Common use of Discharge; Reinstatement in Certain Circumstances Clause in Contracts

Discharge; Reinstatement in Certain Circumstances. The Guarantor’s obligations hereunder shall remain in full force and effect until the latest to occur of: (i) payment in full in cash of all Debt outstanding, together with all interest (including interest accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such interest is, or would be, allowed in such proceeding under any Debtor Relief Law) and premium thereon, under the Guaranteed Documents and the termination of all Commitments; (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing under the Guaranteed Documents (including legal fees and other expenses, costs or charges in each case payable thereunder and accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such proceeding under any Debtor Relief Law); and (iii) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to the Facility Agent) of, all Letters of Credit issued or deemed issued under the Guaranteed Documents. (the occurrence of all of the foregoing being referred to herein as “Discharge of Finance Obligations”). No payment or payments made by any other Group Obligor or any other Person or received or collected by any Guaranteed Finance Party from any other Group Obligor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder, it being understood that the Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of Finance Obligations. If at any time any payment by any other Group Obligor or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any other Group Obligor or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, such other Group Obligor or other Person or any substantial part of its respective property or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the Guarantor’s liability hereunder.

Discharge; Reinstatement in Certain Circumstances. The Each Canadian Guarantor’s obligations hereunder shall remain in full force and effect until the latest to occur of: of (i) payment in full in cash of all Debt outstanding, together with all the principal of and interest (including interest accruing on or after the commencement of any proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding), whether or not a claim for such interest is, or would be, allowed in such proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding) and premium thereonpremium, if any, on all indebtedness outstanding under the Guaranteed Documents Revolving Credit Facility and the termination of all Commitments; commitments to lend or otherwise extend credit to the Loan Parties under the Finance Documents, (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing under at or prior to the Guaranteed Documents time such principal and interest are paid (including reasonable and documented legal fees and other out-of-pocket expenses, costs or charges in each case payable thereunder and accruing on or after the commencement of any proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding, in each case, due in accordance with the Finance Documents, but excluding contingent indemnification obligations); and , (iii) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to required by the Facility AgentCredit Agreement) of, all Letters of Credit issued or deemed issued under the Guaranteed Loan Documents. , (iv) termination or cash collateralization (in an amount required by the Credit Agreement) of all Secured Hedge Agreements, unless other arrangements reasonably satisfactory to the applicable Hedge Bank have been made with respect to such Secured Hedge Agreements and (v) termination or cash collateralization (in an amount required by the Credit Agreement) of all Secured Cash Management Agreements, unless other arrangements reasonably satisfactory to the applicable Cash Management Bank have been made with respect to such Cash Management Agreements (the occurrence of all of the foregoing being referred to herein as the “Discharge of Finance Obligations”). No payment or payments made by any other Group Obligor Other Loan Party or any other Person or received or collected by any Guaranteed Finance Secured Party from any other Group Obligor Other Loan Party or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Canadian Guarantor hereunder, it being understood that the each Canadian Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of Finance Obligations. If at any time any payment by any other Group Obligor Other Loan Party or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any other Group Obligor Other Loan Party or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, such other Group Obligor Other Loan Party or other Person or any a substantial part portion of its respective property or otherwise, the each Canadian Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The Each Canadian Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the each such Canadian Guarantor’s liability hereunder. Notwithstanding any other provision of this Agreement to the contrary, the Administrative Agent shall not be required to verify the payment of, or whether other satisfactory arrangements have been made with respect to Guaranteed Obligations arising under Canadian Secured Cash Management Agreements and Canadian Secured Hedge Agreements unless the Administrative Agent has received prior written notice of such Guaranteed Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Canadian Cash Management Bank or Canadian Hedge Bank, as the case may be.

Discharge; Reinstatement in Certain Circumstances. The Guarantor’s obligations hereunder shall remain in full force and effect until the latest to occur of: of (i) payment in full in cash of all Debt outstanding, together with all the principal of and interest (including interest accruing on or after the commencement of any proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding, whether or not a claim for such interest is, or would be, allowed in such proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding) and premium thereonpremium, if any, on all Debt in respect of AHL outstanding under the Guaranteed Loan Documents and the termination of all Commitments; commitments to lend or otherwise extend credit under the Loan Documents to AHL and (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing under at or prior to the Guaranteed Documents time such principal and interest are paid (including legal fees and other expenses, costs or charges in each case payable thereunder and accruing on or after the commencement of any proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such proceeding under any Debtor Relief Law); and (iiiInsolvency or Liquidation Proceeding but excluding unasserted contingent indemnification obligations) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to the Facility Agent) of, all Letters of Credit issued or deemed issued under the Guaranteed Documents. (the occurrence of all of the foregoing being referred to herein as “Discharge of Finance Guaranteed Obligations”). No payment or payments made by any other Group Obligor AHL or any other Person or received or collected by any Guaranteed Finance Party from any other Group Obligor AHL or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder, it being understood that the Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of Finance Guaranteed Obligations. If at any time any payment by any other Group Obligor AHL or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any other Group Obligor AHL or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, AHL or such other Group Obligor or other Person or any substantial part of its respective property or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the Guarantor’s liability hereunder.

Discharge; Reinstatement in Certain Circumstances. The Each Guarantor’s obligations hereunder shall remain in full force and effect until the latest to occur of: of (i) payment in full in cash of all Debt outstanding, together with all the principal of and interest (including interest accruing on or after the commencement of any proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding, whether or not a claim for such interest is, or would be, allowed in such proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding) and premium thereonpremium, if any, on all Indebtedness (other than contingent obligations) outstanding under the Guaranteed Loan Documents and the termination of all Commitments; commitments to lend or otherwise extend credit under the Loan Documents, and (ii) (A) payment in full in cash of all other Guaranteed Obligations (other than contingent obligations) that are due and payable or otherwise accrued and owing under at or prior to the Guaranteed Documents time such principal and interest are paid (including legal fees and other expenses, costs or charges in each case payable thereunder and accruing on or after the commencement of any proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such proceeding under any Debtor Relief Law); and Insolvency or Liquidation Proceeding but excluding unasserted contingent indemnification obligations) and (iiiB) termination, cancellation termination or cash collateralization (in an amount reasonably satisfactory to the Facility Agenteach applicable Hedge Bank or Cash Management Bank) of, of all Letters of Credit issued or deemed issued under the Guaranteed Documents. Secured Hedge Agreements and Secured Cash Management Agreements (the occurrence of all of the foregoing being referred to herein as “Discharge of Finance Obligations”). No payment or payments made by any other Group Obligor Other Loan Party or any other Person or received or collected by any Guaranteed Finance Secured Party from any other Group Obligor Other Loan Party or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder, it being understood that the each Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of Finance Obligations. If at any time any payment by any other Group Obligor Other Loan Party or any other Person of any ABL Credit Obligations constituting Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any other Group Obligor Other Loan Party or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, such other Group Obligor Other Loan Party or other Person or any substantial part of its respective property or otherwise, the each Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The Each Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the each such Guarantor’s liability hereunder.

Discharge; Reinstatement in Certain Circumstances. The Each Guarantor’s obligations hereunder shall remain in full force and effect until the latest to occur of: of (i) payment in full in cash of all Debt outstanding, together with all the principal of and interest (including interest accruing on or after the commencement of any proceeding under any Debtor Relief Lawand Insolvency or Liquidation Proceeding, whether or not a claim for such interest is, or would be, allowed in such proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding) and premium thereonpremium, if any, on all Debt outstanding under the Guaranteed Loan Documents and the termination of all Commitments; commitments to lend or otherwise extend credit under the Loan Documents and (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing under at or prior to the Guaranteed Documents time such principal and interest are paid (including legal fees and other expenses, costs or charges in each case payable thereunder and accruing on or after the commencement of any proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such proceeding under any Debtor Relief Law); and (iiiInsolvency or Liquidation Proceeding but excluding unasserted contingent indemnification obligations) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to the Facility Agent) of, all Letters of Credit issued or deemed issued under the Guaranteed Documents. (the occurrence of all of the foregoing being referred to herein as “Discharge of Finance Obligations”). No payment or payments made by any other Group Obligor Other Loan Party or any other Person or received or collected by any Guaranteed Finance Party from any other Group Obligor Other Loan Party or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder, it being understood that the each Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations (subject, in the case of Athene Life Re, to Section 2.01(d), and in the case of Athene Annuity Re, to Section 2.01(e)) until the Discharge of Finance Obligations. If at any time any payment by any other Group Obligor Other Loan Party or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any other Group Obligor Other Loan Party or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, such other Group Obligor Other Loan Party or other Person or any substantial part of its respective property or otherwise, the each Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The Each Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the each such Guarantor’s liability hereunder.

Discharge; Reinstatement in Certain Circumstances. The Each Guarantor’s obligations hereunder shall remain in full force and effect until the latest to occur of: of (i) payment in full in cash of all Debt outstanding, together with all the principal of and interest (including interest accruing on or after the commencement of any proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding, whether or not a claim for such interest is, or would be, allowed in such proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding) and premium thereonpremium, if any, on all Indebtedness outstanding under the Guaranteed Finance Documents and the termination of all Commitments; commitments to lend or otherwise extend credit under the Finance Documents, (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing under at or prior to the Guaranteed Documents time such principal and interest are paid (including legal fees and other expenses, costs or charges in each case payable thereunder and accruing on or after the commencement of any proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding but excluding Unmatured Surviving Obligations); and , (iii) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to the Facility Administrative Agent) of, all Letters of Credit issued or deemed issued under the Guaranteed Credit Documents. , (iv) termination or cash collateralization (in an amount reasonably satisfactory to the Administrative Agent) of all Swap Contracts and (v) termination or cash collateralization (in an amount reasonably satisfactory to the Administrative Agent) of all Cash Management Agreements (the occurrence of all of the foregoing being referred to herein as “Discharge of Finance Obligations”). No payment or payments made by any other Group Obligor Other Credit Party or any other Person or received or collected by any Guaranteed Finance Secured Party from any other Group Obligor Other Credit Party or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder, it being understood that the each Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of Finance Obligations. If at any time any payment by any other Group Obligor Other Credit Party or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any other Group Obligor Other Credit Party or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, such other Group Obligor Other Credit Party or other Person or any substantial part of its respective property or otherwise, the each Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The Each Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the each such Guarantor’s liability hereunder.

