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. 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 ABL Secured Party may have. (b) If any Term Agent or any Term 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, or any other Person any payment made in satisfaction of all or any portion of the Term Obligations (a “Term Recovery”), then the Term Obligations shall be reinstated to the extent of such Term Recovery. If this Agreement shall have been terminated prior to such Term Recovery, this Agreement shall be reinstated in full force and effect in the event of such Term 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 the ABL Agent, the Term Agents, the ABL Secured Parties, and 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 the Company or any other Credit Party in respect of the ABL Obligations or the Term Obligations. No priority or right of any Term Agent or any Term Secured Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of the Company or any other Credit Party or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Term Documents, regardless of any knowledge thereof which any Senior Priority Term Agent or any Term 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 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. (b) If any Shared Collateral Agent or any Shared Collateral Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Shared Collateral Loan Party or any other Person any payment made in satisfaction of all or any portion of the Shared Collateral Obligations (a “Shared Collateral Recovery”), then the Shared Collateral Obligations shall be reinstated to the extent of such Shared Collateral Recovery. If this Agreement shall have been terminated prior to such Shared Collateral Recovery, this Agreement shall be reinstated in full force and effect in the event of such Shared Collateral 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 the ABL Agent, the Shared Collateral Agents, the ABL Secured Parties, and 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 Loan Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Loan Party in respect of the ABL Obligations or the Shared Collateral Obligations. No priority or right of the Shared Collateral Agents or any Shared Collateral 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 Loan Party or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Shared Collateral Documents, regardless of any knowledge thereof which the Shared Collateral Agents or any Shared Collateral Secured Party 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. (b) If the Term Agent or any Term Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Term Obligations (a “Term Recovery”), then the Term Obligations shall be reinstated to the extent of such Term Recovery. If this Agreement shall have been terminated prior to such Term Recovery, this Agreement shall be reinstated in full force and effect in the event of such Term 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 the ABL Agent, the Term Agent, the ABL Secured Parties, and 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 Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of the Borrower or any Guarantor in respect of the ABL Obligations or the Term Obligations. No priority or right of the Term Agent or any Term Secured Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of the Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Term Documents, regardless of any knowledge thereof which the Term Agent or any Term 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. (b) If the Term Agent or any Term Lender is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Term Obligations (a “Term Recovery”), then the Term Obligations shall be reinstated to the extent of such Term Recovery. If this Agreement shall have been terminated prior to such Term Recovery, this Agreement shall be reinstated in full force and effect in the event of such Term 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 the ABL Agent, the Term Agent, the ABL Lenders, and 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 Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Borrower or any Guarantor in respect of the ABL Obligations or the Term Obligations. No priority or right of the Term Agent or any Term 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 Term Documents, regardless of any knowledge thereof which the Term Agent or any Term 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 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. (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 any Credit Party 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 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 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 Term Obligations. No priority or right of the ABL Agent or any 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 Loan Party or by the noncompliance by any Person with the terms, provisions, or covenants of any of the ABL Documents, regardless of any knowledge thereof which the ABL Agent or any ABL Secured Party may have. (b) If any Term Agent or any Term Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any Term Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Term Obligations (a “Term Recovery”), then the Term Obligations shall be reinstated to the extent of such Term Recovery. If this Agreement shall have been terminated prior to such Term Recovery, this Agreement shall be reinstated in full force and effect in the event of such Term 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 the ABL Agent, the Term Agents, the ABL Secured Parties, and 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 Borrower or any Term Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Borrower or any Term Guarantor in respect of the ABL Obligations or the Term Obligations. No priority or right of any Senior Priority Term Agent or any Term 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 Term Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Senior Priority Term Documents, regardless of any knowledge thereof which any Senior Priority Term Agent or any Term 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 Note Agent, any Additional Agent, the ABL Lenders, the Noteholder Secured Parties and each Junior Priority Creditor any Additional Creditors 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, the Note Obligations or the Junior Priority any Additional Obligations. No priority or right of the ABL Agent or any Senior Priority 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 ABL Documents, regardless of any knowledge thereof which the ABL Agent or any ABL Lender may have. (b) If the Note Agent or any Noteholder Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Note Obligations (a “Note Recovery”), then the Note Obligations shall be reinstated to the extent of such Note Recovery. If this Agreement shall have been terminated prior to such Note Recovery, this Agreement shall be reinstated in full force and effect in the event of such Note 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 the ABL Agent, the Note Agent, any Additional Agent, the ABL Lenders, the Noteholder Secured Parties and any Additional Creditors 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 Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Borrower or any Guarantor in respect of the ABL Obligations, the Note Obligations or any Additional Obligations. No priority or right of the Note Agent or any Noteholder 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 Note Documents, regardless of any knowledge thereof which the Note Agent or any Noteholder Secured Party may have. (c) If any Additional Agent or any Additional Creditor is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Additional Obligations (an “Additional Recovery”), then the Additional Obligations shall be reinstated to the extent of such Additional Recovery. If this Agreement shall have been terminated prior to such Additional Recovery, this Agreement shall be reinstated in full force and effect in the event of such Additional 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 the ABL Agent, the Note Agent, any Additional Agent, the ABL Lenders, the Noteholder Secured Parties and any Additional Creditors 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 Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Borrower or any Guarantor in respect of the ABL Obligations, the Note Obligations or any Additional Obligations. No priority or right of any Additional Agent or any Additional 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 Additional Documents, regardless of any knowledge thereof which any Senior Priority Secured Party Additional Agent or any Additional 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 Borrower, 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 Borrower or any other Credit Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of, of the Borrower 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 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 ABL Secured Party may have. (b) If any Term Agent or any Term 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 Term Obligations (a “Term Recovery”), then the Term Obligations shall be reinstated to the extent of such Term Recovery. If this Agreement shall have been terminated prior to such Term Recovery, this Agreement shall be reinstated in full force and effect in the event of such Term 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 the ABL Agent, the Term Agents, the ABL Secured Parties, and 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 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 ABL Obligations or the Term Obligations. No priority or right of any Term Agent or any Term Secured Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of the Borrower or any other Credit Party or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Term Documents, regardless of any knowledge thereof which any Senior Priority Term Agent or any Term 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 CF Collateral Agent of the occurrence of any such ABL Recovery (provided that the failure to give such notice shall not affect the ABL Collateral Agents rights hereunder, except it being understood that the CF 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 CF Collateral Agent, the ABL Secured Parties and each Junior Priority Creditor the CF 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 CF 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. (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 any Credit 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 First Lien Term Loan Agent, the Second Lien Term Loan Agent, any Additional Term Agent, the ABL Secured Parties, the First Lien Term Loan Secured Parties, the Second Lien Term Loan Secured Parties and each Junior Priority Creditor any Additional 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 Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of, of any Credit Party in respect of the Senior Priority ABL Obligations, the First Lien Term Loan Obligations, the Second Lien Term Loan Obligations or the Junior Priority any Additional 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 Borrower or any Guarantor Credit 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 ABL Secured Party may have. (b) If the First Lien Term Loan Agent or any First Lien Term Loan Secured Party 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 First Lien Term Loan Obligations (a “First Lien Term Loan Recovery”), then the First Lien Term Loan Obligations shall be reinstated to the extent of such First Lien Term Loan Recovery. If this Agreement shall have been terminated prior to such First Lien Term Loan Recovery, this Agreement shall be reinstated in full force and effect in the event of such First Lien Term Loan 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 the ABL Agent, the First Lien Term Loan Agent, the Second Lien Term Loan Agent, any Additional Term Agent, the ABL Secured Parties, the First Lien Term Loan Secured Parties, the Second Lien Term Loan Secured Parties and any Additional 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 Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Credit Party in respect of the ABL Obligations, the First Lien Term Loan Obligations, the Second Lien Term Loan Obligations or any Additional Term Obligations. No priority or right of the First Lien Term Loan Agent or any First Lien Term Loan 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 Credit Party or by the noncompliance by any Person with the terms, provisions, or covenants of any of the First Lien Term Loan Documents, regardless of any knowledge thereof which the First Lien Term Loan Agent or any First Lien Term Loan Secured Party may have. (c) If the Second Lien Term Loan Agent or any Second Lien Term Loan Secured Party 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 Second Lien Term Loan Obligations (a “Second Lien Term Loan Recovery”), then the Second Lien Term Loan Obligations shall be reinstated to the extent of such Second Lien Term Loan Recovery. If this Agreement shall have been terminated prior to such Second Lien Term Loan Recovery, this Agreement shall be reinstated in full force and effect in the event of such Second Lien Term Loan 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 the ABL Agent, the First Lien Term Loan Agent, the Second Lien Term Loan Agent, any Additional Term Agent, the ABL Secured Parties, the First Lien Term Loan Secured Parties, the Second Lien Term Loan Secured Parties and any Additional 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 Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Credit Party in respect of the ABL Obligations, the First Lien Term Loan Obligations, the Second Lien Term Loan Obligations or any Additional Term Obligations. No priority or right of the Second Lien Term Loan Agent or any Second Lien Term Loan 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 Credit Party or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Second Lien Term Loan Documents, regardless of any knowledge thereof which the Second Lien Term Loan Agent or any Second Lien Term Loan Secured Party may have. (d) If any Additional Term Agent or any Additional Term Secured Party 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 Additional Term Obligations (an “Additional Term Recovery”), then the Additional Term Obligations shall be reinstated to the extent of such Additional Term Recovery. If this Agreement shall have been terminated prior to such Additional Term Recovery, this Agreement shall be reinstated in full force and effect in the event of such Additional Term 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 any Additional Term Agent, the ABL Agent, the First Lien Term Loan Agent, the Second Lien Term Loan Agent, any Additional Term Secured Parties, the ABL Secured Parties, the First Lien Term Loan Secured Parties and the Second Lien Term Loan 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 or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Credit Party in respect of any Additional Term Obligations, the ABL Obligations, the First Lien Term Loan Obligations or the Second Lien Term Loan Obligations. No priority or right of any Additional Term Agent or any Additional Term 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 Credit Party or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Additional Term Documents, regardless of any knowledge thereof which any Senior Priority Additional Term Agent or any Additional Term Secured Party may have.

Reinstatement and Continuation of Agreement. (a) 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 the Borrower, any Credit Party Guarantor, 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 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 from such date of reinstatement, but such reinstatement shall not impose an obligation on the Second Lien Agent or Second Lien Secured Parties to disgorge payments received by the Second Lien Agent prior to such reinstatement, including from the Proceeds of Collateral, in accordance with the terms of Section 4.1 hereof. All rights, interests, agreements, and obligations of each the First Lien Agent, each Senior Priority Creditorthe Second Lien Agent, the First Lien 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 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 First Lien Obligations or the Junior Priority Second Lien 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 the 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 Loan Documents, regardless of any knowledge thereof which the First Lien Agent or any Senior Priority First Lien Secured Party may have. (b) If the Second Lien Agent or any Second Lien Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Second Lien Obligations (a “Second Lien Recovery”), then the Second Lien Obligations shall be reinstated to the extent of such Second Lien Recovery. If this Agreement shall have been terminated prior to such Second Lien Recovery, this Agreement shall be reinstated in full force and effect in the event of such Second Lien 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 First Lien Agent or First Lien Secured Parties to disgorge payments received by the First Lien Agent prior to such reinstatement, including from the Proceeds of Collateral, in accordance with the terms of Section 4.1 hereof. All rights, interests, agreements, and obligations of the First Lien Agent, the Second Lien Agent, the First Lien Secured Parties, and 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 the Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of the Borrower or any Guarantor in respect of the First Lien Obligations or the Second Lien Obligations. No right of the Second Lien Agent or any Second 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 the Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Second Lien Loan Documents, regardless of any knowledge thereof which the Second Lien Agent or any Second Lien Secured Party 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 any Credit 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 Loan Agent, any Additional Agent, the ABL Secured Parties, the Term Loan Secured Parties and each Junior Priority Creditor any Additional 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 or any other circumstance which otherwise might constitute a defense available to, or a discharge of, of any Credit Party in respect of the Senior Priority ABL Obligations, the Term Loan Obligations or the Junior Priority any Additional 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 Credit 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 ABL Secured Party may have. (b) If the Term Loan Agent or any Term Loan Secured Party 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 Term Loan Obligations (a “Term Loan Recovery”), then the Term Loan Obligations shall be reinstated to the extent of such Term Loan Recovery. If this Agreement shall have been terminated prior to such Term Loan Recovery, this Agreement shall be reinstated in full force and effect in the event of such Term Loan 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 the ABL Agent, the Term Loan Agent, any Additional Agent, the ABL Secured Parties, the Term Loan Secured Parties and any Additional 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 or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Credit Party in respect of the ABL Obligations, the Term Loan Obligations or any Additional Obligations. No priority or right of the Term Loan Agent or any Term Loan 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 Credit Party or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Term Loan Documents, regardless of any knowledge thereof which the Term Loan Agent or any Term Loan Secured Party may have. (c) If any Additional ABL Agent or any Additional ABL Secured Party 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 Additional ABL Obligations (an “Additional ABL Recovery”), then the Additional ABL Obligations shall be reinstated to the extent of such Additional ABL Recovery. If this Agreement shall have been terminated prior to such Additional ABL Recovery, this Agreement shall be reinstated in full force and effect in the event of such Additional 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 any Additional ABL Agent, the ABL Agent, the Term Loan Agent, any Additional Term Agent, the Additional ABL Secured Parties, the ABL Secured Parties, the Term Loan Secured Parties and any Additional 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 Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Credit Party in respect of any Additional ABL Obligations, the ABL Obligations, the Term Loan Obligations or any Additional Term Obligations. No priority or right of any Additional ABL Agent or any Additional 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 Credit Party or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Additional ABL Documents, regardless of any knowledge thereof which any Senior Priority Additional ABL Agent or any Additional ABL Secured Party may have. (d) If any Additional Term Agent or any Additional Term Secured Party 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 Additional Term Obligations (an “Additional Term Recovery”), then the Additional Term Obligations shall be reinstated to the extent of such Additional Term Recovery. If this Agreement shall have been terminated prior to such Additional Term Recovery, this Agreement shall be reinstated in full force and effect in the event of such Additional Term 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 any Additional Term Agent, the ABL Agent, the Term Loan Agent, any Additional ABL Agent, any Additional Term Secured Parties, the ABL Secured Parties, the Term Loan Secured Parties and any Additional ABL 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 or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Credit Party in respect of any Additional Term Obligations, the ABL Obligations, the Term Loan Obligations or any Additional ABL Obligations. No priority or right of any Additional Term Agent or any Additional Term 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 Credit Party or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Additional Term Documents, regardless of any knowledge thereof which any Additional Term Agent or any Additional Term 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 CreditorCash Flow Collateral Agent, the ABL Lenders and each Junior Priority Creditor the Cash Flow 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 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 any Cash Flow Collateral 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. (b) If any Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party represented thereby is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of its respective Cash Flow Collateral Obligations (a “Cash Flow Collateral Recovery”), then such respective Cash Flow Collateral Obligations shall be reinstated to the extent of such Cash Flow Collateral Recovery. If this Agreement shall have been terminated prior to such Cash Flow Collateral Recovery, this Agreement shall be reinstated in full force and effect in the event of such Cash Flow Collateral 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 the ABL Agent, each Cash Flow Collateral Agent, the ABL Lenders and the Cash Flow 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 Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Borrower or any Guarantor in respect of the ABL Obligations or any Cash Flow Collateral Obligations. No priority or right of any Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party represented thereby 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 Cash Flow Collateral Documents, regardless of any knowledge thereof which such Cash Flow Collateral Agent or any Cash Flow Collateral Secured Party represented thereby may have.

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

Reinstatement and Continuation of Agreement. 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. (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 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 Cash Flow Agent, any Junior Agent, the ABL Secured Parties, the Cash Flow Secured Parties and each any Junior Priority Creditor 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, the Cash Flow Obligations or the Junior Priority 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 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. (b) If the Cash Flow Agent or any Cash Flow Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Cash Flow Obligations (a “Cash Flow Recovery”), then the Cash Flow Obligations shall be reinstated to the extent of such Cash Flow Recovery. If this Agreement shall have been terminated prior to such Cash Flow Recovery, this Agreement shall be reinstated in full force and effect in the event of such Cash Flow 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 the ABL Agent, the Cash Flow Agent, any Junior Agent, the ABL Secured Parties, the Cash Flow Secured Parties and any Junior 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 Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Borrower or any Guarantor in respect of the ABL Obligations, the Cash Flow Obligations or the Junior Obligations. No priority or right of the Cash Flow Agent or any Cash Flow 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 Cash Flow Documents, regardless of any knowledge thereof which the Cash Flow Agent or any Cash Flow Secured Party may have. (c) Each Junior Agent that becomes a party to this Agreement, for itself and on behalf of each Junior Secured Party represented thereby, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over to the applicable Senior Agent for application in accordance with the priorities set forth in this Agreement.

