Common use of Reinstatement and Continuation of Agreement Clause in Contracts

Reinstatement and Continuation of Agreement. (a) If Agent or any Lender is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the any Debtor or any other Person any amount (a “Recovery”), then the Loan Agreement Secured Obligations shall be reinstated to the extent of such Recovery. If this Agreement shall have been terminated prior to such Recovery (or prior to any Recovery described in clause (b) of this Section), 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 Trustee, the Noteholders, the Agent, and the 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 Debtor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Debtor in respect of the Loan Agreement Secured Obligations or the Indenture Secured Obligations. No priority or right of the Agent or any Lender shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Debtor or by the noncompliance by any Person with the terms, provisions, or covenants of any Loan Document, regardless of any knowledge thereof which the Agent or any Lender may have. (b) If the Trustee or any Noteholder is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Debtor 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 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 Debtor or by the noncompliance by any Person with the terms, provisions, or covenants of any Loan Document, regardless of any knowledge thereof which the Trustee or any Noteholder may have.

Reinstatement and Continuation of Agreement. (a) If the ABL Agent or any Lender other ABL Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the any Debtor Obligor or any other Person any amount payment made in satisfaction of all or any portion of the ABL Obligations (a an “ABL Recovery”), then the Loan Agreement Secured ABL Obligations shall be reinstated to the extent of such ABL Recovery. If this Agreement shall have been terminated prior to such Recovery (or prior to any Recovery described in clause (b) of this Section)ABL Recovery, this Agreement shall be reinstated in full force and effecteffect in the event of such ABL Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the parties hereto Parties from such date of reinstatement. All rights, interests, agreements, and obligations of the TrusteeABL Agent, the NoteholdersTerm Agent, the AgentABL Secured Parties, and the Lenders 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 of, any Insolvency Proceeding by or against any Debtor Obligor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Debtor Obligor in respect of the Loan Agreement Secured ABL Obligations or the Indenture Secured Term Obligations. No priority or right of the ABL Agent or any Lender 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 Debtor Obligor or by the noncompliance by any Person with the terms, provisions, or covenants of any Loan Documentof the ABL Documents, regardless of any knowledge thereof which the ABL Agent or any Lender other ABL Secured Party may have. (b) If the Trustee Term Agent or any Noteholder other Term Credit Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Debtor Obligor or any other Person any payment made in satisfaction of all or any portion of the Term Obligations (a “Term Recovery”), then the Indenture Secured 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 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 Obligor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Obligor in respect of the ABL Obligations or the Term Obligations. No priority or right of the Trustee Term Agent or any Noteholder other 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 Debtor Obligor or by the noncompliance by any Person with the termsTerms, provisions, or covenants of any Loan Documentof the Term Documents, regardless of any knowledge thereof which the Trustee Term Agent or any Noteholder other Term Credit Party may have.

Reinstatement and Continuation of Agreement. (a) If the ABL Agent or any Lender ABL Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the ABL Borrower, any Debtor ABL Guarantor, or any other Person any amount payment made in satisfaction of all or any portion of the ABL Obligations (a an “ABL Recovery”), then the Loan Agreement Secured ABL Obligations shall be reinstated to the extent of such ABL Recovery. If this Agreement shall have been terminated prior to such Recovery (or prior to any Recovery described in clause (b) of this Section)ABL Recovery, this Agreement shall be reinstated in full force and effecteffect in the event of such ABL Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the parties hereto Parties from such date of reinstatement. All rights, interests, agreements, and obligations of the TrusteeABL Agent, the NoteholdersTerm Agent, the AgentABL Secured Parties, and the Lenders 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 of, any Insolvency Proceeding by or against the Borrower or any Debtor Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of of, the Borrower or any Debtor Guarantor in respect of the Loan Agreement Secured ABL Obligations or the Indenture Secured Term Obligations. No priority or right of the ABL Agent or any Lender 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 the ABL Borrower or any Debtor ABL Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any Loan Documentof the ABL Facility Documentation, regardless of any knowledge thereof which the ABL Agent or any Lender ABL Secured Party may have. (b) If the Trustee or any Noteholder is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Debtor 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 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 Debtor or by the noncompliance by any Person with the terms, provisions, or covenants of any Loan Document, regardless of any knowledge thereof which the Trustee or any Noteholder may have.

