Common use of Termination; Reinstatement Clause in Contracts

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty (30) days prior written notice by one party to the other. Notwithstanding the foregoing, no termination pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the other. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the BlueCrest Senior Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. 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. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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.

Termination; Reinstatement. This Agreement shall continue and shall be irrevocable until the earlier of (a) This Agreement may be terminated upon at least thirty the date on which all of the Senior Indebtedness has been Finally Paid or otherwise discharged and released in writing by the Senior Lenders and (30b) days prior written notice by one party the date on which Senior Agent has received evidence reasonably satisfactory to Senior Agent of the satisfaction, in the form of common Equity Interests of the Parent, of all of the Parent’s obligations under the Subordinated Note, together with a termination and release agreement reasonably satisfactory to Senior Agent with respect to the other. Notwithstanding Subordinated Documents, duly executed by the foregoingParent and Subordinated Creditor; provided, no that, in the case of any termination pursuant to Section 6(aof this Agreement under the preceding clause (a), (i) shall impair the rights or priorities created or acquired hereunder by either obligations of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with Subordinated Creditor under this Agreement shall continue to be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth aboveeffective, or to such other address designated by such party by notice to be reinstated, as the other. (b) If BlueCrest case may be, if at any time any payment in respect of any Senior Indebtedness is rescinded, set aside or is otherwise required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid restored or disgorged for returned by Senior Agent or any reasonSenior Creditor by reason of any bankruptcy, including without limitation because it was found to be a reorganization, arrangement, composition or similar proceeding, such payment being declared fraudulent or preferential transferpreferential, or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any amount (a “Recovery”)Loan Party or any substantial part of its respective property, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the BlueCrest Senior Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding all as if though such payment had not occurred been made and repayment in full of the BlueCrest Senior Debt (ii) Section 19 shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated continue in full force and effect, and such prior termination effect until the Subordinated Indebtedness is paid in full. Subordinated Creditor agrees that it shall not diminish, release, discharge, impair be entitled to benefit from any avoidance action affecting or otherwise affect the obligations of the parties hereto. (c) If Lender is required relating to any distribution or allocation made in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recoveryaccordance with this Agreement, whether received as proceeds of security, enforcement of any right of set-off by preference or otherwise, then it being understood and agreed that the Subordinated Debt shall be reinstated to the extent benefit of such Recovery avoidance action otherwise allocable to it shall instead by allocated and deemed to be outstanding as if such payment had not occurred and repayment turned over for application in full of accordance with the Lender Subordinated Debt shall be deemed not to have occurred. If priorities set forth in 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 heretoAgreement.

Termination; Reinstatement. This Agreement shall continue and shall be irrevocable until the earlier of (a) This Agreement may be terminated upon at least thirty the date on which all of the Senior Indebtedness has been Finally Paid or otherwise discharged and released in writing by the Senior Lenders and (30b) days prior written notice by one party the date on which Senior Agent has received evidence reasonably satisfactory to Senior Agent of the satisfaction, in the form of common Equity Interests of the Parent, of all of the Parent’s obligations under the Subordinated Note, together with a termination and release agreement reasonably satisfactory to Senior Agent with respect to the other. Notwithstanding Subordinated Documents, duly executed by the foregoingParent and Subordinated Creditor; provided, no that, in the case of any termination pursuant to Section 6(aof this Agreement under the preceding clause (a), (i) shall impair the rights or priorities created or acquired hereunder by either obligations of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with Subordinated Creditor under this Agreement shall continue to be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth aboveeffective, or to such other address designated by such party by notice to be reinstated, as the other. (b) If BlueCrest case may be, if at any time any payment in respect of any Senior Indebtedness is rescinded, set aside or is otherwise required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid restored or disgorged for returned by Senior Agent or any reasonSenior Creditor by reason of any bankruptcy, including without limitation because it was found to be a reorganization, arrangement, composition or similar proceeding, such payment being declared fraudulent or preferential transferpreferential, or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar officer for, any amount (a “Recovery”)Loan Party or any substantial part of its respective property, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the BlueCrest Senior Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding all as if though such payment had not occurred been made and repayment in full of the BlueCrest Senior Debt (ii) Section 19 hereof shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated continue in full force and effect, and such prior termination effect until the Subordinated Indebtedness is paid in full. Subordinated Creditor agrees that it shall not diminish, release, discharge, impair be entitled to benefit from any avoidance action affecting or otherwise affect the obligations of the parties hereto. (c) If Lender is required relating to any distribution or allocation made in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recoveryaccordance with this Agreement, whether received as proceeds of security, enforcement of any right of set-off by preference or otherwise, then it being understood and agreed that the Subordinated Debt shall be reinstated to the extent benefit of such Recovery avoidance action otherwise allocable to it shall instead by allocated and deemed to be outstanding as if such payment had not occurred and repayment turned over for application in full of accordance with the Lender Subordinated Debt shall be deemed not to have occurred. If priorities set forth in 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 heretoAgreement.

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty (30) days prior written notice by one party to the other. Notwithstanding the foregoing, no termination pursuant Subject to Section 6(a2.10(c) below, this Guaranty shall impair remain in full force and effect until all the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement Guaranteed Obligations shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit indefeasibly paid in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherfull. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to No payment made by the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferBorrower, any amount (a “Recovery”)Guarantor, whether or any other Person received as proceeds of securityor collected by the Lender from the Borrower, enforcement any Guarantor, or any other Person by virtue of any right of action or proceeding or any set-off or otherwise, then appropriation or application at any time or from time to time in reduction of or in payment of the BlueCrest Senior Debt Guaranteed Obligations shall be reinstated deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations shall have been indefeasibly paid in full. (c) Each Guarantor agrees that, if any payment made by the Borrower or any other Person applied to the Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of any Collateral are required to be refunded by the Lender to the Borrower, its estate, trustee, receiver or any other Person, including, without limitation, any Guarantor, under any Applicable Law or equitable cause, then, to the extent of such Recovery payment or repayment, each Guarantor’s liability hereunder (and deemed to any Lien or Collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been canceled or surrendered (and if any Lien or Collateral securing such Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement Guaranty (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if payment (or any Lien or Collateral securing such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoobligation).

Termination; Reinstatement. If all of the Indebtedness (a) This Agreement may be terminated upon at least thirty (30) days prior written notice by one party to the other. Notwithstanding the foregoing, no termination other than contingent liabilities pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the other. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reasonindemnity, including without limitation because it was found Section 5.5 and Section 5.6 hereof, for claims which have not been asserted, or which have not yet accrued) shall have been paid and performed in full (in cash) and all commitments to extend credit or other credit accommodations under the Credit Agreement have been terminated, the Agent shall, upon the written request of the Debtors, execute and deliver to the Debtors a proper instrument or instruments acknowledging the release and termination of the security interests created by this Agreement, and shall duly assign and deliver to the Debtors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Agent and has not previously been sold or otherwise applied pursuant to this Agreement; provided however that, the effectiveness of this Agreement shall continue or be reinstated, as the case may be, in the event: (a) that any payment received or credit given by the Agent or the Lenders, or any of them, is returned, disgorged, rescinded or required to be recontributed to any party as an avoidable preference, impermissible setoff, fraudulent conveyance, restoration of capital or otherwise under any applicable state, federal, or local law of any jurisdiction, including laws pertaining to bankruptcy or insolvency, and this Agreement shall thereafter be enforceable against the Debtors as if such returned, disgorged, recontributed or rescinded payment or credit has not been received or given by the Agent or the Lenders, and whether or not the Agent or any Lender relied upon such payment or credit or changed its position as a fraudulent consequence thereof or preferential transfer(b) that any liability is imposed, or sought to be imposed against the Agent or the Lenders, or any amount of them, relating to the environmental condition of any of property mortgaged or pledged to the Agent on behalf of the Lenders by any Debtor, the Borrower or other party as collateral (a “Recovery”)in whole or part) for any indebtedness or obligation evidenced or secured by this Agreement, whether received as proceeds of securitysuch condition is known or unknown, enforcement now exists or subsequently arises (excluding only conditions which arise after acquisition by the Agent or any Lender of any right such property, in lieu of set-off foreclosure or otherwise, then due to the BlueCrest Senior Debt wrongful act or omission of the Agent or such Lenders, or any person other than the Borrower, the Subsidiaries, or any Affiliates of the Borrower or the Subsidiaries), and this Agreement shall thereafter be reinstated enforceable against the Debtors to the extent of all such Recovery liabilities, costs and deemed expenses (including reasonable attorneys’ fees) incurred by the Agent or Lenders as the direct or indirect result of any such environmental condition but only for which the Borrower is obligated to be outstanding as if such payment had not occurred the Agent and repayment in full the Lenders pursuant to the Credit Agreement. For purposes of the BlueCrest Senior Debt shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery“environmental condition” includes, this Agreement shall be reinstated in full force and effectwithout limitation, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay conditions existing with respect to the estate of Debtorsurface or ground water, because such amount was avoided drinking water supply, land surface or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then subsurface strata and the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoambient air.

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty (30) days prior written notice Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash and any commitments of the Lenders or facilities provided by one party the Lenders with respect to the otherGuaranteed Obligations are terminated. Notwithstanding the foregoing, no termination this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or the Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to Section 6(aany settlement entered into by the Secured Parties in their discretion) shall impair the rights to be repaid to a trustee, receiver or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and any other notices given party, in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the other. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for proceeding under any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off Debtor Relief Laws or otherwise, then the BlueCrest Senior Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding all as if such payment had not been made or such setoff had not occurred and repayment in full whether or not the Agent (for the benefit of the BlueCrest Senior Debt Secured Parties) is in possession of or has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. The obligations of the Guarantor under this paragraph shall be deemed not to have occurred. If revived and this Agreement shall have been Guaranty reinstated in the event that this Guaranty is terminated prior to such Recovery, the occurrence of the events giving rise to the Guarantor’s obligations under this Agreement shall be reinstated in full force paragraph and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. (c) If Lender is required in any Proceeding Guarantor under this paragraph shall survive termination of this Guaranty. Notwithstanding the foregoing, or otherwise to disgorge, turn over or otherwise pay anything to the estate of Debtorcontrary contained in this Guaranty, because such amount was avoided or ordered to any Guarantor’s obligations hereunder may be paid or disgorged for terminated and released at any reasontime, including without limitation because it was found to be a fraudulent or preferential transferlimitation, at any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated time prior to the extent indefeasible payment and performance of such Recovery all Guaranteed Obligations, in accordance with the terms of Credit Agreement, including without limitation, Section 6.12 and deemed to be outstanding as if such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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.Section 9.11

Termination; Reinstatement. Except for any release of a Guarantor pursuant to Section 9.10 of the Credit Agreement, this Guaranty is a continuing, absolute and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash (aother than contingent indemnification obligations that have not yet been asserted) This Agreement may be terminated upon at least thirty (30) days prior written notice and any commitments of the Lenders and the L/C Issuers or facilities provided by one party the Lenders and the L/C Issuers with respect to the otherGuaranteed Obligations are terminated. Notwithstanding the foregoing, no termination this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of any Borrower or a Guarantor is made, or the Administrative Agent, the L/C Issuer or any Lender exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to Section 6(aany settlement entered into by the Administrative Agent, the L/C Issuer or such Lender in its discretion) shall impair the rights to be repaid to a trustee, receiver or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and any other notices given party, in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the other. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for proceeding under any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off Debtor Relief Laws or otherwise, then the BlueCrest Senior Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding all as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If this Agreement shall have been terminated prior to made or 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. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment setoff had not occurred and repayment whether or not the Administrative Agent, the L/C Issuer or such Lender is in full possession of the Lender Subordinated Debt shall be deemed not to have occurredor has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. 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 The obligations of the parties heretoeach Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Subject to clause (30c) days prior written notice by one party to below, this Guaranty shall remain in full force and effect until all the other. Notwithstanding the foregoing, no termination pursuant to Section 6(a) Guaranteed Obligations shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit paid in full and the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherRevolving Credit Commitments terminated. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to No payment made by the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferBorrower, any amount (a “Recovery”)Guarantor, whether or any other Person received as proceeds of securityor collected by the Administrative Agent or any Lender from such Borrower, enforcement any Guarantor, or any other Person by virtue of any right of action or proceeding or any set-off or otherwise, then appropriation or application at any time or from time to time in reduction of or in payment of the BlueCrest Senior Debt Guaranteed Obligations shall be reinstated deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations shall have been paid in full and the Revolving Credit Commitments terminated. (c) Each Guarantor agrees that, if any payment made by the Borrower or any other Person applied to the Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened claim, or the proceeds of any collateral are required to be refunded by the Administrative Agent or any Lender to such Borrower, its estate, trustee, receiver or any other Person, including, without limitation, any Guarantor, under any Applicable Law or equitable cause, then, to the extent of such Recovery payment or repayment, each Guarantor’s liability hereunder (and deemed to any Lien or collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been canceled or surrendered (and if any Lien or collateral securing such Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement Guaranty (and such Lien or collateral) shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if payment (or any Lien or collateral securing such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoobligation).

