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

Continuing Nature of this Agreement; Severability. Subject to Section 5.03 and Section 6.04, this Agreement shall continue to be effective until the Discharge of Superpriority Secured Obligations shall have occurred. This is a continuing agreement of Lien subordination, and (i) the Superpriority Secured Parties may continue, at any time and without notice to any First Priority Secured Debt Representative, any Second Priority Secured Debt Representative, any First Priority Secured Party or any Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer or any Subsidiary constituting Superpriority Secured Obligations and (ii) the First Priority Secured Parties may continue, at any time and without notice to any Second Priority Secured Debt Representative or any Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer or any Subsidiary constituting First Priority Secured Obligations, in each case or (i) and (ii), 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 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 5.03 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 Superpriority Secured Senior Debt Obligations shall have occurredoccurred 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 (i) the Superpriority Senior Secured Parties may continue, at any time and without notice to any First Priority Secured Debt Representative, any the Second Priority Secured Debt Representative, any First Priority Secured Party Representatives or any Second Priority Secured Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer any Grantor or any other Subsidiary constituting Superpriority Secured Obligations and (ii) the First Priority Secured Parties may continue, at any time and without notice to any Second Priority Secured Debt Representative or any Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer or any Subsidiary Parent constituting First Priority Secured Obligations, in each case or (i) and (ii), 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-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 5.03 and Section 6.04, this Agreement shall continue to be effective until the Discharge of Superpriority Secured Obligations shall have occurred. This is a continuing agreement of Lien subordination, and (i) the Superpriority Senior Secured Parties may continue, at any time and without notice to any First Priority Secured Debt Representative, any the Second Priority Secured Debt Representative, any First Priority Secured Party Representatives or any Second Priority Secured Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer Borrowers or any Subsidiary constituting Superpriority Secured Senior Debt Obligations and (ii) the First Priority Secured Parties may continue, at any time and without notice to any Second Priority Secured Debt Representative or any Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer or any Subsidiary constituting First Priority Secured Obligations, in each case or (i) and (ii), 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 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: (a) subject to the terms and conditions of Section 5.06 hereof, with respect to any Senior Representative, the Senior Secured Parties represented by it and their Senior Obligations, upon the Discharge of Senior Debt Obligations, subject to the rights of the Senior Secured Parties under Section 6.04; and (b) with respect to any Second Priority Representative, the Second Priority Debt Parties represented by it and their Second Priority Debt Obligations, on the date on which no Second Priority Debt Obligations of such Second Priority Debt Parties are secured by, or required to be secured by, any of the Shared Collateral pursuant to the terms of the applicable Second Priority Debt Documents.

