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 Creditors may continue, at any time and without notice to the Second-Lien Collateral Agent or any other Second-Lien Creditor, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any other Grantor constituting First-Lien Obligations in reliance hereon. The Second-Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, 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, 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 which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any other Grantor shall include the Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the 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, (i) with respect to the Second-Lien Collateral Agent, the other Second-Lien Creditors and the Second-Lien Subordinated Obligations, upon the later of (1) 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 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-Lien Obligations, subject to the rights of the First-Lien Creditors under Section 6.5 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 lien subordination and the First-First Lien Creditors Claimholders may continue, at any time and without notice to the Second-Second Lien Collateral Agent Agent, any Permitted Additional Second Lien Obligations Representative, or any other Second-Second Lien CreditorClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any other Grantor constituting First-First Lien Obligations Debt in reliance hereonhereof. The Second-Second Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, Agent 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, 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 which that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any other Grantor shall include the Borrower or such Grantor as debtor and debtor-in-possession debtor‑in‑possession and any receiver or trustee for the Borrower or any other such Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, : (ia) with respect to the Second-First Lien Collateral Agent, the other Second-First Lien Creditors Claimholders, and the Second-First Lien Subordinated ObligationsDebt, upon the later of (1) on the date upon which that the obligations under the Second-First Lien Subordinated Notes Documents terminate Debt is paid in U.S. Dollars in full in cash or immediately available funds and all commitments, if there any, to extend credit to Borrowers are no other Second-Lien Subordinated Obligations outstanding on such date and terminated or have expired; and (2) if there are other Second-Lien Subordinated Obligations outstanding on such date, the date upon which such Second-Lien Subordinated Obligations terminate and (iib) with respect to the First-Second Lien Collateral Agent, each Permitted Additional Second Lien Obligations Representative, the other First-Second Lien Creditors Claimholders, and the First-Second Lien ObligationsDebt, on the date of that the Discharge of First-Second Lien ObligationsDebt is paid in U.S. Dollars in full in cash or immediately available funds and all commitments, subject if any, to the rights of the First-Lien Creditors under Section 6.5 of this Agreementextend credit to EAC are terminated or have expired.

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 Creditors Claimholders may continue, at any time and without notice to the Second-Second Lien Collateral Agent or any other Second-Second Lien CreditorClaimholder subject to the Second Lien Loan Documents, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any other Grantor constituting First-First Lien Obligations in reliance hereonhereof. The Second-First Lien Collateral Agent, on behalf of itself and the other Second-First Lien Creditors, 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 AgreementClaimholders, and the Second Lien Agent, on behalf of itself and the Second 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. 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 which that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any other Grantor shall include the Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the 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, : (ia) with respect to the Second-First Lien Collateral Agent, the other Second-First Lien Creditors Claimholders and the Second-First Lien Subordinated Obligations, on the date of Discharge of First Lien Obligations, subject to the rights of the First Lien Claimholders under Section 6.6; and (b) with respect to the Second Lien Agent, the Second Lien Claimholders and the Second Lien Obligations, upon the later of (1) the date upon which the obligations under the Second-Second Lien Subordinated Notes Documents Credit Agreement terminate if there are no other Second-Second Lien Subordinated Obligations outstanding on such date and (2) if there are other Second-Second Lien Subordinated Obligations outstanding on such date, the date upon which such Second-Second Lien Subordinated Obligations terminate are paid in full in cash 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-Lien Obligations, subject to the rights of the First-Lien Creditors under Section 6.5 of this Agreementterminate.

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-Revolving Credit Claimholders and Second Lien Creditors Term Loan Claimholders may continue, at any time and without notice to the Second-Lien Collateral Agent or any other Second-Lien CreditorAgent, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any other Grantor constituting First-Lien Obligations in reliance hereon. The Second-Lien Collateral AgentEach of the Agents, on behalf of itself and the other Second-Revolving Credit Claimholders or the Second Lien CreditorsTerm Loan Claimholders, as the case may be, 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, 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 which that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any other Grantor shall include the Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the 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, : (ia) with respect to the Second-Lien Revolving Collateral Agent, the other Second-Lien Creditors Revolving Credit Claimholders and the Second-Lien Subordinated Revolving Credit Obligations, upon the later of (1) 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 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-Lien Revolving Credit Obligations, subject to the rights of the First-Lien Creditors Revolving Credit Claimholders under Section 6.5 7.1; and (b) with respect to the Second Lien Term Loan Collateral Agent, the Second Lien Term Loan Claimholders and the Second Lien Term Loan Obligations, on the date of this Agreementthe Discharge of Second Lien Term Loan Obligations, subject to the rights of the Second Lien Term Loan Claimholders under Section 7.1.

