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 all of the parties hereto and shall be a continuing agreement of debt and lien subordination until Payment in Full of Loan Document Priority Debt or Payment in Full of Txxxxxx Debt. Agent and the other Loan Document Claimholders may continue, at any time, without notice to Txxxxxx, to extend credit and other financial accommodations to or for the benefit of Parent or any of its Subsidiaries constituting Loan Document Debt. Agent and the other Loan Document Claimholders may, at any time and from time to time in accordance with the Loan Documents or applicable law, without the consent of, and without notice to, Txxxxxx, without incurring any liabilities to Txxxxxx and without impairing or releasing the Lien priorities and other benefits provided in this Agreement amend, renew, exchange, extend, modify, or supplement or increase in any manner any Liens held by Agent or any other Loan Document Claimholder, the Loan Document Debt, or any of the Loan Documents. Notwithstanding the foregoing, Agent agrees on behalf of itself and the other Loan Document Claimholders that the Commitments under the Loan Documents shall terminate on March 31, 2013 unless Txxxxxx in his sole discretion shall agree in a writing delivered to Agent to extend such date. Agent and Txxxxxx each hereby waives any right it or he 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. The provisions of this Agreement are intended to be and shall be enforceable as a subordination agreement within the meaning of Section 510 of the Bankruptcy Code. All references to Parent or any of its Subsidiaries shall include any such person as debtor and debtor-in-possession and any receiver or trustee for such person in any Insolvency Proceeding.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by all of the parties hereto and shall be hereto. This is a continuing agreement of debt and lien subordination until Payment in Full of Loan Document Priority Debt or Payment in Full of Txxxxxx Debt. Agent and the other Loan Document First Lien Claimholders may continue, at any time, time and without notice to TxxxxxxSecond Lien Agent or any other Second Lien Claimholder, to extend credit and other financial accommodations to or for the benefit of Parent or any of its Subsidiaries Grantor constituting Loan Document DebtFirst Lien Debt in reliance hereof. Second Lien Agent and the other Loan Document Claimholders may, at any time and from time to time in accordance with the Loan Documents or applicable law, without the consent of, and without notice to, Txxxxxx, without incurring any liabilities to Txxxxxx and without impairing or releasing the Lien priorities and other benefits provided in this Agreement amend, renew, exchange, extend, modify, or supplement or increase in any manner any Liens held by Agent or any other Loan Document Claimholder, the Loan Document Debt, or any of the Loan Documents. Notwithstanding the foregoing, Agent agrees on behalf of itself and the other Loan Document Claimholders that the Commitments under the Loan Documents shall terminate on March 31, 2013 unless Txxxxxx in his sole discretion shall agree in a writing delivered to Agent to extend such date. Agent and Txxxxxx each hereby waives any right it or he 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. The provisions Any provision of this Agreement are intended to be that is prohibited or unenforceable shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall be enforceable as a subordination agreement within the meaning of Section 510 of the Bankruptcy Codenot invalidate or render unenforceable such provision in any other jurisdiction. All references to Parent or any of its Subsidiaries Grantor shall include any 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 First Lien Agent, the other First Lien Claimholders, and the First Lien Debt, on the date that the First Lien Debt is paid in U.S. Dollars in full in cash or immediately available funds and all commitments, if any, to extend credit to Borrower are terminated or have expired; and (b) with respect to Second Lien Agent, the other Second Lien Claimholders, and the Second Lien Debt, on the date that the Second Lien Debt is paid in U.S. Dollars in full in cash or immediately available funds and all commitments, if any, to extend credit to Borrower are terminated or have expired.