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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Notes Agent or any other Second Lien Claimholder subject to the Second Lien Notes 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 Lien Notes Agent, on behalf of itself and each other Second Lien Claimholder, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the 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 on the earlier to occur of (x) the date on which there has been a Discharge of First Lien Obligations and no Excess First Lien Obligations remain outstanding and (y) the date on which there has been a Discharge of Second Lien Obligations and no Excess Second Lien Obligations remain outstanding, in each case, subject to Sections 5.6 and 6.5; provided, however, that no termination shall relieve any party of its obligations incurred hereunder prior to the date of termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Notes Agent Trustee or any other Second Lien Claimholder subject to the Second Lien Notes DocumentsClaimholder, 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 hereofhereon. The Second Lien Notes AgentTrustee, on behalf of itself and each other the Second Lien ClaimholderClaimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor‑in‑possession debtor-in-possession and any receiver, receiver or 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 effect: (a) with respect to the First Lien Agent, the First Lien Claimholders and the First Lien Obligations, on the earlier to occur date of (x) the date on which there has been a Discharge of First Lien Obligations and no Excess Obligations, subject to the rights of the First Lien Obligations remain outstanding Claimholders under Section 6.5; and (b) with respect to the Second Lien Trustee, the Second Lien Claimholders and the Second Lien Obligations, upon the later of (y1) the date on upon which the obligations under the Second Lien Indenture terminate if there has been a Discharge of are no other Second Lien Obligations outstanding on such date and no Excess (2) if there are other Second Lien Obligations remain outstandingoutstanding on such date, in each case, subject to Sections 5.6 and 6.5; provided, however, that no termination shall relieve any party of its obligations incurred hereunder prior to the date of terminationupon which such Second Lien Obligations terminate.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Claimholders Secured Parties may continue, at any time and without notice to the Second Lien Notes Collateral Agent or any other Second Lien Claimholder subject Secured Party (subject, however, to the Second Lien Notes Documentsprovisions of Section 5.03(a)), to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Borrower or any Grantor constituting First Lien Obligations in reliance hereof. The Second Lien Notes Collateral Agent, on behalf of itself and each the other Second Lien ClaimholderSecured Parties, hereby waives any right and all rights it may now or hereafter 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, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company Borrower or any other Grantor shall include the Company Borrower or such Grantor as debtor and debtor‑in‑possession debtor-in-possession and any receiver, receiver or trustee or similar person for the Company 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 on effect, (i) with respect to the earlier to occur Second Lien Collateral Agent, the other Second Lien Secured Parties and the Second Lien Obligations, upon the later of (x1) the date upon which the obligations under the Second Lien Credit Agreement terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which there has been a such Second Lien Obligations terminate and (ii) with respect to the First Lien Collateral Agent, the other First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations and no Excess First Lien Obligations remain outstanding and (y) the date on which there has been a Discharge of Second Lien Obligations and no Excess Second Lien Obligations remain outstanding, in each caseObligations, subject to Sections 5.6 and 6.5; provided, however, that no termination shall relieve any party the rights of its obligations incurred hereunder prior to the date of terminationFirst Lien Secured Parties under Section 6.05.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Claimholders Secured Parties of any Series may continue, at any time and without notice to the Second Lien Notes Agent or any Secured Party of any other Second Lien Claimholder subject to the Second Lien Notes DocumentsSeries, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor constituting First Lien Secured Obligations in reliance hereofhereon. The Second Each Parity Lien Notes AgentRepresentative and the Collateral Trustee, on behalf of itself and each other Second Lien ClaimholderSecured Party represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Bankruptcy Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating 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 any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor‑in‑possession debtor-in-possession and any receiver, trustee or similar person for the Company Issuer or any other Grantor (as the case may be) in any Insolvency or Liquidation Bankruptcy Proceeding. This Agreement shall terminate and be of no further force and effect on with respect to the earlier to occur of (x) Collateral Trustee, any