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

Continuing Nature of this Agreement; Severability. Subject to Section 6.5, this Agreement shall continue to be effective until Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the First-Lien Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents or any Junior-Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting 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 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 6.5, this This Agreement shall continue to be effective until the first to occur of (a) the Discharge of First-Lien Obligations ABL Debt and the indefeasible payment in full in cash of the Junior-Lien Obligations shall have occurredExcess ABL Debt or (b) the Discharge of Term Loan Debt and the payment in full in cash of the Excess Term Loan Debt. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents or any Junior-Lien other Secured PartyParties, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor constituting ABL Debt and/or Term Loan Debt (as applicable) in reliance hereof. Each of Term Loan Agent, for itself and on behalf of the Company Term Loan Secured Parties, and ABL Agent, for itself and on behalf of the ABL Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any other Grantor constituting First-Lien Obligations in reliance hereonof 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 6.56.04, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the First-Lien Senior Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Junior Representatives or any Junior-Lien Junior Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Borrower or any other Grantor constituting First-Lien Senior 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 invalid, illegal or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, ; and any such prohibition or unenforceability the invalidity of a particular provision in any a particular 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 6.55.06 and Section 6.04, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the First-Lien Senior Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Junior Representatives or any Junior-Lien Junior Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Borrower or any other Grantor constituting First-Lien Senior 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 invalid, illegal or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, ; and any such prohibition or unenforceability the invalidity of a particular provision in any a particular 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 6.5, this This Agreement shall continue to be effective until the Discharge of FirstSenior-Lien Obligations and Priority Debt shall have occurred or the indefeasible final payment in full in cash of the Junior-Lien Obligations shall have occurredPriority Debt and the termination and release by each Junior-Priority Secured Party of any Liens to secure the Junior-Priority Debt. This is a continuing agreement of Lien subordination, lien subordination and the FirstSenior-Lien Priority Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents or any Junior-Lien Priority Collateral Agent or any other Junior-Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting FirstSenior-Lien Obligations Priority Debt in reliance hereon. Each Junior-Priority Collateral Agent, for itself and on behalf of the Junior-Priority Secured Parties with respect to which such Junior-Priority Collateral Agent is acting as 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 survive, and shall continue in full force and effect 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 6.56.4 (Avoidance Issues), this Agreement shall continue to be effective until the Discharge of First-First Lien Obligations and shall have occurred or such later time as the indefeasible payment in full Discharge of the Junior-Second Lien Obligations shall have occurred. This is a continuing agreement of Lien subordination, lien subordination and the First-First Lien Secured Parties may continue, at any time and without notice to the Junior-Second Lien Authorized Representatives, the Junior-Lien Collateral Agents Agent or any Junior-other Second Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor Pledgor or any of its or their subsidiaries constituting First-First Lien Obligations in reliance hereon. 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 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 6.56.4 (Avoidance Issues), this Agreement shall continue to be effective until the Discharge of First-First Lien Obligations and shall have occurred or such later time as the indefeasible payment in full Discharge of the Junior-Second Lien Obligations shall have occurred. This is a continuing agreement of Lien subordination, lien subordination and the First-First Lien Obligations Secured Parties may continue, at any time and without notice to the Junior-Applicable Second Lien Authorized RepresentativesAgent, any Second Lien Obligations Representative (if different from the Junior-Applicable Second Lien Collateral Agents Agent) or any Junior-other Second Lien Obligations Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor Pledgor constituting First-First Lien Obligations in reliance hereon. 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 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 6.56.04, this Agreement shall continue to be effective until (x) the Discharge of First-Lien Senior Priority Obligations, (y) the Discharge of Second Priority Debt Obligations and (z) the indefeasible payment in full Discharge of the Junior-Lien Senior Subordinated Priority Debt Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the First-Lien Senior Priority Secured Parties may continue, at any time and without notice to the Juniorany Non-Lien Authorized Representatives, the Junior-Lien Collateral Agents or any Junior-Lien Secured Senior Priority Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Holdings, a Borrower or any other Grantor Subsidiary constituting First-Lien Senior Priority 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.

Continuing Nature of this Agreement; Severability. (a) Subject to Section 6.56(d), this Agreement shall continue to be effective until a Class Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Obligations shall have has occurred. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties may continue, at any time and without notice to the JuniorSecond-Lien Authorized Representatives, the Junior-Lien Collateral Agents Agent or any JuniorSecond-Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien Obligations in reliance hereon, subject to the limitations specified herein. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency Bankruptcy Proceeding. (b) In the event any one or Liquidation Proceeding. Any provision more of the provisions contained in this Agreement that is prohibited should be held invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction shall not invalidate in and of itself affect the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable validity of 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 6.5, this This Agreement shall continue to be effective until the date on which both (i) the Discharge of First-Revolving Loan Obligations has occurred and (ii) later of the Discharge of First Lien Term Loan Obligations and the indefeasible payment in full Discharge of the Junior-Lien Incremental Term Loan Obligations shall have has occurred. This Subject to the limits contained herein, this is a continuing agreement of Lien subordination, lien subordination and the First-Lien Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents or any Junior-Lien other Secured PartyParties, to extend credit and other financial accommodations and lend monies to or for the benefit of any Grantor constituting Revolving Loan Obligations and/or Term Loan Obligations (as applicable) in reliance hereof. Each of the Company First Lien Term Loan Agent, for itself and on behalf of the other First Lien Term Loan Secured Parties, the Incremental Term Loan Agent, for itself and on behalf of the other Incremental Term Loan Secured Parties, and the Revolving Loan Agent, for itself and on behalf of the Revolving Loan Secured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any other Grantor constituting First-Lien Obligations in reliance hereonof 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 6.55.06 and Section 6.04, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the First-Lien Senior Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Junior Representatives or any Junior-Lien Junior Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien Senior 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 invalid, illegal or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, ; and any such prohibition or unenforceability the invalidity of a particular provision in any a particular 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 6.55.07 and Section 6.04, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the First-Lien Senior Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Junior Representatives or any Junior-Lien Secured Junior Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Borrower or any other Grantor Subsidiary constituting First-Lien Senior 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 invalid, illegal or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, ; and any such prohibition or unenforceability the invalidity of a particular provision in any a particular 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 6.55.07 and Section 6.04, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the First-Lien Senior Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Second Priority Representatives or any Junior-Lien Secured Second Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor Subsidiary constituting First-Lien Senior 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 invalid, illegal or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, ; and any such prohibition or unenforceability the invalidity of a particular provision in any a particular 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 6.55.07 and Section 6.04, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the First-Lien Senior Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Junior Representatives or any Junior-Lien Secured Junior Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Holdings or any other Grantor Subsidiary constituting First-Lien Senior 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 invalid, illegal or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, ; and any such prohibition or unenforceability the invalidity of a particular provision in any a particular 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 6.56.04, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Senior Obligations shall have occurred. This is a continuing agreement of Lien subordinationsubordination with respect to the Liens on the Specified Collateral insofar as such Liens secure Junior Priority Debt Obligations, and the First-Lien Senior Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Junior Priority Representatives or any Junior-Lien Secured Junior Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Borrower or any other Grantor Subsidiary constituting First-Lien Senior 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.

Continuing Nature of this Agreement; Severability. Subject to Section 6.56.04 hereof, this Agreement shall continue to be effective until the earlier of the Discharge of First-Lien ABL Obligations and or the indefeasible payment in full Discharge of the Junior-Lien Term Obligations shall have has occurred. This is a continuing agreement of Lien subordination, and the First-Lien Senior Priority Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Second Priority Representatives or any Junior-Lien Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of Holdings, the Company Borrower or any other Grantor constituting First-Lien Senior Priority 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 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 6.56.4, this Agreement shall continue to be effective until the Discharge of First-Lien First Priority Claims shall have occurred or such later time as all the Obligations and the indefeasible payment in full respect of the Junior-Subordinated Lien Obligations Claims shall have occurredbeen paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-First Priority Lien Secured Parties Holders may continue, at any time and without notice to the Junior-each Subordinated Lien Authorized Representatives, the Junior-Lien Collateral Agents Debt Representative or any Junior-Subordinated Lien Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor constituting First-Lien Obligations First Priority Claims in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding and all converted or succeeding cases in respect thereof. The parties’ relative rights in or to any Distributions from or in respect of any Common Collateral or proceeds of Common Collateral, shall continue after the commencement of any Insolvency or Liquidation Proceeding. Accordingly, the provisions of this Agreement are intended to be and shall be enforceable as a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code. 