Reinstatement and Continuation of Agreement. (a) If the ABL Agent or any Lender ABL Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the Borrower, any Debtor Guarantor, or any other Person any amount payment made in satisfaction of all or any portion of the ABL Obligations (a an “ABL Recovery”), then the Loan Agreement Secured ABL Obligations shall be reinstated to the extent of such ABL Recovery. If this Agreement shall have been terminated prior to such Recovery (or prior to any Recovery described in clause (b) of this Section)ABL Recovery, this Agreement shall be reinstated in full force and effecteffect in the event of such ABL Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the parties hereto Parties from such date of reinstatement. All rights, interests, agreements, and obligations of the TrusteeABL Agent, the NoteholdersTerm Agent, the AgentABL Secured Parties, and the Lenders 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 of, any Insolvency Proceeding by or against the Borrower or any Debtor Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of the 35 Form of J. Crew Intercreditor Agreement Borrower or any Debtor Guarantor in respect of the Loan Agreement Secured ABL Obligations or the Indenture Secured Term Obligations. No priority or right of the ABL Agent or any Lender 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 the Borrower or any Debtor Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any Loan Documentof the ABL Documents, regardless of any knowledge thereof which the ABL Agent or any Lender ABL Secured Party may have. (b) If the Trustee or any Noteholder is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Debtor 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 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 Debtor or by the noncompliance by any Person with the terms, provisions, or covenants of any Loan Document, regardless of any knowledge thereof which the Trustee or any Noteholder may have.

Reinstatement and Continuation of Agreement. (a) If the ABL Agent or any Lender ABL Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the Borrower, any Debtor Guarantor, or any other Person any amount payment made in satisfaction of all or any portion of the ABL Obligations (a an “ABL Recovery”), then the Loan Agreement Secured ABL Obligations shall be reinstated to the extent of such ABL Recovery. If this Agreement shall have been terminated prior to such Recovery (or prior to any Recovery described in clause (b) of this Section)ABL Recovery, this Agreement shall be reinstated in full force and effecteffect in the event of such ABL Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the parties hereto Parties from such date of reinstatement. All rights, interests, agreements, and obligations of the TrusteeABL Agent, the NoteholdersTerm Agent, any Junior Agent, the AgentABL Secured Parties, the Term Secured Parties and the Lenders 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 of, any Insolvency Proceeding by or against the Borrower or any Debtor Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of the Borrower or any Debtor Guarantor in respect of the Loan Agreement Secured ABL Obligations, the Term Obligations or the Indenture Secured Junior Obligations. No priority or right of the ABL Agent or any Lender 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 the Borrower or any Debtor Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any Loan Documentof the ABL Documents, regardless of any knowledge thereof which the ABL Agent or any Lender ABL Secured Party may have. (b) If the Trustee or any Noteholder is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Debtor 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 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 Debtor or by the noncompliance by any Person with the terms, provisions, or covenants of any Loan Document, regardless of any knowledge thereof which the Trustee or any Noteholder may have.

Reinstatement and Continuation of Agreement. (a) If Agent or any Lender is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the Borrower, any Debtor of its Subsidiaries, any Guarantor or any other Person any amount (a “Recovery”"RECOVERY"), then the Loan Agreement Secured Obligations shall be reinstated to the extent of such Recovery. If this Agreement shall have been terminated prior to such Recovery (or prior to any Recovery described in clause (b) of this Section)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 Collateral Agent, the Trustee, the Noteholders, the AgentLender, and the Lenders 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 Borrower, any Debtor of its Subsidiaries or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of the Borrower, any Debtor Subsidiary or any Guarantor in respect of the Loan Agreement Secured Obligations or the Indenture Secured Obligations. No priority or right of the Agent or any 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, any Debtor 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 other Loan DocumentDocuments, regardless of any knowledge thereof which the Agent or any Lender may have. (b) If Collateral Agent, the Trustee Trustee, or any Noteholder is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the Borrower, any Debtor of its Subsidiaries, 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 Trustee 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 Debtor 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 other Indenture Loan DocumentDocuments, regardless of any knowledge thereof which the Trustee Collateral Agent, the Trustee, or any Noteholder may have.