Continuing Nature of this Agreement; Severability. Subject to Section 5.03 and Section 6.04, this This Agreement shall continue to be effective for First Priority Lenders until the Discharge of Superpriority Secured Obligations First Priority Claims shall have occurred and for Second Priority Lenders until the Discharge of Second Priority Claims shall have occurred. This is a continuing agreement of Lien subordination, lien subordination and (ia) the Superpriority Secured Parties First Priority Lenders may continue, at any time and without notice to any First Priority Secured Debt Representative, any the Second Priority Secured Debt Representative, any First Priority Secured Party Agent or any Second Priority Secured PartyLender, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer Company or any Subsidiary other Grantor constituting Superpriority Secured Obligations First Priority Claims on reliance hereof and (iib) the First Second Priority Secured Parties Lenders may continue, at any time and without notice to any Second the First Priority Secured Debt Representative Agent or any Second First Priority Secured PartyLender, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer Company or any Subsidiary other Grantor constituting Second Priority Claims (including by means of purchasing any Notes issued by the Company) on reliance hereof. Each of the Second Priority Agent, on behalf of itself and the Second Priority Lenders, and the First Priority Secured ObligationsAgent, in each case on behalf of itself and the First Priority Lenders, hereby waives any right it may have under applicable law to revoke this Agreement or (i) and (ii), in reliance hereonany 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 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 5.03 and Section 6.04, this Agreement shall continue to be effective until the Discharge of Superpriority Secured Obligations shall have occurred. This is a continuing agreement of Lien subordination, and (i) the Superpriority 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 First Priority Secured Debt Representative, any other Second Priority Secured Debt Representative, any First Priority Lien Secured Party or any Second Priority Third Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer or any Subsidiary constituting Superpriority Secured Obligations and (ii) the First Priority Secured Parties may continue, at any time and without notice to any Second Priority Secured Debt Representative or any Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer or any Subsidiary Credit Party constituting First Priority Secured Obligations, in each case or (i) and (ii), 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 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: (a) with respect to any First Lien Representative, the First Lien Secured Parties represented by it and their First Lien Obligations, on the date on which the Discharge of First Lien Obligations has occurred, subject to the rights of the First Lien Secured Parties under Section 6.04; and (b) with respect to any Second Lien Representative, the Second Lien Secured Parties represented by it and their Second Lien Obligations, on the date on which the Discharge of Second Lien Obligations has occurred, subject to the rights of the Second Lien Secured Parties under Section 6.04; and (c) with respect to any Third Lien Representative, the Third Lien Secured Parties represented by it and their Third Lien Obligations, on the date on which no Third Lien Obligations of such Third Lien Secured Parties are any longer secured by, and no longer required to be secured by, any of the Collateral pursuant to the terms of the applicable Third Lien Debt Documents.

Continuing Nature of this Agreement; Severability. Subject to Section 5.03 and Section 6.04, this Agreement shall continue to be effective until the Discharge of Superpriority Secured Obligations shall have occurred. This is a continuing agreement of Lien subordination, and (ix) the Superpriority First Lien Secured Parties may continue, at any time and without notice to any the First Priority Secured Debt Representative, any Second Priority Secured Debt Representative, any First Priority Secured Party Lien Collateral Trustee or any Second Priority Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer Company or any Subsidiary constituting Superpriority Secured First Lien Obligations in reliance hereon and (iiy) the First Priority Second Lien Secured Parties may continue, at any time and without notice to any Second Priority Secured Debt Lien Representative or any Second Priority First Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer Company or any Subsidiary constituting First Priority Secured Obligations, in each case or (i) and (ii), 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 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: (a) subject to the terms and conditions of Section 5.06 hereof, with respect to the First Lien Collateral Trustee, the First Lien Secured Parties represented by it and their First Lien Obligations, upon the Discharge of First Lien Obligations, subject to the rights of the First Lien Secured Parties under Section 6.04; and (b) subject to the terms and conditions of Section 5.06 hereof, with respect to any Second Lien Representative, the Second Lien Secured Parties represented by it and their Second Lien Obligations, upon the Discharge of Second Lien Obligations, subject to the rights of the Second Lien Secured Parties under Section 6.04.

