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. Each of the Second Priority Indenture Trustee and the Second Priority Collateral Trustee, (each on behalf of itself and the other Second Priority Claimholders) and the First Priority Indenture Trustee and the First Priority Collateral Trustee (each on behalf of itself and the other First Priority Claimholders), hereby waive any right, privilege or power 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. 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. 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 or trustee 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 on the date of Discharge of First Priority Obligations, subject to the rights, privileges and powers of the First Priority Collateral Trustee and the other First Priority Claimholders under Sections 5.5 and 6.5.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of the Second Priority Indenture Trustee lien subordination and the Second Priority Collateral TrusteeABL Claimholders and Term Loan Claimholders may each continue, (each on behalf of itself at any time and without notice to the other Second Priority Claimholders) , to extend credit and other financial accommodations and lend monies to or for the First Priority Indenture Trustee and the First Priority Collateral Trustee (each on behalf benefit of itself and the other First Priority Claimholders)any Grantor constituting ABL Obligations or Term Loan Obligations, hereby waive any right, privilege or power it may have under as applicable law to revoke this Agreement or any of the provisions of this Agreementin reliance hereof. 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. 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 or trustee 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 on upon the date earliest to occur of the Discharge of First Priority Obligations, subject to ABL Obligations (in accordance with the rights, privileges and powers provisions hereof) or the Discharge of Term Loan Obligations (in accordance with the First Priority Collateral Trustee and the other First Priority Claimholders under Sections 5.5 and 6.5provisions hereof).

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of Lien subordination, and the Secured Party of any Class may continue, at any time and without notice to the Secured Party of the Second Priority Indenture Trustee other Class, to extend credit and other financial accommodations and lend monies to or for the Second Priority Collateral Trustee, (each on behalf benefit of itself and the other Second Priority Claimholders) and the First Priority Indenture Trustee and the First Priority Collateral Trustee (each on behalf of itself and the other First Priority Claimholders), Borrower constituting their Obligations in reliance hereon. Each Secured Party hereby waive waives any right, privilege or power 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. 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. All references to the Company or any other Grantor Borrower shall include the Company or such Grantor Borrower as debtor and debtor-in-possession and any receiver or trustee for the Company or any other Grantor (Borrower, as the case may be) , in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect on the date of Discharge of First Priority Obligations, subject to the rights, privileges and powers of the First Priority Collateral Trustee and the other First Priority Claimholders under Sections 5.5 and 6.5.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of the Second Priority Indenture Trustee lien subordination and the Second Priority Collateral TrusteeABL Claimholders and Term Loan Claimholders may each continue, (each on behalf of itself at any time and without notice to the other Second Priority Claimholders) , to extend credit and other financial accommodations and lend monies to or for the First Priority Indenture Trustee and the First Priority Collateral Trustee (each on behalf benefit of itself and the other First Priority Claimholders)any Grantor constituting ABL Obligations or Term Loan Obligations, hereby waive any right, privilege or power it may have under as applicable law to revoke this Agreement or any of the provisions of this Agreementin reliance hereof. 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. 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 or trustee 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 on upon the date earliest to occur of the Discharge of First Priority Obligations, subject to ABL Obligations (in accordance with the rights, privileges and powers of the First Priority Collateral Trustee and the other First Priority Claimholders under Sections 5.5 and 6.5provisions hereof).

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of lien subordination and the Second First Priority Indenture Trustee Claimholders may continue, at any time and without notice to the Second Priority Collateral TrusteeAgent or any Second Priority Claimholder subject to the Second Priority Documents, (each to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First Priority Obligations in reliance hereof. The Second Priority Collateral Agent, on behalf of itself and the other Second Priority Claimholders) and the First Priority Indenture Trustee and the First Priority Collateral Trustee (each on behalf of itself and the other First Priority Claimholders), hereby waive waives any right, privilege or power 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. 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. 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 receiver, trustee or trustee similar Person for the Company or any other such Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Subject to the immediately succeeding sentence, this Agreement shall terminate and be of no further force and effect on the date of Discharge of First Priority Obligations, subject to the rights, privileges and powers of the First Priority Collateral Trustee and the other First Priority Claimholders under Sections 5.5 and 6.5.effect:

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective effective, as of the date of this Agreement, when executed and delivered by the parties hereto. Each This is a continuing agreement of lien subordination and the ABL Agent, the ABL Secured Parties and the Collateral Agent and the Note Claimholders may continue, at any time and without notice to any of the Second Priority Indenture Trustee others, to extend credit and other financial accommodations and lend monies to or for the Second Priority Collateral Trustee, (each on behalf benefit of itself and the other Second Priority Claimholders) and the First Priority Indenture Trustee and the First Priority Collateral Trustee (each on behalf of itself and the other First Priority Claimholders), Company or any Grantor in reliance hereon. Each such Person hereby waive waives any right, privilege or power 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. Any The relative rights, as provided for in this Agreement, will continue after the commencement of any such Insolvency Proceeding on the same basis as prior to the date of the commencement of any such case, as provided in this Agreement. If any provision of this Agreement that is prohibited invalid, illegal or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition respect or unenforceability in any jurisdiction shall not invalidate or render unenforceable jurisdiction, the validity, legality and enforceability of such provision in all other respects and of all remaining provisions, and of such provision in all other jurisdictions, will not in any other jurisdictionway be affected or impaired thereby. 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 or trustee 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 on the date of Discharge of First Priority Obligations, subject to the rights, privileges and powers of the First Priority Collateral Trustee and the other First Priority Claimholders under Sections 5.5 and 6.5.effect:

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. Each of the Second Priority Indenture Trustee and the Second Priority Collateral Trustee, (each on behalf of itself and the other Second Priority Claimholders) and the First Priority Indenture Trustee and the First Priority Collateral Trustee (each on behalf of itself and the other First Priority Claimholders), hereby waive any right, privilege or power 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 ProceedingProceeding but, as to any Grantor and the rights of the Secured Parties with respect thereto, shall not survive the effectiveness of any plan of reorganization adopted in connection therewith (subject to Sections 2.5(h) and 3.5(h) hereof). 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. All references to the Company any Borrower or any other Grantor shall include the Company any Borrower or such Grantor as debtor and debtor-in-debtor in possession and any receiver or trustee for the Company any Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. . (b) This Agreement shall terminate and be of no further force and effect on effect: (i) with respect to the date of ABL Agent, the other ABL Secured Parties and the ABL Obligations, upon the Discharge of First Priority ABL Obligations, subject to the rights, privileges and powers rights of the First Priority Collateral Trustee ABL Secured Parties under Section 6.17; and (ii) with respect to the Term Representatives, the other Term Secured Parties and the other First Priority Claimholders Term Obligations, upon the Discharge of Term Obligations, subject to the rights of the Term Secured Parties under Sections 5.5 and 6.5Section 6.17.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of lien subordination and the Working Capital Claimholders and the Term Loan Claimholders may each continue, at any time and without notice to the other Claimholders, to extend credit and other financial accommodations and lend monies to or for the benefit of the Second Priority Indenture Trustee and the Second Priority Collateral Trustee, (each on behalf of itself and the other Second Priority Claimholders) and the First Priority Indenture Trustee and the First Priority Collateral Trustee (each on behalf of itself and the other First Priority Claimholders), hereby waive any right, privilege or power it may have under applicable law to revoke this Agreement Company or any of the provisions of this AgreementGrantor constituting Working Capital Obligations or Term Loan Obligations, as applicable, in reliance hereof. 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. 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 or trustee 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 on upon the date of Discharge of First Priority ObligationsWorking Capital Obligations or the Discharge of Term Loan Obligations (in accordance with the provisions hereof), except for Sections 5.7 and 7.5 and the provisions of this Section 8 as they relate to Sections 5.7 and 7.5, and subject to the rights, privileges and powers of the First Priority Collateral Trustee and the other First Priority Claimholders under Sections 5.5 and 6.5reinstatement in accordance with Section 6.7.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Claimholder subject to the Second Lien Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting First Lien Obligations in reliance hereon. The Second Priority Indenture Trustee and the Second Priority Lien Collateral TrusteeAgent, (each on behalf of itself and the other Second Priority Lien Claimholders) and the First Priority Indenture Trustee and the First Priority Collateral Trustee (each on behalf of itself and the other First Priority Claimholders), hereby waive waives any right, privilege or power 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. 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. 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 or trustee 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 on the date of Discharge of First Priority Obligations, subject to the rights, privileges and powers of the First Priority Collateral Trustee and the other First Priority Claimholders under Sections 5.5 and 6.5.effect:

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Collateral Agent or any Second Lien Claimholder subject to the Second Lien Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting First Lien Obligations in reliance hereof. The Second Priority Indenture Trustee and the Second Priority Lien Collateral TrusteeAgent, (each on behalf of itself and the other Second Priority Lien Claimholders) and the First Priority Indenture Trustee and the First Priority Collateral Trustee (each on behalf of itself and the other First Priority Claimholders), hereby waive waives any right, privilege or power 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. 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. 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 or trustee 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 on the date of Discharge of First Priority Obligations, subject to the rights, privileges and powers of the First Priority Collateral Trustee and the other First Priority Claimholders under Sections 5.5 and 6.5.effect: