Common use of Reinstatement and Continuation of Agreement Clause in Contracts

Reinstatement and Continuation of Agreement. If any Senior Priority Agent or Senior Priority Creditor is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Credit Party or any other Person any payment made in satisfaction of all or any portion of the Senior Priority Obligations (a “Senior Priority Recovery”), then the Senior Priority Obligations shall be reinstated to the extent of such Senior Priority Recovery. If this Agreement shall have been terminated prior to such Senior Priority Recovery, this Agreement shall be reinstated in full force and effect in the event of such Senior Priority Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties from such date of reinstatement. All rights, interests, agreements, and obligations of each Agent, each Senior Priority Creditor, and each Junior Priority Creditor under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against any Credit Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the Senior Priority Obligations or the Junior Priority Obligations. No priority or right of any Senior Priority Secured Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Senior Priority Documents, regardless of any knowledge thereof which any Senior Priority Secured Party may have.

Reinstatement and Continuation of Agreement. If any Senior Priority the ABL Collateral Agent or Senior Priority Creditor any ABL Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the Company, any Credit Party Grantor, or any other Person any payment made in satisfaction of all or any portion of the Senior Priority ABL Obligations (a an “Senior Priority ABL Recovery”), then the Senior Priority ABL Obligations shall be reinstated to the extent of such Senior Priority ABL Recovery. If this Agreement shall have been terminated prior to such Senior Priority ABL Recovery, this Agreement shall be reinstated in full force and effect in the event of such Senior Priority ABL Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties from such date of reinstatement. The ABL Collateral Agent shall use commercially reasonable efforts to give written notice to the New First Lien Collateral Agent of the occurrence of any such ABL Recovery (provided that the failure to give such notice shall not affect the ABL Collateral Agent’s rights hereunder, except it being understood that the New First Lien Collateral Agent shall not be charged with knowledge of such ABL Recovery or required to take any actions based on such ABL Recovery until it has received such written notice of the occurrence of such ABL Recovery). All rights, interests, agreements, and obligations of each the ABL Collateral Agent, each Senior Priority Creditorthe New First Lien Collateral Agent, the ABL Secured Parties and each Junior Priority Creditor the New First Lien Secured Parties under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against the Company or any Credit Party Grantor or any other circumstance which otherwise might constitute a defense (other than a defense that such obligations have in fact been repaid) available to, or a discharge of, of the Company or any Credit Party Grantor in respect of the Senior Priority ABL Obligations or the Junior Priority New First Lien Obligations. No priority or right of the ABL Collateral Agent or any Senior Priority ABL Secured Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Borrower the Company or any Guarantor Grantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Senior Priority ABL Documents, regardless of any knowledge thereof which the ABL Collateral Agent or any Senior Priority ABL Secured Party may have.

Reinstatement and Continuation of Agreement. If any Senior Priority Agent or Senior Priority Creditor is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Credit Party or any other Person any payment made in satisfaction of all or any portion of the Senior Priority Obligations (a “Senior Priority Recovery”), then the Senior Priority Obligations shall be reinstated to the extent of such Senior Priority Recovery. If this Agreement shall have been terminated prior to such Senior Priority Recovery, this Agreement shall be reinstated in full force and effect in the event of such Senior Priority Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties from such date of reinstatement. All rights, interests, agreements, and obligations of each Agent, each Senior Priority Creditor, and each Junior Priority Creditor under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against any Credit Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the Senior Priority Obligations or the Junior Priority Obligations. No priority or right of any Senior Priority Secured Party Agent or any Senior Priority Creditor shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Senior Priority Documents, regardless of any knowledge thereof which any Senior Priority Secured Party Agent or any Senior Priority Creditor may have.