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 Lien subordination and the First-First Lien Creditors Claimholders may continue, at any time and without notice to the Second-Lien Collateral Agent Trustee or any other Second-Second Lien CreditorClaimholder, subject to the provisions of this Agreement, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any other Grantor Obligor constituting First-First Lien Obligations in reliance hereonhereof and subject to the terms hereof. The Second-Lien Collateral AgentTrustee, on behalf of itself and the other Second-Second Lien CreditorsClaimholders, 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 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 non-bankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references Subject to the Borrower or any other Grantor shall include the Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Section 7.4, this Agreement shall terminate and be of no further force and effect, (i) with respect to the Second-Lien Collateral AgentTrustee, the other Second-Second Lien Creditors Claimholders and the Second-Second Lien Subordinated Obligations, upon the later of (1x) the date upon which the obligations Secured Obligations under the Second-Lien Subordinated Notes Documents Indenture terminate if there are no other Second-Second Lien Subordinated Obligations outstanding on such date and (2y) if there are other Second-Second Lien Subordinated Obligations outstanding on such date, the date upon which such Second-Second Lien Subordinated Obligations terminate are paid in full and (ii) with respect to the First-First Lien Collateral Agent, the other First-First Lien Creditors Claimholders and the First-First Lien Obligations, the date of the Discharge of First-First Lien Obligations, subject to the rights of the First-Lien Creditors under Section 6.5 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 lien subordination and the First-First Lien Creditors Claimholders may continue, at any time and without notice to the Second-Second Lien Collateral Agent or any other Second-Second Lien CreditorClaimholder subject to the Second Lien Transaction Documents, to extend credit and other financial accommodations and lend monies not prohibited hereby to or for the benefit of the Borrower or any other Grantor Seller constituting First-First Lien Obligations in reliance hereonhereof. The Second-Second Lien Collateral Agent, on behalf of itself and the other Second-Second Lien CreditorsClaimholders, 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, 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 which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any other Grantor shall include the Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the 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, (i) with respect to the Second-Second Lien Collateral Agent, the other Second-Second Lien Creditors Claimholders and the Second-Second Lien Subordinated Obligations, upon the later of (1) the date upon which the obligations owing to the Second Lien Claimholders under the Second-Second Lien Subordinated Notes Documents terminate Receivables Purchase Agreement have been irrevocably paid in full and all commitments thereunder have been terminated if there are no other Second-Second Lien Subordinated Obligations outstanding on such date and (2) if there are other Second-Second Lien Subordinated Obligations outstanding on such date, the date upon which such Second-Second Lien Subordinated Obligations terminate have been irrevocably paid in full and all commitments of the Second Lien Claimholders with respect thereto have been terminated and (ii) with respect to the First-First Lien Collateral Agent, the other First-First Lien Creditors Claimholders and the First-First Lien Obligations, the date of the Discharge of First-First Lien Obligations, subject to the rights reinstatement of the First-First Lien Creditors under Section 6.5 of this AgreementObligations provided for herein.

