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 debt and lien subordination and the Senior Lenders may continue, at any time and without notice to any Subordinated Lender, to extend credit and other financial accommodations to or for the benefit of the Borrower constituting Senior Obligations in reliance hereof. Each Subordinated Lender 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 Proceeding. Any provision of this Agreement that is prohibited or unenforceable shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any person shall include such person as debtor and debtor-in-possession and any receiver or trustee for such person in any Insolvency Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the Senior Lenders, and the Senior Obligations, on the date of Discharge of the Senior Obligations; and (b) with respect to the Subordinated Lenders, and the Subordinated Obligations, on the date that the Subordinated Obligations are paid in full in a manner that is not in violation of this 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 debt and lien subordination and the Senior Lenders First Lien Creditors may continue, at any time and without notice to Collateral Agent or any Subordinated LenderSecond Lien Creditor, to extend credit and other financial accommodations to or for the benefit of the Borrower any Grantor constituting Senior First Lien Priority Obligations in reliance hereof. Each Subordinated Lender Collateral 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, and shall continue in full force and effect, in any Insolvency Proceeding. Any provision of this Agreement that is prohibited or unenforceable shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any person Grantor shall include such person Grantor as debtor and debtor-in-possession and any receiver or trustee for such person Grantor in any Insolvency Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the Senior LendersFirst Lien Agent, First Lien Creditors, and the Senior First Lien Obligations, on the date of Discharge of that the Senior ObligationsFirst Lien Obligations are paid in full; and (b) with respect to the Subordinated LendersCollateral Agent, Second Lien Creditors, and the Subordinated Second Lien Obligations, on the date that the Subordinated Second Lien Obligations are paid in full in a manner that is not in violation of this Agreementfull.

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 debt and lien subordination and the Senior Lenders First Lien Claimholders may continue, at any time and without notice to Second Lien Trustee or any Subordinated LenderSecond Lien Claimholder, to extend credit and other financial accommodations to or for the benefit of the Borrower any Grantor constituting Senior First Lien Priority Obligations in reliance hereof. Each Subordinated Lender Second Lien Trustee 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 Proceeding. Any provision of this Agreement that is prohibited or unenforceable shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any person Grantor shall include such person Grantor as debtor and debtor-in-possession and any receiver or trustee for the such person Grantor in any Insolvency Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the Senior LendersFirst Lien Agent, First Lien Claimholders, and the Senior First Lien Obligations, on the date of Discharge of that the Senior ObligationsFirst Lien Obligations are paid in full; and (b) with respect to the Subordinated LendersSecond Lien Trustee, Second Lien Claimholders, and the Subordinated Second Lien Obligations, on the date that the Subordinated Second Lien Obligations are paid in full in a manner that is not in violation of this Agreementfull.

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 debt and lien subordination (as opposed to debt or claim subordination) and the Senior Lenders ABL Claimholders may continue, at any time and without notice to Notes Agent or any Subordinated Lenderother Notes Claimholder, to extend credit and other financial accommodations to or for the benefit of the Borrower any Grantor constituting Senior ABL Obligations in reliance hereof. Each Subordinated Lender of Notes Agent and ABL 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, and shall continue in full force and effect, in any Insolvency Proceeding. Consistent with, but not in limitation of, the preceding sentence, ABL Agent and the Notes Agent, on behalf of the applicable Claimholders, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement that is prohibited or unenforceable shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any person Grantor shall include such person Grantor as debtor and debtor-in-possession and any receiver or trustee for such person Grantor in any Insolvency Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the Senior Lenders, and the Senior Obligations, on the date of Discharge of the Senior Obligations; and (b) with respect to the Subordinated Lenders, and the Subordinated Obligations, on the date that the Subordinated Obligations are paid in full in a manner that is not in violation of this 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 debt and lien subordination and the Senior Lenders Revolver Claimholders may continue, at any time and without notice to Term Loan Agent or any Subordinated LenderTerm Loan Claimholder, to extend credit and other financial accommodations to or for the benefit of the Borrower any Grantor constituting Senior Revolver Priority Obligations in reliance hereof. Each Subordinated Lender This is a continuing agreement of lien subordination and Term Loan Claimholders may continue, at any time and without notice to Revolver Agent or any Revolver Claimholder, to extend credit and other financial accommodations to or for the benefit of any Grantor constituting Term Loan Priority Obligations in reliance hereof. Term Loan Agent and Revolver Agent 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 Proceeding. Any provision of this Agreement that is prohibited or unenforceable shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any person Grantor shall include such person Grantor as debtor and debtor-in-possession and any receiver, interim receiver or trustee for the such person Grantor in any Insolvency Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the Senior Lenders, and the Senior Obligations, on the date of Discharge of the Senior Obligations; and (b) with respect to the Subordinated Lenders, and the Subordinated Obligations, on the date that the Subordinated Obligations are paid in full in a manner that is not in violation of this 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 debt and lien Lien subordination and the Senior Lenders Claimholders may continue, at any time and without notice to Junior Agent or any Subordinated LenderJunior Claimholder, to extend credit and other financial accommodations to or for the benefit of the Borrower any Grantor constituting Senior Lien Obligations in reliance hereof. Each Subordinated Lender Junior 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, and shall continue in full force and effect, in any Insolvency Proceeding. Any provision of this Agreement that is prohibited or unenforceable shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any person Grantor shall include such person Grantor as debtor and debtor-in-possession and any receiver, interim receiver, receiver and manager, trustee-in-bankruptcy, liquidator, administrator or trustee other similar Person for such person Grantor in any Insolvency Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the each Senior LendersAgent, Senior Claimholders, and the Senior Lien Obligations, on the date of the Discharge of the Senior Lien Obligations; and (b) with respect to the Subordinated LendersJunior Agent, Junior Claimholders, and the Subordinated Junior Lien Obligations, on the date that of the Subordinated Obligations are paid in full in a manner that is not in violation Discharge of this AgreementJunior Lien Obligations.