Reinstatement and Continuation of Agreement. (a) If any Senior Priority the ABL Agent or Senior Priority Creditor any ABL Lender is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Credit Loan Party or any other Person any payment made in satisfaction of all or any portion of the Senior Priority ABL Obligations (a an “Senior Priority ABL Recovery”), then the Senior Priority ABL Obligations shall be reinstated to the extent of such Senior Priority ABL Recovery. If this Agreement shall have been terminated prior to such Senior Priority ABL Recovery, this Agreement shall be reinstated in full force and effect in the event of such Senior Priority ABL Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties from such date of reinstatement. All rights, interests, agreements, and obligations of each the ABL Agent, each Senior Priority Creditorthe Shared Collateral Agents, the ABL Secured Parties, and each Junior Priority Creditor the Shared Collateral Secured Parties under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against any Credit Loan Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of, of any Credit Loan Party in respect of the Senior Priority ABL Obligations or the Junior Priority Shared Collateral Obligations. No priority or right of the ABL Agent or any Senior Priority ABL Secured Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Borrower or any Guarantor ABL Loan Party or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Senior Priority ABL Documents, regardless of any knowledge thereof which the ABL Agent or any Senior Priority ABL Secured Party may have.

Reinstatement and Continuation of Agreement. (a) If the ABL Agents or any Senior Priority Agent or Senior Priority Creditor ABL Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Credit Party Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Senior Priority ABL Obligations (a an “Senior Priority ABL Recovery”), then the Senior Priority ABL Obligations shall be reinstated to the extent of such Senior Priority ABL Recovery. If this Agreement shall have been terminated prior to such Senior Priority ABL Recovery, this Agreement shall be reinstated in full force and effect in the event of such Senior Priority ABL Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties from such date of reinstatement. All rights, interests, agreements, and obligations of each the ABL Agents, the Second Lien Agent, each Senior Priority Creditorthe ABL Secured Parties, and each Junior Priority Creditor the Second Lien Secured Parties under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against any Credit Party Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of, of any Credit Party Borrower or any Guarantor in respect of the Senior Priority ABL Obligations or the Junior Priority Second Lien Obligations. No priority or right of the ABL Agents or any Senior Priority ABL Secured Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Senior Priority ABL Documents, regardless of any knowledge thereof which the ABL Agents or any Senior Priority ABL Secured Party may have.

Reinstatement and Continuation of Agreement. If any Senior Priority Agent or Senior Priority Creditor is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Credit Party or any other Person any payment made in satisfaction of all or any portion of the Senior Priority Obligations (a “Senior Priority Recovery”), then the relevant Senior Priority Obligations shall be reinstated to the extent of such Senior Priority Recovery. If In the event that (a) this Agreement shall have been terminated prior to such Senior Priority Recovery and (b) there exist any Junior Priority Obligations at the time of such Senior Priority Recovery, then this Agreement shall be reinstated in full force and effect in the event of such Senior Priority Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties from such date of reinstatement. All rights, interests, agreements, and obligations of each Agent, each Senior Priority Creditor, and each Junior Priority Creditor under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against any Credit Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the Senior Priority Obligations or the Junior Priority Obligations. No priority or right of any Senior Priority Secured Party Agent or any Senior Priority Creditor shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Senior Priority Documents, regardless of any knowledge thereof which any Senior Priority Secured Party Agent or any Senior Priority Creditor may have.

Reinstatement and Continuation of Agreement. (a) If any Senior Priority the ABL Agent or Senior Priority Creditor any ABL Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the Company, any other Credit Party Party, or any other Person any payment made in satisfaction of all or any portion of the Senior Priority ABL Obligations (a an “Senior Priority ABL Recovery”), then the Senior Priority ABL Obligations shall be reinstated to the extent of such Senior Priority ABL Recovery. If this Agreement shall have been terminated prior to such Senior Priority ABL Recovery, this Agreement shall be reinstated in full force and effect in the event of such Senior Priority ABL Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties from such date of reinstatement. All rights, interests, agreements, and obligations of each the ABL Agent, each Senior Priority Creditorthe Term Agents, the ABL Secured Parties, and each Junior Priority Creditor the Term Secured Parties under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against the Company or any other Credit Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of, of the Company or any other Credit Party in respect of the Senior Priority ABL Obligations or the Junior Priority Term Obligations. No priority or right of the ABL Agent or any Senior Priority ABL Secured Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any a Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Senior Priority ABL Documents, regardless of any knowledge thereof which the ABL Agent or any Senior Priority ABL Secured Party may have.