Parity Lien Representative and the date on which there has been a Discharge of First Secured Parties represented by such Parity Lien Obligations Representative and no Excess First Lien Obligations remain outstanding and (y) the date on which there has been a Discharge of Second Lien Obligations and no Excess Second Lien Obligations remain outstandingtheir Secured Obligations, in each case, subject to accordance with Sections 5.6 7 and 6.521 (as applicable) of the Collateral Trustee Agreement; provided, however, that no such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Notes Agent Collateral Trustee or any other Second Lien Claimholder subject to the Second Lien Notes DocumentsClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Parent or any Grantor constituting First Lien Obligations in reliance hereof. The Second Lien Notes AgentCollateral Trustee, on behalf of itself and each other the Second Lien ClaimholderClaimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not INTERCREDITOR AGREEMENT invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company Parent or any other Grantor shall include the Company Parent or such Grantor as debtor and debtor‑in‑possession debtor-in-possession and any receiver, receiver or trustee or similar person for the Company Parent or any other Grantor (as 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 effect, (i) with respect to the earlier to occur Second Lien Collateral Trustee, the Second Lien Claimholders and the Second Lien Obligations, upon the later of (x1) the date upon which the obligations under the Indenture terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date the date upon which there has been a Discharge such Second Lien Obligations terminate and (ii) with respect to any First Lien Claimholder Representative, the First Lien Claimholders and the First Lien Obligations, the date of notification by Parent to the Second Lien Collateral Trustee of termination of this Agreement after all First Lien Obligations and no Excess First Lien Obligations remain outstanding and (y) the date on which there has been a Discharge of Second Lien Obligations and no Excess Second Lien Obligations remain outstanding, in each casehave terminated, subject to Sections 5.6 and 6.5; provided, however, that no termination shall relieve any party the rights of its obligations incurred hereunder prior to the date First Lien Claimholders under Section 5.5 of terminationthis Agreement.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien The Credit Agreement Claimholders may continue, at any time and without notice to the Second Lien Notes Pari Tranche Collateral Agent or any other Second Lien Pari Tranche Claimholder subject to the Second Lien Notes Pari Tranche Note 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 Credit Agreement Obligations in reliance hereof. The Second Lien Notes Pari Tranche Collateral Agent, on behalf of itself and each other Second Lien Claimholderthe Pari Tranche Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor‑in‑possession debtor-in-possession and any receiver, receiver or 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 on effect: (i) with respect to the earlier Credit Agreement Collateral Agent, the Credit Agreement Claimholders and the Credit Agreement Obligations, the date of Discharge of Credit Agreement Obligations, subject to occur the rights of the Credit Agreement Claimholders under Section 6.5; and (ii) with respect to the Pari Tranche Collateral Agent, the Pari Tranche Claimholders and the Pari Tranche Obligations, upon the later of (x1) the date upon which the obligations under the Pari Tranche Indenture terminate if there are no other Pari Tranche Obligations outstanding on which there has been a Discharge of First Lien Obligations and no Excess First Lien Obligations remain outstanding such date and (y2) if there are other Pari Tranche Obligations outstanding on such date, the date on upon which there has been a Discharge of Second Lien such Pari Tranche Obligations and no Excess Second Lien Obligations remain outstanding, in each case, subject to Sections 5.6 and 6.5; provided, however, that no termination shall relieve any party of its obligations incurred hereunder prior to the date of terminationterminate.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Notes Collateral Agent or any other Second Lien Claimholder subject to the Second Lien Notes 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 Lien Notes Collateral Agent, on behalf of itself and each other the Second Lien ClaimholderClaimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the such Company or such Grantor as debtor and debtor‑in‑possession debtor in possession and any receiver, receiver or 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 on effect: (a) with respect to the earlier to occur of (x) First Lien Collateral Agent, the First Lien Claimholders and the First Lien Obligations, the date on which there has been a of Discharge of First Lien Obligations and no Excess Obligations, subject to the rights of the First Lien Obligations remain outstanding Claimholders under Section 6.5; and (b) with respect to the Second Lien Collateral Agent, the Second Lien Claimholders and the Second Lien Obligations, upon the later of (y1) the date on upon which the obligations under the Second Lien Credit Agreement terminate if there has been a Discharge of are no other Second Lien Obligations outstanding on such date and no Excess (2) if there are other Second Lien Obligations remain outstandingoutstanding on such date, in each case, subject to Sections 5.6 and 6.5; provided, however, that no termination shall relieve any party of its obligations incurred hereunder prior to the date of terminationupon which such Second Lien Obligations terminate.