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 debt and lien subordination and the Senior Lenders US Revolving Credit Collateral Agent, the Revolving Credit Claimholders and the Notes Collateral Agent and the Notes Claimholders may continue, at any time and without notice to any Subordinated LenderAgent or any other Person, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower constituting Senior Obligations any Grantor in reliance hereofhereon. Each Subordinated Lender The US Revolving Credit Collateral Agent, on behalf of itself and the Revolving Credit Claimholders, and the Notes Collateral Agent, on behalf of itself and the Notes 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 not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any person Grantor shall include such person Grantor as debtor and debtor-in-possession and any receiver or trustee for such person any Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the Senior Lenders, and the Senior Obligations, on the date of Discharge of the Senior Obligations; and (b) with respect to the Subordinated Lenders, and the Subordinated Obligations, on the date that the Subordinated Obligations are paid in full in a manner that is not in violation of this 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 debt and lien Lien subordination and the Senior Lenders Claimholders may continue, at any time and without notice to Junior Agent or any Subordinated LenderJunior Claimholder, to extend credit and other financial accommodations to or for the benefit of the Borrower any Grantor constituting Senior Lien Obligations in reliance hereof. Each Subordinated Lender Junior 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, and shall continue in full force and effect, in any Insolvency Proceeding. Any provision of this Agreement that is prohibited or unenforceable shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any person Grantor shall include such person Grantor as debtor and debtor-in-possession and any receiver receiver, interim receiver, trustee-in-bankruptcy, or trustee other similar Person for such person Grantor in any Insolvency Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the Senior Lenders, and the Senior Obligations, effect on the date of the Discharge of the Senior Lien Obligations; and (b) with respect to the Subordinated Lenders, and the Subordinated Obligations, on the date that the Subordinated Obligations are paid in full in a manner that is not in violation of this 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 debt and lien subordination and the Senior Lenders Claimholders may continue, at any time and without notice to the other Agent or any Subordinated Lenderother Claimholder, to extend credit and other financial accommodations to or for the benefit of the Borrower any Grantor constituting Senior Priority Obligations in reliance hereof. Each Subordinated Lender 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, and shall continue in full force and effect, in any Insolvency Proceeding. Any provision of this Agreement that is prohibited or unenforceable shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any person Grantor shall include such person Grantor as debtor and debtor-in-possession and any receiver or trustee agent for such person Grantor in any Insolvency Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the Senior LendersABL Agent, ABL Claimholders, and the Senior ABL Obligations, on the date of Discharge of that the Senior ObligationsABL Obligations are paid in full as set forth in the ABL Loan Agreement; and (b) with respect to the Subordinated LendersTerm Agent, Term Loan Claimholders, and the Subordinated Term Loan Obligations, on the date that the Subordinated Term Loan Obligations are paid in full in a manner that is not in violation of this Agreementfull.