Reinstatement and Continuation of Agreement. (a) If any Senior Priority the ABL Agent or Senior Priority Creditor any ABL Lender is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Credit Party Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Senior Priority ABL Obligations (a an “Senior Priority ABL Recovery”), then the Senior Priority ABL Obligations shall be reinstated to the extent of such Senior Priority ABL Recovery. If this Agreement shall have been terminated prior to such Senior Priority ABL Recovery, this Agreement shall be reinstated in full force and effect in the event of such Senior Priority ABL Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties from such date of reinstatement. All rights, interests, agreements, and obligations of each the ABL Agent, each Senior Priority Creditorthe Term Agent, the ABL Lenders, and each Junior Priority Creditor the Term Lenders under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against any Credit Party Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of, of any Credit Party Borrower or any Guarantor in respect of the Senior Priority ABL Obligations or the Junior Priority Term Obligations. No priority or right of the ABL Agent or any Senior Priority Secured Party ABL Lender shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Senior Priority ABL Documents, regardless of any knowledge thereof which the ABL Agent or any Senior Priority Secured Party ABL Lender may have.

Reinstatement and Continuation of Agreement. (a) If any Senior Priority the ABL Agent or Senior Priority Creditor any ABL Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the Borrower, any Credit Party Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Senior Priority ABL Obligations (a an “Senior Priority ABL Recovery”), then the Senior Priority ABL Obligations shall be reinstated to the extent of such Senior Priority ABL Recovery. If this Agreement shall have been terminated prior to such Senior Priority ABL Recovery, this Agreement shall be reinstated in full force and effect in the event of such Senior Priority ABL Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties from such date of reinstatement. All rights, interests, agreements, and obligations of each the ABL Agent, each Senior Priority Creditorthe Term Agent, the ABL Secured Parties, and each Junior Priority Creditor the Term Secured Parties under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against the Borrower or any Credit Party Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of, of the Borrower or any Credit Party Guarantor in respect of the Senior Priority ABL Obligations or the Junior Priority Term Obligations. No priority or right of the ABL Agent or any Senior Priority ABL Secured Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any the Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Senior Priority ABL Documents, regardless of any knowledge thereof which the ABL Agent or any Senior Priority ABL Secured Party may have.

Reinstatement and Continuation of Agreement. If any Senior Priority Agent or Senior Priority Creditor is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Credit Loan Party or any other Person any payment made in satisfaction of all or any portion of the Senior Priority Obligations (a “Senior Priority Recovery”), then the relevant Senior Priority Obligations shall be reinstated to the extent of such Senior Priority Recovery. If In the event that (a) this Agreement shall have been terminated prior to such Senior Priority Recovery and (b) there exist any Junior Priority Obligations at the time of such Senior Priority Recovery, then this Agreement shall be reinstated in full force and effect in the event of such Senior Priority Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties from such date of reinstatement. All rights, interests, agreements, and obligations of each Agent, each Senior Priority Creditor, and each Junior Priority Creditor under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against any Credit Loan Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of, any Credit Loan Party in respect of the Senior Priority Obligations or the Junior Priority Obligations. No priority or right of any Senior Priority Secured Party Agent or any Senior Priority Creditor shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Senior Priority Documents, regardless of any knowledge thereof which any Senior Priority Secured Party Agent or any Senior Priority Creditor may have.

Reinstatement and Continuation of Agreement. If any Senior Priority First Lien Agent or Senior Priority Creditor any other First Lien Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the Borrower, any other Credit Party or any other Person any payment made in satisfaction of all or any portion of the Senior Priority First Lien Obligations (a “Senior Priority First Lien Recovery”), then the Senior Priority applicable First Lien Obligations shall be reinstated to the extent of such Senior Priority First Lien Recovery. If this Agreement shall have been terminated prior to such Senior Priority First Lien Recovery, this Agreement shall be reinstated in full force and effect in the event of such Senior Priority First Lien Recovery, and such prior termination shall not diminish, release, discharge, impair, impair or otherwise affect the obligations of the Parties from such date of reinstatement. All rights, interests, agreements, agreements and obligations of each First Lien Agent, each Senior Priority CreditorSecond Lien Agent, the other First Lien Secured Parties and each Junior Priority Creditor the other Second Lien Secured Parties under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, conversion or dismissal of, any Insolvency Proceeding by or against the Borrower or any other Credit Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of, the Borrower or any other Credit Party in respect of the Senior Priority First Lien Obligations or the Junior Priority Second Lien Obligations. No priority or right of any Senior Priority First Lien Agent or any other First Lien Secured Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any the Borrower or any Guarantor other Credit Party or by the noncompliance by any Person with the terms, provisions, provisions or covenants of any of the Senior Priority First Lien Documents, regardless of any knowledge thereof which any Senior Priority First Lien Agent or any other First Lien Secured Party may have.

