Common use of Preference Issues Clause in Contracts

Preference Issues. (a) If, in any Insolvency or Liquidation Proceeding or otherwise, all or part of any payment with respect to the First Priority Debt previously made shall be rescinded for any reason whatsoever, then the First Priority Debt shall be reinstated to the extent of the amount so rescinded and, if theretofore terminated, this Intercreditor Agreement shall be reinstated in full force and effect and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the ABL Secured Parties and the Noteholder Secured Parties provided for herein. (b) If, in any Insolvency or Liquidation Proceeding or otherwise, all or part of any payment with respect to the Noteholder Debt previously made shall be rescinded for any reason whatsoever and the Discharge of Priority Debt shall, subject to (for the avoidance of doubt) the immediately preceding clause (a), have occurred, then the Noteholder Debt shall be reinstated to the extent of the amount so rescinded and, if theretofore terminated, this Intercreditor Agreement shall be reinstated in full force and effect and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the Noteholder Secured Parties and any Person that holds ABL Excess Debt provided for herein solely with respect to any ABL Excess Claims and for the avoidance of doubt, not with respect to any First Priority Debt.

Preference Issues. (a) If, If any ABL Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise, all otherwise to turn over or part otherwise pay to the estate of any payment with respect to the First Priority Debt previously made shall be rescinded for Grantor any reason whatsoeveramount (an “ABL Recovery”), then the First Priority Debt ABL Obligations shall be reinstated to the extent of the amount so rescinded such ABL Recovery and, if theretofore terminated, this Intercreditor Agreement shall be reinstated in full force and effect effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the ABL Secured Parties and the Noteholder Term Loan/Notes Secured Parties provided for herein. (b) If, If any Term Loan/Notes Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise, all otherwise to turn over or part otherwise pay to the estate of any payment with respect to the Noteholder Debt previously made shall be rescinded for Grantor any reason whatsoever and the Discharge of Priority Debt shall, subject to amount (for the avoidance of doubt) the immediately preceding clause (aa “Term Loan/Notes Recovery”), have occurred, then the Noteholder Debt Term Loan/Notes Obligations shall be reinstated to the extent of the amount so rescinded such Term Loan/Notes Recovery and, if theretofore terminated, this Intercreditor Agreement shall be reinstated in full force and effect effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the Noteholder Term Loan/Notes Secured Parties and any Person that holds the ABL Excess Debt Secured Parties provided for herein solely with respect to any ABL Excess Claims and for the avoidance of doubt, not with respect to any First Priority Debtherein.

Preference Issues. (a) If, If any Secured Party or IESA is required in any Insolvency or Liquidation Proceeding or otherwise, all otherwise to turn over or part of any payment with respect otherwise pay to the First Priority Debt previously made shall be rescinded for estate of the Borrower any reason whatsoeveramount (a “Recovery”), then the First Priority Debt BlueBay Obligations (if any Secured Party is required to pay a Recovery) or the IESA Obligations (if IESA is required to pay a Recovery), or both, shall be reinstated to the extent of such Recovery and the amount so rescinded andSecured Parties and/or IESA, if theretofore terminatedas the case may be, shall be entitled to a reinstatement of the BlueBay Obligations and/or the IESA Obligations, respectively, with respect to all such recovered amounts. If this Agreement shall have been terminated prior to such Recovery, this Intercreditor Agreement shall be reinstated in full force and effect effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the ABL Secured Parties and parties hereto from such date of reinstatement. Any amounts received by IESA on account of the Noteholder Secured Parties provided for herein. (b) IfIESA Obligations after the termination of this Agreement shall, in any Insolvency or Liquidation Proceeding or otherwisethe event of a reinstatement of this Agreement pursuant to this Section 6.5, all or part of any payment with respect be held in trust for and paid over to the Noteholder Debt previously made shall be rescinded Agent for any reason whatsoever and the Discharge benefit of Priority Debt the Secured Parties, for application to the reinstated BlueBay Obligations. Any amounts received by the Agent on account of the BlueBay Obligations after the termination of this Agreement shall, subject in the event of a reinstatement of this Agreement pursuant to (this Section 6.5, be held in trust for the avoidance of doubt) the immediately preceding clause (a), have occurred, then the Noteholder Debt shall be reinstated and paid over to the extent IESA for application to the reinstated IESA Obligations. This Section 6.5 shall survive termination of the amount so rescinded and, if theretofore terminated, this Intercreditor Agreement shall be reinstated in full force and effect and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the Noteholder Secured Parties and any Person that holds ABL Excess Debt provided for herein solely with respect to any ABL Excess Claims and for the avoidance of doubt, not with respect to any First Priority DebtAgreement.