Reinstatement and Continuation of Agreement. (a) If the ABL Agent or any Lender ABL Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the any Debtor Borrower, any Guarantor, or any other Person any amount payment made in satisfaction of all or any portion of the ABL Obligations (a an “ABL Recovery”), then the Loan Agreement Secured ABL Obligations shall be reinstated to the extent of such ABL Recovery. If this Agreement shall have been terminated prior to such Recovery (or prior to any Recovery described in clause (b) of this Section)ABL Recovery, this Agreement shall be reinstated in full force and effecteffect in the event of such ABL Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the parties hereto Parties from such date of reinstatement. All In such event, all rights, interests, agreements, and obligations of the TrusteeABL Agent, the NoteholdersNotes Agent, the Agent, ABL Secured Parties and the Lenders 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 of, any Insolvency Proceeding by or against any Debtor Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Debtor Borrower or any Guarantor in respect of the Loan Agreement Secured ABL Obligations or the Indenture Secured Notes Obligations. No priority or right of the ABL Agent or any Lender 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 Debtor Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any Loan Documentof the ABL Documents, regardless of any knowledge thereof which the ABL Agent or any Lender ABL Secured Party may have. (b) If the Trustee Notes Agent or any Noteholder Notes Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Debtor 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 Indenture Secured 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. In such event, all rights, interests, agreements, and obligations of the ABL Agent, the Notes Agent, 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 Trustee Notes Agent or any Noteholder 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 Debtor Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any Loan Documentof the Notes Documents, regardless of any knowledge thereof which the Trustee Notes Agent or any Noteholder Notes Secured Party may have.

Reinstatement and Continuation of Agreement. (a) If the ABL Agent or any Lender ABL Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the any Debtor Borrower, any Guarantor, or any other Person any amount payment made in satisfaction of all or any portion of the ABL Obligations (a an “ABL Recovery”), then the Loan Agreement Secured ABL Obligations shall be reinstated to the extent of such ABL Recovery. If this Agreement shall have been terminated prior to such Recovery (or prior to any Recovery described in clause (b) of this Section)ABL Recovery, this Agreement shall be reinstated in full force and effecteffect in the event of such ABL Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the parties hereto Parties from such date of reinstatement. All rights, interests, agreements, and obligations of the TrusteeABL Agent, the NoteholdersFirst Lien Notes Agent, the AgentABL Secured Parties, the First Lien Notes Secured Parties, and the Lenders 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 of, any Insolvency Proceeding by or against any Debtor Borrower or any Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Debtor Borrower or any Guarantor in respect of the Loan Agreement Secured ABL Obligations or the Indenture Secured First Lien Notes Obligations. No priority or right of the ABL Agent or any Lender 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 Debtor Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any Loan Documentof the ABL Documents, regardless of any knowledge thereof which the ABL Agent or any Lender ABL Secured Party may have. (b) If the Trustee or any Noteholder is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Debtor 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 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 Debtor or by the noncompliance by any Person with the terms, provisions, or covenants of any Loan Document, regardless of any knowledge thereof which the Trustee or any Noteholder may have.

