Common use of Reinstatement/Termination Clause in Contracts

Reinstatement/Termination. This Guaranty shall remain in full force and effect and continue to be effective should any petition be filed by or against any Loan Party for liquidation or reorganization, should any Loan Party become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of any Loan Party’s assets, and shall, to the fullest extent permitted by Applicable Law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Guarantied Obligations, or any part thereof, is, pursuant to Applicable Law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligees of the Guarantied Obligations or such part thereof, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Guarantied Obligations shall, to the fullest extent permitted by Law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. Subject to the reinstatement provisions of this Section 12, this Guaranty shall remain in full force and effect until the date upon which (a) all of the Guaranteed Obligations are fully, indefeasibly, absolutely and unconditionally paid and performed, (b) the Revolving Commitments and Term Commitments are terminated, and (c) all Swap Contracts with respect to all Swap Obligations have expired, been terminated or secured on terms that are reasonably acceptable to the parties to such Swap Contract.

Reinstatement/Termination. This Guaranty shall remain in full force and effect and continue to be effective should any petition be filed by or against any Loan Party for liquidation or reorganization, should any Loan Party become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of any Loan Party’s assets, and shall, to the fullest extent permitted by Applicable Law, continue to be effective or be reinstated, as the case may be, if (a) If at any time any payment and performance of the Guarantied Obligations, or any part thereof, is, pursuant to Applicable Law, Secured Obligations is rescinded or reduced in amount, or must otherwise be restored or returned by any obligees upon the insolvency, bankruptcy or reorganization of GMX or otherwise, the obligations of GMX, the Trustee, the Secured LC Providers, the Secured Hedge Providers and Collateral Agent under this Agreement, with respect to that payment, shall be reinstated as though the payment had been due but not made at that time. (b) If all of the Guarantied Secured Hedge Obligations have been paid in full or terminated (and all settlement amounts, unpaid amounts, interest and other amounts then due to each Secured Hedge Provider thereunder have been paid in full) or the terms of all Secured Hedge Agreements have otherwise expired, in the sole discretion of each Secured Hedge Provider under its Secured Hedge Agreements, the parties hereto may terminate this Agreement with respect to the Secured Hedge Obligations by an instrument in writing and this Agreement shall thereupon be so terminated. (c) If all of the Secured Hedge Agreements with a Secured Hedge Provider have been indefeasibly paid in full or terminated (and all settlement amounts, unpaid amounts, interest and other amounts then due to such part thereofSecured Hedge Provider have been paid in full) or the terms of all such contracts have otherwise expired, whether in the sole discretion of each Secured Hedge Provider under its Secured Hedge Agreements, then such Secured Hedge Provider shall provide GMX, each other Secured Hedge Provider, Secured LC Provider, the Trustee, and Collateral Agent prompt written notice of such circumstance and, upon delivery of such written notice, such counterparty shall cease to be a “Secured Hedge Provider” for all purposes, shall be deemed removed as a “voidable preference,Secured Hedge Provider” under this Agreement, and shall thereafter have no rights under the Security Instruments. (d) If GMX has issued to a Secured Hedge Provider a letter of credit as credit support replacement for the Security Instruments then securing such Secured Hedge Provider (such letter of credit to be in form and substance and in an amount and from an issuing bank satisfactory to such Secured Hedge Provider) to secure payment of any of its obligations under the Secured Hedge Agreements to which such Secured Hedge Provider is a party, any Secured Hedge Obligations supported by such a letter of credit (and only to the extent of the undrawn face amount thereof) shall not be secured by the Security Instruments so long as such a letter of credit remains legally enforceable and valid. (e) Any Secured Hedge Provider under this Agreement and the Security Instruments may at any time elect to no longer be a “fraudulent transfer,Secured Hedge Provider” or otherwise, all as though such payment or performance had not been made. In under this Agreement and the event that any payment, or any part thereof, is rescinded, reduced, restored or returnedSecurity Instruments by giving written notice to Collateral Agent, the Guarantied Obligations shallTrustee, to the fullest extent permitted by LawSecured LC Providers, be reinstated the other Secured Hedge Providers and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. Subject to the reinstatement provisions of this Section 12, this Guaranty shall remain in full force and effect until the date upon which (a) all of the Guaranteed Obligations are fully, indefeasibly, absolutely and unconditionally paid and performed, (b) the Revolving Commitments and Term Commitments are terminatedGMX, and (c) upon delivery of such written notice, such counterparty shall cease to be a “Secured Hedge Provider” for all Swap Contracts with respect purposes, and each Secured Hedge Agreement of such Person shall cease to all Swap Obligations have expired, been terminated or secured on terms that are reasonably acceptable to the parties to such Swap Contractbe Secured Hedge Agreements.