Effectiveness; Continuing Nature of this Agreement; Severability. (a) This Agreement shall become effective when executed and delivered by the parties hereto. This Agreement shall be effective both before and after the commencement of any Insolvency or Liquidation Proceeding. All references to the Company or any other Grantor shall include the Company or any other Grantor as debtor and debtor-in possession and any receiver or trustee for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. (b) This is a continuing agreement of lien subordination agreement, and the First-First Lien Creditors Secured Parties of any Series may continue, at any time and without notice to the Second-any First Lien Collateral Agent or Secured Party of any other Second-Lien CreditorSeries, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower Company or any other Grantor constituting First-First Lien Obligations in reliance hereon. The Second-This Agreement shall terminate and be of no further force and effect with respect to any Representative or Collateral Agent or the First Lien Secured Parties represented by such Representative or Collateral AgentAgent and their First Lien Obligations, on behalf the date on which no First Lien Obligations of itself and the other Second-such First Lien CreditorsSecured Parties are any longer secured by, hereby agrees that it will not attemptor required to be secured by, 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 Collateral pursuant to the terms of this Agreement. the applicable First Lien Documents, subject to the rights of the First Lien Secured Parties under Section 2.06; provided, however, that such termination shall not relieve any such party of its obligations incurred hereunder prior to the date of such termination. (c) 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 non-bankruptcy law. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any other Grantor shall include the Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the 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, (i) with respect to the Second-Lien Collateral Agent, the other Second-Lien Creditors and the Second-Lien Subordinated Obligations, upon the later of (1) 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 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-Lien Obligations, subject to the rights of the First-Lien Creditors under Section 6.5 of this Agreement.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. This Except as set forth herein, this is a continuing agreement of lien subordination and the First-First Lien Creditors Claimholders may continue, at any time and without notice to the Second-Second Lien Collateral Agent Representative or any other Second-Second Lien CreditorClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any other Grantor Obligor constituting First-First Lien Obligations in reliance hereonhereof. The Second-Second Lien Collateral AgentRepresentative, on behalf of itself and the other Second-Second Lien CreditorsClaimholders, 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 AgreementAgreement absent fraud or material misrepresentation by any other party hereto with respect to the transactions contemplated hereby. 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 non-bankruptcy law. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any other Grantor Obligor shall include the Borrower or such Grantor Obligor as debtor and debtor-in-debtor in possession and any receiver or trustee for the Borrower 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, (ia) with respect to the Second-Second Lien Collateral AgentRepresentative, the other Second-Second Lien Creditors Claimholders and the Second-Second Lien Subordinated Obligations, upon the later of (1i) the date upon which the obligations under the Second-Second Lien Subordinated Notes Documents Indenture terminate if there are no other Second-Second Lien Subordinated Obligations outstanding on such date and (2ii) if there are other Second-Second Lien Subordinated Obligations outstanding on such date, the date upon which such Second-Second Lien Subordinated Obligations terminate and (iib) with respect to the First-First Lien Collateral AgentRepresentative, the other First-First Lien Creditors Claimholders and the First-First Lien Obligations, the date of upon the Discharge of First-First Lien Obligations, subject to the rights of the First-First Lien Creditors Claimholders under Section 6.5 of this Agreement6.5.

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 Creditors Claimholders may continue, at any time and without notice to the Second-Second Lien Collateral Agent Trustee or any other Second-Second Lien CreditorClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower Parent or any other Grantor constituting First-First Lien Obligations in reliance hereonhereof. The Second-Second Lien Collateral AgentTrustee, on behalf of itself and the other Second-Second Lien CreditorsClaimholders, 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, 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 which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower Parent or any other Grantor shall include the Borrower Parent or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrower Parent 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, (i) with respect to the Second-Second Lien Collateral AgentTrustee, the other Second-Second Lien Creditors Claimholders and the Second-Second Lien Subordinated Obligations, upon the later of (1) the date upon which the obligations under the Second-Lien Subordinated Notes Documents Indenture terminate if there are no other Second-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 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-Lien Obligations, subject to the rights of the First-Lien Creditors under Section 6.5 of this Agreement.and

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 Creditors may continue, at any time and without notice to the Second-Second Lien Collateral Agent or any other Second-Second Lien CreditorClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower Company, the Parent or any other Grantor constituting First-First Lien Obligations in reliance hereon. The Second-Second Lien Collateral Agent, on behalf of itself and the other Second-Second Lien CreditorsClaimholders, 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, in any Insolvency or Liquidation Proceeding. Without limiting the generality of the foregoing, this Agreement Agreement, which 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 Code, shall be interpreted to be enforceable to effective before, during and after the maximum extent permitted pursuant to applicable non-bankruptcy lawcommencement of an Insolvency or Liquidation Proceeding. Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower Company, the Parent or any other Grantor shall include the Borrower Company, the Parent or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrower Company, the Parent 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, (i) with respect to the Second-Second Lien Collateral Agent, the other Second-Second Lien Creditors Claimholders and the Second-Second Lien Subordinated Obligations, upon the later of (1) the date upon which the obligations under the Second-Second Lien Subordinated Notes Documents terminate if there are no other Second-Second Lien Subordinated Obligations outstanding on such date and (2) if there are other Second-Second Lien Subordinated Obligations outstanding on such date, the date upon which such Second-Second Lien Subordinated Obligations terminate and (ii) with respect to the First-First Lien Collateral Agent, the other First-First Lien Creditors and the First-First Lien Obligations, the date of the Discharge of First-First Lien Obligations, subject to the rights of the First-First Lien Creditors under Section 5.6 (including that such date shall be deemed not to have occurred in the event of any contemporaneous or subsequent Refinancing of the Credit Agreement with Indebtedness secured by a first priority Lien in any of the Collateral) or Section 6.5 of this AgreementAgreement and except to the extent any such term or provision, by its terms, survives any Discharge of First 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 lien subordination and the First-First Lien Creditors Claimholders may continue, at any time and without notice to the Second-Second Lien Collateral Agent or any other Second-Second Lien CreditorClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the any Borrower or any other Grantor constituting First-First Lien Obligations in reliance hereonhereof. The Second-Second Lien Collateral Agent, on behalf of itself and the other Second-Second Lien CreditorsClaimholders, 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, 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 which that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the any Borrower or any other Grantor shall include the such Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the any Borrower or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, : (ia) with respect to the Second-First Lien Collateral Agent, the other Second-First Lien Creditors Claimholders and the Second-First Lien Subordinated Obligations, on the date of Discharge of First Lien Obligations, subject to the rights of the First Lien 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 (1) the date upon which the obligations under the Second-Second Lien Subordinated Notes Documents Credit Agreement 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 such Second-all 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-Lien Obligations, subject to the rights of the First-Lien Creditors under Section 6.5 of this Agreementterminate.