Discharge; Reinstatement in Certain Circumstances. The Guarantor’s 's obligations hereunder shall remain in full force and effect until the latest to occur of: (i) payment in full in cash of all Debt outstanding, together with all interest (including interest accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such interest is, or would be, allowed in such proceeding under any Debtor Relief Law) and premium thereon, under the Guaranteed Documents and the termination of all Commitments; (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing under the Guaranteed Documents (including legal fees and other expenses, costs or charges in each case payable thereunder and accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such proceeding under any Debtor Relief Law); and (iii) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to the Facility Agent) of, all Letters of Credit issued or deemed issued under the Guaranteed Documents. (the occurrence of all of the foregoing being referred to herein as “Discharge of Finance Obligations”). No payment or payments made by the Buyer, the Guarantor, any other Group Obligor guarantor or any other Person person or received or collected by any Guaranteed Finance Party the Seller from the Buyer, the Guarantor, any other Group Obligor guarantor or any other Person person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder, it being understood that the Guarantor hereunder which shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of Finance ObligationsObligations are paid in full. If at any time any payment by any other Group Obligor or any other Person the Buyer of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any other Group Obligor or other Person the Buyer or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, such other Group Obligor or other Person the Buyer or any substantial part of its respective property or otherwise, the Guarantor’s 's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the Guarantor’s 's liability hereunder.

Discharge; Reinstatement in Certain Circumstances. The Each Guarantor’s obligations hereunder shall remain in full force and effect until the latest Commitments have been terminated and the principal of and interest on the Notes and all other amounts payable by the Borrower and the Other Loan Parties under or with respect to occur of: (i) payment the Guaranteed Obligations have been irrevocably paid in full in cash of all Debt outstanding, together with all interest (including interest accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such interest is, or would be, allowed in such proceeding under any Debtor Relief Law) and premium thereon, under the Guaranteed Documents and the termination of all Commitments; (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing under the Guaranteed Documents (including legal fees and other expenses, costs or charges in each case payable thereunder and accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such proceeding under any Debtor Relief Law); and (iii) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to the Facility Agent) of, all Letters of Credit issued or deemed issued under the Guaranteed Documents. (the occurrence of all of the foregoing being referred to herein as “Discharge of Finance Obligations”)cash. No payment or payments made by the Borrower, any other Group Obligor Other Loan Party or any other Person or received or collected by any Guaranteed Finance Party from the Borrower, any other Group Obligor Other Loan Party or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder, it being understood that the each Guarantor shall, notwithstanding any such payment or payments, remain liable for the all outstanding Guaranteed Obligations until the Discharge of Finance Obligationssuch Guaranteed Obligations are irrevocably paid in full in cash. If at any time any payment by the Borrower, any other Group Obligor Other Loan Party or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any other Group Obligor the Borrower or such Other Loan Party or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, the Borrower or such other Group Obligor Other Loan Party or other Person or any substantial part of its respective property or otherwise, the each Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The Each Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the each Guarantor’s liability hereunder.

Discharge; Reinstatement in Certain Circumstances. The Each Subsidiary Guarantor’s obligations hereunder shall remain in full force and effect until (a) the latest Discharge of Senior Finance Obligations or (b) such time as such Subsidiary Guarantor is no longer required to occur of: (i) payment in full in cash of all Debt outstanding, together with all interest (including interest accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not be a claim for such interest is, or would be, allowed in such proceeding under any Debtor Relief Law) and premium thereon, Subsidiary Guarantor under the Guaranteed Documents and the termination of all Commitments; (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing under the Guaranteed Documents (including legal fees and other expenses, costs or charges in each case payable thereunder and accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such proceeding under any Debtor Relief Law); and (iii) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to the Facility Agent) of, all Letters of Credit issued or deemed issued under the Guaranteed Documents. (the occurrence of all of the foregoing being referred to herein as “Discharge of Finance Obligations”)Agreement. No payment or payments made by the Borrower, any other Group Obligor Loan Party or any other Person or received or collected by any Guaranteed Finance Party from the Borrower, any other Group Obligor Loan Party or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Subsidiary Guarantor hereunder, it being understood that the each Subsidiary Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of Senior Finance Obligations. If at any time any payment by the Borrower, any other Group Obligor Loan Party or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any the Borrower or such other Group Obligor Loan Party or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, the Borrower or such other Group Obligor Loan Party or other Person or any substantial part of its respective property or otherwise, the each Subsidiary Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had not been due but not made at such time. The Each Subsidiary Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the each Subsidiary Guarantor’s liability hereunder.