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien payment subordination and the First Lien Issuer Senior Debt Claimholders may continue, at any time and without notice to the Second Lien Notes Agent Trustee or any other Second Lien Claimholder subject to the Second Lien Notes DocumentsHolder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor Issuer constituting First Lien Obligations Issuer Senior Debt in reliance hereof. The Second Lien Notes Agent, on behalf of itself and each other Second Lien Claimholder, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreementhereon. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency filing or Liquidation Proceedingproceeding under the Bankruptcy Code. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor Issuer shall include the Company or such Grantor Issuer as debtor and debtor‑in‑possession debtor-in-possession and any receiver, trustee or similar person acting for the Company or any other Grantor Issuer (as the case may be) in any Insolvency or Liquidation Proceedingproceeding under the Bankruptcy Code. This Agreement shall terminate and be of no further force and effect effect: (a) with respect to any Issuer Senior Debt Representative and the Issuer Senior Debt Claimholders represented by it and their Issuer Senior Debt Obligations, on the earlier to occur of (x) the date on which there the Issuer Senior Debt Obligations of such Issuer Senior Debt Claimholders are Discharged subject to the rights of such Issuer Senior Debt Claimholders under Section 3.20 and Section 3.21 ; and (b) with respect to the Trustee and the Holders on the date that all Issuer Senior Debt has been a Discharge of First Lien Obligations and no Excess First Lien Obligations remain outstanding and (y) the date on which there has been a Discharge of Second Lien Obligations and no Excess Second Lien Obligations remain outstanding, in each case, Discharged subject to Sections 5.6 the rights of such Issuer Senior Debt Claimholders under Section 3.20 and 6.5Section 3.21; provided, however, that no in each case, such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties heretohereto on the date hereof. This is a continuing agreement of lien subordination and the First Lien Collateral Agent, the First Lien Claimholders, the Second Lien Collateral Agent and the Second Lien Claimholders may continue, at any time and without notice to any of the Second Lien Notes Agent or any other Second Lien Claimholder subject to the Second Lien Notes Documentsothers, 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 hereofhereon. The Second Lien Notes Agent, on behalf of itself and each other Second Lien Claimholder, Each such Person hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any The relative rights, as provided for in this Agreement, will continue after the commencement of any such Insolvency or Liquidation Proceeding on the same basis as prior to the date of the commencement of any such Insolvency or Liquidation Proceeding, as provided in this Agreement. If any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions in any respect or in any jurisdiction, the economic effect validity, legality and enforceability of which comes as close as possible to those such provision in all other respects and of the invalidall remaining provisions, illegal and of such provision in all other jurisdictions, will not in any way be affected or unenforceable provisionsimpaired thereby. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor‑in‑possession debtor-in-possession and any receiver, receiver or 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 on the earlier to occur of of: (xa) the date on which there has been a of the Discharge of First Lien Obligations and no Excess Obligations, subject to the rights of the First Lien Obligations remain outstanding Collateral Agent and the First Lien Claimholders under Section 6.3; and (yb) the date on upon which there has been a Discharge all of the Second Lien Obligations and no Excess then outstanding shall have been paid in full (but only if the Second Lien Obligations remain outstanding, have not been repaid in each case, subject to Sections 5.6 contravention of the terms of this Agreement and 6.5; provided, however, that no termination shall relieve any party of the Second Lien Collateral Agent has released its obligations incurred hereunder prior to Lien on the date of terminationCollateral).