Reinstatement and Continuation of Agreement. If the Senior Lien Agent or any Senior Priority Agent or Senior Priority Creditor Lien Secured Party is required in any Insolvency Proceeding, Fraudulent Conveyance Proceeding or other applicable proceeding or otherwise to turn over or otherwise pay to the estate of the Borrower, any Credit Party Guarantor or any other Person any payment made in satisfaction of all or any portion of the Senior Priority Lien Obligations (a “Senior Priority Lien Recovery”), then the Senior Priority Lien Obligations shall be reinstated to the extent of such Senior Priority Lien Recovery. If this Agreement shall have been terminated prior to such Senior Priority Lien Recovery, this Agreement shall be reinstated in full force and effect in the event of such Senior Priority Lien Recovery, and such prior termination shall not diminish, release, discharge, impair, impair or otherwise affect the obligations of the Parties from such date of reinstatement. All rights, interests, agreements, agreements and obligations of each the Senior Lien Agent, each the Junior Lien Agent, the Senior Priority Creditor, Lien Secured Parties and each the Junior Priority Creditor Lien Secured Parties under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, conversion or dismissal of, any Insolvency Proceeding by or against either or the Borrower or any Credit Party Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of, either or the Borrower or any Credit Party Guarantor in respect of the Senior Priority Lien Obligations or the Junior Priority Lien Obligations. No priority or right of the Senior Lien Agent or any Senior Priority Lien Secured Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any either or the Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, provisions or covenants of any of the Senior Priority Lien Documents, regardless of any knowledge thereof which the Senior Lien Agent or any Senior Priority Lien Secured Party may have.

Reinstatement and Continuation of Agreement. If any Senior Priority Agent or Senior Priority Creditor is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Credit Party or any other Person any payment made in satisfaction of all or any portion of the Senior Priority Obligations (a “Senior Priority Recovery”), then the Senior Priority Obligations shall be reinstated to the extent of such Senior Priority Recovery. If In the event that (a) this Agreement shall have been terminated prior to such Senior Priority Recovery and (b) there exists any Junior Priority Obligations at the time of such Senior Priority Recovery, then this Agreement shall be reinstated in full force and effect in the event of such Senior Priority Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties from such date of reinstatement. All rights, interests, agreements, and obligations of each Agent, each Senior Priority Creditor, and each Junior Priority Creditor under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against any Credit Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the Senior Priority Obligations or the Junior Priority Obligations. No priority or right of any Senior Priority Secured Party Agent or any Senior Priority Creditor shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Senior Priority Documents, regardless of any knowledge thereof which any Senior Priority Secured Party Agent or any Senior Priority Creditor may have.

Reinstatement and Continuation of Agreement. (a) If the Revolving Lender or any Senior Priority Agent or Senior Priority Creditor Revolving Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Credit Loan Party or any other Person any payment made in satisfaction of all or any portion of the Senior Priority Revolving Obligations (a an “Senior Priority Revolving Recovery”), then the Senior Priority Revolving Obligations shall be reinstated to the extent of such Senior Priority Revolving Recovery. If this Agreement shall have been terminated prior to such Senior Priority Revolving Recovery, this Agreement shall be reinstated in full force and effect in the event of such Senior Priority Revolving Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties from such date of reinstatement, but such reinstatement shall not impose an obligation on the Term Agent or Term Secured Parties to disgorge payments previously made, including from the Proceeds of Revolving Priority Collateral. All rights, interests, agreements, and obligations of each the Revolving Lender, the Term Agent, each Senior Priority Creditorthe Revolving Secured Parties, and each Junior Priority Creditor the Term Secured Parties under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against any Credit Loan Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of, of any Credit Loan Party in respect of the Senior Priority Revolving Obligations or the Junior Priority Term Obligations. No priority or right of the Revolving Lender or any Senior Priority Revolving Secured Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Borrower or any Guarantor Loan Party or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Senior Priority Revolving Documents, regardless of any knowledge thereof which the Revolving Lender or any Senior Priority Revolving Secured Party may have.