Discharge; Reinstatement in Certain Circumstances. The Each Guarantor’s obligations hereunder shall remain in full force and effect until the latest to occur of: (i) payment in full in cash the principal of all Debt outstanding, together with all and interest (including interest accruing on or after the commencement of any proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding, whether or not a claim for such interest is, or would be, allowed in such proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding) and premium thereonpremium, if any, on all Indebtedness outstanding under the Guaranteed Loan Documents and the termination of all Commitments; commitments to lend or otherwise extend credit under the Loan Documents, (ii) payment in full in cash of all other Guaranteed Second Lien Credit Obligations that are due and payable or otherwise accrued and owing under at or prior to the Guaranteed Documents time such principal and interest are paid (including legal fees and other expenses, costs or charges in each case payable thereunder and accruing on or after the commencement of any proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding but excluding contingent indemnification obligations); and (iii) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to the Facility Agent) of, all Letters of Credit issued or deemed issued under the Guaranteed Documents. (the occurrence of all of the foregoing subclauses (i) and (ii) being referred to herein as “Discharge of Finance Second Lien Credit Obligations”)) and (iii) such time as such Guarantor is no longer required to be a Guarantor under the Credit Agreement. No payment or payments made by the Borrower, any other Group Obligor Other Loan Party or any other Person or received or collected by any Guaranteed Finance Credit Party from the Borrower, any other Group Obligor Other Loan Party or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder, it being understood that the each Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of Finance Second Lien Credit Obligations. If at any time any payment by the Borrower, any other Group Obligor Other Loan Party or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any other Group Obligor the Borrower or such Other Loan Party or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, the Borrower or such other Group Obligor Other Loan Party or other Person or any substantial part of its respective property or otherwise, the each Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The Each Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the each Guarantor’s liability hereunder.

Discharge; Reinstatement in Certain Circumstances. The Each Guarantor’s obligations hereunder shall remain in full force and effect until the latest principal of and interest on the Amended and Restated Bridge Notes and all other amounts payable by the Borrower and the Other Credit Parties under or with respect to occur of: the Guaranteed Obligations (iother than contingent indemnification obligations) payment have been paid in full in cash of all Debt outstanding, together with all interest (including interest accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such interest is, or would be, allowed in such proceeding under any Debtor Relief Law) and premium thereon, under the Guaranteed Documents and the termination of all Commitments; (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing under the Guaranteed Documents (including legal fees and other expenses, costs or charges in each case payable thereunder and accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such proceeding under any Debtor Relief Law); and (iii) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to the Facility Agent) of, all Letters of Credit issued or deemed issued under the Guaranteed Documents. (the occurrence of all of the foregoing being referred to herein as “Discharge of Finance Obligations”)cash. No payment or payments made by the Borrower, any other Group Obligor Other Credit Party or any other Person or received or collected by any Guaranteed Finance Holder from the Borrower, any Other Credit Party from any other Group Obligor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder, it being understood that the each Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of Finance ObligationsGuaranteed Obligations (other than contingent indemnification obligations) are paid in full in cash. If at any time any payment by the Borrower, any other Group Obligor Other Credit Party or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any other Group Obligor the Borrower or such Other Credit Party or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, the Borrower or such other Group Obligor Other Credit Party or other Person or any substantial part of its respective property or otherwise, the each Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The Each Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the each Guarantor’s liability hereunder.

Discharge; Reinstatement in Certain Circumstances. The Each Guarantor’s obligations hereunder shall remain in full force and effect until the latest principal of and interest on the Convertible Notes and all other amounts payable by the Borrower and the Other Credit Parties under or with respect to occur of: the Guaranteed Obligations (iother than contingent indemnification obligations) payment have been paid in full in cash of all Debt outstanding, together with all interest (including interest accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such interest is, or would be, allowed in such proceeding under any Debtor Relief Law) and premium thereon, under the Guaranteed Documents and the termination of all Commitments; (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing under the Guaranteed Documents (including legal fees and other expenses, costs or charges in each case payable thereunder and accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such proceeding under any Debtor Relief Law); and (iii) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to the Facility Agent) of, all Letters of Credit issued or deemed issued under the Guaranteed Documents. (the occurrence of all of the foregoing being referred to herein as “Discharge of Finance Obligations”)cash. No payment or payments made by the Borrower, any other Group Obligor Other Credit Party or any other Person or received or collected by any Guaranteed Finance Holder from the Borrower, any Other Credit Party from any other Group Obligor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder, it being understood that the each Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of Finance ObligationsGuaranteed Obligations (other than contingent indemnification obligations) are paid in full in cash. If at any time any payment by the Borrower, any other Group Obligor Other Credit Party or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any other Group Obligor the Borrower or such Other Credit Party or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, the Borrower or such other Group Obligor Other Credit Party or other Person or any substantial part of its respective property or otherwise, the each Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The Each Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the each Guarantor’s liability hereunder.