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Priority Claimholders may continue, at any time and without notice to the Second Lien Notes Priority Collateral Agent or any other Second Lien Priority Claimholder subject to the Second Lien Notes Priority Documents, 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 Priority Obligations in reliance hereof. The Second Lien Notes Priority Collateral Agent, on behalf of itself and each other the Second Lien ClaimholderPriority Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor‑in‑possession debtor-in-possession and any receiver, trustee or similar person 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 effect: (a) with respect to the earlier First Priority Collateral Agent, the First Priority Claimholders and the First Priority Obligations, the date of Discharge of First Priority Obligations, subject to occur the rights of the First Priority Claimholders under Section 6.5; and (b) with respect to the Second Priority Collateral Agent, the Second Priority Claimholders and the Second Priority Obligations, upon the later of (x1) the date upon which the obligations under the Second Priority Notes Indenture terminate if there are no other Second Priority Obligations outstanding on such date and (2) if there are other Second Priority Obligations outstanding on such date, the date upon which there has been a such Second Priority Obligations terminate. Notwithstanding the foregoing or anything else in this Agreement to the contrary, to the extent that the Discharge of First Lien Priority Obligations has occurred (subject to the rights of the First Priority Claimholders under Section 6.5) and no Excess First Lien Second Priority Obligations remain outstanding but there remains outstanding Excess First Priority Obligations or Excess Second Priority Obligations, (i) the provisions of this Agreement shall continue in full force and effect until such time as all Excess First Priority Obligations and all Excess Second Priority Obligations have been paid in full in cash, (ii) the Excess First Priority Obligations shall be treated for all purposes hereunder as First Priority Obligations and (yiii) the date on which there has been a Discharge of Second Lien Obligations and no Excess Second Lien Priority Obligations remain outstanding, in each case, subject to Sections 5.6 and 6.5; provided, however, that no termination shall relieve any party of its obligations incurred be treated for all purposes hereunder prior to the date of termination.as Second Priority Obligations. DM3\8975843.1

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Claimholders Secured Parties may continue, at any time and without notice to the Second Lien Notes Collateral Agent or any other Second Lien Claimholder subject to the Second Lien Notes DocumentsSecured Party, 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 hereofhereon. The Second Lien Notes Collateral Agent, on behalf of itself and each other the Second Lien ClaimholderSecured Parties, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor‑in‑possession debtor-in-possession and any receiver, receiver or 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 on effect, (i) with respect to the earlier to occur Second Lien Collateral Agent, the Second Lien Secured Parties and the Second Lien Obligations, upon the later of (x1) (a) the release of all collateral under the Indenture and (b) the date upon which the obligations under the Indenture terminate if there are no other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which there has been a such Second Lien Obligations terminate and (ii) subject to Section 5.6, with respect to the First Lien Collateral Agent, the First Lien Secured Parties and the First Lien Obligations, the date of Discharge of First Lien Obligations and no Excess First Lien Obligations remain outstanding and (y) the date on which there has been a Discharge of Second Lien Obligations and no Excess Second Lien Obligations remain outstanding, in each caseObligations, subject to Sections 5.6 and the rights of the First Lien Secured Parties under Section 6.5; provided, however, that no termination shall relieve any party of its obligations incurred hereunder prior to the date of termination.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by each of the parties hereto. 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 Notes Agent or any other Second Lien Claimholder subject to the Second Lien Notes 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 Lien Notes Agent, on behalf of itself and each other Second Lien Claimholder, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. . (b) Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor Credit Party shall include the Company or such Grantor Credit Party as debtor and debtor‑in‑possession debtor-in-possession and any receiver, receiver or trustee or similar person for the Company or any other Grantor such Credit Party (as the case may be) in any Insolvency or Liquidation Proceeding. . (c) This Agreement shall terminate and be of no further force and effect with respect to the Collateral Trustee, the Administrative Agent, any Other Administrative Agent, any L/C Issuer, the other First-Lien Secured Parties and the Obligations, on the earlier to occur date of (x) the date on which there has been a Discharge of First Lien Obligations and no Excess First Lien Obligations remain outstanding and (y) the date on which there has been a Discharge of Second Lien Obligations and no Excess Second Lien Obligations remain outstanding, in each caseObligations, subject to Sections 5.6 the rights of the Collateral Trustee, the Administrative Agent, any Other Administrative Agent, the L/C Issuer and 6.5; provided, however, that no termination shall relieve any party of its obligations incurred hereunder prior the other First-Lien Secured Parties under Section 6.3. (d) References in this Agreement to the date “Other Credit Agreement,” “Other Administrative Agent,” “Issuing Bank,” “L/C Issuer,” “Other Lenders,” “Other Required Lenders” and “Reimbursement Agreement” shall be effective on and after the Other Credit Agreement Effective