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by all of the parties hereto and shall be hereto. This is a continuing agreement of debt and lien subordination until Payment in Full of Loan Document Priority Debt or Payment in Full of Txxxxxx Debt. Agent and the other Loan Document First Lien Claimholders may continue, at any time, without notice to TxxxxxxXxxxxx, to extend credit and other financial accommodations to or for the benefit of Parent or any of its Subsidiaries constituting Loan Document DebtFirst Lien Debt in reliance hereof. First Lien Agent and the other Loan Document First Lien Claimholders may, at any time and from time to time in accordance with the Loan First Lien Documents or applicable law, without the consent of, and without notice to, TxxxxxxXxxxxx, without incurring any liabilities to Txxxxxx Xxxxxx and without impairing or releasing the Lien priorities and other benefits provided in this Agreement (even if any right of subrogation or other right or remedy of Xxxxxx is affected, impaired, or extinguished thereby) amend, renew, exchange, extend, modify, or supplement or increase in any manner any Liens held by First Lien Agent or any other Loan Document First Lien Claimholder, the Loan Document First Lien Debt, or any of the Loan First Lien Documents. Notwithstanding the foregoing, Agent agrees on behalf of itself and the other Loan Document Claimholders that the Commitments under the Loan Documents shall terminate on March 31, 2013 unless Txxxxxx in his sole discretion shall agree in a writing delivered to Agent to extend such date. Agent and Txxxxxx each Xxxxxx hereby waives any right it or he she 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. The provisions of this Agreement are intended to be and shall be enforceable as a subordination agreement within the meaning of Section 510 of the Bankruptcy Code. All references to Parent or any of its Subsidiaries shall include any such person as debtor and debtor-in-possession and any receiver or trustee for such person in any Insolvency Proceeding.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by all of the parties hereto and shall be a continuing agreement of debt and lien subordination until Payment in Full of Loan Document Priority Debt or Payment in Full of Txxxxxx Debt. Agent and the other Loan Document Claimholders may continue, at any time, without notice to Txxxxxx, to extend credit and other financial accommodations to or for the benefit of Parent or any of its Subsidiaries constituting Loan Document Debt. Agent and the other Loan Document Claimholders may, at any time and from time to time in accordance with the Loan Documents or applicable law, without the consent of, and without notice to, Txxxxxx, without incurring any liabilities to Txxxxxx and without impairing or releasing the Lien priorities and other benefits provided in this Agreement amend, renew, exchange, extend, modify, or supplement or increase in any manner any Liens held by Agent or any other Loan Document Claimholder, the Loan Document Debt, or any of the Loan Documents. Notwithstanding the foregoing, Agent agrees on behalf of itself and the other Loan Document Claimholders that the Commitments under the Loan Documents shall terminate on March 31, 2013 unless Txxxxxx in his sole discretion shall agree in a writing delivered to Agent to extend such date. Agent and Txxxxxx each hereby waives any right it or he 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. The provisions of this Agreement are intended to be and shall be enforceable as a subordination agreement within the meaning of Section 510 of the Bankruptcy Code. All references to Parent or any of its Subsidiaries shall include any such person as debtor and debtor-in-possession and any receiver or trustee for such person in any Insolvency Proceeding.

Effectiveness; Continuing Nature of this Agreement; Severability. This Agreement shall become effective when executed and delivered by all of the parties hereto and shall be hereto. This is a continuing agreement of debt and lien subordination until Payment in Full of Loan Document Priority Debt or Payment in Full of Txxxxxx Debt. Agent and the other Loan Document First Lien Claimholders may continue, at any time, time and without notice to TxxxxxxSecond Lien Agent or any other Second Lien Claimholder, to extend credit and other financial accommodations to or for the benefit of Parent or any of its Subsidiaries Grantor constituting Loan Document DebtFirst Lien Debt in reliance hereof. Second Lien Agent and the other Loan Document Claimholders may, at any time and from time to time in accordance with the Loan Documents or applicable law, without the consent of, and without notice to, Txxxxxx, without incurring any liabilities to Txxxxxx and without impairing or releasing the Lien priorities and other benefits provided in this Agreement amend, renew, exchange, extend, modify, or supplement or increase in any manner any Liens held by Agent or any other Loan Document Claimholder, the Loan Document Debt, or any of the Loan Documents. Notwithstanding the foregoing, Agent agrees on behalf of itself and the other Loan Document Claimholders that the Commitments under the Loan Documents shall terminate on March 31, 2013 unless Txxxxxx in his sole discretion shall agree in a writing delivered to Agent to extend such date. Agent and Txxxxxx each hereby waives any right it or he 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. The provisions Any provision of this Agreement are intended to be that is prohibited or unenforceable shall not invalidate the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall be enforceable as a subordination agreement within the meaning of Section 510 of the Bankruptcy Codenot invalidate or render unenforceable such provision in any other jurisdiction. All references to Parent or any of its Subsidiaries Grantor shall include any 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 First Lien Agent, the other First Lien Claimholders, and the First Lien Debt, on the date that the First Lien Debt is paid in U.S. Dollars in full in cash or immediately available funds and all commitments, if any, to extend credit to Borrowers are terminated or have expired; and (b) with respect to Second Lien Agent, the other Second Lien Claimholders, and the Second Lien Debt, on the date that the Second Lien Debt is paid in U.S. Dollars in full in cash or immediately available funds and all commitments, if any, to extend 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 all of the parties hereto and shall be on the date hereof. This is a continuing agreement of debt and lien subordination until Payment in Full of Loan Document Priority Debt or Payment in Full of Txxxxxx Debt. Agent and the other Loan Document ABL Agent, the ABL Claimholders and the Priority Lien Debt Collateral Agents and the Priority Lien Claimholders may continue, at any time, time and without notice to Txxxxxxany of the others, to extend credit and other financial accommodations and lend monies to or for the benefit of Parent the Company or any of its Subsidiaries constituting Loan Document DebtGrantor in reliance hereon. Agent and the other Loan Document Claimholders may, at any time and from time to time in accordance with the Loan Documents or applicable law, without the consent of, and without notice to, Txxxxxx, without incurring any liabilities to Txxxxxx and without impairing or releasing the Lien priorities and other benefits provided in this Agreement amend, renew, exchange, extend, modify, or supplement or increase in any manner any Liens held by Agent or any other Loan Document Claimholder, the Loan Document Debt, or any of the Loan Documents. Notwithstanding the foregoing, Agent agrees on behalf of itself and the other Loan Document Claimholders that the Commitments under the Loan Documents shall terminate on March 31, 2013 unless Txxxxxx in his sole discretion shall agree in a writing delivered to Agent to extend Each such date. Agent and Txxxxxx each Person hereby waives any right it or he may have under applicable law to revoke this Agreement or any of the provisions of this AgreementAgreement (including, without limitation, any such right arising under Section 1129(b) of the Bankruptcy Code). The terms of this Agreement shall survive, and shall continue in full force and effect, in any Insolvency Proceeding. The provisions relative rights, as provided for in this Agreement, will continue after the commencement of any such Insolvency Proceeding on the same basis as prior to the date of the commencement of any such case, as provided in this Agreement. If any provision of this Agreement are intended to is invalid, illegal or unenforceable in any respect or in any jurisdiction, the validity, legality and enforceability of such provision in all other respects and of all remaining provisions, and of such provision in all other jurisdictions, will not in any way be and shall be enforceable as a subordination agreement within the meaning of Section 510 of the Bankruptcy Codeaffected or impaired thereby. All references to Parent the Company or any of its Subsidiaries other Grantor shall include any the Company or such person Grantor as debtor and debtor-in-possession and any receiver or trustee for such person the Company or any other Grantor (as the case may be) in any Insolvency Proceeding. This Agreement shall terminate and be of no further force and effect until the earlier to occur of: (a) with respect to the Priority Lien Debt Collateral Agents, the Priority Lien Claimholders and the Priority Lien Obligations, on the date of the Discharge of the Priority Lien Obligations, subject to the rights of the ABL Agent and ABL Claimholders under Section 6.4; and (b) with respect to the ABL Agent, the ABL Claimholders and the ABL Obligations, on the date of the Discharge of ABL Obligations, on the date of the Discharge of Priority Lien Obligations, subject to the rights of the Priority Lien Debt Collateral Agents and the Priority Lien Claimholders under Section 6.4. For the avoidance of doubt, if a Discharge of ABL Obligations occurs, to the extent that ABL Obligations are reinstated in accordance with Section 6.4, the Discharge of ABL Obligations shall (effective upon the reinstatement of such ABL Obligations, as applicable) be deemed to no longer be effective. If a Discharge of Priority Lien Obligations occurs, to the extent that Priority Lien Obligations are reinstated in accordance with Section 6.4, the Discharge of Priority Lien Obligations shall (effective upon the reinstatement of such Priority Lien Obligations, as applicable) be deemed to no longer be effective.