Reinstatement and Continuation of Agreement. (a) If the ABL Agent or any Lender ABL Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the any Debtor Borrower, any other Credit Party, or any other Person any amount payment made in satisfaction of all or any portion of the ABL Obligations (a an “ABL Recovery”), then the Loan Agreement Secured ABL Obligations shall be reinstated to the extent of such ABL Recovery. If this Agreement shall have been terminated prior to such Recovery (or prior to any Recovery described in clause (b) of this Section)ABL Recovery, this Agreement shall be reinstated in full force and effecteffect in the event of such ABL Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the parties hereto Parties from such date of reinstatement. All rights, interests, agreements, and obligations of the TrusteeABL Agent, the NoteholdersTerm Agents, the AgentABL Secured Parties, and the Lenders 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 of, any Insolvency Proceeding by or against any Debtor Borrower or any other Credit Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Debtor Borrower or any other Credit Party in respect of the Loan Agreement Secured ABL Obligations or the Indenture Secured Term Obligations. No priority or right of the ABL Agent or any Lender 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 Debtor Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any Loan Documentof the ABL Documents, regardless of any knowledge thereof which the ABL Agent or any Lender ABL Secured Party may have. (b) . ak. If the Trustee any Term Agent or any Noteholder Term Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the US Borrower, any Debtor 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 Indenture Secured Term Obligations shall be reinstated to the #94592040v2 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 US Borrower or any other Credit Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of the US Borrower or any other Credit Party in respect of the ABL Obligations or the Term Obligations. No priority or right of the Trustee any Term Agent or any Noteholder 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 US Borrower or any Debtor other Credit Party or by the noncompliance by any Person with the terms, provisions, or covenants of any Loan Documentof the Term Documents, regardless of any knowledge thereof which the Trustee any Term Agent or any Noteholder Term Secured Party may have.

Reinstatement and Continuation of Agreement. (a) If the First Lien Collateral Agent or any Lender First Lien Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the Company, any Debtor other Grantor, or any other Person any amount payment made in satisfaction of all or any portion of the First Lien Obligations (a “Recovery”), then the Loan Agreement Secured First Lien Obligations shall be reinstated to the extent of such Recovery. If this Agreement shall have been terminated prior to such Recovery (or prior to any Recovery described in clause (b) of this Section)Recovery, this Agreement shall be reinstated in full force and effecteffect in the event of such Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the parties hereto Parties from such date of reinstatement. The First Lien Collateral Agent shall use commercially reasonable efforts to give written notice to the Subordinated Lien Collateral Agents of the occurrence of any such Recovery (provided that the failure to give such notice shall not affect the First Lien Collateral Agent’s rights hereunder, except it being understood that no Subordinated Lien Collateral Agent shall be charged with knowledge of such Recovery or required to take any actions based on such Recovery until it has received such written notice of the occurrence of such Recovery). All rights, interests, agreements, and obligations of the TrusteeFirst Lien Collateral Agent, each Subordinated Lien Collateral Agent, the Noteholders, the Agent, First Lien Secured Parties and the Lenders 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 of, any Insolvency Proceeding by or against the Company or any Debtor 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 the Company or any Debtor Grantor in respect of the Loan Agreement Secured First Lien Obligations or the Indenture Secured applicable Subordinated Lien Obligations. No priority or right of the First Lien Collateral Agent or any Lender 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 the Company or any Debtor other Grantor or by the noncompliance non-compliance by any Person with the terms, provisions, or covenants of any Loan Documentof the First Lien Documents, regardless of any knowledge thereof which the First Lien Collateral Agent or any Lender First Lien Secured Party may have. (b) If the Trustee or any Noteholder is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Debtor 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 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 Debtor or by the noncompliance by any Person with the terms, provisions, or covenants of any Loan Document, regardless of any knowledge thereof which the Trustee or any Noteholder may have.