Date upon compliance with the following: (i) each Secured Debt Representative, the Other Administrative Agent and the L/C Issuer shall have received an Officer’s Certificate stating that indebtedness incurred pursuant to the Other Credit Agreement and the Reimbursement Agreement (including any guarantees thereof by the Credit Parties) entered into by one or more Credit Parties is permitted (if addressed therein, or, otherwise not prohibited) by the Financing Documents at the time the Other Credit Agreement and the Reimbursement Agreement are entered into, to be secured by a first-priority Lien on the Collateral; and (ii) the other Administrative Agent and the L/C Issuer shall have executed and delivered to the Collateral Trustee an Accession Agreement in accordance with the provisions of terminationthis Agreement pursuant.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Notes Administrative Agent or any other Second Lien Claimholder subject to the Second Lien Notes Credit 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 but subject to the terms hereof. The Second Lien Notes Administrative Agent, on behalf of itself and each other the Second Lien ClaimholderClaimholders, and First Lien Administrative Agent, on behalf of itself and the First Lien Claimholders, each hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor‑in‑possession debtor-in-possession and any receiver, receiver or 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 on effect, (i) with respect to the earlier to occur Second Lien Administrative Agent, the Second Lien Claimholders and the Second Lien Obligations, upon the later of (x1) the date on upon which there the obligations under the Second Lien Credit Agreement terminate and payment has been a made in full in cash of all other Second Lien Obligations outstanding on such date and (2) if there are other Second Lien Obligations outstanding on such date, the date upon which such Second Lien Obligations terminate and (ii) with respect to the First Lien Administrative Agent, the First Lien Claimholders and the First Lien Obligations, the date of Discharge of First Lien Obligations and no Excess First Lien Obligations remain outstanding and (y) the date on which there has been a Discharge of Second Lien Obligations and no Excess Second Lien Obligations remain outstanding, in each caseObligations, subject to Sections the rights of the First Lien Claimholders under Section 5.6 and Section 6.5; provided, however, that no termination shall relieve any party of its obligations incurred hereunder prior to the date of termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First First-Lien Claimholders Creditors may continue, at any time and without notice to the Second Second-Lien Notes Collateral Agent or any other Second Second-Lien Claimholder subject to the Second Lien Notes DocumentsCreditor, 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 First-Lien Obligations in reliance hereofhereon. The Second Second-Lien Notes Collateral Agent, on behalf of itself and each the other Second Second-Lien ClaimholderCreditors, hereby agrees that it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement, and waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, E-24 in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a “subordination agreement” within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable non-bankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company Borrower or any other Grantor shall include the Company Borrower or such Grantor as debtor and debtor‑in‑possession debtor-in-possession and any receiver, receiver or trustee or similar person for the Company 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 on effect, (i) with respect to the earlier to occur Second-Lien Collateral Agent, the other Second-Lien Creditors and the Second-Lien Subordinated Obligations, upon the later of (x1) the date upon which the obligations under the Second-Lien Subordinated Notes Documents terminate if there are no other Second-Lien Subordinated Obligations outstanding on such date and (2) if there are other Second-Lien Subordinated Obligations outstanding on such date, the date upon which there has been a such Second-Lien Subordinated Obligations terminate and (ii) with respect to the First-Lien Collateral Agent, the other First-Lien Creditors and the First-Lien Obligations, the date of the Discharge of First First-Lien Obligations and no Excess First Lien Obligations remain outstanding and (y) the date on which there has been a Discharge of Second Lien Obligations and no Excess Second Lien Obligations remain outstanding, in each caseObligations, subject to Sections 5.6 and 6.5; provided, however, that no termination shall relieve any party the rights of its obligations incurred hereunder prior to the date First-Lien Creditors under Section 6.5 of terminationthis Agreement.