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty and the security interests created or granted hereby shall terminate on the earlier of (30i) days prior written notice by one party to the other. Notwithstanding date that the foregoing, no termination last of the Guarantor Obligations shall have been fully and indefeasibly paid and satisfied or (ii) the date that IPG releases the Guarantor from its obligations hereunder pursuant to Section 6(a) that certain Option Agreement, dated as of October 6, 1995, by and among AACI, IPG and Infoplan, at which time IPG shall, if requested by Debtor, execute and deliver to Debtor for filing in each office in which any security agreement, notice or other filing, or any part thereof, shall impair have been filed, an instrument releasing IPG's security interest in the rights Collateral, and such other documents and instruments to terminate any security interest of IPG granted hereby as Debtor may reasonably request, all without recourse upon, or priorities created or acquired hereunder by either of warranty whatsoever by, IPG, except that the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement same shall be deemed to have been given when received if personally delivered free and clear of any claims, liens or sent encumbrances created by overnight courier or five (5) business days after deposit in respect of IPG, and at the United States mail, postage prepaid, addressed to each cost and expense of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the other. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the BlueCrest Senior Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If this This Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated remain in full force and effecteffect and continue to be effective should any petition be filed by or against Debtor for liquidation or reorganization, should Debtor 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 Debtor's assets, and such prior termination shall not diminishcontinue to be effective or be reinstated, releaseas the case may be, discharge, impair or otherwise affect the obligations if at any time payment and performance of the parties hereto. (c) If Lender is required Guarantor Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or returned by any Proceeding or otherwise to disgorge, turn over or otherwise pay to obligee of the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any RecoveryGuarantor Obligations, whether received as proceeds of securitya voidable preference, enforcement of any right of set-off fraudulent conveyance, or otherwise, then all as though such payment or performance had not been made. In the Subordinated Debt event that any payment, or any part thereof, is rescinded, reduced, restored or returned, the Guarantor Obligations shall be reinstated to the extent of such Recovery and deemed to be outstanding as if reduced only by such payment had amount paid and not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recoveryso rescinded, this Agreement shall be reinstated in full force and effectreduced, and such prior termination shall not diminish, release, discharge, impair restored or otherwise affect the obligations of the parties heretoreturned.

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Subject to clause (30c) days prior written notice by one party below, this Guaranty shall remain in full force and effect until all the Guaranteed Obligations (other than (1) contingent indemnification obligations, (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the other. Notwithstanding applicable Cash Management Bank or Hedge Bank shall have been made and (3) Letters of Credit that have either been Cash Collateralized or as to which arrangements satisfactory to the foregoing, no termination pursuant to Section 6(aIssuing Lender have been made) shall impair and all the rights or priorities created or acquired hereunder by either obligations of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement Guarantors shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit indefeasibly paid in full in cash and the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherCommitments terminated. (b) If BlueCrest is required No payment made by the Borrower, any Guarantor, any other guarantor or any other Person received or collected by the Administrative Agent or any other Secured Party from the Borrower, any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in any Proceeding reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise to disgorgeaffect the liability of any Guarantor hereunder which shall, turn over notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or otherwise pay any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the estate maximum liability of Debtorsuch Guarantor hereunder until the Guaranteed Obligations (other than (1) contingent indemnification obligations, because such amount was avoided (2) obligations and liabilities under Secured Cash Management Agreements or ordered Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (3) Letters of Credit that have either been Cash Collateralized or as to which arrangements satisfactory to the Issuing Lender have been made) and all the obligations of the Guarantors shall have been indefeasibly paid in full in cash and the Commitments terminated. (c) Each Guarantor agrees that, if any payment made by the Borrower or any other Person applied to the Guaranteed Obligations is at any time avoided, annulled, set aside, rescinded, invalidated, declared to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferor otherwise required to be refunded or repaid, or is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any Collateral are required to be refunded by the Administrative Agent or any other Secured Party to the Borrower, its estate, trustee, receiver or any other Person, including, without limitation, any amount (a “Recovery”)Guarantor, whether received as proceeds of securityunder any Applicable Law or equitable cause, enforcement of any right of set-off or otherwisethen, then the BlueCrest Senior Debt shall be reinstated to the extent of such Recovery payment or repayment, each Guarantor’s liability hereunder (and deemed to any Lien or Collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been canceled or surrendered (and if any Lien or Collateral securing such Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement Guaranty (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if payment (or any Lien or Collateral securing such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoobligation).

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Subject to subsection (30c) days prior written notice by one party to below, this Guaranty shall remain in full force and effect until all the other. Notwithstanding Guaranteed Obligations and all the foregoing, no termination pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either obligations of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement Guarantors shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit paid in full and the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherCommitments terminated. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to No payment made by the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferBorrower, any amount (a “Recovery”)Guarantor, whether or any other Person received as proceeds of securityor collected by the Administrative Agent or any Lender from the Borrower, enforcement any Guarantor, or any other Person by virtue of any right of action or proceeding or any set-off or otherwise, then appropriation or application at any time or from time to time in reduction of or in payment of the BlueCrest Senior Debt Guaranteed Obligations shall be reinstated deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations and all the obligations of the Guarantors shall have been paid in full and the Commitments terminated. (c) Each Guarantor agrees that, if any payment made by the Borrower or any other Person applied to the Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid or the proceeds of any Collateral are required to be refunded by the Administrative Agent or any Lender to the Borrower, its estate, trustee, receiver or any other Person, including, without limitation, any Guarantor, under any Applicable Law or equitable cause, then, to the extent of such Recovery payment or repayment, each Guarantor’s liability hereunder (and deemed to any Lien or Collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been canceled or surrendered (and if any Lien or Collateral securing such Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement Guaranty shall be reinstated in full force and effect, (and each Guarantor shall take such action as is necessary to reinstate such Lien or Collateral) and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed payment (or the obligation of such Guarantor to be outstanding as if provide such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. If this Agreement shall have been terminated prior to Lien or Collateral securing 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 heretoobligation).

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Subject to clause (30c) days prior written notice by one party below, this Guaranty shall remain in full force and effect until all the Guaranteed Obligations (other than (1) contingent indemnification obligations, (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the other. Notwithstanding applicable Cash Management Bank or Hedge Bank shall have been made and (3) Letters of Credit that have been Cash Collateralized) and all the foregoing, no termination pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either obligations of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement Guarantors shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit indefeasibly paid in full in cash and the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherRevolving Credit Commitments terminated. (b) If BlueCrest is required No payment made by the Borrower, any Guarantor, any other guarantor or any other Person received or collected by the Administrative Agent or any other Secured Party from the Borrower, any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in any Proceeding reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise to disgorgeaffect the liability of any Guarantor hereunder which shall, turn over notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors under this Guaranty or otherwise pay any payment received or collected from such Guarantor in respect of the obligations of the Guarantors under this Guaranty), remain liable for the obligations of the Guarantors up to the estate maximum liability of Debtorsuch Guarantor hereunder until the Guaranteed Obligations (other than (1) contingent indemnification obligations, because such amount was avoided (2) obligations and liabilities under Secured Cash Management Agreements or ordered Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made and (3) Letters of Credit that have been Cash Collateralized) and all the obligations of the Guarantors under this Guaranty shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments terminated. (c) Each Guarantor agrees that, if any payment made by the Borrower or any other Person applied to the Guaranteed Obligations is at any time avoided, annulled, set aside, rescinded, invalidated, declared to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferor otherwise required to be refunded or repaid, or is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any Collateral are required to be refunded by the Administrative Agent or any other Secured Party to the Borrower, its estate, trustee, receiver or any other Person, including, without limitation, any amount (a “Recovery”)Guarantor, whether received as proceeds of securityunder any Applicable Law or equitable cause, enforcement of any right of set-off or otherwisethen, then the BlueCrest Senior Debt shall be reinstated to the extent of such Recovery payment or repayment, each Guarantor’s liability hereunder (and deemed to any Lien or Collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been canceled or surrendered (and if any Lien or Collateral securing such Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement Guaranty (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if payment (or any Lien or Collateral securing such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoobligation).

Termination; Reinstatement. If all of the Indebtedness (a) This Agreement may be terminated upon at least thirty (30) days prior written notice by one party to the other. Notwithstanding the foregoing, no termination other than contingent liabilities pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the other. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reasonindemnity, including without limitation because it was found Section 5.5 and Section 5.6 hereof, for claims which have not been asserted, or which have not yet accrued) shall have been paid and performed in full (in cash) and all commitments to extend credit or other credit accommodations under the Credit Agreement have been terminated, the security interests granted hereunder shall automatically terminate and the Agent shall, upon the written request of the Debtors, execute and deliver to the Debtors a proper instrument or instruments acknowledging the release and termination of the security interests created by this Agreement, and shall duly assign and deliver to the Debtors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Agent and has not previously been sold or otherwise applied pursuant to this Agreement; provided however that, the effectiveness of this Agreement shall continue or be reinstated, as the case may be, in the event: (a) that any payment received or credit given by the Agent or the Lenders, or any of them, is returned, disgorged, rescinded or required to be recontributed to any party as an avoidable preference, impermissible setoff, fraudulent conveyance, restoration of capital or otherwise under any applicable state, federal, or local law of any jurisdiction, including laws pertaining to bankruptcy or insolvency, and this Agreement shall thereafter be enforceable against the Debtors as if such returned, disgorged, recontributed or rescinded payment or credit has not been received or given by the Agent or the Lenders, and whether or not the Agent or any Lender relied upon such payment or credit or changed its position as a fraudulent consequence thereof or preferential transfer(b) that any liability is imposed, or sought to be imposed against the Agent or the Lenders, or any amount of them, relating to the environmental condition of any of property mortgaged or pledged to the Agent on behalf of the Lenders by any Debtor, the Borrower or other party as collateral (a “Recovery”)in whole or part) for any indebtedness or obligation evidenced or secured by this Agreement, whether received as proceeds of securitysuch condition is known or unknown, enforcement now exists or subsequently arises (excluding only conditions which arise after acquisition by the Agent or any Lender of any right such property, in lieu of set-off foreclosure or otherwise, then due to the BlueCrest Senior Debt wrongful act or omission of the Agent or such Lenders, or any person other than the Borrower, the Subsidiaries, or any Affiliates of the Borrower or the Subsidiaries), and this Agreement shall thereafter be reinstated enforceable against the Debtors to the extent of all such Recovery liabilities, costs and deemed expenses (including reasonable attorneys’ fees) incurred by the Agent or Lenders as the direct or indirect result of any such environmental condition but only for which the Borrower is obligated to be outstanding as if such payment had not occurred the Agent and repayment in full the Lenders pursuant to the Credit Agreement. For purposes of the BlueCrest Senior Debt shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery“environmental condition” includes, this Agreement shall be reinstated in full force and effectwithout limitation, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay conditions existing with respect to the estate of Debtorsurface or ground water, because such amount was avoided drinking water supply, land surface or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then subsurface strata and the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoambient air.