Reinstatement and Continuation of Agreement. If any Senior Priority Agent or Senior Priority Creditor is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Credit Party or any other Person any payment made in satisfaction of all or any portion of the Senior Priority Obligations (a “Senior Priority Recovery”), then the relevant Senior Priority Obligations shall be reinstated to the extent of such Senior Priority Recovery. If In the event that (a) this Agreement shall have been terminated prior to such Senior Priority Recovery and (b) there exist any Junior Priority Obligations at the time of such Senior Priority Recovery, then this Agreement shall be reinstated in full force and effect in the event of such Senior Priority Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties from such date of reinstatement. All rights, interests, agreements, and obligations of each Agent, each Senior Priority Creditor, and each Junior Priority Creditor under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against any Credit Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the Senior Priority Obligations or the Junior Priority Obligations. No priority or right of any Senior Priority Secured Party Agent or any Senior Priority Creditor shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Senior Priority Documents, regardless of any knowledge thereof which any Senior Priority Secured Party Agent or any Senior Priority Creditor may have.. EXHIBIT I

Reinstatement and Continuation of Agreement. (a) If any Senior Priority Agent or Senior Priority Creditor Lender is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the Parent, any of its Subsidiaries, any Credit Party or any other Person any payment made in satisfaction of all or any portion of the Senior Priority Obligations amount (a “Senior Priority "Recovery”"), then the Senior Priority Loan Agreement Secured Obligations shall be reinstated to the extent of such Senior Priority Recovery. If this Agreement shall have been terminated prior to such Senior Priority Recovery, this Agreement shall be reinstated in full force and effect in the event of such Senior Priority Recoveryeffect, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties parties hereto from such date of reinstatement. All rights, interests, agreements, and obligations of each the Collateral Agent, each Senior Priority Creditorthe Trustee, the Lender, and each Junior Priority Creditor the Noteholders under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, of any Insolvency Proceeding by or against Parent, any of its Subsidiaries or any Credit Party or any other circumstance which otherwise might constitute a defense available to, or a discharge ofof the Parent, any Subsidiary or any Credit Party in respect of the Senior Priority Obligations or the Junior Priority Loan Agreement Secured Obligations. No priority or right of any Senior Priority Secured Party the Lender shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of the Credit Party, any Borrower of its Subsidiaries or any Guarantor Credit Party or by the noncompliance by any Person with the terms, provisions, or covenants of the Loan Agreement, the Indenture or any of the Senior Priority other Loan Documents, regardless of any knowledge thereof which any Senior Priority Secured Party the Lender may have.

Reinstatement and Continuation of Agreement. If any Senior Priority Agent or Senior Priority Creditor is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Credit Party or any other Person any payment made in satisfaction of all or any portion of the Senior Priority Obligations (a “Senior Priority Recovery”), then the Senior Priority Obligations shall be reinstated to the extent of such Senior Priority Recovery. If this Agreement shall have been terminated prior to such Senior Priority Recovery, this Agreement shall be reinstated in full force and effect in the event of such Senior Priority Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties from such date of reinstatement. All rights, interests, agreements, and obligations of each Agent, each Senior Priority Creditor, and each Junior Priority Creditor under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against any Credit Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the Senior Priority Obligations or the Junior Priority Obligations. No priority or right of any Senior Priority Secured Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Senior Priority Documents, regardless of any knowledge thereof which any Senior Priority Secured Party may have.. INSOLVENCY PROCEEDINGS

Reinstatement and Continuation of Agreement. If any Senior Priority the First Lien Agent or Senior Priority Creditor any First Lien Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Credit Party Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Senior Priority First Lien Obligations (a such reinstated amount, the “Senior Priority First Lien Recovery”), then the Senior Priority First Lien Obligations shall be reinstated to the extent of such Senior Priority First Lien Recovery. If this Agreement shall have been terminated prior to such Senior Priority First Lien Recovery, this Agreement shall be reinstated in full force and effect in the event of such Senior Priority First Lien Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties and the other Secured Parties from such date of reinstatement. All rights, interests, agreements, and obligations of each the First Lien Agent, each Senior Priority Creditorthe Second Lien Notes Trustee, the First Lien Secured Parties, and each Junior Priority Creditor the Second Lien Notes Secured Parties under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against any Credit Party Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of, of any Credit Party Borrower or any Guarantor in respect of the Senior Priority First Lien Obligations or the Junior Priority Second Lien Notes Obligations. No priority or right of the First Lien Agent or any Senior Priority First Lien Secured Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Senior Priority First Lien Documents, regardless of any knowledge thereof which the First Lien Agent or any Senior Priority First Lien Secured Party may have.

