation proposed in any Insolvency Proceeding relating to any Credit Party, the Loan Agreement Collateral, or the receipt by any party hereto of any cash, securities or other property distributed in any Insolvency Proceeding, except as expressly provided in this Agreement. Any provision of this Agreement which 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. All references to a Credit Party any Grantor shall include such Credit Party Grantor as debtor and debtor in debtor-in-possession and any receiver or trustee for such Credit Party Grantor, as the case may be, in any 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 Agreement, which the parties hereto expressly acknowledge is a “continuing agreement of lien subordination agreement” under Section 510(a) and the First Lien Secured Parties may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Bankruptcy CodeCompany or any Credit Party constituting First Lien Obligations in reliance hereon. The Second Lien Collateral Agent, shall be effective before, during and after the commencement on behalf of an Insolvency Proceeding, itself and the Second Lien 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, and after the occurrence of either or both the Loan Agreement Obligations Payment Date and the Second Lien Obligations Payment Date. The rights and obligations under this Agreement of each party hereto shall not be affected by the vote of any party hereto to accept or reject a plan of reorganization or liquidation proposed in any Insolvency Proceeding relating to any Credit Party, the Loan Agreement Collateral, or the receipt by any party hereto of any cash, securities or other property distributed in any Insolvency Proceeding, except as expressly provided in this Agreement. Any provision of this Agreement 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. All references to a the Company or any other Credit Party shall include the Company or such Credit Party as debtor and debtor in debtor-in-possession and any receiver or trustee for such the Company or any other Credit Party (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall continue to be effective, and shall not be revocable by any party hereto until, subject to Section 6.5 hereof, the Discharge of First Lien Obligations.