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 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 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 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 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 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 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 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 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 Agent or any Senior Priority ABL Secured Party may have. (b) If the Term Agent or any Term Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Term Obligations (a “Term Recovery”), then the Term Obligations shall be reinstated to the extent of such Term Recovery. If this Agreement shall have been terminated prior to such Term Recovery, this Agreement shall be reinstated in full force and effect in the event of such Term 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 the ABL Agent, the Term Agent, the ABL Secured Parties, and 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 Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Borrower or any Guarantor in respect of the ABL Obligations or the Term Obligations. No priority or right of the Term Agent or any Term 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 Term Documents, regardless of any knowledge thereof which the Term Agent or any Term Secured Party 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. (b) If the Term Agent or any Term Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Loan Party, or any other Person any payment made in satisfaction of all or any portion of the Term Obligations (a “Term Recovery”), then the Term Obligations shall be reinstated to the extent of such Term Recovery. If this Agreement shall have been terminated prior to such Term Recovery, this Agreement shall be reinstated in full force and effect in the event of such Term 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 Revolving Lender or Revolving Secured Parties to disgorge payments previously made, including from Proceeds of Term Priority Collateral. All rights, interests, agreements, and obligations of the Revolving Lender, the Term Agent, the Revolving Secured Parties, and 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 Loan Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Loan Party in respect of the Revolving Obligations or the Term Obligations. No priority or right of the Term Agent or any Term 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 Loan Party or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Term Documents, regardless of any knowledge thereof which the Term Agent or any Term Secured Party 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 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 Loan Agent, any Additional Agent, the ABL Secured Parties, the Term Loan Secured Parties and each Junior Priority Creditor any Additional 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, the Term Loan Obligations or the Junior Priority any Additional 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 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 ABL Secured Party may have. (b) If the Term Loan Agent or any Term Loan Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Term Loan Obligations (a “Term Loan Recovery”), then the Term Loan Obligations shall be reinstated to the extent of such Term Loan Recovery. If this Agreement shall have been terminated prior to such Term Loan Recovery, this Agreement shall be reinstated in full force and effect in the event of such Term Loan 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 the ABL Agent, the Term Loan Agent, any Additional Agent, the ABL Secured Parties, the Term Loan Secured Parties and any Additional 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 Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Borrower or any Guarantor in respect of the ABL Obligations, the Term Loan Obligations or any Additional Obligations. No priority or right of the Term Loan Agent or any Term Loan 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 Term Loan Documents, regardless of any knowledge thereof which the Term Loan Agent or any Term Loan Secured Party may have. (c) If any Additional ABL Agent or any Additional ABL Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Additional ABL Obligations (an “Additional ABL Recovery”), then the Additional ABL Obligations shall be reinstated to the extent of such Additional ABL Recovery. If this Agreement shall have been terminated prior to such Additional ABL Recovery, this Agreement shall be reinstated in full force and effect in the event of such Additional 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 any Additional ABL Agent, the ABL Agent, the Term Loan Agent, any Additional Term Agent, the Additional ABL Secured Parties, the ABL Secured Parties, the Term Loan Secured Parties and any Additional 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 Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Borrower or any Guarantor in respect of any Additional ABL Obligations, the ABL Obligations, the Term Loan Obligations or any Additional Term Obligations. No priority or right of any Additional ABL Agent or any Additional 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 Additional ABL Documents, regardless of any knowledge thereof which any Senior Priority Additional ABL Agent or any Additional ABL Secured Party may have. (d) If any Additional Term Agent or any Additional Term Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Additional Term Obligations (an “Additional Term Recovery”), then the Additional Term Obligations shall be reinstated to the extent of such Additional Term Recovery. If this Agreement shall have been terminated prior to such Additional Term Recovery, this Agreement shall be reinstated in full force and effect in the event of such Additional Term 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 any Additional Term Agent, the ABL Agent, the Term Loan Agent, any Additional ABL Agent, any Additional Term Secured Parties, the ABL Secured Parties, the Term Loan Secured Parties and any Additional ABL 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 Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Borrower or any Guarantor in respect of any Additional Term Obligations, the ABL Obligations, the Term Loan Obligations or any Additional ABL Obligations. No priority or right of any Additional Term Agent or any Additional Term 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 Additional Term Documents, regardless of any knowledge thereof which any Additional Term Agent or any Additional Term 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. (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 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 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 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 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 Agent or any Senior Priority ABL Secured Party may have. (b) If the Term Agent or any Term Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Term Obligations (a “Term Recovery”), then the Term Obligations shall be reinstated to the extent of such Term Recovery. If this Agreement shall have been terminated prior to such Term Recovery, this Agreement shall be reinstated in full force and effect in the event of such Term 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 the ABL Agent, the Term Agent, the ABL Secured Parties, and 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 Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Borrower or any Guarantor in respect of the ABL Obligations or the Term Obligations. No priority or right of the Term Agent or any Term 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 Term Documents, regardless of any knowledge thereof which the Term Agent or any Term Secured Party 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 any Credit Party ABL Borrower, any ABL 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 any Credit Party ABL Borrower or any ABL Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of, of any Credit Party ABL Borrower or any ABL 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 ABL Borrower or any ABL 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. (b) If the Term Agent or any Term Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the Administrative Borrower, any Term Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Term Obligations (a “Term Recovery”), then the Term Obligations shall be reinstated to the extent of such Term Recovery. If this Agreement shall have been terminated prior to such Term Recovery, this Agreement shall be reinstated in full force and effect in the event of such Term 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 the ABL Agent, the Term Agent, the ABL Secured Parties, and 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 Administrative Borrower or any Term Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of the Administrative Borrower or any Guarantor in respect of the ABL Obligations or the Term Obligations. No priority or right of the Term Agent or any Term Secured Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of the Administrative Borrower or any Term Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Term Documents, regardless of any knowledge thereof which the Term Agent or any Term 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 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 subject to the Senior Priority provisions of Section 4.1, the 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 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 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 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 Secured Party ABL Lender may have. (b) If the Term Agent or any Term Lender is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Term Obligations (a “Term Recovery”), then subject to the provisions of Section 4.1, the Term Obligations shall be reinstated to the extent of such Term Recovery. If this Agreement shall have been terminated prior to such