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Notes Collateral Agent or any other Second Lien Claimholder (subject to the Second Lien Notes Loan Documents), to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Borrower or any Grantor Loan Party constituting First Lien Obligations in reliance hereofhereon. The Second Lien Notes Collateral Agent, on behalf of itself and each other the Second Lien ClaimholderClaimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company Borrower or any other Grantor Loan Party shall include the Company Borrower or such Grantor Loan Party as debtor and debtor‑in‑possession debtor in possession and any receiver, receiver or trustee or similar person for the Company Borrower or any other Grantor Loan Party (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect on effect: (i) with respect to the earlier First Lien Collateral Agent, the First Lien Claimholders and the First Lien Obligations, the date of Discharge of all First Lien Obligations, subject to occur the rights of the First Lien Claimholders under Section 6.05; and (xii) with respect to the Second Lien Collateral Agent, the Second Lien Claimholders and the Second Lien Obligations, upon the later of (i) the date on upon which the obligations under the Second Lien Credit Agreement terminate if there has been a Discharge of First Lien Obligations and are no Excess First Lien Obligations remain outstanding and (y) the date on which there has been a Discharge of other Second Lien Obligations outstanding on such date and no Excess (ii) if there are other Second Lien Obligations remain outstandingoutstanding on such date, in each case, subject to Sections 5.6 and 6.5; provided, however, that no termination shall relieve any party of its obligations incurred hereunder prior to the date of terminationupon which such Second Lien Obligations terminate.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Notes Collateral Agent or any other Second Lien Claimholder subject to the Second Lien Notes DocumentsClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company either Borrower or any Grantor constituting First Lien Obligations in reliance hereofhereon. The Second Lien Notes Collateral Agent, on behalf of itself and each other Second Lien Claimholder, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company either Borrower or any other Grantor shall include the Company such Borrower or such Grantor as debtor and debtor‑in‑possession debtor-in-possession and any receiver, trustee or similar person for the Company either 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 effect: (a) with respect to the First Lien Collateral Agent, the First Lien Claimholders and the First Lien Obligations, on the earlier to occur of (x) the date on which there has been a Discharge of the First Lien Obligations and no Excess are Discharged, subject to the rights of such First Lien Obligations remain outstanding Claimholders under Section 6.5; and (b) with respect to the Second Lien Collateral Agent, the Second Lien Claimholders and (y) the Second Lien Obligations, on the date on which there has been a Discharge of the Second Lien Obligations and no Excess Second Lien Obligations remain outstanding, in each caseare Discharged, subject to Sections 5.6 and the rights of such Second Lien Claimholders under Section 6.5; provided, however, that no in each case, such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First First-Lien Claimholders Creditors may continue, at any time and without notice to the Second Second-Lien Notes Collateral Agent or any other Second Second-Lien Claimholder subject to the Second Lien Notes DocumentsCreditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company Parent Borrower or any other Grantor constituting First First-Lien Obligations in reliance hereofhereon. The Second Second-Lien Notes Collateral Agent, on behalf of itself and each the other Second Second-Lien ClaimholderCreditors, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement is intended to constitute and shall be deemed to constitute a "subordination agreement" within the meaning of Section 510(a) of the Bankruptcy Code and is intended to be and shall be interpreted to be enforceable to the maximum extent permitted pursuant to applicable nonbankruptcy law. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company Parent Borrower or any other Grantor shall include the Company Parent Borrower or such Grantor as debtor and debtor‑in‑possession debtor-in-possession and any receiver, receiver or trustee or similar person for the Company Parent 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 on effect, (i) with respect to the earlier to occur Second-Lien Collateral Agent, the other Second-Lien Creditors and the Second-Lien Obligations, upon the later of (x1) the date upon which the obligations under the Second-Lien Credit Agreement terminate if there are no other Second-Lien Obligations outstanding on such date and (2) if there are other Second-Lien Obligations outstanding on such date, the date upon which there has been a such Second-Lien Obligations terminate and (ii) with respect to the U.S. First-Lien Collateral Agent, the other First-Lien Creditors and the First-Lien Obligations, the date of the Discharge of First First-Lien Obligations and no Excess First Lien Obligations remain outstanding and (y) the date on which there has been a Discharge of Second Lien Obligations and no Excess Second Lien Obligations remain outstanding, in each caseObligations, subject to Sections 5.6 and the rights of the First-Lien Creditors under Section 6.5; provided, however, that no termination shall relieve any party of its obligations incurred hereunder prior to the date of termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Notes Agent Collateral Trustee or any other Second Lien Claimholder subject to the Second Lien Notes 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 Lien Notes AgentCollateral Trustee, on behalf of itself and each other Second Lien