Reinstatement and Continuation of Agreement. (a) If the ABL Agent or any Lender ABL Secured Party is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the any Debtor Credit Party or any other Person any amount payment made in satisfaction of all or any portion of the ABL Obligations (a an “ABL Recovery”), then the Loan Agreement Secured ABL Obligations shall be reinstated to the extent of such ABL Recovery. If this Agreement shall have been terminated prior to such Recovery (or prior to any Recovery described in clause (b) of this Section)ABL Recovery, this Agreement shall be reinstated in full force and effecteffect in the event of such ABL Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the parties hereto Parties from such date of reinstatement. All rights, interests, agreements, and obligations of the TrusteeABL Agent, the Noteholders[Cash Flow] Agent, any Additional Agent, the AgentABL Secured Parties, the [Cash Flow] Secured Parties and the Lenders 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 of, any Insolvency Proceeding by or against any Debtor Credit Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Debtor Credit Party in respect of the Loan Agreement Secured ABL Obligations, the [Cash Flow] Obligations or the Indenture Secured any Additional Obligations. No priority or right of the ABL Agent or any Lender 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 Debtor Credit Party or by the noncompliance by any Person with the terms, provisions, or covenants of any Loan Documentof the ABL Documents, regardless of any knowledge thereof which the ABL Agent or any Lender ABL Secured Party may have. (b) If the Trustee or any Noteholder is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Debtor 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 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 Debtor or by the noncompliance by any Person with the terms, provisions, or covenants of any Loan Document, regardless of any knowledge thereof which the Trustee or any Noteholder may have.

Reinstatement and Continuation of Agreement. (a) If Agent or any Lender is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of the any Debtor or any other Person any amount (a “"Recovery”"), then the Loan Agreement Secured Obligations shall be reinstated to the extent of such Recovery. If this Agreement shall have been terminated prior to such Recovery (or prior to any Recovery described in clause (b) of this Section), 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 Trustee, the Noteholders, the Agent, and the 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 Debtor or any other circumstance which otherwise might constitute a defense available to, or a discharge of any Debtor in respect of the Loan Agreement Secured Obligations or the Indenture Secured Obligations. No priority or right of the Agent or any Lender shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Debtor or by the noncompliance by any Person with the terms, provisions, or covenants of any Loan Document, regardless of any knowledge thereof which the Agent or any Lender may have. (b) If the Trustee or any Noteholder is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Debtor 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 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 Debtor or by the noncompliance by any Person with the terms, provisions, or covenants of any Loan Document, regardless of any knowledge thereof which the Trustee or any Noteholder may have.

Reinstatement and Continuation of Agreement. (a) If the First Lien Agent or any Lender First 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 Debtor Guarantor or any other Person any amount payment made in satisfaction of all or any portion of the First Lien Obligations (a “First Lien Recovery”), then the Loan Agreement Secured First Lien Obligations shall be reinstated to the extent of such First Lien Recovery. If this Agreement shall have been terminated prior to such Recovery (or prior to any Recovery described in clause (b) of this Section)First Lien Recovery, this Agreement shall be reinstated in full force and effecteffect in the event of such First Lien Recovery, and such prior termination shall not diminish, release, discharge, impair, impair or otherwise affect the obligations of the parties hereto Parties from such date of reinstatement. All rights, interests, agreements, agreements and obligations of the TrusteeFirst Lien Agent, the NoteholdersSecond Lien Agent, the Agent, First Lien Secured Parties and the Lenders 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 of, any Insolvency Proceeding by or against either the Borrower or any Debtor Guarantor or any other circumstance which otherwise might constitute a defense available to, or a discharge of of, either the Borrower or any Debtor Guarantor in respect of the Loan Agreement Secured First Lien Obligations or the Indenture Secured Second Lien Obligations. No priority or right of the First Lien Agent or any Lender 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 either the Borrower or any Debtor Guarantor or by the noncompliance by any Person with the terms, provisions, provisions or covenants of any Loan Documentof the First Lien Documents, regardless of any knowledge thereof which the First Lien Agent or any Lender First Lien Secured Party may have. (b) If the Trustee or any Noteholder is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Debtor 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 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 Debtor or by the noncompliance by any Person with the terms, provisions, or covenants of any Loan Document, regardless of any knowledge thereof which the Trustee or any Noteholder may have.