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Subject to clause (30c) days prior written notice by one party to the other. Notwithstanding the foregoingbelow, no termination pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to remain in full force and effect until all the Guaranteed Obligations and all the obligations of the Guarantors shall have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit indefeasibly paid in full in cash and the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherCommitments terminated. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to No payment made by the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferBorrower, any amount (a “Recovery”)Guarantor or any other Person received or collected by the Administrative Agent or any other Secured Party from the Borrower, whether received as proceeds of security, enforcement any Guarantor or any other Person by virtue of any right of action or proceeding or any set-off or otherwise, then appropriation or application at any time or from time to time in reduction of or in payment of the BlueCrest Senior Debt Guaranteed Obligations shall be reinstated deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations and all the obligations of the Guarantors shall have been indefeasibly paid in full in cash and the Commitments terminated. (c) Each Guarantor agrees that, if any payment made by the Borrower or any other Person applied to the Guaranteed Obligations is at any time avoided, annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened claim, or the proceeds of any Collateral are required to be refunded by the Administrative Agent or any other Secured Party to the Borrower, its estate, trustee, receiver or any other Person, including, without limitation, any Guarantor, under any Applicable Law or equitable cause, then, to the extent of such Recovery payment or repayment, each Guarantor’s liability hereunder (and deemed to any Lien or Collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement shall have been canceled or surrendered (and if any Lien or Collateral securing such Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement (and such Lien or Collateral, if any) shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if payment (or any Lien or Collateral securing such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoobligation).

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Subject to clause (30c) days prior written notice by one party to below, this Guaranty shall remain in full force and effect until all the other. Notwithstanding Guaranteed Obligations and all the foregoing, no termination pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either obligations of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with Guarantors under this Agreement Guaranty shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit paid in full and the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherCommitments terminated. (b) If BlueCrest is required in No payment made by any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferBorrower, any amount (a “Recovery”)Guarantor, whether or any other Person received as proceeds of securityor collected by the Administrative Agent or any other Secured Party from any Borrower, enforcement any Guarantor, or any other Person by virtue of any right of action or proceeding or any set-off or otherwise, then appropriation or application at any time or from time to time in reduction of or in payment of the BlueCrest Senior Debt Guaranteed Obligations shall be reinstated deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations and all the obligations of the Guarantors shall have been paid in full and the Commitments terminated. (c) Each Guarantor agrees that, if any payment made by any Borrower or any other Person applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened claim, or the proceeds of any Collateral are required to be refunded by the Administrative Agent or any other Secured Party to any Borrower, its estate, trustee, receiver or any other Person, including any Guarantor, under any Applicable Law or equitable cause, then, to the extent of such Recovery payment or repayment, each Guarantor’s liability hereunder (and deemed to any Lien or Collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been canceled or surrendered (and if any Lien or Collateral securing such Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement Guaranty (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if payment (or any Lien or Collateral securing such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoobligation).

Termination; Reinstatement. Subject to Section 2.21 and 10.17 of the Credit Agreement, this Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until (a) This Agreement may all Guaranteed Obligations and any other amounts payable under this Guaranty are paid in full and all Revolving Credit Commitments have terminated, there exist no unpaid Reimbursement Obligations and no Letter of Credit issued for the account of the Borrower shall be terminated upon outstanding or (b) so long as no Event of Default has occurred and is continuing, then at least thirty such time as the aggregate outstanding principal amount of Indebtedness of Subsidiaries of OneBeacon Limited that is guaranteed by the Borrower is $70,000,000 or less (30excluding (i) days prior written notice by one party any series of such Indebtedness if all of such series has been defeased (including legal or covenant defeasance) or discharged and (ii) such Indebtedness to the otherextent it is held by the Borrower or any of its Subsidiaries). Notwithstanding the foregoing, no termination any release of Guarantee Obligations pursuant to Section 6(aclause (a) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement above shall be deemed subject to have been given when received the provision that such Guarantee Obligations shall be reinstated as to the Guarantors at the time of such release if personally delivered after such release any portion of any payment in respect of the Guaranteed Obligations is rescinded or sent by overnight courier must otherwise be restored or five (5) business days after deposit in returned upon the United States mailinsolvency, postage prepaidbankruptcy, addressed to each dissolution, liquidation or reorganization of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth abovethe Borrower or such Guarantor, or to upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or other similar officer for, the Borrower or such other address designated by such party by notice to the other. (b) If BlueCrest is required in Guarantor or any Proceeding or otherwise to disgorgesubstantial part of its property, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the BlueCrest Senior Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding all as if though such payment had not occurred been made and repayment whether or not the Administrative Agent is in full possession of or has released this Guaranty. In addition, upon request of the BlueCrest Senior Debt Borrower, the Administrative Agent shall (without vote or consent of any Lender) take such actions as may be deemed required to release all Guarantee Obligations under this Guaranty of any Guarantor if such Guarantor is merged or consolidated into another Person and such Guarantor is not the surviving Person of such merger or consolidation, or such Guarantor is liquidated, wound-up or dissolved, or such Guarantor otherwise ceases to have occurred. If this Agreement shall be a Subsidiary of the Borrower; provided, however, that (x) the surviving Person of any such merger or consolidation is, or any assets transferred in connection with such liquidation, winding-up or dissolution are transferred to, a Guarantor (including a Subsidiary of the Borrower that becomes a Guarantor in connection with such transaction) or a Subsidiary of a Guarantor (including a Person that will become a Subsidiary of a Guarantor in connection with such transaction) or (y) after giving effect to any such merger, consolidation, liquidation, winding-up, dissolution, or cessation of such Guarantor’s status as a Subsidiary of the Borrower, the aggregate Consolidated Net Worth of all other Guarantors (including any Person that becomes a Guarantor or Subsidiary of a Guarantor in connection with such transaction but excluding for purposes of calculating the aggregate Consolidated Net Worth of all Guarantors any outstanding Indebtedness of the Borrower to a Guarantor (to the extent reflected as an asset of such Guarantor in the calculation of such Consolidated Net Worth) is not less than the amount then required by Section 7.1(a) of the Credit Agreement, on a pro forma basis as of the end of the most recently completed fiscal quarter for which financial statements have been terminated prior delivered 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 Administrative Agent pursuant to Section 6.1(a) of the Credit Agreement. The obligations of the parties heretoGuarantors under this paragraph shall survive termination of this Guaranty. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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.

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Subject to clause (30c) days prior written notice by one party to below, this Guaranty shall remain in full force and effect until all the other. Notwithstanding the foregoing, no termination pursuant to Section 6(a) Guaranteed Obligations shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit paid in full and the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherRevolving Credit Commitments terminated. (b) If BlueCrest is required in No payment made by any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferBorrower, any amount (a “Recovery”)Guarantor, whether or any other Person received as proceeds of securityor collected by the Administrative Agent or any Lender from such Borrower, enforcement any Guarantor, or any other Person by virtue of any right of action or proceeding or any set-off or otherwise, then appropriation or application at any time or from time to time in reduction of or in payment of the BlueCrest Senior Debt Guaranteed Obligations shall be reinstated deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Guaranteed Obligations or any payment received or collected from such Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed Obligations up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations shall have been paid in full and the Revolving Credit Commitments terminated. (c) Each Guarantor agrees that, if any payment made by any Borrower or any other Person applied to the Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened claim, or the proceeds of any collateral are required to be refunded by the Administrative Agent or any Lender to such Borrower, its estate, trustee, receiver or any other Person, including, without limitation, any Guarantor, under any Applicable Law or equitable cause, then, to the extent of such Recovery payment or repayment, each Guarantor’s liability hereunder (and deemed to any Lien or collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been canceled or surrendered (and if any Lien or collateral securing such Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement Guaranty (and such Lien or collateral) shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if payment (or any Lien or collateral securing such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoobligation).

Termination; Reinstatement. This Borrower Guaranty is a continuing and irrevocable guaranty of all Guaranteed Subsidiary Obligations now or hereafter existing and shall remain in full force and effect until the termination of the Aggregate Commitments and payment in full of all Obligations (aother than (x) This Agreement contingent indemnification obligations, (y) contingent Guaranteed Subsidiary Obligations, and (z) Obligations under any Secured Cash Management Agreements and Secured Hedge Agreements, provided, that with respect to Foreign Subsidiary F/X Obligations guaranteed pursuant to the Borrower Guaranty and Secured Hedge Agreements only, no Hedge Bank holding any Foreign Subsidiary F/X Obligations or Obligations under any Secured Hedge Agreement, as the case may be terminated upon be, has provided written notice to the Administrative Agent, at least thirty two (302) days Business Days prior written notice by one party to the otherproposed date of any such release of Liens, that arrangements for replacement collateral, if any, consistent with the requirements of any applicable Foreign F/X Swap Contract or Secured Hedge Agreement have not been made for the benefit of such Hedge Bank) and the expiration or termination of all Letters of Credit (other than Letters of Credit that have been Cash Collateralized, back-stopped by a letter of credit or deemed reissued under another agreement, in each case, in a manner satisfactory to the applicable L/C Issuer, in its sole discretion). Notwithstanding the foregoing, no termination this Borrower Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Administrative Borrower, any Guarantor or any Foreign Swap Obligor is made, or the Administrative Agent or any other Secured Party exercises its right of setoff, in respect of the Guaranteed Subsidiary Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to Section 6(aany settlement entered into by the Administrative Agent or any other Secured Party in its discretion) shall impair the rights to be repaid to a trustee, receiver or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and any other notices given party, in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the other. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for proceeding under any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off Debtor Relief Laws or otherwise, then the BlueCrest Senior Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding all as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If this Agreement shall have been terminated prior to made or 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. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment setoff had not occurred and repayment whether or not the Administrative Agent is in full possession of the Lender Subordinated Debt shall be deemed not to have occurredor has released this Borrower Guaranty and regardless of any prior revocation, rescission, termination or reduction. 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 The obligations of the parties heretoAdministrative Borrower under this paragraph shall survive termination of this Borrower Guaranty.