Claimholder, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor‑in‑possession 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 on the earlier to occur of (x) the date on which there has been a Discharge of First Lien Obligations and no Excess First Lien Obligations remain outstanding and (y) the date on which there has been a Discharge of Second Lien Obligations and no Excess Second Lien Obligations remain outstanding, in each case, subject to Sections 5.6 and 6.5; provided, however, that no termination shall relieve any party of its obligations incurred hereunder prior to the date of termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Parity Lien Notes Collateral Agent or any other Second Parity Lien Claimholder subject to the Second Parity Lien Notes 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 Parity Lien Notes Collateral Agent, on behalf of itself and each other Second the Parity Lien ClaimholderClaimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor‑in‑possession debtor-in-possession and any receiver, receiver or 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 on effect: (a) with respect to the earlier to occur of (x) First Lien Collateral Agent, the First Lien Claimholders and the First Lien Obligations, the date on which there has been a of Discharge of First Lien Obligations and no Excess Obligations, subject to the rights of the First Lien Obligations remain outstanding Claimholders under Section 6.5; and (b) with respect to the Parity Lien Collateral Agent, the Parity Lien Claimholders and the Parity Lien Obligations, upon the later of (y1) the date on upon which the obligations under each of the Parity Lien Documents terminate if there has been a Discharge of Second are no other Parity Lien Obligations outstanding on such date and no Excess Second (2) if there are other Parity Lien Obligations remain outstandingoutstanding on such date, in each case, subject to Sections 5.6 and 6.5; provided, however, that no termination shall relieve any party of its obligations incurred hereunder prior to the date of terminationupon which such Parity Lien Obligations terminate.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the any Second Lien Notes Agent Representative or any other Second Lien Claimholder subject to the Second Lien Notes DocumentsClaimholder, 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 hereofhereon. The Each Second Lien Notes Representative and each Second Lien Collateral Agent, on behalf of itself and each other Second Lien ClaimholderClaimholder represented by it, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good good-faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor‑in‑possession 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 effect: (a) with respect to any First Lien Representative and any First Lien Collateral Agent, the First Lien Claimholders represented by them and their First Lien Obligations, on the earlier to occur of (x) the date on which there has been a Discharge of the First Lien Obligations and no Excess of such First Lien Obligations remain outstanding Claimholders are Discharged, subject to Sections 5.6 and 6.5; and (yb) with respect to any Second Lien Representative and any Second Lien Collateral Agent, the Second Lien Claimholders represented by them and their Second Lien Obligations, on the date on which there has been a Discharge of the Second Lien Obligations and no Excess of such Second Lien Obligations remain outstanding, in each caseClaimholders are Discharged, subject to Sections 5.6 and 6.5; provided, however, that no in each case, such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien Lien subordination and each of the First Lien Claimholders and the Second Lien Claimholders may continue, at any time and without notice to the any Second Lien Notes Collateral Agent or any other Second Lien Claimholder subject to the Second or any First Lien Notes DocumentsCollateral Agent or any other First Lien Claimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor Obligor constituting First Lien Obligations or Second Lien Obligations in reliance hereofhereon. The Each Second Lien Notes Collateral Agent, on behalf of itself and each other its Related Second Lien ClaimholderClaimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each First Lien Collateral Agent, on behalf of itself and its Related First Lien Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. Each Representative, on behalf of itself and its Related Claimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor Obligor shall include the Company or such Grantor Obligor as debtor and debtor‑in‑possession debtor-in-possession and any receiver, trustee or similar person Person for the Company or any other Grantor Obligor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect on effect: (a) with respect to any First Lien Collateral Agent, the earlier to occur of (x) other First Lien Claimholders and the date on which there has been a First Lien Obligations, upon the Discharge of First Lien Obligations Obligations, subject to Section 5.6 and no Excess the rights of the First Lien Obligations remain outstanding Claimholders under Section 6.5; and (b) with respect to any Second Lien Collateral Agent, the other Second Lien Claimholders and (y) the date on which there has been a Second Lien Obligations, upon the Discharge of Second Lien Obligations and no Excess Second Lien Obligations remain outstandingObligations. Notwithstanding the foregoing, in each