Continuing Nature of this Agreement; Severability. Subject to Section 5.03 and Section 6.04, this This Agreement shall continue to be effective until the Discharge of Superpriority Secured Obligations First Priority Claims and the Discharge of Second Priority Claims shall have occurred. This is a continuing agreement of Lien subordination, lien subordination and (ia) the Superpriority Secured Parties First Priority Lenders may continue, at any time and without notice to any First Priority Secured Debt Representative, any the Second Priority Secured Debt Representative, any First Priority Secured Party Agent or any Second Priority Secured PartyLender, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer Company or any Subsidiary other Grantor constituting Superpriority Secured Obligations First Priority Claims on reliance hereof and (iib) the First Second Priority Secured Parties Lenders may continue, at any time and without notice to any Second the First Priority Secured Debt Representative Agent or any Second First Priority Secured PartyLender, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer Company or any Subsidiary other Grantor constituting Second Priority Claims (including by means of purchasing any Notes issued by the Company) on reliance hereof. Each of the Second Priority Agent, on behalf of itself and the Second Priority Lenders, and the First Priority Secured ObligationsAgent, in each case on behalf of itself and the First Priority Lenders, hereby waives any right it may have under applicable law to revoke this Agreement or (i) and (ii), in reliance hereonany 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 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 5.03 and Section 6.04, this Agreement shall continue to be effective until the Discharge of Superpriority Secured Obligations shall have occurred. This is a continuing agreement of Lien subordination, and (i) the Superpriority First Lien Secured Parties may continue, at any time and without notice to any First Priority Secured Debt Representative, any the Second Priority Secured Debt Representative, any First Priority Secured Party Lien Collateral 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 Issuer or any Subsidiary constituting Superpriority Secured Obligations and (ii) the First Priority Secured Parties may continue, at any time and without notice to any Second Priority Secured Debt Representative or any Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer or any Subsidiary Credit Party constituting First Priority Secured Obligations, in each case or (i) and (ii), 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 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: (a) with respect to any First Lien Representative, the First Lien Secured Parties represented by it and their First Lien Obligations, on the date on which no First Lien Obligations of such First Lien Secured Parties are any longer secured by, and no longer required to be secured by, any of Collateral pursuant to the terms of the applicable First Lien Debt Documents, subject to the rights of the First Lien Secured Parties under Section 6.06; and (b) with respect to any Second Lien Representative, the Second Lien Secured Parties represented by it and their Second Lien Obligations, on the date on which no Second Lien Obligations of such Second Lien Secured Parties are any longer secured by, and no longer required to be secured by, any of the Collateral pursuant to the terms of the applicable Second Lien Debt Documents.

Continuing Nature of this Agreement; Severability. Subject to Section 5.03 and Section 6.04, this Agreement shall continue to be effective until the Discharge of Superpriority Secured Obligations shall have occurred. This is a continuing agreement of Lien subordinationthe matters addressed herein, and (i) the Superpriority Secured Parties may continue, at any time and without notice to any First Priority the Secured Debt Representative, any Second Priority Secured Debt Representative, any First Priority Secured Party Creditor Representatives or any Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer Parent or any Subsidiary of its Subsidiaries constituting Superpriority Secured Obligations and (ii) the First Priority Secured Parties may continue, at any time and without notice to any Second Priority Secured Debt Representative or any Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer or any Subsidiary constituting First Priority Secured Obligations, in each case or (i) and (ii), 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 held to be illegal, invalid or unenforceable in any jurisdiction shall not invalidate invalidate, affect or impair the remaining provisions hereof, and any such prohibition illegality, invalidity or unenforceability in any particular jurisdiction shall not invalidate invalidate, impair 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. Subject to the obligations and undertakings under Section 3.02 (which shall survive the termination of this Agreement, to the extent such obligations or undertakings remain unsatisfied) this Agreement shall terminate and be of no further force and effect: (a) [with respect to any Senior Secured Representatives and the Senior Secured Creditors represented by it and their Senior Secured Obligations, on the date on which the Discharge of Senior Secured Obligations has occurred, subject to Section 6.04 and Section 10.07; (b) with respect to the Second Priority Representatives and the Second Priority Debt Parties represented by it and their Second Priority Debt Obligations, on the date on which the Discharge of Second Priority Debt Obligations has occurred, subject to Section 6.05;]6 (c) with respect to the First Lien Common Security Agent, on earlier to occur of the date on which the Discharge of Senior Secured Obligations has occurred, subject to Section 6.04 and Section 10.07; (d) with respect to the Second Lien Common Security Agent, on the date on which the Discharge of Second Priority Debt Obligations has occurred, subject to Section 6.05; provided that in each case, such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.