Termination; Reinstatement. Upon the Payment in Full of the Indebtedness, the Agent shall, upon the written request of the Debtors, execute and deliver to the Debtors a proper instrument or instruments acknowledging the release and termination of the security interests created by this Agreement, and shall duly assign and deliver to the Debtors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Agent and has not previously been sold or otherwise applied pursuant to this Agreement; provided however that, the effectiveness of this Agreement shall continue or be reinstated, as the case may be, in the event: (a) This Agreement may that any payment received or credit given by the Agent or the Lenders, or any of them, is returned, disgorged, rescinded or required to be terminated upon at least thirty (30) days prior written notice by one recontributed to any party as an avoidable preference, impermissible setoff, fraudulent conveyance, restoration of capital or otherwise under any applicable state, federal, or local law of any jurisdiction, including laws pertaining to the other. Notwithstanding the foregoingbankruptcy or insolvency, no termination pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall thereafter be deemed to have enforceable against the Debtors as if such returned, disgorged, recontributed or rescinded payment or credit has not been received or given when received if personally delivered by the Agent or sent by overnight courier the Lenders, and whether or five (5) business days after deposit in not the United States mail, postage prepaid, addressed to each of Agent or any Lender and to BlueCrest, with relied upon such payment or credit or changed its position as a copy to Debtor, at their respective offices set forth above, consequence thereof or to such other address designated by such party by notice to the other. (b) If BlueCrest that any liability is required in imposed, or sought to be imposed against the Agent or the Lenders, or any Proceeding or otherwise to disgorgeof them, turn over or otherwise pay relating to the estate environmental condition of any of property mortgaged or pledged to the Agent on behalf of the Lenders by any Debtor, because such amount was avoided the Borrower or ordered to be paid other party as collateral (in whole or disgorged part) for any reason, including without limitation because it was found to be a fraudulent indebtedness or preferential transfer, any amount (a “Recovery”)obligation evidenced or secured by this Agreement, whether received as proceeds of securitysuch condition is known or unknown, enforcement now exists or subsequently arises (excluding only conditions which arise after acquisition by the Agent or any Lender of any right such property, in lieu of set-off foreclosure or otherwise, then due to the BlueCrest Senior Debt wrongful act or omission of the Agent or such Lenders, or any person other than the Borrower, the Subsidiaries, or any Affiliates of the Borrower or the Subsidiaries), and this Agreement shall thereafter be reinstated enforceable against the Debtors to the extent of all such Recovery liabilities, costs and deemed expenses (including reasonable attorneys’ fees) incurred by the Agent or Lenders as the direct or indirect result of any such environmental condition but only for which the Borrower is obligated to be outstanding as if such payment had not occurred the Agent and repayment in full the Lenders pursuant to the Credit Agreement. For purposes of the BlueCrest Senior Debt shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery“environmental condition” includes, this Agreement shall be reinstated in full force and effectwithout limitation, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay conditions existing with respect to the estate of Debtorsurface or ground water, because such amount was avoided drinking water supply, land surface or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then subsurface strata and the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoambient air.

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty (30) days prior Guaranty shall remain in full force and effect until Agent and the other Secured Parties are given written notice by one party of each Guarantor’s intention to discontinue the other. Notwithstanding the foregoingguaranty contained herein, no termination pursuant to Section 6(a) shall impair the rights notwithstanding any intermediate or priorities created temporary payment or acquired hereunder by either settlement of the parties prior to the effective date whole or any part of the terminationObligations. The No such notice of termination and other notices given in connection with this Agreement shall be deemed to have been given when effective unless received if personally delivered or sent and acknowledged by overnight courier or five (5) business days after deposit in an officer of Agent at the United States mail, postage prepaid, addressed to each address of Lender and to BlueCrest, with a copy to Debtor, at their respective offices Agent for notices set forth above, in this Agreement. No such notice shall affect any rights of Agent or to such the other address designated by such party by notice to Secured Parties or of any affiliate of Agent or the other. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reasonother Secured Parties hereunder, including without limitation because it was found the rights set forth in Sections 11.3 and 11.5, with respect to any Obligations incurred or accrued prior to the receipt of such notice or any Obligations incurred or accrued after the receipt of such notice pursuant to this Agreement (including any Loans that the other Secured Parties may make at a time when they may have the right hereunder not to make such Loans), any Bank Product, or any other contract or commitment in existence prior to such receipt, all of which Obligations shall continue to be a fraudulent unconditionally guaranteed by such Guarantor. All checks, drafts, notes, instruments (negotiable or preferential transferotherwise) and writings made by or for the account of the Borrowers and drawn on Agent or any Lender or any of its administrative agents purporting to be dated on or before the date of receipt of such notice, although presented to and paid or accepted by Agent or such Lender after that date, shall form part of the Obligations and shall continue to be unconditionally guaranteed by each Guarantor. The Guaranty contained herein shall continue to be effective or be reinstated, notwithstanding any amount (a “Recovery”)such notice, whether if at any time any payment made or value received as proceeds of securitywith respect to any Obligation is rescinded or must otherwise be returned by Agent or any Lender upon the insolvency, enforcement bankruptcy or reorganization of any right of set-off Borrower, or otherwise, then the BlueCrest Senior Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding all as if though such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. 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 made or otherwise affect the obligations of the parties heretovalue received. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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.

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Subject to subsection (30c) days prior written notice by one party to below, this Guaranty shall remain in full force and effect until all the other. Notwithstanding Guaranteed Obligations and all the foregoing, no termination pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either obligations of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement Guarantors shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit paid in full and the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherCommitments terminated. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to No payment made by the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferBorrower, any amount (a “Recovery”)Guarantor, whether or any other Person received as proceeds of securityor collected by the Administrative Agent or any Lender from the Borrower, enforcement any Guarantor, or any other Person by virtue of any right of action or proceeding or any set-off or otherwise, then appropriation or application at any time or from time to time in reduction of or in payment of the BlueCrest Senior Debt Guaranteed Obligations shall be reinstated deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantor up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations and all the obligations of the Guarantors shall have been paid in full and the Commitments terminated. (c) Each Guarantor agrees that, if any payment made by the Borrower or any other Person applied to the Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid or the proceeds of any Collateral are required to be refunded by the Administrative Agent or any Lender to the Borrower, its estate, trustee, receiver or any other Person, including, without limitation, any Guarantor, under any Applicable Law or equitable cause, then, to the extent of such Recovery payment or repayment, each Guarantor’s liability hereunder (and deemed to any Lien or Collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been canceled or surrendered (and if any Lien or Collateral securing such Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement Guaranty shall be reinstated in full force and effect, (and each Guarantor shall take such action as is necessary to reinstate such Lien or Collateral) and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed payment (or the obligation of such Guarantor to be outstanding as if provide such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. If this Agreement shall have been terminated prior to Lien or Collateral securing 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 heretoobligation).

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Subject to subsection (30c) days prior written notice by one party to below, this Guaranty shall remain in full force and effect until all the other. Notwithstanding Guaranteed Obligations and all the foregoing, no termination pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either obligations of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement Guarantors shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit paid in full and the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherCommitments terminated. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to No payment made by the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferBorrower, any amount (a “Recovery”)Guarantor, whether or any other Person received as proceeds of securityor collected by the Administrative Agent or any Lender from the Borrower, enforcement any Guarantor, or any other Person by virtue of any right of action or proceeding or any set-off or otherwise, then appropriation or application at any time or from time to time in reduction of or in payment of the BlueCrest Senior Debt Guaranteed Obligations shall be reinstated deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations and all the obligations of the Guarantors shall have been paid in full and the Commitments terminated. (c) Each Guarantor agrees that, if any payment made by the Borrower or any other Person applied to the Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid by the Administrative Agent or any Lender to the Borrower, its estate, trustee, receiver or any other Person, including, without limitation, any Guarantor, under any Applicable Law or equitable cause, then, to the extent of such Recovery payment or repayment, each Guarantor’s liability hereunder shall be and deemed to be outstanding remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been terminated prior to such Recoverycanceled or surrendered, this Agreement Guaranty shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretopayment.

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Subject to clause (30c) days prior written notice by one party to the other. Notwithstanding the foregoingbelow, no termination pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to remain in full force and effect until all the Guaranteed Obligations and all the obligations of the Guarantors shall have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit paid in full in cash and the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherCommitments terminated. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferNo payment made by either Borrower, any amount (a “Recovery”)Guarantor, whether or any other Person received as proceeds of securityor collected by the Administrative Agent or any other Secured Party from either Borrower, enforcement any Guarantor, or any other Person by virtue of any right of action or proceeding or any set-off or otherwise, then appropriation or application at any time or from time to time in reduction of or in payment of the BlueCrest Senior Debt Guaranteed Obligations shall be reinstated deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations and all the obligations of the Guarantors shall have been paid in full in cash and the Commitments terminated. (c) Each Guarantor agrees that, if any payment made by either Borrower or any other Person applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened claim, or the proceeds of any collateral are required to be refunded by the Administrative Agent or any other Secured Party to either Borrower, its estate, trustee, receiver or any other Person, including, without limitation, any Guarantor, under any Applicable Law or equitable cause, then, to the extent of such Recovery payment or repayment, each Guarantor’s liability hereunder (and deemed to any Lien or collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement shall have been canceled or surrendered (and if any Lien or collateral securing such Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement (and such Lien or collateral, if any) shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if payment (or any Lien or collateral securing such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoobligation).

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Subject to clause (30c) days prior written notice by one party to below, this Guaranty shall remain in full force and effect until the other. Notwithstanding the foregoing, no termination pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherGuaranty Discharge Date. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to No payment made by the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferCompany, any amount (a “Recovery”)Subsidiary Guarantor, whether or any other Person received as proceeds of securityor collected by the Trustee or any Holder from the Company, enforcement any Subsidiary Guarantor, or any other Person by virtue of any right of action or proceeding or any set-off or otherwise, then appropriation or application at any time or from time to time in reduction of or in payment of the BlueCrest Senior Debt Guaranteed Obligations shall be reinstated deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the obligations of the Subsidiary Guarantors or any payment received or collected from such Subsidiary Guarantor in respect of the obligations of the Subsidiary Guarantors), remain liable for the obligations of the Subsidiary Guarantors up to the maximum liability of such Subsidiary Guarantor hereunder until the Guaranty Discharge Date. (c) Each Subsidiary Guarantor agrees that, if any payment made by the Company or any other Person applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid or is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened claim, then, to the extent of such Recovery payment or repayment, each Subsidiary Guarantor's liability hereunder shall be and deemed to be outstanding remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been terminated prior to such Recoverycanceled or surrendered, this Agreement Guaranty shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Subsidiary Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretopayment.

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty (30) days prior written notice by one party to the other. Notwithstanding the foregoing, no termination pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with Each Pledgor agrees -------------------------- that this Agreement and the Liens granted hereunder shall be deemed to terminate when, but only when, all Secured Obligations have been given when received if personally delivered fully and finally paid (except for indemnification obligations not yet due) and performed and all Banks' Commitments under the Credit Agreement and/or Loan Documents have expired or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherbeen terminated. (b) If BlueCrest Upon the sale or transfer by any Pledgor of any Pledged Collateral that is required permitted under the Credit Agreement to any Person that is not a Pledgor, or, upon the effectiveness of any release of the Liens granted hereunder in any Proceeding or otherwise Pledged Collateral pursuant to disgorgeSection 11.01 of the Credit Agreement, turn over or otherwise pay to the estate of Debtor, because Lien granted in such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the BlueCrest Senior Debt Pledged Collateral shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. 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 heretoautomatically released. (c) If Lender is required In connection with any release under paragraphs (a) or (b) above, upon the Pledgor's request, the Secured Party shall (i) promptly reassign and redeliver (or cause to be reassigned and redelivered) to the Pledgors, or to such Person or Persons as the Pledgors shall designate in any Proceeding writing, against receipt, such released Pledged Collateral (if any) as shall not have been sold or otherwise applied by the Secured Party for the benefit of itself or the Banks pursuant to disgorgethe terms hereof and shall still be held by it hereunder, turn over and (ii) terminate any financing statements with respect to the Pledged Collateral or any part thereof. Any such reassignment shall be without recourse upon, or representation or warranty by the Secured Party (other than that the Secured Party for the benefit of itself and the Banks has not sold, encumbered or otherwise pay to transferred any interest in the estate Collateral except as provided in this Agreement) and shall be at the sole reasonable cost and expense of Debtor, because such amount was avoided or ordered the Pledgors. (d) This Agreement shall continue to be paid effective or disgorged for be reinstated, as the case may be, if at any reason, including without limitation because it was found to time any amount received by the Secured Party or any other of the Banks in respect of the Secured Obligations is rescinded or must otherwise be a fraudulent restored or preferential transfer, any Recovery, whether received as proceeds of security, enforcement returned by the Secured Party or such other Banks upon the filing of any right bankruptcy proceeding by or of set-off the Pledgors or upon the appointment of any intervenor or conservator of, or trustee or similar official for, the Pledgors or any substantial part of their assets, or otherwise, then the Subordinated Debt shall be reinstated to the extent of all as though such Recovery and deemed to be outstanding as if such payment payments had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretomade.