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 Creditors Secured Parties may continue, at any time and without notice to the Second-Second Lien Collateral Agent or any other Second-Second Lien CreditorSecured Party, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any other Grantor Grantors constituting First-First Lien Obligations in reliance hereon. The Second-Second Lien Collateral Agent, on behalf of itself and the other Second-Second Lien CreditorsSecured Parties, 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, 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 which that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any other Grantor shall include the Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the 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, : (ia) with respect to the Second-First Lien Secured Parties and the First Lien Obligations, on the date of Discharge of First Lien Obligations, subject to Section 5.5 and the rights of the First Lien Secured Parties under Section 6.5; and (b) with respect to the Second Lien Collateral Agent, the other Second-Second Lien Creditors Secured Parties and the Second-Second Lien Subordinated Obligations, upon the later of (1) the date upon which the obligations under the Second-Second Lien Subordinated Notes Documents Indenture terminate if there are no other Second-Second Lien Subordinated Obligations outstanding on such date and (2) if there are other Second-Second Lien Subordinated Obligations outstanding on such date, the date upon which such Second-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-Lien Obligations, subject to the rights of the First-Lien Creditors under Section 6.5 of this Agreementare paid in full.

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 Creditors Claimholders may continue, at any time and without notice to the Second-any Second Lien Collateral Agent or any other Second-Lien CreditorClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any other Grantor constituting First-First Lien Obligations in reliance hereon. The Second-Each Second Lien Collateral Agent, on behalf of itself and the other Second-Lien Creditors, Claimholder 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, survive and shall continue in full force and effect, 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 non-bankruptcy law. Any provision of this Agreement which that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any other Grantor shall include the Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Borrower or any other such 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 PDL, the First Lien Claimholders and the First Lien Obligations, on the date of the Discharge of First Lien Obligations, subject to the rights of the First Lien Claimholders under Section 6.5; and (ib) with respect to the Second-Second Lien Collateral Agent, the other Second-Lien Creditors Claimholders and the Second-Second Lien Subordinated Obligations, upon the later of (1) the date upon which the obligations under the Second-Lien Subordinated Notes Documents Note Purchase Agreement terminate if there are no other Second-Second Lien Subordinated Obligations outstanding on such date and (2) if there are other Second-Second Lien Subordinated Obligations outstanding on such date, the date upon which such Second-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-Lien Obligations, subject to the rights of the First-Lien Creditors under Section 6.5 of this Agreementterminate.

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 Creditors Claimholders may continue, at any time and without notice to the Second-Second Lien Collateral Agent or any other Second-Second Lien CreditorClaimholder, to extend credit and other financial accommodations and lend monies to or for the benefit of the Borrower or any other Grantor constituting First-First Lien Obligations in reliance hereonhereof. The Second-Second Lien Collateral Agent, on behalf of for itself and the other Second-Second Lien CreditorsClaimholders, 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, 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 which that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Borrower or any other Grantor shall include the Borrower or such Grantor as debtor and debtor-in-possession and any receiver or trustee Lender for the Borrower or any other such Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect, : (ia) with respect to on the Second-date that the First Lien Collateral AgentObligations are paid in full, the other Second-First Lien Creditors Loan Documents and the Second-ISDA Master Agreement have terminated, and no First Lien Subordinated Obligations, upon Claimholder has any further obligation to advance amounts or extend credit to or on behalf of the later of Borrower; or (1b) on the date upon which that the obligations under the Second-Second Lien Subordinated Notes Documents terminate if there Obligations 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 such Second-Lien Subordinated Obligations terminate and (ii) with respect to the First-Lien Collateral Agent, the other First-Lien Creditors paid in full and the First-Second Lien Obligations, Agent and other Second Lien Claimholders have no further obligation to advance amounts or extend credit to or for the date benefit of the Discharge of First-Borrower which is secured by the Second Lien Obligations, subject to the rights of the First-Lien Creditors under Section 6.5 of this AgreementCollateral.