case, subject to Sections 5.6 and 6.5; provided, however, that no such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Notes Collateral Agent or any other Second Lien Claimholder subject to the Second Lien Notes Note Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of Parent, the Company or any Grantor constituting First Lien Obligations in reliance hereof. The Second Lien Notes Collateral Agent, on behalf of itself and each other the Second Lien ClaimholderClaimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to Parent, the Company or any other Grantor shall include the such Parent, such Company or such Grantor as debtor and debtor‑in‑possession debtor in possession and any receiverreceiver or trustee for Parent, 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 on effect: (a) with respect to the earlier to occur of (x) First Lien Collateral Agent, the First Lien Claimholders and the First Lien Obligations, the date on which there has been a of Discharge of First Lien Obligations and no Excess Obligations, subject to the rights of the First Lien Obligations remain outstanding Claimholders under Section 6.5; and (b) with respect to the Second Lien Collateral Agent, the Second Lien Claimholders and the Second Lien Obligations, upon the later of (y1) the date on upon which the obligations under the Senior Secured Note Indenture terminate if there has been a Discharge of are no other Second Lien Obligations outstanding on such date and no Excess (2) if there are other Second Lien Obligations remain outstandingoutstanding on such date, in each case, subject to Sections 5.6 and 6.5; provided, however, that no termination shall relieve any party of its obligations incurred hereunder prior to the date of terminationupon which such Second Lien Obligations terminate.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Notes Collateral Agent or any other Second Lien Claimholder subject to the Second Lien Notes Note Facility 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 Lien Notes Collateral Agent, on behalf of itself and each other the Second Lien ClaimholderClaimholders, hereby waives any right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor‑in‑possession 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 on effect: (i) with respect to the earlier to occur of (x) First Lien Collateral Agent, the First Lien Claimholders and the First Lien Obligations, the date on which there has been a of Discharge of First Lien Obligations and no Excess Obligations, subject to the rights of the First Lien Obligations remain outstanding Claimholders under Section 6.5; and (ii) with respect to the Second Lien Collateral Agent, the Second Lien Claimholders and the Second Lien Obligations, upon the later of (y1) the date on upon which the obligations under the Indenture terminate if there has been a Discharge of are no other Second Lien Obligations outstanding on such date and no Excess (2) if there are other Second Lien Obligations remain outstandingoutstanding on such date, in each case, subject to Sections 5.6 and 6.5; provided, however, that no termination shall relieve any party of its obligations incurred hereunder prior to the date of terminationupon which such Second Lien Obligations terminate.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This is a continuing agreement of lien subordination and the First Lien Claimholders may continue, at any time and without notice to the Second Lien Notes Agent Agents or any other Second Lien Claimholder subject to the Second Lien Notes Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Company or any Grantor grantor constituting First Lien Obligations in reliance hereof. The Second Lien Notes AgentAgents, on behalf of itself themselves and each other the Second Lien ClaimholderClaimholders, hereby waives waive any right it they 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, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. The parties hereto shall endeavor in good faith negotiations to replace any invalid, illegal or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to those of the invalid, illegal or unenforceable provisions. All references to the Company or any other Grantor grantor shall include the Company or such Grantor grantor as debtor and debtor‑in‑possession debtor-in-possession and any receiver, receiver or trustee or similar person for the Company or any other Grantor grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect effect: (a) with respect to the First Lien Agents, the First Lien Claimholders and the First Lien Obligations, on the earlier to occur date of (x) the date on which there has been a Discharge of First Lien Obligations and no Excess Obligations, subject to the rights of the First Lien Obligations remain outstanding Claimholders under Section 5.5; and (b) with respect to the Second Lien Agents, the Second Lien Claimholders and the Second Lien Obligations, upon the later of (y1) the date on upon which the obligations under the Second Lien Credit Agreement terminate if there has been a Discharge of are no other Second Lien Obligations outstanding on such date and no Excess (2) if there are other Second Lien Obligations remain outstandingoutstanding on such date, in each case, subject to Sections 5.6 and 6.5; provided, however, that no termination shall relieve any party of its obligations incurred hereunder prior to the date of terminationupon which such Second Lien Obligations terminate.