Discharge; Reinstatement in Certain Circumstances. The Each Guarantor’s obligations hereunder shall remain in full force and effect until the latest to occur of: earlier of (i) payment the Discharge of Senior Credit Obligations (as defined in full in cash of all Debt outstanding, together with all interest (including interest accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such interest is, or would be, allowed in such proceeding under any Debtor Relief LawCredit Agreement) and premium thereon, under the Guaranteed Documents and the termination of all Commitments; (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing such time as such Guarantor is no longer required to be a Guarantor under the Guaranteed Documents Credit Agreement or pursuant to Section 5.11(b) of this Agreement (including legal fees and other expensessuch time, costs or charges in each case payable thereunder and accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such proceeding under any Debtor Relief Law); and (iii) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to the Facility Agent) of, all Letters of Credit issued or deemed issued under the Guaranteed Documents. (the occurrence of all of the foregoing being referred to herein as “Discharge of Finance ObligationsTermination Date”). No payment or payments made by any other Group Obligor Borrower, any Other Loan Party or any other Person or received or collected by any Guaranteed Finance Party from the Borrowers, any other Group Obligor Other Loan Party or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder, it being understood that the each Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of Finance ObligationsTermination Date. If at any time any payment by any other Group Obligor Borrower, any Other Loan Party or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, examinership, bankruptcy, Table of Contents dissolution, liquidation or reorganization of any other Group Obligor such Borrower or such Other Loan Party or other Person or upon or as a result of the appointment of a receiver, examiner, intervener or conservator of, or trustee or similar officer for, such other Group Obligor Borrower or such Other Loan Party or other Person or any substantial part of its respective property or otherwise, the each Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The Each Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the each Guarantor’s liability hereunder.

Discharge; Reinstatement in Certain Circumstances. The Guarantor’s obligations hereunder shall remain in full force and effect until the latest to occur of: (i) payment in full in cash of all Debt outstanding, together with all interest (including interest accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such interest is, or would be, allowed in such proceeding under any Debtor Relief Law) and premium thereon, under the Guaranteed Documents and the termination of all Commitments; (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing under the Guaranteed Documents (including legal fees and other expenses, costs or charges in each case payable thereunder and accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such proceeding under any Debtor Relief Law); and (iii) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to the Facility Agent) of, all Letters of Credit issued or deemed issued under the Guaranteed Documents. (the occurrence of all of the foregoing being referred to herein as “Discharge of Finance Obligations”). No payment or payments made by any other Group Obligor or any other Person or received or collected by any Guaranteed Finance Party from any other Group Obligor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder, it being understood that the Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of Finance Obligations. If at any time any payment by any other Group Obligor or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any other Group Obligor or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, such other Group Obligor or other Person or any substantial part of its respective property or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the Guarantor’s liability hereunder.. Parent Guaranty

Discharge; Reinstatement in Certain Circumstances. The Each Guarantor’s 's obligations hereunder shall remain in full force and effect until the latest Commitments have been terminated and the principal of and interest on the Loans, all LC Obligations and BA Reimbursement Obligations and all other amounts payable by any of the Borrowers and the Other Credit Parties under or with respect to occur of: (i) payment the Guaranteed Obligations have been irrevocably paid in full in cash of all Debt outstanding, together with all interest (including interest accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such interest is, or would be, allowed in such proceeding under any Debtor Relief Law) and premium thereon, under the Guaranteed Documents and the termination of all Commitments; (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing under the Guaranteed Documents (including legal fees and other expenses, costs or charges in each case payable thereunder and accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such proceeding under any Debtor Relief Law); and (iii) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to the Facility Agent) of, all Letters of Credit issued or deemed issued under the Guaranteed Documents. (the occurrence of all of the foregoing being referred to herein as “Discharge of Finance Obligations”)cash. No payment or payments made by any other Group Obligor of the Borrowers, any Other Credit Party or any other Person or received or collected by any Guaranteed Finance Party from any other Group Obligor of the Borrowers, any Other Credit Party or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder, it being understood that the each Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of Finance ObligationsGuaranteed Obligations are irrevocably paid in full in cash. If at any time any payment by any other Group Obligor of the Borrowers, any Other Credit Party or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any other Group Obligor of the Borrowers or such Other Credit Party or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, for any of the Borrowers or such other Group Obligor Other Credit Party or other Person or any substantial part of its respective property or otherwise, the each Guarantor’s 's obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The Each Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the each Guarantor’s 's liability hereunder.