Term Recovery, this Agreement shall be reinstated in full force and effect in the event of such Term 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 the ABL Agent, the Term Agent, the ABL Lenders, and 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 the Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of the Borrower or any Guarantor in respect of the ABL Obligations or the Term Obligations. No priority or right of the Term Agent or any Term Lender shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of the Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Term Documents, regardless of any knowledge thereof which the Term Agent or any Term Lender 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. (b) If the Second Lien Agent or any Second Lien Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Second Lien Obligations (a “Second Lien Recovery”), then the Second Lien Obligations shall be reinstated to the extent of such Second Lien Recovery. If this Agreement shall have been terminated prior to such Second Lien Recovery, this Agreement shall be reinstated in full force and effect in the event of such Second Lien 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 the ABL Agents, the Second Lien Agent, the ABL Secured Parties, and 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 Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Borrower or any Guarantor in respect of the ABL Obligations or the Second Lien Obligations. No priority or right of the Second Lien Agent or any Second 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 Second Lien Documents, regardless of any knowledge thereof which the Second Lien Agent or any Second Lien Secured Party 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 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 First Lien Notes Agent, the ABL Secured Parties, the First Lien Notes Secured Parties, and each Junior Priority Creditor the Future Notes Indebtedness 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 First Lien Notes 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 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. (b) If the First Lien Notes Agent, any First Lien Notes Secured Party, or any Future Notes Indebtedness Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the First Lien Notes Obligations (a “First Lien Notes Recovery”), then the First Lien Notes Obligations shall be reinstated to the extent of such First Lien Notes Recovery. If this Agreement shall have been terminated prior to such First Lien Notes Recovery, this Agreement shall be reinstated in full force and effect in the event of such First Lien Notes 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 the ABL Agent, the First Lien Notes Agent, the ABL Secured Parties, the First Lien Notes Secured Parties, and the Future Notes Indebtedness 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 Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Borrower or any Guarantor in respect of the ABL Obligations or the First Lien Notes Obligations. No priority or right of the the First Lien Notes Agent, any First Lien Notes Secured Party, or any Future Notes Indebtedness 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 First Lien Notes Documents, regardless of any knowledge thereof which the First Lien Notes Agent, any First Lien Notes Secured Party, or any Future Notes Indebtedness 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 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 Subordinated Lien Collateral Agents of the occurrence of any such ABL Recovery (provided that the failure to give such notice shall not affect the ABL Collateral Agents rights hereunder, except it being understood that no Subordinated Lien Collateral Agent shall 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 CreditorSubordinated Lien Collateral Agent, the ABL Secured Parties and each Junior Priority Creditor the Subordinated 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 applicable Subordinated 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 non-compliance 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 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 or the Co-Issuer, 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 Notes 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 Notes 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 Notes Collateral Agent, the ABL Secured Parties and each Junior Priority Creditor the 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 the Company, the Co-Issuer 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 ofof the Company, the Co-Issuer or any Credit Party Grantor in respect of the Senior Priority ABL Obligations or the Junior Priority Notes 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, the Co-Issuer 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. (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 any ABL Credit Party (or any trustee, receiver or similar person therefor), because the payment of such amount was declared to be fraudulent or preferential in any respect or for any other Person reason, any payment made in satisfaction of all or any portion of the Senior Priority Obligations amount (a an “Senior Priority ABL Recovery”), whether received as proceeds of security, enforcement of any right of setoff or otherwise, then as among the Senior Priority parties hereto the ABL Obligations shall be deemed to be reinstated to the extent of such Senior Priority RecoveryABL Recovery and to be outstanding as if such payment had not occurred and the ABL Secured Parties shall be entitled, to the extent they are entitled hereunder, to a Discharge of ABL Obligations with respect to all such recovered amounts and shall have all rights hereunder until such time. 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 Recoveryeffect, and such prior termination shall not diminish, release, discharge, impair, impair or otherwise affect the obligations of the Parties from such date of reinstatementparties hereto. All rights, interests, agreements, and obligations of each the ABL Agent, each Senior Priority Creditorthe [Term Loan] Agent, any Additional [Term] Agent, the ABL Secured Parties, the [Term Loan] Secured Parties and each Junior Priority Creditor any Additional [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 Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of, of any Credit Party in respect of the Senior Priority ABL Obligations, the [Term Loan] Obligations or the Junior Priority any Additional [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 Borrower or any Guarantor Credit 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 ABL Secured Party may have. (b) If the [Term Loan] Agent or any [Term Loan] Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any [Term Loan] Credit Party (or any trustee, receiver or similar person therefor), because the payment of such amount was declared to be fraudulent or preferential in any respect or for any other reason, any amount (a “[Term Loan] Recovery”), whether received as proceeds of security, enforcement of any right of setoff or otherwise, then as among the parties hereto the [Term Loan] Obligations shall be deemed to be reinstated to the extent of such [Term Loan] Recovery and to be outstanding as if such payment had not occurred and the [Term Loan] Secured Parties shall be entitled to a Discharge of [Term Loan] Obligations with respect to all such recovered amounts and shall have all rights hereunder until such time. If this Agreement shall have been terminated prior to such [Term Loan] Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. All rights, interests, agreements, and obligations of the ABL Agent, the [Term Loan] Agent, any Additional [Term] Agent, the ABL Secured Parties, the [Term Loan] Secured Parties and any Additional [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 Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Credit Party in respect of the ABL Obligations, the [Term Loan] Obligations or any Additional [Term[ Obligations. No priority or right of the [Term Loan] Agent or any [Term Loan] 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 Credit Party or by the noncompliance by any Person with the terms, provisions, or covenants of any of the [Term Loan] Documents, regardless of any knowledge thereof which the [Term Loan] Agent or any [Term Loan] Secured Party may have. (c) [Reserved]. (d) If any Additional [Term] Agent or any Additional [Term] Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Additional [Term] Credit Party (or any trustee, receiver or similar person therefor), because the payment of such amount was declared to be fraudulent or preferential in any respect or for any other reason, any amount (an “Additional [Term] Recovery”), whether received as proceeds of security, enforcement of any right of setoff or otherwise, then as among the parties hereto the Additional [Term] Obligations shall be deemed to be reinstated to the extent of such Additional [Term] Recovery and to be outstanding as if such payment had not occurred and the Additional [Term] Secured Parties shall be entitled to a Discharge of Additional [Term] Obligations with respect to all such recovered amounts and shall have all rights hereunder until such time. If this Agreement shall have been terminated prior to such Additional [Term] Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. All rights, interests, agreements, and obligations of any Additional [Term] Agent, the ABL Agent, the [Term Loan] Agent, any Additional [Term] Secured Parties, the ABL Secured Parties and the [Term Loan] 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 or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Credit Party in respect of any Additional [Term] Obligations, the ABL Obligations or the [Term Loan] Obligations. No priority or right of any Additional [Term] Agent or any Additional [Term] 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 Credit Party or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Additional [Term] Documents, regardless of any knowledge thereof which any Senior Priority Additional [Term] Agent or any Additional [Term] Secured Party may have.