Continuing Nature of this Agreement; Severability. Subject to Section 5.03 and Section 6.04, this Agreement shall continue to be effective until the Discharge of Superpriority Secured Obligations shall have occurred. This is a continuing agreement of Lien subordination, and (ix) the Superpriority Priority Lien Secured Parties may continue, at any time and without notice to any First Priority Secured Debt RepresentativeLien Agent, any Second Priority Secured Debt Representative, any First Priority Parity Lien Secured Party 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 Issuer Company or any Subsidiary constituting Superpriority Secured Priority Lien Obligations in reliance hereon and (iiy) the First Priority Parity Lien Secured Parties may continue, at any time and without notice to the Parity Lien Collateral Trustee, any Second Priority Lien Secured Debt Representative Party 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 Issuer Company or any Subsidiary constituting First Priority Secured Obligations, in each case or (i) and (ii), 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 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: (a) subject to the terms and conditions of Section 5.06 hereof, with respect to any Priority Lien Agent, the Priority Lien Secured Parties represented by it and their Priority Lien Obligations, upon the Discharge of Priority Lien Obligations, subject to the rights of the Priority Lien Secured Parties under Section 6.04; (b) subject to the terms and conditions of Section 5.06 hereof, with respect to the Parity Lien Collateral Trustee, the Parity Lien Secured Parties represented by it and their Parity Lien Obligations, upon the Discharge of Parity Lien Obligations, subject to the rights of Parity Lien Secured Parties under Section 6.04; and (c) with respect to the Junior Lien Collateral Trustee, the Junior Lien Secured Parties represented by it and their Junior Lien Obligations, upon the Discharge of Junior Lien Obligations, subject to the rights of Junior Lien Secured Parties under Section 6.04.

Continuing Nature of this Agreement; Severability. Subject to Section 5.03 and Section 6.04, this This Agreement shall continue to be effective until (x) the Discharge of Superpriority Secured Credit Facility Claims and the Discharge of Priority Lien Obligations shall have occurredoccurred or (y) only one Series of Secured Debt remains outstanding. This is a continuing agreement of Lien subordination, lien subordination and (ia) the Superpriority Secured Parties Credit Facility Lenders may continue, at any time and without notice to any First Priority Secured Debt Representative, any Second Priority Secured Debt Representative, any First Priority Lien Secured Party or any Second Priority Subordinated Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer or any Subsidiary Grantor constituting Superpriority Secured Obligations and Credit Facility Claims on reliance hereof, (iib) the First Priority Lien Secured Parties may continue, at any time and without notice to any Second Priority Secured Debt Representative the Credit Facility Agent or any Second Priority Credit Facility Lender or any Subordinated Lien Secured Party, to extend credit and other financial accommodations and lend monies 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 Issuer Subordinated Lien Secured Parties may continue, at any time and without notice to the Credit Facility Agent or any Subsidiary 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 First Priority Subordinated Lien Obligations on reliance hereof. Each of the Secured ObligationsDebt Representatives, in each case 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 (i) and (ii), in reliance hereonany 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 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 5.03 and Section 6.047.05, this Agreement shall continue to be effective until the date on which the Discharge of Superpriority Secured First Priority Debt Obligations shall have in respect of each Series of First Priority Debt Obligations has occurred and the Discharge of Second Priority Debt Obligations in respect of each Series of Second Priority Debt Obligations has occurred. This is a continuing agreement of Lien subordination, and (i) the Superpriority First Priority Secured Parties may continue, at any time and without notice to any First Priority Secured Debt Representative, any the Second Priority Secured Debt Representative, any First Priority Secured Party Representatives or any other Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of Holdco, the Issuer or any Subsidiary constituting Superpriority Secured Obligations and (ii) the First Priority Secured Parties may continue, at any time and without notice to any Second Priority Secured Debt Representative or any Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Issuer Borrower or any Subsidiary constituting First Priority Secured Obligations, in each case or (i) and (ii), 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 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 Grantor shall include such Grantor as debtor and debtor-in-possession and any receiver, liquidator, sequestrator, trustee, custodian, administrator or other officer in any applicable jurisdiction having similar powers over any Grantor (as the case may be) in any Insolvency or Liquidation Proceeding.