Discharge; Reinstatement in Certain Circumstances. The Each Guarantor’s obligations hereunder shall remain in full force and effect until the latest to occur of: earlier of (i) payment the Discharge of Senior Credit Obligations (as defined in full in cash of all Debt outstanding, together with all interest (including interest accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such interest is, or would be, allowed in such proceeding under any Debtor Relief LawCredit Agreement) and premium thereon, under the Guaranteed Documents and the termination of all Commitments; (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing such time as such Guarantor is no longer required to be a Guarantor under the Guaranteed Documents Credit Agreement (including legal fees and other expensessuch time, costs or charges in each case payable thereunder and accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such proceeding under any Debtor Relief Law); and (iii) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to the Facility Agent) of, all Letters of Credit issued or deemed issued under the Guaranteed Documents. (the occurrence of all of the foregoing being referred to herein as “Discharge of Finance ObligationsTermination Date”). No payment or payments made by the Borrower, any other Group Obligor Other Loan Party or any other Person or received or collected by any Guaranteed Finance Party from the Borrower, any other Group Obligor Other Loan Party or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder, it being understood that the each Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of Finance ObligationsTermination Date. If at any time any payment by the Borrower, any other Group Obligor Other Loan Party or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, examinership, bankruptcy, dissolution, liquidation or reorganization of any other Group Obligor the Borrower or such Other Loan Party or other Person or upon or as a result of the appointment of a receiver, examiner, intervener or conservator of, or trustee or similar officer for, the Borrower or such other Group Obligor Other Loan Party or other Person or any substantial part of its respective property or otherwise, the each Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The Each Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the each Guarantor’s liability hereunder.

Discharge; Reinstatement in Certain Circumstances. The Each Guarantor’s obligations hereunder shall remain in full force and effect until the latest to occur of: of (i) payment in full in cash of all Debt outstanding, together with all the principal of and interest (including interest accruing on or after the commencement of any proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding, whether or not a claim for such interest is, or would be, allowed in such proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding) and premium thereonpremium, if any, on all Indebtedness outstanding under the Guaranteed Credit Documents and the termination of all Commitments; commitments to lend or otherwise extend credit under the Credit Documents, (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing under at or prior to the Guaranteed Documents time such principal and interest are paid (including legal fees and other expenses, costs or charges in each case payable thereunder and accruing on or after the commencement of any proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding but excluding Unmatured Surviving Obligations); and , (iii) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to the Facility Collateral Agent) of, all Letters of Credit issued or deemed issued under the Guaranteed Credit Documents. , (iv) termination or cash collateralization (in an amount reasonably satisfactory to the Collateral Agent) of all Swap Contracts and (v) termination or cash collateralization (in an amount reasonably satisfactory to the Collateral Agent) of all Cash Management Agreements (the occurrence of all of the foregoing being referred to herein as “Discharge of Finance Obligations”). No payment or payments made by any other Group Obligor Other Credit Party or any other Person or received or collected by any Guaranteed Finance Secured Party from any other Group Obligor Other Credit Party or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder, it being understood that the each Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of Finance Obligations. If at any time any payment by any other Group Obligor Other Credit Party or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any other Group Obligor Other Credit Party or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, such other Group Obligor Other Credit Party or other Person or any substantial part of its respective property or otherwise, the each Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The Each Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the each such Guarantor’s liability hereunder.

Discharge; Reinstatement in Certain Circumstances. The Guarantor’s obligations hereunder shall remain in full force and effect until the latest to occur of: (i) payment in full in cash of all Debt outstanding, together with all interest (including interest accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such interest is, or would be, allowed or allowable in such proceeding under any Debtor Relief Law) and premium thereon, under the Guaranteed Documents and the termination of all Commitments; (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing under the Guaranteed Documents (including legal fees and other expenses, costs or charges in each case payable thereunder and accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed or allowable in such proceeding under any Debtor Relief Law); and (iii) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to the Facility Agent) of, all Letters of Credit issued or deemed issued under the Guaranteed Documents. (the occurrence of all of the foregoing being referred to herein as “"Discharge of Finance Obligations”). No payment or payments made by any other Group Obligor or any other Person or received or collected by any Guaranteed Finance Party from any other Group Obligor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the Guarantor hereunder, it being understood that the Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of Finance Obligations. If at any time any payment by any other Group Obligor or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any other Group Obligor or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, such other Group Obligor or other Person or any substantial part of its respective property or otherwise, the Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the Guarantor’s liability hereunder.

Discharge; Reinstatement in Certain Circumstances. The Each Guarantor’s obligations hereunder shall remain in full force and effect until the latest to occur of: of (i) payment in full in cash of all Debt outstanding, together with all the principal of and interest (including interest accruing on or after the commencement of any proceeding under any Debtor Relief Lawand Insolvency or Liquidation Proceeding, whether or not a claim for such interest is, or would be, allowed in such proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding) and premium thereonpremium, if any, on all Debt outstanding under the Guaranteed Loan Documents and the termination of all Commitments; commitments to lend or otherwise extend credit under the Loan Documents and (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing under at or prior to the Guaranteed Documents time such principal and interest are paid (including legal fees and other expenses, costs or charges in each case payable thereunder and accruing on or after the commencement of any proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such proceeding under any Debtor Relief Law); and (iiiInsolvency or Liquidation Proceeding but excluding unasserted contingent indemnification obligations) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to the Facility Agent) of, all Letters of Credit issued or deemed issued under the Guaranteed Documents. (the occurrence of all of the foregoing being referred to herein as “Discharge of Finance Obligations”). No payment or payments made by any other Group Obligor Other Loan Party or any other Person or received or collected by any Guaranteed Finance Party from any other Group Obligor Other Loan Party or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder, it being understood that the each Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations (subject, in the case of Athene Life Re, to Section 2.01(d)) until the Discharge of Finance Obligations. If at any time any payment by any other Group Obligor Other Loan Party or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any other Group Obligor Other Loan Party or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, such other Group Obligor Other Loan Party or other Person or any substantial part of its respective property or otherwise, the each Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The Each Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the each such Guarantor’s liability hereunder.