Reinstatement and Continuation of Agreement. (a) If any Senior Priority the ABL Agent or Senior Priority Creditor any other 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 RecoveryABL Recovery and the Discharge of Term Loan Obligations or a Term Recovery (defined below) has not occurred, 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 Agents from such date of reinstatement. All rights, interests, agreements, and obligations of each the ABL Agent, each Senior Priority Creditorthe Term Agent, the other ABL Secured Parties, and each Junior Priority Creditor the other 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 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 other 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 Agent or any Senior Priority other ABL Secured Party may have. (b) If the Term Agent or any other Term Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Term Obligations (a “Term Recovery”), then the Term Obligations shall be reinstated to the extent of such Term Recovery. If this Agreement shall have been terminated prior to such Term Recovery and the Discharge of ABL Obligations or an ABL Recovery has not occurred, this Agreement shall be reinstated in full force and effect in the event of such Term Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Agents from such date of reinstatement. All rights, interests, agreements, and obligations of the ABL Agent, the Term Agent, the other ABL Secured Parties, and the other 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 Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Borrower or any Guarantor in respect of the ABL Obligations or the Term Obligations. No priority or right of the Term Agent or any other Term 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 Term Documents, regardless of any knowledge thereof which the Term Agent or any other Term Secured Party may have.

Reinstatement and Continuation of Agreement. (a) If any Senior Priority the Revolving Credit Agent or Senior Priority Creditor any 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 Obligations Revolving Debt (a “Senior Priority Recovery“ Revolving Recovery ”), then the Senior Priority Obligations Revolving Debt 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 reinstatementparties. All rights, interests, agreements, and obligations of each Agent, each Senior Priority Creditor, and each Junior Priority Creditor the 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 Obligations Revolving Debt or the Junior Priority ObligationsSecured HY Debt. No priority or right of the Revolving Credit Agent 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 Revolving Loan Party or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Senior Priority Revolving Loan Documents, regardless of any knowledge thereof which the Revolving Credit Agent or any Senior Priority Revolving Secured Party may have. (b) If the Note Collateral Agent or the Secured HY Note Holders are required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Loan Party or any other Person any payment made in satisfaction of all or any portion of the Secured HY Debt (a “ Secured HY Recovery ”), then the Secured HY Debt shall be reinstated to the extent of such Secured HY Recovery. If this Agreement shall have been terminated prior to such Secured HY Recovery, this Agreement shall be reinstated in full force and effect in the event of such Secured HY Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the parties from and after such date of reinstatement. All rights, interests, agreements, and obligations of the 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 Loan Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Loan Party in respect of the Revolving Debt or the Secured HY Debt. No right of the Note Collateral Agent or the Secured HY Note Holders shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Loan Party or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Secured HY Documents, regardless of any knowledge thereof which the Note Collateral Agent or the Secured HY Note Holders 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, any Junior Agent, the ABL Secured Parties, the Term Secured Parties and each any Junior Priority Creditor 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, the Term Obligations or the Junior Priority 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. (b) If the Term Agent or any Term Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Term Obligations (a “Term Recovery”), then the Term Obligations shall be reinstated to the extent of such Term Recovery. If this Agreement shall have been terminated prior to such Term Recovery, this Agreement shall be reinstated in full force and effect in the event of such Term 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 the ABL Agent, the Term Agent, any Junior Agent, the ABL Secured Parties, the Term Secured Parties and any Junior 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 Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of the Borrower or any Guarantor in respect of the ABL Obligations, the Term Obligations or the Junior Obligations. No priority or right of the Term Agent or any Term Secured Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of the Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Term Documents, regardless of any knowledge thereof which the Term Agent or any Term Secured Party may have. (c) Each Junior Agent that becomes a party to this Agreement, for itself and on behalf of each Junior Secured Party represented thereby, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over to the applicable Senior Agent for application in accordance with the priorities set forth in this Agreement.

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 35 Form of J. Crew Intercreditor Agreement 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. (b) If the Term Agent or any Term Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Term Obligations (a “Term Recovery”), then the Term Obligations shall be reinstated to the extent of such Term Recovery. If this Agreement shall have been terminated prior to such Term Recovery, this Agreement shall be reinstated in full force and effect in the event of such Term 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 the ABL Agent, the Term Agent, the ABL Secured Parties, and 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 Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of the Borrower or any Guarantor in respect of the ABL Obligations or the Term Obligations. No priority or right of the Term Agent or any Term Secured Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of the Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Term Documents, regardless of any knowledge thereof which the Term Agent or any Term Secured Party 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 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 RecoveryABL Recovery and the Discharge of Term Obligations or a Term Recovery (defined below) has not occurred, 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 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 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 non-compliance 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. (b) If the Term Agent or any Term Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Term Obligations (a “Term Recovery”), then the Term Obligations shall be reinstated to the extent of such Term Recovery. If this Agreement shall have been terminated prior to such Term Recovery and the Discharge of ABL Obligations or an ABL Recovery has not occurred, this Agreement shall be reinstated in full force and effect in the event of such Term 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 the ABL Agent, the Term Agent, the ABL Secured Parties, and 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 Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Borrower or any Guarantor in respect of the ABL Obligations or the Term Obligations. No priority or right of the Term Agent or any Term 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 non-compliance by any Person with the Terms, provisions, or covenants of any of the Term Documents, regardless of any knowledge thereof which the Term Agent or any Term Secured Party may have.