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Subject to clause (30c) days prior written notice by one party below, this Guaranty shall remain in full force and effect until all the Guaranteed Obligations (other than (1) contingent indemnification obligations, (2) Secured Cash Management Obligations or Secured Hedge Obligations as to which arrangements satisfactory to the other. Notwithstanding applicable holders thereof shall have been made and (3) Letters of Credit that have either been Cash Collateralized or as to which arrangements satisfactory to the foregoing, no termination pursuant to Section 6(aIssuing Lender have been made) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit indefeasibly paid in full in cash and the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherCommitments terminated. (b) If BlueCrest is required No payment made by the Borrower, any Guarantor, any other guarantor or any other Person received or collected by the Administrative Agent or any other Secured Party from the Borrower, any Guarantor, any 119380723_3 other guarantor or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in any Proceeding reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise to disgorgeaffect the liability of any Guarantor hereunder which shall, turn over notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors under this Guaranty or otherwise pay any payment received or collected from such Guarantor in respect of the obligations of the Guarantors under this Guaranty), remain liable for the obligations of the Guarantors up to the estate maximum liability of Debtorsuch Guarantor hereunder until the Guaranteed Obligations (other than (1) contingent indemnification obligations, because such amount was avoided (2) Secured Cash Management Obligations or ordered Secured Hedge Obligations as to which arrangements satisfactory to the applicable holders thereof shall have been made and (3) Letters of Credit that have either been Cash Collateralized or as to which arrangements satisfactory to the Issuing Lender have been made) shall have been indefeasibly paid in full in cash and the Commitments terminated. (c) Each Guarantor agrees that, if any payment made by the Borrower or any other Person applied to the Guaranteed Obligations is at any time avoided, annulled, set aside, rescinded, invalidated, declared to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferor otherwise required to be refunded or repaid, or is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any Collateral are required to be refunded by the Administrative Agent or any other Secured Party to the Borrower, its estate, trustee, receiver or any other Person, including, without limitation, any amount (a “Recovery”)Guarantor, whether received as proceeds of securityunder any Applicable Law or equitable cause, enforcement of any right of set-off or otherwisethen, then the BlueCrest Senior Debt shall be reinstated to the extent of such Recovery payment or repayment, each Guarantor’s liability hereunder (and deemed to any Lien or Collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been canceled or surrendered (and if any Lien or Collateral securing such Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement Guaranty (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if payment (or any Lien or Collateral securing such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoobligation).

Termination; Reinstatement. If all of the Indebtedness (a) This Agreement may be terminated upon at least thirty (30) days prior written notice by one party to the other. Notwithstanding the foregoing, no termination other than contingent liabilities pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the other. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reasonindemnity, including without limitation because it was found Section 5.5 and Section 5.6 hereof, for claims which have not been asserted, or which have not yet accrued) shall have been paid and performed in full (in cash) and all commitments to extend credit or other credit accommodations under the Credit Agreement have been terminated, all of the security interests created by this Agreement or any other Loan Documents in favor of the Agent shall be released and terminated, and the Agent shall, upon the written request of the Debtors, execute and deliver to the Debtors a proper instrument or instruments (including, without limitation, a payoff letter) acknowledging the release and termination of all of the security interests created by this Agreement, and shall duly assign and deliver to the Debtors (without recourse and without any representation or warranty) all of the Collateral as may be in the possession of the Agent or assigned to the Agent that has not previously been sold or otherwise applied solely as permitted by this Agreement; provided however that, the effectiveness of this Agreement shall continue or be reinstated, as the case may be, in the event: (a) that any payment received or credit given by the Agent or the Lenders, or any of them, is returned, disgorged, rescinded or required to be recontributed to any party as an avoidable preference, impermissible setoff, fraudulent conveyance, restoration of capital or otherwise under any applicable state, federal, or local law of any jurisdiction, including laws pertaining to bankruptcy or insolvency, and this Agreement shall thereafter be enforceable against the Debtors as if such returned, disgorged, recontributed or rescinded payment or credit has not been received or given by the Agent or the Lenders, and whether or not the Agent or any Lender relied upon such payment or credit or changed its position as a fraudulent consequence thereof or preferential transfer(b) that any liability is imposed, or sought to be imposed against the Agent or the Lenders, or any amount of them, relating to the environmental condition of any of property mortgaged or pledged to the Agent on behalf of the Lenders by any Debtor, the Borrower or other party as collateral (a “Recovery”)in whole or part) for any indebtedness or obligation evidenced or secured by this Agreement, whether received as proceeds of securitysuch condition is known or unknown, enforcement now exists or subsequently arises (excluding only conditions which arise after acquisition by the Agent or any Lender of any right such property, in lieu of set-off foreclosure or otherwise, then due to the BlueCrest Senior Debt wrongful act or omission of the Agent or such Lenders, or any person other than the Borrower, the Subsidiaries, or any Affiliates of the Borrower or the Subsidiaries as determined by a court of competent jurisdiction in final, non-appealable order), and this Agreement shall thereafter be reinstated enforceable against the Debtors to the extent of all such Recovery liabilities, costs and deemed expenses (including reasonable attorneys’ fees) incurred by the Agent or Lenders as the direct or indirect result of any such environmental condition but only for which the Borrower is obligated to be outstanding as if such payment had not occurred the Agent and repayment in full the Lenders pursuant to the Credit Agreement. For purposes of the BlueCrest Senior Debt shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery“environmental condition” includes, this Agreement shall be reinstated in full force and effectwithout limitation, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay conditions existing with respect to the estate of Debtorsurface or ground water, because such amount was avoided drinking water supply, land surface or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then subsurface strata and the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoambient air.

Termination; Reinstatement. (a) This Agreement may Agreement, and all security interests granted hereby, shall terminate with respect to all Indebtedness and any Liens arising therefrom shall be terminated upon at least thirty automatically released when all of the Indebtedness (30) days prior written notice by one party to the other. Notwithstanding the foregoing, no termination other than contingent liabilities pursuant to any indemnity, including without limitation Section 6(a5.5 and Section 5.6 hereof, for claims which have not been asserted, or which have not yet accrued) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered paid and performed in full (in cash) and all commitments to extend credit or sent by overnight courier or five (5) business days after deposit in other credit accommodations under the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherCredit Agreement have been terminated. (b) If BlueCrest Upon any sale or other disposition of any Collateral that is required permitted under the Credit Agreement to any Person (other than to another Debtor) and the application of the proceeds in accordance with the requirement set forth in the Credit Agreement or any other Loan Documents, if any, or upon the effectiveness of any written consent to the release of the security interest granted hereby in any Proceeding or otherwise to disgorgeCollateral, turn over or otherwise pay to the estate of Debtor, because security interest in such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the BlueCrest Senior Debt Collateral shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. 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 heretoautomatically released. (c) If Lender In connection with any termination or release pursuant to paragraph (a) or (b) of this Section 7.12, the Agent shall execute and deliver to any Debtor, at such Debtor’s expense, all documents that such Debtor shall reasonably request to evidence such termination or release, in each case in accordance with the terms of the Credit Agreement. Any execution and delivery of documents pursuant to this Section 7.12 shall be without recourse to or representation or warranty by the Agent. (d) Each Debtor agrees that the effectiveness of this Agreement shall continue or be reinstated, as the case may be, in the event: (a) that any payment received or credit given by the Agent or the Lenders, or any of them, is returned, disgorged, rescinded or required in to be recontributed to any Proceeding party as an avoidable preference, impermissible setoff, fraudulent conveyance, restoration of capital or otherwise under any applicable state, federal, or local law of any jurisdiction, including laws pertaining to disgorgebankruptcy or insolvency, turn over and this Agreement shall thereafter be enforceable against the Debtors as if such returned, disgorged, recontributed or otherwise pay rescinded payment or credit has not been received or given by the Agent or the Lenders, and whether or not the Agent or any Lender relied upon such payment or credit or changed its position as a consequence thereof or (b) that any liability is imposed, or sought to be imposed against the Agent or the Lenders, or any of them, relating to the estate environmental condition of any of property mortgaged or pledged to the Agent on behalf of the Lenders by any Debtor, because such amount was avoided the Borrower or ordered to be paid other party as collateral (in whole or disgorged part) for any reason, including without limitation because it was found to be a fraudulent indebtedness or preferential transfer, any Recoveryobligation evidenced or secured by this Agreement, whether received as proceeds of securitysuch condition is known or unknown, enforcement now exists or subsequently arises (excluding only conditions which arise after acquisition by the Agent or any Lender of any right such property, in lieu of set-off foreclosure or otherwise, then due to the Subordinated Debt wrongful act or omission of the Agent or such Lenders, or any person other than the Borrower, the Subsidiaries, or any Affiliates of the Borrower or the Subsidiaries), and this Agreement shall thereafter be reinstated enforceable against the Debtors to the extent of all such Recovery liabilities, costs and deemed expenses (including reasonable attorneys’ fees) incurred by the Agent or Lenders as the direct or indirect result of any such environmental condition but only for which the Borrower is obligated to be outstanding as if such payment had not occurred the Agent and repayment in full the Lenders pursuant to the Credit Agreement. For purposes of the Lender Subordinated Debt shall be deemed not to have occurred. If this Agreement shall have been terminated prior “environmental condition” includes, without limitation, conditions existing with respect to such Recoverythe surface or ground water, this Agreement shall be reinstated in full force drinking water supply, land surface or subsurface strata and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties heretoambient air.

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Subject to clause (30c) days prior written notice by one party to below, this Guaranty shall remain in full force and effect until all the other. Notwithstanding Guaranteed Obligations and all the foregoing, no termination pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either obligations of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement Subsidiary Guarantors shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit indefeasibly paid in full in cash and the United States mailRevolving Credit Commitments terminated, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherwhereupon this Guaranty shall terminate. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to No payment made by the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferBorrower, any amount (a “Recovery”)Subsidiary Guarantor, whether any other guarantor or any other Person received as proceeds of securityor collected by the Administrative Agent or any other Secured Party from the Borrower, enforcement any Subsidiary Guarantor any other guarantor or any other Person by virtue of any right of action or proceeding or any set-off or otherwise, then appropriation or application at any time or from time to time in reduction of or in payment of the BlueCrest Senior Debt Guaranteed Obligations shall be reinstated deemed to modify, reduce, release or otherwise affect the liability of any Subsidiary Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Subsidiary Guarantor in respect of the obligations of the Subsidiary Guarantors or any payment received or collected from such Subsidiary Guarantor in respect of the obligations of the Subsidiary Guarantors), remain liable for the obligations of the Subsidiary Guarantors up to the maximum liability of such Subsidiary Guarantor hereunder until the Guaranteed Obligations and all the obligations of the Subsidiary Guarantors shall have been indefeasibly paid in full in cash and the Revolving Credit Commitments terminated. (c) Each Subsidiary Guarantor agrees that, if any payment made by the Borrower or any other Person applied to the Guaranteed Obligations is at any time avoided, annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any Collateral are required to be refunded by the Administrative Agent or any other Secured Party to the Borrower or any other Credit Party or its estate, trustee, receiver or any other Person, including, without limitation, any Subsidiary Guarantor, under any Applicable Law or equitable cause, then, to the extent of such Recovery payment or repayment, each Subsidiary Guarantor’s liability hereunder (and deemed to any Lien or Collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been canceled or surrendered (and if any Lien or Collateral securing such Subsidiary Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement Guaranty (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Subsidiary Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if payment (or any Lien or Collateral securing such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoobligation).