Discharge; Reinstatement in Certain Circumstances. The Each Guarantor’s obligations hereunder shall remain in full force and effect until the latest principal of and interest on the Amended and Restated Convertible Notes and all other amounts payable by the Borrower and the Other Credit Parties under or with respect to occur of: the Guaranteed Obligations (iother than contingent indemnification obligations) payment have been paid in full in cash of all Debt outstanding, together with all interest (including interest accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such interest is, or would be, allowed in such proceeding under any Debtor Relief Law) and premium thereon, under the Guaranteed Documents and the termination of all Commitments; (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing under the Guaranteed Documents (including legal fees and other expenses, costs or charges in each case payable thereunder and accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such proceeding under any Debtor Relief Law); and (iii) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to the Facility Agent) of, all Letters of Credit issued or deemed issued under the Guaranteed Documents. (the occurrence of all of the foregoing being referred to herein as “Discharge of Finance Obligations”)cash. No payment or payments made by the Borrower, any other Group Obligor Other Credit Party or any other Person or received or collected by any Guaranteed Finance Holder from the Borrower, any Other Credit Party from any other Group Obligor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder, it being understood that the each Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of Finance ObligationsGuaranteed Obligations (other than contingent indemnification obligations) are paid in full in cash. If at any time any payment by the Borrower, any other Group Obligor Other Credit Party or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any other Group Obligor the Borrower or such Other Credit Party or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, the Borrower or such other Group Obligor Other Credit Party or other Person or any substantial part of its respective property or otherwise, the each Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The Each Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the each Guarantor’s liability hereunder.

Discharge; Reinstatement in Certain Circumstances. The Each Guarantor’s obligations hereunder shall remain in full force and effect until the latest to occur of: earlier of (i) payment the Discharge of Senior Credit Obligations (as defined in full in cash of all Debt outstanding, together with all interest (including interest accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such interest is, or would be, allowed in such proceeding under any Debtor Relief LawCredit Agreement) and premium thereon, under the Guaranteed Documents and the termination of all Commitments; (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing such time as such Guarantor is no longer required to be a Guarantor under the Guaranteed Documents Credit Agreement or pursuant to Section 5.11(b) of this Agreement (including legal fees and other expensessuch time, costs or charges in each case payable thereunder and accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such proceeding under any Debtor Relief Law); and (iii) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to the Facility Agent) of, all Letters of Credit issued or deemed issued under the Guaranteed Documents. (the occurrence of all of the foregoing being referred to herein as “Discharge of Finance ObligationsTermination Date”). No payment or payments made by the Borrower, any other Group Obligor Other Loan Party or any other Person or received or collected by any Guaranteed Finance Party from the Borrower, any other Group Obligor Other Loan Party or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder, it being understood that the each Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of Finance ObligationsTermination Date. If at any time any payment by the Borrower, any other Group Obligor Other Loan Party or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, examinership, bankruptcy, dissolution, liquidation or reorganization of any other Group Obligor the Borrower or such Other Loan Party or other Person or upon or as a result of the appointment of a receiver, examiner, intervener or conservator of, or trustee or similar officer for, the Borrower or such other Group Obligor Other Loan Party or other Person or any substantial part of its respective property or otherwise, the each Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The Each Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the each Guarantor’s liability hereunder.

Discharge; Reinstatement in Certain Circumstances. The Each Guarantor’s obligations hereunder shall remain in full force and effect until the latest to occur of: (i) payment in full in cash the principal of all Debt outstanding, together with all and interest (including interest accruing on or after the commencement of any proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding, whether or not a claim for such interest is, or would be, allowed in such proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding) and premium thereonpremium, if any, on all Indebtedness outstanding under the Guaranteed Loan Documents and the termination of all Commitments; commitments to lend or otherwise extend credit under the Loan Documents, (ii) payment in full in cash of all other Guaranteed Finance Obligations that are due and payable or otherwise accrued and owing under at or prior to the Guaranteed Documents time such principal and interest are paid (including legal fees and other expenses, costs or charges in each case payable thereunder and accruing on or after the commencement of any proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such proceeding under any Debtor Relief LawInsolvency or Liquidation Proceeding but excluding contingent indemnification obligations); and , (iii) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to accordance with Section 2.05 of the Facility Agent) Credit Agreement of, all Letters letters of Credit credit issued or deemed issued under the Guaranteed Loan Documents. , (iv) termination or cash collateralization of any Swap Agreement with a Swap Creditor and the payment in full in cash of all Swap Obligations owed to a Swap Creditor (the occurrence of all of the foregoing subclauses (i) through (iv) being referred to herein as “Discharge of Senior Finance Obligations”)) and (v) such time as such Guarantor is no longer required to be a Guarantor under the Credit Agreement. No payment or payments made by the Borrower, any other Group Obligor Other Loan Party or any other Person or received or collected by any Guaranteed Finance Party from the Borrower, any other Group Obligor Other Loan Party or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder, it being understood that the each Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of Senior Finance Obligations. If at any time any payment by the Borrower, any other Group Obligor Other Loan Party or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any other Group Obligor the Borrower or such Other Loan Party or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, the Borrower or such other Group Obligor Other Loan Party or other Person or any substantial part of its respective property or otherwise, the each Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The Each Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the each Guarantor’s liability hereunder.