Reinstatement and Continuation of Agreement. If any Senior Priority the Term Loan Collateral Agent or Senior Priority Creditor any other Term Loan 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 Term Loan Obligations (a an “Senior Priority Term Loan Recovery”), then the Senior Priority Term Loan Obligations shall be reinstated to the extent of such Senior Priority Term Loan Recovery. If this Agreement shall have been terminated prior to such Senior Priority Term Loan Recovery, this Agreement shall be reinstated in full force and effect in the event of such Senior Priority Term Loan 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 Term Loan Collateral Agent shall use commercially reasonable efforts to give written notice to the Notes Collateral Agent of the occurrence of any such Term Loan Recovery (provided that the failure to give such notice shall not affect the Term Loan Collateral Agent’s rights hereunder, except it being understood that the Notes Collateral Agent shall not be charged with knowledge of such Term Loan Recovery or required to take any actions based on such Term Loan Recovery until it has received such written notice of the occurrence of such Term Loan Recovery). All rights, interests, agreements, and obligations of each the Term Loan Collateral Agent, the Notes Collateral Agent, each Senior Priority Creditorother Term Loan Secured Party, and each Junior Priority Creditor other Notes Secured Party 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 defence available to, or a discharge of, of any Credit Party Borrower or any Guarantor in respect of all or any portion of the Senior Priority Term Loan Obligations or the Junior Priority Notes Obligations. No priority or right of the Term Loan Collateral Agent or any Senior Priority other Term Loan 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 DocumentsTerm Loan Document, any Secured Swap Agreement or any Banking Services Agreement, regardless of any knowledge thereof which the Term Loan Collateral Agent or any Senior Priority other Term Loan Secured Party 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 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 parties from such date of reinstatement. All rights, interests, agreements, and obligations of each the ABL Agent, each Senior Priority Creditorthe Notes Collateral Agents, the ABL Secured Parties, and each Junior Priority Creditor the 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 ABL Obligations or the Junior Priority Notes 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 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 ABL Secured Party may have. (b) If any Notes Collateral Agent or any Notes Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Notes Obligations (a “Notes Recovery”), then the Notes Obligations shall be reinstated to the extent of such Notes Recovery. If this Agreement shall have been terminated prior to such Notes Recovery, this Agreement shall be reinstated in full force and effect in the event of such Notes 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 the ABL Agent, the Notes Collateral Agents, the ABL Secured Parties, and the 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 Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Borrower or any Guarantor in respect of the ABL Obligations or the Notes Obligations. No priority or right of the Notes Collateral Agents or any Notes 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 Notes Documents, regardless of any knowledge thereof which any Senior Priority Notes Collateral Agent or any Notes Secured Party 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. (b) If Collateral Agent, the Trustee, or any Noteholder is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any of its Subsidiaries or any other Person a Recovery, then the Indenture Secured Obligations shall be reinstated to the extent of such Recovery. No priority or right of the Collateral Agent, the Trustee, or any Noteholder 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 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 other Loan Documents or Indenture Loan Documents, regardless of any knowledge thereof which the Collateral Agent, the Trustee, or any Noteholder 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 or other applicable proceeding or otherwise to turn over or otherwise pay to the estate of the Borrowers, 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 US-DOCS\79710835.5 Senior Junior Intercreditor Agreement 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 Borrowers or any Credit Party Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of, either or the Borrowers 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 Borrower either or the Borrowers 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 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 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 Loan Agent, any Additional Agent, the ABL Secured Parties, the Term Loan Secured Parties and each Junior Priority Creditor any Additional 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, the Term Loan Obligations or the Junior Priority any Additional 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 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 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 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 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 other Loan Documents, regardless of any knowledge thereof which the Lender may have. (b) If Collateral Agent, the Trustee, or any Noteholder 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 a Recovery, then the Indenture Secured Obligations shall be reinstated to the extent of such Recovery. No priority or right of the Collateral Agent, the Trustee, or any Noteholder shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of the Borrower, any of its Subsidiaries or any Guarantor 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 Documentsother Indenture Agreements, regardless of any knowledge thereof which the Collateral Agent, the Trustee, or any Senior Priority Secured Party Noteholder 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. (b) If Collateral Agent, the Trustee, or any Noteholder is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any of its Subsidiaries or any other Person a Recovery, then the Indenture Secured Obligations shall be reinstated to the extent of such Recovery. No priority or right of the Collateral Agent, the Trustee, or any Noteholder 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 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 other Loan Documents or Indenture Loan Documents, regardless of any knowledge thereof which the Collateral Agent, the Trustee, or any Noteholder 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 2025 Notes Agent, any Additional Agent, the ABL Lenders, the 2025 Notes Creditors and each Junior Priority Creditor any Additional Creditors 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, the 2025 Notes Obligations or the Junior Priority any Additional 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 ABL Lender may have. (b) If the 2025 Notes Agent or any 2025 Notes Creditor is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the 2025 Notes Obligations (a “2025 Notes Recovery”), then the 2025 Notes Obligations shall be reinstated to the extent of such 2025 Notes Recovery. If this Agreement shall have been terminated prior to such 2025 Notes Recovery, this Agreement shall be reinstated in full force and effect in the event of such 2025 Notes 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 the ABL Agent, the 2025 Notes Agent, any Additional Agent, the ABL Lenders, the 2025 Notes Creditors and any Additional Creditors 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 Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Borrower or any Guarantor in respect of the ABL Obligations, the 2025 Notes Obligations or any Additional Obligations. No priority or right of the 2025 Notes Agent or any 2025 Notes 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 2025 Notes Documents, regardless of any knowledge thereof which the 2025 Notes Agent or any 2025 Notes Creditor may have. (c) If any Additional Agent or any Additional Creditor is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Additional Obligations (an “Additional Recovery”), then the Additional Obligations shall be reinstated to the extent of such Additional Recovery. If this Agreement shall have been terminated prior to such Additional Recovery, this Agreement shall be reinstated in full force and effect in the event of such Additional 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 the ABL Agent, the 2025 Notes Agent, any Additional Agent, the ABL Lenders, the 2025 Notes Creditors and any Additional Creditors 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 Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Borrower or any Guarantor in respect of the ABL Obligations, the 2025 Notes Obligations or any Additional Obligations. No priority or right of any Additional Agent or any Additional 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 Additional Documents, regardless of any knowledge thereof which any Senior Priority Secured Party Additional Agent or any Additional Creditor may have.

