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

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. Each of the Second Priority Indenture Trustee and the Second Priority Collateral Trustee, (each on behalf of itself and the other Second Priority Claimholders) and the First Priority Indenture Trustee and the First Priority Collateral Trustee (each on behalf of itself and the other First Priority Claimholders), hereby waive any right, privilege or power it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect on the date of Discharge of First Priority Obligations, subject to the rights, privileges and powers of the First Priority Collateral Trustee and the other First Priority Claimholders under Sections 5.5 and 6.5.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of the Second Priority Indenture Trustee lien subordination and the Second Priority Collateral TrusteeABL Claimholders and Term Loan Claimholders may each continue, (each on behalf of itself at any time and without notice to the other Second Priority Claimholders) , to extend credit and other financial accommodations and lend monies to or for the First Priority Indenture Trustee and the First Priority Collateral Trustee (each on behalf benefit of itself and the other First Priority Claimholders)any Grantor constituting ABL Obligations or Term Loan Obligations, hereby waive any right, privilege or power it may have under as applicable law to revoke this Agreement or any of the provisions of this Agreementin reliance hereof. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect on upon the date earliest to occur of the Discharge of First Priority Obligations, subject to ABL Obligations (in accordance with the rights, privileges and powers provisions hereof) or the Discharge of Term Loan Obligations (in accordance with the First Priority Collateral Trustee and the other First Priority Claimholders under Sections 5.5 and 6.5provisions hereof).

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of the Second Priority Indenture Trustee lien subordination and the Second Priority Collateral TrusteeABL Claimholders and Term Loan Claimholders may each continue, (each on behalf of itself at any time and without notice to the other Second Priority Claimholders) , to extend credit and other financial accommodations and lend monies to or for the First Priority Indenture Trustee and the First Priority Collateral Trustee (each on behalf benefit of itself and the other First Priority Claimholders)any Grantor constituting ABL Obligations or Term Loan Obligations, hereby waive any right, privilege or power it may have under as applicable law to revoke this Agreement or any of the provisions of this Agreementin reliance hereof. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that which is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-possession and any receiver or trustee for the Company or any other Grantor (as the case may be) in any Insolvency or Liquidation Proceeding. This Agreement shall terminate and be of no further force and effect on upon the date earliest to occur of the Discharge of First Priority Obligations, subject to ABL Obligations (in accordance with the rights, privileges and powers of the First Priority Collateral Trustee and the other First Priority Claimholders under Sections 5.5 and 6.5provisions hereof).

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of Lien and payment subordination and Senior Claimholders may continue, at any time and without notice to the Second Priority Indenture Trustee Junior Agent or any other Junior Claimholder, to extend credit and other financial accommodations to or for the Second Priority Collateral Trustee, (each on behalf benefit of itself and the other Second Priority Claimholders) and the First Priority Indenture Trustee and the First Priority Collateral Trustee (each on behalf of itself and the other First Priority Claimholders), any Grantor constituting Senior Lien Obligations in reliance hereof. The Junior Agent hereby waive waives any right, privilege or power right it may have under applicable law to revoke this Agreement or any of the provisions of this Agreement. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Company or any other Grantor shall include the Company or such Grantor as debtor and debtor-in-possession and any receiver receiver, interim receiver, trustee-in-bankruptcy, or trustee other similar Person for the Company 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 on the date of the Discharge of First Priority Senior Lien Obligations, subject to the rights, privileges and powers of the First Priority Collateral Trustee and the other First Priority Claimholders under Sections 5.5 and 6.5.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by the parties hereto. Each This is a continuing agreement of the Second Priority Indenture Trustee and the Second Priority Collateral Trustee, lien subordination (each on behalf of itself and the other Second Priority Claimholdersas opposed to debt or claim subordination) and the First Priority Indenture Trustee ABL Revolving Claimholders may continue, at any time and without notice to any Term Agent or the First Priority Collateral Trustee (each on behalf Term Claimholders, to extend credit and other financial accommodations to or for the benefit of itself and the other First Priority Claimholders), hereby waive any right, privilege or power it may have under applicable law to revoke this Agreement or any of the provisions of this AgreementGrantor constituting ABL Revolving Ob- ligations in reliance hereon. The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency or Liquidation Proceeding. Consistent with, but not in limitation of, the preceding sen- tence, the ABL Revolving Collateral Agent and each Term Agent, on behalf of the applicable Claimhold- ers, 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 in any jurisdiction shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. All references to the Company or any other Grantor shall include the Company or such Grantor as debt- or and debtor and debtor-in-in possession and any receiver or trustee for the Company 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 on the date of that the Discharge of First Priority Obligations, subject to ABL Revolving Obligations or the rights, privileges and powers Discharge of the First Priority Collateral Trustee and the other First Priority Claimholders under Sections 5.5 and 6.5Term Obligations has occurred.