Discharge; Reinstatement in Certain Circumstances. The Each Guarantor’s obligations hereunder shall remain in full force and effect until the latest principal of and interest on the Bridge Notes and all other amounts payable by the Borrower and the Other Credit Parties under or with respect to occur of: the Guaranteed Obligations (iother than contingent indemnification obligations) payment have been paid in full in cash of all Debt outstanding, together with all interest (including interest accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such interest is, or would be, allowed in such proceeding under any Debtor Relief Law) and premium thereon, under the Guaranteed Documents and the termination of all Commitments; (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing under the Guaranteed Documents (including legal fees and other expenses, costs or charges in each case payable thereunder and accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such proceeding under any Debtor Relief Law); and (iii) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to the Facility Agent) of, all Letters of Credit issued or deemed issued under the Guaranteed Documents. (the occurrence of all of the foregoing being referred to herein as “Discharge of Finance Obligations”)cash. No payment or payments made by the Borrower, any other Group Obligor Other Credit Party or any other Person or received or collected by any Guaranteed Finance Holder from the Borrower, any Other Credit Party from any other Group Obligor or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder, it being understood that the each Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of Finance ObligationsGuaranteed Obligations (other than contingent indemnification obligations) are paid in full in cash. If at any time any payment by the Borrower, any other Group Obligor Other Credit Party or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any other Group Obligor the Borrower or such Other Credit Party or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, the Borrower or such other Group Obligor Other Credit Party or other Person or any substantial part of its respective property or otherwise, the each Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The Each Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the each Guarantor’s liability hereunder.

Discharge; Reinstatement in Certain Circumstances. The Each Guarantor’s obligations hereunder shall remain in full force and effect until the latest Commitments have been terminated and the principal of and interest on the Notes and all other amounts payable by the Borrower and the Other Loan Parties under or with respect to occur of: the Guaranteed Obligations (iother than contingent indemnification obligations) payment have been paid in full in cash of all Debt outstanding, together with all interest (including interest accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such interest is, or would be, allowed in such proceeding under any Debtor Relief Law) and premium thereon, under the Guaranteed Documents and the termination of all Commitments; (ii) payment in full in cash of all other Guaranteed Obligations that are due and payable or otherwise accrued and owing under the Guaranteed Documents (including legal fees and other expenses, costs or charges in each case payable thereunder and accruing on or after the commencement of any proceeding under any Debtor Relief Law, whether or not a claim for such fees, expenses, costs or charges is, or would be, allowed in such proceeding under any Debtor Relief Law); and (iii) termination, cancellation or cash collateralization (in an amount reasonably satisfactory to the Facility Agent) of, all Letters of Credit issued or deemed issued under the Guaranteed Documents. (the occurrence of all of the foregoing being referred to herein as “Discharge of Finance Obligations”)cash. No payment or payments made by the Borrower, any other Group Obligor Other Loan Party or any other Person or received or collected by any Guaranteed Finance Party from the Borrower, any other Group Obligor Other Loan Party or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of the any Guarantor hereunder, it being understood that the each Guarantor shall, notwithstanding any such payment or payments, remain liable for the Guaranteed Obligations until the Discharge of Finance ObligationsGuaranteed Obligations (other than contingent indemnification obligations) are paid in full in cash. If at any time any payment by the Borrower, any other Group Obligor Other Loan Party or any other Person of any Guaranteed Obligation is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of any other Group Obligor the Borrower or such Other Loan Party or other Person or upon or as a result of the appointment of a receiver, intervener or conservator of, or trustee or similar officer for, the Borrower or such other Group Obligor Other Loan Party or other Person or any substantial part of its respective property or otherwise, the each Guarantor’s obligations hereunder with respect to such payment shall be reinstated as though such payment had been due but not made at such time. The Each Guarantor party hereto agrees that payment or performance of any of the Guaranteed Obligations or other acts which toll any statute of limitations applicable to the Guaranteed Obligations shall also toll the statute of limitations applicable to the each Guarantor’s liability hereunder.