Termination; Reinstatement. If all of the Indebtedness (a) This Agreement may be terminated upon at least thirty (30) days prior written notice by one party to the other. Notwithstanding the foregoing, no termination other than contingent liabilities pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the other. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reasonindemnity, including without limitation because it was found Section 5.5 and Section 5.6 hereof, for claims which have not been asserted, or which have not yet accrued) shall have been paid and performed in full (in cash) and all commitments to extend credit or other credit accommodations under the Credit Agreement have been terminated, the Bank shall, upon the written request of the Debtors, execute and deliver to the Debtors a proper instrument or instruments acknowledging the release and termination of the security interests created by this Agreement, and shall duly assign and deliver to the Debtors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Bank and has not previously been sold or otherwise applied pursuant to this Agreement; provided however that, the effectiveness of this Agreement shall continue or be reinstated, as the case may be, in the event: (a) that any payment received or credit given by the Bank is returned, disgorged, rescinded or required to be recontributed to any party as an avoidable preference, impermissible setoff, fraudulent conveyance, restoration of capital or otherwise under any applicable state, federal, or local law of any jurisdiction, including laws pertaining to bankruptcy or insolvency, and this Agreement shall thereafter be enforceable against the Debtors as if such returned, disgorged, recontributed or rescinded payment or credit has not been received or given by the Bank, and whether or not the Bank relied upon such payment or credit or changed its position as a fraudulent consequence thereof or preferential transfer(b) that any liability is imposed, or sought to be imposed against the Bank relating to the environmental condition of any amount of property mortgaged or pledged to the Bank by any Debtor, the Borrower or other party as collateral (a “Recovery”)in whole or part) for any indebtedness or obligation evidenced or secured by this Agreement, whether received as proceeds of securitysuch condition is known or unknown, enforcement now exists or subsequently arises (excluding only conditions which arise after acquisition by the Bank of any right such property, in lieu of set-off foreclosure or otherwise, then due to the BlueCrest Senior Debt wrongful act or omission of the Bank, or any person other than the Borrower, the Subsidiaries, or any Affiliates of the Borrower or the Subsidiaries), and this Agreement shall thereafter be reinstated enforceable against the Debtors to the extent of all such Recovery liabilities, costs and deemed expenses (including reasonable attorneys’ fees) incurred by the Bank as the direct or indirect result of any such environmental condition but only for which the Borrower is obligated to be outstanding as if such payment had not occurred and repayment in full the Bank pursuant to the Credit Agreement. For purposes of the BlueCrest Senior Debt shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery“environmental condition” includes, this Agreement shall be reinstated in full force and effectwithout limitation, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay conditions existing with respect to the estate of Debtorsurface or ground water, because such amount was avoided drinking water supply, land surface or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then subsurface strata and the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoambient air.

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Subject to clause (30c) days prior written notice by one party to the other. Notwithstanding the foregoingbelow, no termination pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to remain in full force and effect until all the Guaranteed Obligations and all the obligations of the Guarantors shall have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit indefeasibly paid in full in cash and the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherCommitments terminated. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferNo payment made by either Borrower, any amount (a “Recovery”)other Guarantor, whether any other guarantor or any other Person received as proceeds of securityor collected by the Administrative Agent or any other Secured Party from either Borrower, enforcement any other Guarantor, any other guarantor or any other Person by virtue of any right of action or proceeding or any set-off or otherwise, then appropriation or application at any time or from time to time in reduction of or in payment of the BlueCrest Senior Debt Guaranteed Obligations shall be reinstated deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations and all the obligations of the Guarantors shall have been indefeasibly paid in full in cash and the Commitments terminated. (c) Each Guarantor agrees that, if any payment made by any Credit Party or any other Person applied to the Guaranteed Obligations is at any time avoided, annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any Collateral are required to be refunded by the Administrative Agent or any other Secured Party to the applicable Credit Party, its estate, trustee, receiver or any other Person, including, without limitation, any Guarantor, under any Applicable Law or equitable cause, then, to the extent of such Recovery payment or repayment, each Guarantor’s liability hereunder (and deemed to any Lien or Collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement shall have been canceled or surrendered (and if any Lien or Collateral securing such Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if payment (or any Lien or Collateral securing such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoobligation).

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Subject to subsection (30c) days prior written notice by one party to below, this Guaranty shall remain in full force and effect until all the other. Notwithstanding Guaranteed Obligations and all the foregoing, no termination pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either obligations of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement Guarantors shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit paid in full and the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherCommitments terminated. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to No payment made by the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferBorrower, any amount (a “Recovery”)Guarantor, whether or any other Person received as proceeds of securityor collected by the Administrative Agent or any Lender from the Borrower, enforcement any Guarantor, or any other Person by virtue of any right of action or proceeding or any set-off or otherwise, then appropriation or application at any time or from time to time in reduction of or in payment of the BlueCrest Senior Debt Guaranteed Obligations shall be reinstated deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations and all the obligations of the Guarantors shall have been paid in full and the Commitments terminated. (c) Each Guarantor agrees that, if any payment made by the Borrower or any other Person applied to the Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid by the Administrative Agent or any Lender to the Borrower, its estate, trustee, receiver or any other Person, including, without limitation, any Guarantor, under any Applicable Law or equitable cause, then, to the extent of such Recovery payment or repayment, each Guarantor's liability hereunder shall be and deemed to be outstanding remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been terminated prior to such Recoverycanceled or surrendered, this Agreement Guaranty shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretopayment.

Termination; Reinstatement. If all of the Canadian Obligations (a) This Agreement may be terminated upon at least thirty (30) days prior written notice by one party to the other. Notwithstanding the foregoing, no termination other than contingent liabilities pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the other. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reasonindemnity, including without limitation because it was found Section 5.5 and Section 5.6 hereof, for claims which have not been asserted, or which have not yet accrued) shall have been paid and performed in full (in cash) and all commitments to extend credit or other credit accommodations under the Credit Agreement have been terminated, the Canadian Agent shall, upon the written request of the Debtors, execute and deliver to the Debtors a proper instrument or instruments acknowledging the release and termination of the security interests created by this Agreement, and shall duly assign and deliver to the Debtors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Canadian Agent and has not previously been sold or otherwise applied pursuant to this Agreement; provided however that, the effectiveness of this Agreement shall continue or be reinstated, as the case may be, in the event: (a) that any payment received or credit given by the Canadian Agent or the Canadian Lenders, or any of them, is returned, disgorged, rescinded or required to be recontributed to any party as an avoidable preference, impermissible setoff, fraudulent conveyance, restoration of capital or otherwise under any applicable state, federal, provincial, municipal or local law of any jurisdiction, including laws pertaining to bankruptcy or insolvency, and this Agreement shall thereafter be enforceable against the Debtors as if such returned, disgorged, recontributed or rescinded payment or credit has not been received or given by the Canadian Agent or the Canadian Lenders, and whether or not the Canadian Agent or any Canadian Lender relied upon such payment or credit or changed its position as a fraudulent consequence thereof or preferential transfer(b) that any liability is imposed, or sought to be imposed against the Canadian Agent or the Canadian Lenders, or any amount of them, relating to the environmental condition of any of property mortgaged or pledged to the Canadian Agent on behalf of the Canadian Lenders by any Debtor, the Borrower or other party as collateral (a “Recovery”)in whole or part) for any indebtedness or obligation evidenced or secured by this Agreement, whether received as proceeds of securitysuch condition is known or unknown, enforcement now exists or subsequently arises (excluding only conditions which arise after acquisition by the Canadian Agent or any Canadian Lender of any right such property, in lieu of set-off foreclosure or otherwise, then due to the BlueCrest Senior Debt wrongful act or omission of the Canadian Agent or such Canadian Lenders, or any person other than the Borrower, the Subsidiaries, or any Affiliates of the Borrower or the Subsidiaries), and this Agreement shall thereafter be reinstated enforceable against the Debtors to the extent of all such Recovery liabilities, costs and deemed expenses (including reasonable legal fees) incurred by the Canadian Agent or Canadian Lenders as the direct or indirect result of any such environmental condition but only for which the Borrower is obligated to be outstanding as if such payment had not occurred the Canadian Agent and repayment in full the Canadian Lenders pursuant to the Credit Agreement. For purposes of the BlueCrest Senior Debt shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery“environmental condition” includes, this Agreement shall be reinstated in full force and effectwithout limitation, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay conditions existing with respect to the estate of Debtorsurface or ground water, because such amount was avoided drinking water supply, land surface or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then subsurface strata and the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoambient air.

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Subject to subsection (30c) days prior written notice by one party to the other. Notwithstanding the foregoingbelow, no termination pursuant to Section 6(a) this Guaranty shall impair the rights or priorities created or acquired hereunder by either remain in full force and effect until all of the parties prior to Guaranteed Obligations and all the effective date obligations of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to Guarantors have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit paid in full and the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherCommitments terminated. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to No payment made by the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferBorrower, any amount (a “Recovery”)Guarantor or any other Person received or collected by the Administrative Agent or any Lender from the Borrower, whether received as proceeds of security, enforcement any Guarantor or any other Person by virtue of any right of action or proceeding or any set-off or otherwise, then appropriation or application at any time or from time to time in reduction of or in payment of the BlueCrest Senior Debt Guaranteed Obligations shall be reinstated deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations and all the obligations of the Guarantors shall have been paid in full and the Commitments terminated. (c) Each Guarantor agrees that, if any payment made by the Borrower or any other Person applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid or the proceeds of any collateral are required to be refunded by the Administrative Agent or any Lender to the Borrower, its estate, trustee, receiver or any other Person, including, without limitation, any Guarantor, under any applicable law or equitable cause, then, to the extent of such Recovery payment or repayment, each Guarantor’s liability hereunder (and deemed to any Lien or collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been canceled or surrendered (and if any Lien or collateral securing such Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement Guaranty (and such Lien or collateral) shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if payment (or any Lien or collateral securing such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoobligation).

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Subject to clause (30c) days prior written notice by one party to below, this Guaranty shall remain in full force and effect until all the other. Notwithstanding Guaranteed Obligations and all the foregoing, no termination pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either obligations of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement Guarantors shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit paid in full and the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherCommitments terminated. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to No payment made by the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferBorrowers, any amount (a “Recovery”)Guarantor, whether or any other Person received as proceeds of securityor collected by the Administrative Agent or any other Guaranteed Party from the Borrowers, enforcement any Guarantor, or any other Person by virtue of any right of action or proceeding or any set-off or otherwise, then appropriation or application at any time or from time to time in reduction of or in payment of the BlueCrest Senior Debt Guaranteed Obligations shall be reinstated deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations and all the obligations of the Guarantors shall have been paid in full and the Commitments terminated. (c) Each Guarantor agrees that, if any payment made by the Borrowers or any other Person applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened claim, or the proceeds of any Collateral are required to be refunded by the Administrative Agent or any other Guaranteed Party to the Borrowers, their respective estates, trustees, receivers or any other Person, including, without limitation, any Guarantor, under any Applicable Law or equitable cause, then, to the extent of such Recovery payment or repayment, each Guarantor’s liability hereunder (and deemed to any Lien or Collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been canceled or surrendered (and if any Lien or Collateral securing such Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement Guaranty (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if payment (or any Lien or Collateral securing such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoobligation).