Reinstatement and Continuation of Agreement. (a) If any the Senior Priority Agent or Senior Priority Creditor is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of Parent, any Credit Party Borrower, any Guarantor or any other Person any payment made in satisfaction of all or any portion of the Senior Priority Obligations amount (a “Senior Priority Recovery”), then the Senior Priority Credit Agreement Secured Obligations shall be reinstated to the extent of such Senior Priority Recovery. If this Agreement shall have been terminated prior to such Senior Priority Recovery, this Agreement shall be reinstated in full force and effect in the event of such Senior Priority Recoveryeffect, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties parties hereto from such date of reinstatement. All rights, interests, agreements, and obligations of each the Collateral Agent, each the Trustee, the Senior Priority CreditorAgent, the Senior Lenders, and each Junior Priority Creditor the Noteholders under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, of any Insolvency Proceeding by or against Parent, any Credit Party Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge ofof Parent, any Credit Party Borrower or any Guarantor in respect of the Senior Priority Obligations or the Junior Priority Credit Agreement Secured Obligations. No priority or right of any the Senior Priority Secured Party Agent shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of Parent, any Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of the Credit Agreement, the Indenture or any of the Senior Priority other Loan Documents, regardless of any knowledge thereof which any the Senior Priority Secured Party Agent may have.

Reinstatement and Continuation of Agreement. (a) If any Senior Priority Agent or Senior Priority Creditor is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Credit Party Borrower, any Guarantor or any other Person any payment made in satisfaction of all or any portion of the Senior Priority Obligations amount (a “Senior Priority Recovery”), then the Senior Priority Credit Agreement Secured Obligations shall be reinstated to the extent of such Senior Priority Recovery. If this Agreement shall have been terminated prior to such Senior Priority Recovery, this Agreement shall be reinstated in full force and effect in the event of such Senior Priority Recoveryeffect, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties parties hereto from such date of reinstatement. All rights, interests, agreements, and obligations of each the Collateral Agent, each the Trustee, the Senior Priority CreditorAgent, the Senior Lenders, and each Junior Priority Creditor the Noteholders under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, of any Insolvency Proceeding by or against any Credit Party Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of, of any Credit Party Borrower or any Guarantor in respect of the Senior Priority Obligations or the Junior Priority Credit Agreement Secured Obligations. No priority or right of any the Senior Priority Secured Party Agent shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of the Credit Agreement, the Indenture or any of the Senior Priority other Loan Documents, regardless of any knowledge thereof which any the Senior Priority Secured Party Agent may have.

Reinstatement and Continuation of Agreement. (a) If any Senior Priority Agent or Senior Priority Creditor any Lender is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Credit Party Borrower, any of its Subsidiaries or any other Person any payment made in satisfaction of all or any portion of the Senior Priority Obligations amount (a “Senior Priority Recovery”), then the Senior Loan Agreement Priority Obligations shall be reinstated to the extent of such Senior Priority Recovery. If this Agreement shall have been terminated prior to such Senior Priority Recovery, this Agreement shall be reinstated in full force and effect in the event of such Senior Priority Recoveryeffect, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties parties hereto from such date of reinstatement. All rights, interests, agreements, and obligations of each the Collateral Agent, each Senior Priority Creditorthe Trustee, the Agent, the Lenders, and each Junior Priority Creditor the Noteholders under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, of any Insolvency Proceeding by or against any Credit Party Borrower, any of its Subsidiaries or any other circumstance which otherwise might constitute a defense available to, or a discharge ofof any Borrower, or any Credit Party Subsidiary in respect of the Senior Priority Obligations or the Junior Loan Agreement Priority Obligations. No priority or right of any Senior Priority Secured Party the Agent and the Lenders shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Borrower or Borrower, any Guarantor of its Subsidiaries or by the noncompliance by any Person with the terms, provisions, or covenants of the Loan Agreement, the Indenture or any of the Senior Priority other Loan Documents or Indenture Loan Documents, regardless of any knowledge thereof which the Agent or any Senior Priority Secured Party Lender may have.