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 debt and lien subordination and the Senior Lenders First Lien Claimholders may continue, at any time and without notice to Second Lien Trustee or any Subordinated LenderSecond Lien Claimholder, to extend credit and other financial accommodations to or for the benefit of the Borrower any Grantor constituting Senior First Lien Priority Obligations in reliance hereof. Each Subordinated Lender Second Lien Trustee 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 Proceeding. Any provision of this Agreement that is prohibited or unenforceable shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any person Grantor shall include such person Grantor as debtor and debtor-in-possession and any receiver or trustee for the such person Grantor in any Insolvency Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the Senior LendersFirst Lien Lender, First Lien Claimholders, and the Senior First Lien Obligations, on the date of Discharge of that the Senior ObligationsFirst Lien Obligations are paid in full; and (b) with respect to the Subordinated LendersSecond Lien Trustee, Second Lien Claimholders, and the Subordinated Second Lien Obligations, on the date that the Subordinated Second Lien Obligations are paid in full in a manner that is not in violation of this Agreementfull.

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 debt and lien subordination and the Senior Lenders Claimholders may continue, at any time and without notice to the other Agent or any Subordinated Lenderother Claimholder, to extend credit and other financial accommodations to or for the benefit of the Borrower any Obligor constituting Senior Priority Obligations in reliance hereof. Each Subordinated Lender 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, and shall continue in full force and effect, in any Insolvency Proceeding. Any provision of this Agreement that is prohibited or unenforceable shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any person Obligor shall include such person Obligor as debtor and debtor-in-possession and any receiver or trustee agent for such person Obligor in any Insolvency Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the Senior LendersABL Agent, ABL Claimholders, and the Senior ABL Obligations, on the date of Discharge that the ABL Obligations are paid in full as set forth in the ABL Loan Agreement and all commitments of the Senior ObligationsABL Lenders under the ABL Loan Agreement are terminated; and (b) with respect to the Subordinated LendersTerm Agent, Term Loan Claimholders, and the Subordinated Term Loan Obligations, on the date that the Subordinated Term Loan Obligations are paid in full in a manner that is not in violation of this Agreementfull.

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 debt and lien subordination (as opposed to debt or claim subordination) and the Senior Lenders First Lien Credit Facility Claim- holders may continue, at any time and without notice to any Subordinated Lenderthe Notes Collateral Agent or the Notes Claim- holders, to extend credit and other financial accommodations to or for the benefit of the Borrower constituting Senior any Grantor consti- tuting First Lien Obligations in reliance hereof. Each Subordinated Lender 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 con- tinue in full force and effect, in any Insolvency Proceeding. Consistent with, but not in limitation of, the preceding sentence, the First Lien Credit Facility Agent and the Notes Collateral Agent, on behalf of the applicable Claimholders, irrevocably acknowledges that this Agreement constitutes a “subordination agreement” within the meaning of both New York law and Section 510(a) of the Bankruptcy Code. Any provision of this Agreement that is prohibited or unenforceable shall not invalidate the remaining provisions provi- sions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any person Grantor shall include such person Grantor as debtor and debtor-in-debtor in possession and any receiver or trustee for such person Grantor in any Insolvency Proceeding. This Agreement shall terminate and be of no further force and effect: (a) with respect to the Senior Lenders, and the Senior Obligations, on the date of Discharge of the Senior Obligations; and (b) with respect to the Subordinated Lenders, and the Subordinated Obligations, effect on the date that the Subordinated Dis- charge of First Lien Obligations are paid in full in a manner that is not in violation or the Discharge of this AgreementNotes Obligations has occurred.

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 debt and lien subordination and the Senior Lenders Claimholders may continue, at any time and without notice to any Subordinated LenderClaimholder, to extend credit and other financial accommodations to or for the benefit of the Borrower any Grantor constituting Senior Obligations ABL Debt or Term Debt in reliance hereof. Each Subordinated Lender 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, and shall continue in full force and effect, in any Insolvency Proceeding. Any provision of this Agreement that is prohibited or unenforceable shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to any person Grantor shall include such person Grantor as debtor and debtor-in-possession and any receiver or trustee for such person Grantor in any Insolvency Proceeding. This Agreement shall terminate and be of no further force and effect: : (ai) with respect to the Senior Lenders, ABL Claimholders and the Senior ObligationsABL Debt, on the date of Discharge of the Senior Obligations; and (b) with respect to the Subordinated Lenders, and the Subordinated Obligations, on the date that the Subordinated Obligations are paid indefeasible payment in full in a manner that is not in violation cash of this Agreement.the ABL Debt (other than ABL Hedging Obligations and Bank Product Obligations and indemnity and other contingent obligations as to which no claim has been asserted), the cancellation or expiration of all Letters of Credit issued under the