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Guaranteed Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash (other than (a) This Agreement may be terminated upon at least thirty contingent indemnification obligations as to which no claim has been asserted and (30b) days prior written notice by one party obligations and liabilities under Secured Cash Management Agreements, Secured Hedge Agreements and Trade Documents either (i) as to which arrangements satisfactory to the otherapplicable Cash Management Bank, Hedge Bank or Trade Bank shall have been made or (ii) notice has not been received by the Administrative Agent from the applicable Cash Management Bank, Hedge Bank or Trade Bank, as the case may be, that amounts are due and payable under such Secured Cash Management Agreement, Secured Hedge Agreement or Trade Document, as the case may be), the expiration or termination of all Letters of Credit (other than any Letter of Credit the Outstanding Amount of which has been Cash Collateralized or back-stopped by a letter of credit or other credit support in form and substance reasonably satisfactory to the Administrative Agent and the applicable L/C Issuer) and any commitments of each Secured Party or facilities provided by each Secured Party with respect to the Guaranteed Obligations are terminated. Notwithstanding the foregoing, no termination this Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of either Borrower or any Guarantor is made, or any Secured Party exercises its right of setoff, in respect of the Guaranteed Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to Section 6(aany settlement entered into by any Secured Party in its discretion) shall impair the rights to be repaid to a trustee, receiver or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and any other notices given party, in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the other. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for proceeding under any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off Debtor Relief Laws or otherwise, then the BlueCrest Senior Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding all as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If this Agreement shall have been terminated prior to made or 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. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment setoff had not occurred and repayment whether or not any Secured Party is in full possession of the Lender Subordinated Debt shall be deemed not to have occurred. If or has released this Agreement shall have been terminated Guaranty and regardless of any prior to such Recoveryrevocation, this Agreement shall be reinstated in full force and effectrescission, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto.termination

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Subject to clause (30c) days prior written notice by one party to below, this Guaranty shall remain in full force and effect until all the other. Notwithstanding Guaranteed Obligations and all the foregoing, no termination pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either obligations of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement Guarantor shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit paid in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherfull in cash. (b) If BlueCrest is required No payment made by the Guarantor, any other guarantor or any other Person received or collected by any Guaranteed Party by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in any Proceeding reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise to disgorge, turn over or otherwise pay to affect the estate liability of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount the Guarantor hereunder (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the BlueCrest Senior Debt shall be reinstated other than to the extent of such Recovery payment), which shall, notwithstanding any such payment, remain liable for the obligations of the Guarantor up to the maximum liability of the Guarantor hereunder until the Guaranteed Obligations and deemed all the obligations of the Guarantor shall have been paid in full in cash. (c) The Guarantor agrees that, if any payment made by any Person applied to the Guaranteed Obligations is at any time avoided, annulled, set aside, rescinded, invalidated, declared to be outstanding fraudulent or preferential or otherwise required to be refunded or repaid, or is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any collateral are required to be refunded by any Guaranteed party or any other secured party to the Company, its estate, trustee, receiver or any other Person, including, without limitation, the Guarantor, under any Applicable Law or equitable cause, then, to the extent of such payment or repayment, the Guarantor’s liability hereunder (and any lien or collateral securing such liability) shall be and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been terminated prior to such Recoverycanceled or surrendered, this Agreement Guaranty shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. (c) If Lender is required Guarantor in any Proceeding or otherwise to disgorge, turn over or otherwise pay to respect of the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretopayment.

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Subject to clause (30c) days prior written notice by one party below, this Guaranty shall remain in full force and effect until all the Guaranteed Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the other. Notwithstanding applicable Cash Management Bank or Hedge Bank shall have been made) and all the foregoing, no termination pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either obligations of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement Guarantors shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit indefeasibly paid in full in cash and the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherCommitments terminated. (b) If BlueCrest is required No payment made by the Borrower, any Guarantor, any other guarantor or any other Person received or collected by the Administrative Agent or any other Secured Party from the Borrower, any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in any Proceeding reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise to disgorgeaffect the liability of any Guarantor hereunder which shall, turn over notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or otherwise pay any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the estate maximum liability of Debtorsuch Guarantor hereunder until the Guaranteed Obligations (other than (1) contingent indemnification obligations and (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements as to which arrangements satisfactory to the applicable Cash Management Bank or Hedge Bank shall have been made) and all the obligations of the Guarantors shall have been indefeasibly paid in full in cash and the Commitments terminated. (c) Each Guarantor agrees that, because such amount was avoided if any payment made by the Borrower or ordered any other Person applied to the Guaranteed Obligations is at any time avoided, annulled, set aside, rescinded, invalidated, declared to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferor otherwise required to be refunded or repaid, or is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any Collateral are required to be refunded by the Administrative Agent or any other Secured Party to the Borrower, its estate, trustee, receiver or any other Person, including, without limitation, any amount (a “Recovery”)Guarantor, whether received as proceeds of securityunder any Applicable Law or equitable cause, enforcement of any right of set-off or otherwisethen, then the BlueCrest Senior Debt shall be reinstated to the extent of such Recovery payment or repayment, each Guarantor’s liability hereunder (and deemed to any Lien or Collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been canceled or surrendered (and if any Lien or Collateral securing such Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement Guaranty (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if payment (or any Lien or Collateral securing such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoobligation).

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Subject to subsection (30c) days prior written notice by one party to the other. Notwithstanding the foregoingbelow, no termination pursuant to Section 6(a) this Guaranty shall impair the rights or priorities created or acquired hereunder by either remain in full force and effect until all of the parties prior to Guaranteed Obligations and all the effective date obligations of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to Guarantors have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit paid in full and the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherCommitments terminated. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to No payment made by the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferBorrower, any amount (a “Recovery”)Guarantor or any other Person received or collected by the Lender from the Borrower, whether received as proceeds of security, enforcement any Guarantor or any other Person by virtue of any right of action or proceeding or any set-off or otherwise, then appropriation or application at any time or from time to time in reduction of or in payment of the BlueCrest Senior Debt Guaranteed Obligations shall be reinstated deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations and all the obligations of the Guarantors shall have been paid in full and the Commitments terminated. (c) Each Guarantor agrees that, if any payment made by the Borrower or any other Person applied to the Guaranteed Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid or the proceeds of any collateral are required to be refunded by the Lender to the Borrower, its estate, trustee, receiver or any other Person, including, without limitation, any Guarantor, under any applicable law or equitable cause, then, to the extent of such Recovery payment or repayment, each Guarantor’s liability hereunder (and deemed to any Lien or collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been canceled or surrendered (and if any Lien or collateral securing such Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement Guaranty (and such Lien or collateral) shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if payment (or any Lien or collateral securing such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoobligation).

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty (30) days prior written notice by one party to the other. Notwithstanding the foregoing, no termination pursuant to this Section 6(a) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender Hunton and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the other. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the BlueCrest Senior Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. 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. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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.

Termination; Reinstatement. If all of the Indebtedness (a) This Agreement may be terminated upon at least thirty (30) days prior written notice by one party to the other. Notwithstanding the foregoing, no termination other than contingent liabilities pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the other. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reasonindemnity, including without limitation because it was found Section 5.5 and Section 5.6 hereof, for claims which have not been asserted, or which have not yet accrued) shall have been paid and performed in full (in cash) and all commitments to extend credit or other credit accommodations under the Credit Agreement have been terminated, the Agent shall, upon the written request of the Debtors, execute and deliver to the Debtors a proper instrument or instruments acknowledging the release and termination of the security interests created by this Agreement, and shall duly assign and deliver to the Debtors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Agent and has not previously been sold or otherwise applied pursuant to this Agreement; provided however that, the effectiveness of this Agreement shall continue or be reinstated, as the case may be, in the event: (a) that any payment received or credit given by the Agent or the Lenders, or any of them, is returned, disgorged, rescinded or required to be recontributed to any party as an avoidable preference, impermissible setoff, fraudulent conveyance, restoration of capital or otherwise under any applicable state, federal, or local law of any jurisdiction, including laws pertaining to bankruptcy or insolvency, and this Agreement shall thereafter be enforceable against the Debtors as if such returned, disgorged, recontributed or rescinded payment or credit has not been received or given by the Agent or the Lenders, and whether or not the Agent or any Lender relied upon such payment or credit or changed its position as a fraudulent consequence thereof or preferential transfer(b) that any liability is imposed, or sought to be imposed against the Agent or the Lenders, or any amount of them, relating to the environmental condition of any of property mortgaged or pledged to the Agent on behalf of the Lenders by any Debtor, Borrower or other party as collateral (a “Recovery”)in whole or part) for any indebtedness or obligation evidenced or secured by this Agreement, whether received as proceeds of securitysuch condition is known or unknown, enforcement now exists or subsequently arises (excluding only conditions which arise after acquisition by the Agent or any Lender of any right such property, in lieu of set-off foreclosure or otherwise, then due to the BlueCrest Senior Debt wrongful act or omission of the Agent or such Lenders, or any person other than Borrower, the Subsidiaries, or any Affiliates of Borrower or the Subsidiaries), and this Agreement shall thereafter be reinstated enforceable against the Debtors to the extent of all such Recovery liabilities, costs and deemed expenses (including reasonable attorneys’ fees) incurred by the Agent or Lenders as the direct or indirect result of any such environmental condition but only for which Borrower is obligated to be outstanding as if such payment had not occurred the Agent and repayment in full the Lenders pursuant to the Credit Agreement. For purposes of the BlueCrest Senior Debt shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery“environmental condition” includes, this Agreement shall be reinstated in full force and effectwithout limitation, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay conditions existing with respect to the estate of Debtorsurface or ground water, because such amount was avoided drinking water supply, land surface or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then subsurface strata and the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoambient air.

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty (30) days prior written notice by one party to the otherSubsidiary Guaranty is a continuing and irrevocable guaranty of all Guaranteed Borrower Obligations now or hereafter existing and shall remain in full force and effect until all Guaranteed Borrower Obligations and any other amounts payable under this Subsidiary Guaranty are paid in full in cash. Notwithstanding the foregoing, no termination this Subsidiary Guaranty shall continue in full force and effect or be revived, as the case may be, if any payment by or on behalf of the Borrower or any Subsidiary Guarantor is made, or the Lender exercises its right of setoff, in respect of the Guaranteed Borrower Obligations and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to Section 6(aany settlement entered into by the Lender in its discretion) shall impair the rights to be repaid to a trustee, receiver or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and any other notices given party, in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the other. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for proceeding under any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off Debtor Relief Laws or otherwise, then the BlueCrest Senior Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding all as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If this Agreement shall have been terminated prior to made or 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. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment setoff had not occurred and repayment whether or not the Lender is in full possession of or have released this Subsidiary Guaranty and regardless of any prior revocation, rescission, termination or reduction. Notwithstanding the foregoing or anything to the contrary herein, (i) in the event that any Subsidiary Guarantor is released or discharged as a guarantor of the Lender Subordinated Debt obligations under or in connection with the Incorporated Agreement, then such Subsidiary Guarantor shall, contemporaneously with such release or discharge with respect to the Incorporated Agreement, be released and discharged as a Subsidiary Guarantor hereunder without the need for any further action by any party hereto; and (ii) in the event that the aggregate outstanding principal amount of the Term Loan is permanently reduced at any time to $25,000,000 or less, then each Subsidiary Guarantor shall, contemporaneously with the reduction of the outstanding principal amount of the Term Loan to below $25,000,000, be released and discharged as a Subsidiary Guarantor hereunder, without the need for any further action by any party hereto, provided that any such release pursuant to clause (ii) above shall be deemed not subject to have occurred(x) the provisions of the immediately preceding sentence in this Paragraph 5(h) and (y) all guarantees of any Short Term Loan Facility made by any Subsidiary Guarantor being contemporaneously released with any release hereunder. If this Agreement In the case of any release or discharge as provided in the prior sentence, upon request from the Company, the Lender shall have been terminated prior execute and deliver to the Company an instrument prepared by the Company evidencing such Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, release or discharge, impair or otherwise affect the . The obligations of the parties heretoeach Subsidiary Guarantor under this paragraph shall survive termination of this Subsidiary Guaranty.