Reinstatement and Continuation of Agreement. (a) If any Senior Priority Agent or Senior Priority Creditor any Lender is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Credit Party Borrower, any of its Subsidiaries or any other Person any payment made in satisfaction of all or any portion of the Senior Priority Obligations amount (a “Senior Priority Recovery”), then the Senior Priority Loan Agreement Secured Obligations shall be reinstated to the extent of such Senior Priority Recovery. If this Agreement shall have been terminated prior to such Senior Priority Recovery, this Agreement shall be reinstated in full force and effect in the event of such Senior Priority Recoveryeffect, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties parties hereto from such date of reinstatement. All rights, interests, agreements, and obligations of each the Collateral Agent, each Senior Priority Creditorthe Trustee, the Agent, the Lenders, and each Junior Priority Creditor the Noteholders under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, of any Insolvency Proceeding by or against any Credit Party Borrower, any of its Subsidiaries or any other circumstance which otherwise might constitute a defense available to, or a discharge ofof any Borrower, or any Credit Party Subsidiary in respect of the Senior Priority Obligations or the Junior Priority Loan Agreement Secured Obligations. No priority or right of any Senior Priority Secured Party the Agent and the Lenders shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Borrower or Borrower, any Guarantor of its Subsidiaries or by the noncompliance by any Person with the terms, provisions, or covenants of the Loan Agreement, the Indenture or any of the Senior Priority other Loan Documents or Indenture Loan Documents, regardless of any knowledge thereof which the Agent or any Senior Priority Secured Party Lender may have.

Reinstatement and Continuation of Agreement. If any Senior Priority Agent or Senior Priority Creditor is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Credit Party or any other Person any payment made in satisfaction of all or any portion of the Senior Priority Obligations (a “Senior Priority Recovery”), then the relevant Senior Priority Obligations shall be reinstated to the extent of such Senior Priority Recovery. If In the event that (a) this Agreement shall have been terminated prior to such Senior Priority Recovery and (b) there exist any Junior Priority Obligations at the time of such Senior Priority Recovery, then this Agreement shall be reinstated in full force and effect in the event of such Senior Priority Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties from such date of reinstatement. All rights, interests, agreements, and obligations of each Agent, each Senior Priority Creditor, and each Junior Priority Creditor under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against any Credit Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the Senior Priority Obligations or the Junior Priority Obligations. No priority or right of any Senior Priority Secured Party Agent or any Senior Priority Creditor shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Senior Priority Documents, regardless of any knowledge thereof which any Senior Priority Secured Party Agent or any Senior Priority Creditor may have.. ARTICLE VI

Reinstatement and Continuation of Agreement. (a) If any Senior Priority Agent or Senior Priority Creditor is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Credit Party Borrower, any Guarantor or any other Person any payment made in satisfaction of all or any portion of the Senior Priority Obligations amount (a “Senior Priority "Recovery”"), then the Senior Priority Credit Agreement Secured Obligations shall be reinstated to the extent of such Senior Priority Recovery. If this Agreement shall have been terminated prior to such Senior Priority Recovery, this Agreement shall be reinstated in full force and effect in the event of such Senior Priority Recoveryeffect, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties parties hereto from such date of reinstatement. All rights, interests, agreements, and obligations of each the XX Xxxx'x Agent, each the XX Xxxx'x Lenders, the Collateral Agent, the Trustee, the Senior Priority CreditorAgent, the Senior Lenders, and each Junior Priority Creditor the Noteholders under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, of any Insolvency Proceeding by or against any Credit Party Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of, of any Credit Party Borrower or any Guarantor in respect of the Senior Priority Obligations or the Junior Priority Credit Agreement Secured Obligations. No priority or right of any the Senior Priority Secured Party Agent shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of the XX Xxxx'x Credit Agreement, the Credit Agreement, the Indenture or any of the Senior Priority other Loan Documents, regardless of any knowledge thereof which any the Senior Priority Secured Party Agent may have.