Reinstatement and Continuation of Agreement. 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, any Junior Agent, the ABL Secured Parties, the Term Secured Parties and each any Junior Priority Creditor 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 39168701_7 the Senior Priority ABL Obligations, the Term Obligations or the Junior Priority 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 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 For bracketed language here and elsewhere in this form relating to the Assignor(s), if the assignment is from a single Assignor, choose the first bracketed language. If the assignment is from multiple Assignors, choose the second bracketed language. For bracketed language here and elsewhere in this form relating to the Assignee(s), if the assignment is to a single Assignee, choose the first bracketed language. If the assignment is to multiple Assignees, choose the second bracketed language. Select as appropriate. Include bracketed language if there are either multiple Assignors or multiple Assignees. 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. 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 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. (b) If XX Xxxx'x Agent is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any XX Xxxx'x Credit Party or any other Person a Recovery, then the XX Xxxx'x Credit Agreement Secured Obligations shall be reinstated to the extent of such Recovery. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the parties hereto from such date of reinstatement. All rights, interests, agreements, and obligations of the XX Xxxx'x Agent, the XX Xxxx'x Lenders, the Collateral Agent, the Trustee, the Senior Agent, the Senior Lenders, and 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 any Insolvency Proceeding by or against any XX Xxxx'x Credit Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of any XX Xxxx'x Credit Party in respect of the XX Xxxx'x Credit Agreement Secured Obligations. No priority or right of the XX Xxxx'x Agent shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any XX Xxxx'x Credit Party 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 other Loan Documents, regardless of any knowledge thereof which the XX Xxxx'x Agent may have. (c) If Collateral Agent, the Trustee, or any Noteholder is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any Guarantor or any other Person a Recovery, then the Indenture Secured Obligations shall be reinstated to the extent of such Recovery. No priority or right of the Collateral Agent, the Trustee, or any Noteholder 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 other Indenture Agreements, regardless of any knowledge thereof which the Collateral Agent, the Trustee, or any Noteholder 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. (b) If Collateral Agent, the Trustee, or any Noteholder is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any Guarantor or any other Person a Recovery, then the Indenture Secured Obligations shall be reinstated to the extent of such Recovery. No priority or right of the Collateral Agent, the Trustee, or any Noteholder 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 other Indenture Agreements, regardless of any knowledge thereof which the Collateral Agent, the Trustee, or any Noteholder 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. (b) If the Collateral Agent, the Trustee, or any Noteholder is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of Parent, any Borrower, any Guarantor or any other Person a Recovery, then the Indenture Secured Obligations shall be reinstated to the extent of such Recovery. No priority or right of the Collateral Agent, the Trustee, or any Noteholder 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 other Indenture Agreements, regardless of any knowledge thereof which the Collateral Agent, the Trustee, or any Noteholder may have.

Reinstatement and Continuation of Agreement. If any Senior Priority Lien Agent or any Senior Priority Creditor Lien Secured Party is required in any Insolvency Proceeding or other applicable proceeding or otherwise to turn over or otherwise pay to the estate of the Borrowers, 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 Agentthe Senior Lien Agents, each the Junior Lien Agents, 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 Borrowers or any Credit Party Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of, either or the Borrowers 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 Agents 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 Borrower either or the Borrowers 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 Agents or any Senior Priority Lien Secured Party 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 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 Loan Agent, any Additional Term Agent, the ABL Secured Parties, the Term Loan Secured Parties and each Junior Priority Creditor any Additional 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 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, the Term Loan Obligations or the Junior Priority any Additional 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 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 ABL Secured Party may have. (b) If the Term Loan Agent or any Term Loan Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Term Loan Obligations (a “Term Loan Recovery”), then the Term Loan Obligations shall be reinstated to the extent of such Term Loan Recovery. If this Agreement shall have been terminated prior to such Term Loan Recovery, this Agreement shall be reinstated in full force and effect in the event of such Term Loan 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 the ABL Agent, the Term Loan Agent, any Additional Term Agent, the ABL Secured Parties, the Term Loan Secured Parties and any Additional 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 Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Borrower or any Guarantor in respect of the ABL Obligations, the Term Loan Obligations or any Additional Term Obligations. No priority or right of the Term Loan Agent or any Term Loan 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 Term Loan Documents, regardless of any knowledge thereof which the Term Loan Agent or any Term Loan Secured Party may have. (c) If any Additional Term Agent or any Additional Term Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Borrower, any Guarantor, or any other Person any payment made in satisfaction of all or any portion of the Additional Term Obligations (an “Additional Term Recovery”), then the Additional Term Obligations shall be reinstated to the extent of such Additional Term Recovery. If this Agreement shall have been terminated prior to such Additional Term Recovery, this Agreement shall be reinstated in full force and effect in the event of such Additional Term 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 any Additional Term Agent, the ABL Agent, the Term Loan Agent, any Additional Term Secured Parties, the ABL Secured Parties and the Term Loan 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 Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Borrower or any Guarantor in respect of any Additional Term Obligations, the ABL Obligations or the Term Loan Obligations. No priority or right of any Additional Term Agent or any Additional Term 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 Additional Term Documents, regardless of any knowledge thereof which any Senior Priority Additional Term Agent or any Additional Term Secured Party may have.

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