Reinstatement/Termination. This Guaranty shall remain in full force and effect and continue to be effective should any petition be filed by or against any Loan Party for liquidation or reorganization, should any Loan Party become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of any Loan Party’s assets, and shall, to the fullest extent permitted by Applicable Law, continue to be effective or be reinstated, as the case may be, if (a) If at any time any payment and performance of the Guarantied Obligations, Loan Obligations or any part thereof, is, pursuant to Applicable Law, the Approved Hedge Counterparty Obligations is rescinded or reduced in amount, or must otherwise be restored or returned by upon the insolvency, bankruptcy or reorganization of Borrower or any obligees of the Guarantied Obligations or such part thereof, whether as a “voidable preference,” “fraudulent transfer,” Guarantor or otherwise, all the obligations of Borrower, Guarantors, Agent, Approved Hedge Counterparties and Collateral Agent under this Agreement, with respect to that payment, shall be reinstated as though such the payment or performance had been due but not been made. In the event made at that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Guarantied Obligations shall, to the fullest extent permitted by Law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. Subject to the reinstatement provisions of this Section 12, this Guaranty shall remain in full force and effect until the date upon which time. (ab) If all of the Guaranteed Approved Hedge Counterparty Obligations are fully(other than contingent Approved Hedge Counterparty Obligations with respect to which no claim has been made) have been indefeasibly paid in full or terminated (and all settlement amounts, indefeasiblyunpaid amounts, absolutely interest and unconditionally other amounts then due to each Approved Hedge Counterparty thereunder have been paid in full) or the terms of all Approved Hedge Agreements have otherwise expired, in the sole determination of each Approved Hedge Counterparty under its Approved Hedge Agreement, then, at the request of Borrower, all of the parties hereto as of such time shall terminate this Agreement in writing and performed, (b) the Revolving Commitments this Agreement shall thereupon be terminated in all respects and Term Commitments are terminated, and for all purposes. (c) If all Swap Contracts of the Approved Hedge Agreements with respect an Approved Hedge Counterparty have been indefeasibly paid in full or terminated (and all settlement amounts, unpaid amounts, interest and other amounts then due to such Approved Hedge Counterparty have been paid in full) or the terms of all Swap Obligations such contracts have otherwise expired, been terminated in the sole determination of each Approved Hedge Counterparty under its Approved Hedge Agreement, then, upon written notice from such Approved Hedge Counterparty or secured on terms that are reasonably acceptable Borrower (confirmed in writing by the other) to each other Approved Hedge Counterparty, Agent and Collateral Agent of such circumstance, such counterparty shall cease to be an “Approved Hedge Counterparty” for all purposes, shall be deemed removed as an “Approved Hedge Counterparty” under this Agreement and shall thereafter have no rights under the Security Instruments. (d) If Borrower has issued or arranged for a third party to issue to an Approved Hedge Counterparty a letter of credit as credit support replacement for the Security Instruments then securing such Approved Hedge Counterparty (such letter of credit to be in form and substance and in an amount and from an issuing bank satisfactory to such Approved Hedge Counterparty) to secure payment of any of its obligations under the Approved Hedge Agreements to which such Approved Hedge Counterparty is a party, any Approved Hedge Counterparty Obligations supported by such a letter of credit (and only to the parties extent of the undrawn face amount thereof) shall not be secured by the Security Instruments so long as such a letter of credit remains legally enforceable and valid. (e) Any Approved Hedge Counterparty under this Agreement and the Security Instruments may at any time elect to no longer be an “Approved Hedge Counterparty” under this Agreement and the Security Instruments by giving written notice to Collateral Agent, Agent, all other Approved Hedge Counterparties and Borrower, and upon delivery of such Swap Contractwritten notice, such counterparty shall cease to be an “Approved Hedge Counterparty” for all purposes, and each Commodity Hedge Agreement of such Person shall cease to be an Approved Hedge Agreement.

Reinstatement/Termination. This Guaranty shall remain in full force and effect and continue to be effective should any petition be filed by or against any Loan Obligated Party for liquidation or reorganization, should any Loan Obligated Party become insolvent or make an assignment for the benefit of creditors or should a receiver or trustee be appointed for all or any significant part of any Loan Obligated Party’s assets, and shall, to the fullest extent permitted not prohibited by Applicable applicable Law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Guarantied Guaranteed Obligations, or any part thereof, is, pursuant to Applicable applicable Law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligees of the Guarantied Guaranteed Obligations or such part thereof, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Guarantied Guaranteed Obligations shall, to the fullest extent permitted by Law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. Subject to the reinstatement provisions of this Section 12, this Guaranty shall remain in full force and effect until the date upon which (a) all of the Guaranteed Obligations are fully, indefeasibly, absolutely and unconditionally paid and performed, (b) the Revolving Commitments and Term Commitments are terminated, and (c) all Swap Contracts with respect to all Swap Obligations have expired, been terminated or secured on terms that are reasonably acceptable to the parties to such Swap ContractRelease Date.

Reinstatement/Termination. This Guaranty shall remain in full force and effect and continue to be effective (i) should any petition be filed by or against any Loan Party for liquidation or reorganizationunder any Debtor Relief Law, (ii) should any Loan Party become insolvent or make an assignment for the benefit of creditors or (iii) should a receiver or trustee be appointed for all or any significant part of any Loan Party’s assets, and this Guaranty shall, to the fullest extent permitted by Applicable applicable Law, continue to be effective or be reinstated, as the case may be, if at any time payment and performance of the Guarantied Guaranteed Obligations, or any part thereof, is, pursuant to Applicable applicable Law, rescinded or reduced in amount, or must otherwise be restored or returned by any obligees of the Guarantied Guaranteed Obligations or such part thereof, whether as a “voidable preference,” “fraudulent transfer,” or otherwise, all as though such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Guarantied Guaranteed Obligations shall, to the fullest extent permitted not prohibited by Law, be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or returned. Subject to the reinstatement provisions of this Section 12, this Guaranty shall shall, as to each Guarantor, remain in full force and effect until the date upon which (a) all earliest to occur of the Guaranteed Obligations are fully, indefeasibly, absolutely and unconditionally paid and performed, (b) the Revolving Commitments and Term Commitments are terminated, and (c) all Swap Contracts with respect to all Swap Obligations have expired, been terminated or secured on terms that are reasonably acceptable to the parties Release Date applicable to such Swap ContractGuarantor and the Termination Date.