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 6.55.6 and Section 6.4, this Agreement shall continue to be effective until the Discharge of First-Lien Senior Claims shall have occurred or such later time as all the Obligations and the indefeasible payment in full respect of the Junior-Lien Obligations Second Priority Claims shall have occurredbeen paid in full. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Senior Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents any Second Priority Agent or any Junior-Lien Second Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company any Borrower or any other Grantor constituting First-Lien Obligations Senior Claims in reliance hereon. 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 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 6.56.04, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the First-Lien Senior Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Junior Representatives or any Junior-Lien Secured Junior Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor Subsidiary constituting First-Lien Senior 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 invalid, illegal or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, ; and any such prohibition or unenforceability the invalidity of a particular provision in any a particular 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 6.55.07 and Section 6.04, this Agreement shall continue to be effective (a) unless and until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Priority Obligations shall have occurred, among the First-Priority Representatives, the First-Priority Secured Parties, the Second-Priority Representatives and the Second-Priority Secured Parties and (b) on and after the Discharge of First-Priority Obligations, unless and until such later time as no more than one Series of Second-Priority Obligations that has not been paid in full, among the Second-Priority Representatives and the Second-Priority Secured Parties. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Priority Secured Parties may continue, at any time and without notice to the Junioreach Second-Lien Authorized Representatives, the Junior-Lien Collateral Agents Priority Representative or any JuniorSecond-Lien Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Parent, CSL Capital or any other Grantor constituting First-Lien Priority Obligations in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any , 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 6.55.07 and Section 6.04, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the First-Lien Senior Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Junior Representatives or any Junior-Lien Secured Junior Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of Holdings, the Company Borrowers or any other Grantor Subsidiary constituting First-Lien Senior 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 invalid, illegal or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, ; and any such prohibition or unenforceability the invalidity of a particular provision in any a particular 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 6.55.06 and Section 6.04, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Senior Obligations shall have occurred. This is a continuing agreement of Lien and payment subordination, and the First-Lien Senior Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Junior Priority Representatives or any Junior-Lien Secured Junior Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any other Grantor Subsidiary constituting First-Lien Senior 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 invalid, illegal or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, ; and any such prohibition or unenforceability the invalidity of a particular provision in any a particular 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 6.56.04, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the First-Lien Senior Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Junior Representatives or any Junior-Lien Secured Junior Priority Debt Party, to extend credit and other financial accommodations and lend monies to or for the benefit of MVWC, the Company or any other Grantor Subsidiary constituting First-Lien Senior 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 invalid, illegal or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, ; and any such prohibition or unenforceability the invalidity of a particular provision in any a particular 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 6.56.04, this Agreement shall continue to be effective until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Senior Obligations shall have occurred. This is a continuing agreement of Lien subordination, and the First-Lien Senior Secured Parties may continue, at any time and without notice to the Junior-Lien Authorized Representatives, the Junior-Lien Collateral Agents Junior Representatives or any Junior-Lien Junior Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Borrowers or any other Grantor constituting First-Lien Senior 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 invalid, illegal or unenforceable in any jurisdiction shall not invalidate shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof, ; and any such prohibition or unenforceability the invalidity of a particular provision in any a particular 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 6.55.07 and Section 6.04, this Agreement shall continue to be effective (a) unless and until the Discharge of First-Lien Obligations and the indefeasible payment in full of the Junior-Lien Priority Obligations shall have occurred, among the First-Priority Representatives, the First-Priority Secured Parties, the Second-Priority Representatives and the Second-Priority Secured Parties and (b) on and after the Discharge of First-Priority Obligations, unless and until such later time as no more than one Series of Second-Priority Obligations that has not been paid in full, among the Second-Priority Representatives and the Second-Priority Secured Parties. This is a continuing agreement of Lien subordination, lien subordination and the First-Lien Priority Secured Parties may continue, at any time and without notice to the Junioreach Second-Lien Authorized Representatives, the Junior-Lien Collateral Agents Priority Representative or any JuniorSecond-Lien Priority Secured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Parent, CSL Capital or any other Grantor constituting First-Lien Priority Obligations in reliance hereon. The terms of this Agreement shall survive survive, and shall continue in full force and effect effect, in any Insolvency or Liquidation Proceeding. Any , 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.33