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Except as set forth in clauses (30b) days prior written notice by one party and (c) of this Section 7, this Guaranty is a continuing and irrevocable guarantee of all Obligations now or hereafter existing and shall remain in full force and effect until all Obligations and any other amounts payable under this Guaranty (other than contingent indemnification obligations to the other. Notwithstanding the foregoing, extent no termination pursuant to Section 6(aclaim giving rise thereto has been asserted) shall impair the rights or priorities created or acquired hereunder by either are indefeasibly paid in full in cash and any Commitments of the parties prior Lenders or Loans provided by the Lenders with respect to the effective date of the termination. The notice of termination and Obligations (other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice than contingent indemnification obligations to the otherextent no claim giving rise thereto has been asserted) are terminated. (b) If BlueCrest In the event of any sale or other disposition of all of the Capital Stock of any Guarantor (including by way of merger, consolidation or otherwise) to a Person that is required not (either before or after giving effect to such transaction) the Borrower or a Subsidiary of the Borrower in a transaction that is not prohibited by the Interim Loan Agreement, then such Guarantor will be released and relieved of any Proceeding obligations under this Guaranty; provided that such sale or otherwise to disgorgeother disposition shall be in accordance with Section 8.4 of the Interim Loan Agreement. (c) Notwithstanding the foregoing, turn over this Guaranty shall continue in full force and effect or otherwise pay to be received, as the estate case may be, if any payment by or on behalf of Debtorthe Borrower or any Guarantor is made, because or any Lender exercises its right of setoff, in respect of the Obligations and such amount was avoided payment or ordered the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be paid fraudulent or disgorged for preferential, set aside or required (including pursuant to any reason, including without limitation because it was found settlement entered into by the Lenders in their reasonable discretion) to be repaid to a fraudulent trustee, receiver or preferential transferany other party, in connection with any amount proceeding under Title 11, U.S. Code or any similar federal or state law for the relief of debtors (a “RecoveryBankruptcy Law”), whether received as proceeds of security, enforcement of any right of set-off ) or otherwise, then the BlueCrest Senior Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding otherwise all as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If this Agreement shall have been terminated prior to made or 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. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment setoff had not occurred and repayment whether or not any Lender is in full possession of the Lender Subordinated Debt shall be deemed not to have occurredor has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. 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 The obligations of the parties heretoeach Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty (30Subject to Subsection 2.10(c) days prior written notice by one party to below, this Guaranty shall remain in full force and effect until all the other. Notwithstanding the foregoing, no termination pursuant to Section 6(a) Guaranteed Obligations shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit indefeasibly paid in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherfull. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to No payment made by the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferIssuer, any amount (a “Recovery”)Guarantor, whether or any other Person received as proceeds of securityor collected by the Collateral Agent from the Issuer, enforcement any Guarantor, or any other Person by virtue of any right of action or proceeding or any set-off or otherwise, then appropriation or application at any time or from time to time in reduction of or in payment of the BlueCrest Senior Debt Guaranteed Obligations shall be reinstated deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantorsup to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations shall have been indefeasibly paid in full. (c) Each Guarantor agrees that, if any payment made by the Issuer or any other Person applied to the Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of any Collateral are required to be refunded by the Collateral Agent to the Issuer, its estate, trustee, receiver or any other Person, including, without limitation, anyGuarantor, under any Applicable Law or equitable cause, then, to the extent of such Recovery payment or repayment, each Guarantor’s liability hereunder (and deemed to any Lien or Collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been canceled or surrendered (and if any Lien or Collateral securing such Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement Guaranty (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if payment (or any Lien or Collateral securing such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoobligation).

Termination; Reinstatement. This Agreement (a) This Agreement may be terminated upon at least thirty shall terminate as of the date (30the "Termination Date") days prior written notice by one party that is the earlier of (i) the date on which the Purchase Price has been paid in full with respect to the other. Notwithstanding Purchase Transaction and (ii) the foregoingdate on which (A) the aggregate principal amount of all outstanding Loans has been paid in full, no termination (B) the aggregate principal amount of any participations in unreimbursed LC Disbursements has been paid in full, (C) all accrued and unpaid interest and fees have 221 5 been paid in full, (D) all expenses reimbursable to the Lenders pursuant to Section 6(a9.03 of the Credit Agreement have been paid in full, (E) the LC Exposure is zero and (F) the Lenders have no further commitment to lend under the Credit Agreement and (b) shall impair continue to be effective or be reinstated, as the rights case may be, if at any time payment, or priorities created or acquired hereunder by either any part thereof, of the parties prior to Purchase Price or an Obligation is rescinded or must otherwise be restored by any Lender, Secured Party or Guarantor upon the effective date bankruptcy or reorganization of the terminationPurchaser, the Borrower, any Guarantor or otherwise. The notice In the event that any such payment of termination and other notices given in connection with this Agreement an Obligation is rescinded or must otherwise be restored, such amount shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit outstanding on the Effective Date and included in the United States mailLenders' aggregate Total Exposures as of such date and, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the other. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the BlueCrest Senior Debt shall be reinstated to the extent that there would have been any unused Available Guarantee Amount on the Effective Date after giving effect to the increase in the Lenders' aggregate Total Exposure and to the Purchase Transaction, the Purchaser shall be required to purchase additional Assigned Interests of the Lenders representing such rescinded or restored payment (but not exceeding the amount of such Recovery and deemed to be outstanding unused Available Guarantee Amount) on the same basis as if such payment had not occurred and repayment provided in full of the BlueCrest Senior Debt shall be deemed not to have occurred. 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. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay Section 2 hereof with respect to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoPurchase Transaction.

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Subject to clause (30c) days prior written notice by one party below, this Guaranty shall remain in full force and effect until all the Guaranteed Obligations (other than (1) contingent indemnification and reimbursement obligations, (2) obligations and liabilities under Secured Cash Management Agreements or Secured Hedge Agreements that are not then due and payable and (3) Letters of Credit that have either been Cash Collateralized or as to which arrangements satisfactory to the other. Notwithstanding the foregoing, no termination pursuant to Section 6(aapplicable Issuing Lender have been made) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit paid in full in cash and the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherCommitments terminated. (b) If BlueCrest is required No payment made by the Borrower, any Guarantor, any other guarantor or any other Person received or collected by the Administrative Agent or any other Secured Party from the Borrower, any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in any Proceeding reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise to disgorgeaffect the liability of any Guarantor hereunder which shall, turn over notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or otherwise pay any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the estate maximum liability of Debtorsuch Guarantor hereunder until the Guaranteed Obligations (other than (1) contingent indemnification and reimbursement obligations, because such amount was avoided (2) obligations and liabilities under Secured Cash Management Agreements or ordered Secured Hedge Agreements that are not then due and payable and (3) Letters of Credit that have either been Cash Collateralized or as to which arrangements satisfactory to the applicable Issuing Lender have been made) shall have been paid in full in cash and the Commitments terminated. (c) Each Guarantor agrees that, if any payment made by the Borrower or any other Person applied to the Guaranteed Obligations is at any time avoided, annulled, set aside, rescinded, invalidated, declared to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferor otherwise required to be refunded or repaid, or is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any Collateral are required to be refunded by the Administrative Agent or any other Secured Party to the Borrower, its estate, trustee, receiver or any other Person, including, without limitation, any amount (a “Recovery”)Guarantor, whether received as proceeds of securityunder any Applicable Law or equitable cause, enforcement of any right of set-off or otherwisethen, then the BlueCrest Senior Debt shall be reinstated to the extent of such Recovery payment or repayment, each Guarantor’s liability hereunder (and deemed to any Lien or Collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been canceled or surrendered (and if any Lien or Collateral securing such Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement Guaranty (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if payment (or any Lien or Collateral securing such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoobligation).

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Except as set forth in clauses (30b) days prior written notice by one party and (c) of this Section 7, this Guaranty is a continuing and irrevocable guarantee of all Obligations now or hereafter existing and shall remain in full force and effect until all Obligations and any other amounts payable under this Guaranty (other than contingent indemnification obligations to the other. Notwithstanding the foregoing, extent no termination pursuant to Section 6(aclaim giving rise thereto has been asserted) shall impair the rights or priorities created or acquired hereunder by either are indefeasibly paid in full in cash and any LC Commitments of the parties prior LC Participants or facilities provided by the LC Participants with respect to the effective date of the termination. The notice of termination and Obligations (other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice than contingent indemnification obligations to the otherextent no claim giving rise thereto has been asserted) are terminated . (b) If BlueCrest In the event of any sale or other disposition of all of the Capital Stock of any Guarantor (including by way of merger, consolidation or otherwise) to a Person that is required not (either before or after giving effect to such transaction) the Company or a Subsidiary of the Company in a transaction that is not prohibited by the LC Facility Agreement or the Indentures, then such Guarantor will be released and relieved of any Proceeding obligations under this Guaranty; provided that such sale or otherwise to disgorgeother disposition shall be in accordance with Section 8.4 of the LC Facility Agreement. (c) Notwithstanding the foregoing, turn over this Guaranty shall continue in full force and effect or otherwise pay to be revived, as the estate case may be, if any payment by or on behalf of Debtorthe Company or any Guarantor is made, because or any LC Participant exercises its right of setoff, in respect of the Obligations and such amount was avoided payment or ordered the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be paid fraudulent or disgorged for preferential, set aside or required (including pursuant to any reason, including without limitation because it was found settlement entered into by the LC Participants in their reasonable discretion) to be repaid to a fraudulent trustee, receiver or preferential transferany other party, in connection with any amount proceeding under Title 11, U.S. Code or any similar federal or state law for the relief of debtors (a “RecoveryBankruptcy Law”), whether received as proceeds of security, enforcement of any right of set-off ) or otherwise, then the BlueCrest Senior Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding all as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If this Agreement shall have been terminated prior to made or 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. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment setoff had not occurred and repayment whether or not any LC Participant is in full possession of the Lender Subordinated Debt shall be deemed not to have occurredor has released this Guaranty and regardless of any prior revocation, rescission, termination or reduction. 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 The obligations of the parties heretoeach Guarantor under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. If all of the Indebtedness (a) This Agreement may be terminated upon at least thirty (30) days prior written notice by one party to the other. Notwithstanding the foregoing, no termination other than contingent liabilities pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the other. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reasonindemnity, including without limitation because it was found Section 5.5 and Section 5.6 hereof, for claims which have not been asserted, or which have not yet accrued) shall have been paid and performed in full (in cash) and all commitments to extend credit or other credit accommodations under the Credit Agreement have been terminated, the Agent shall, upon the written request of the Debtors, execute and deliver to the Debtors a proper instrument or instruments acknowledging the release and termination of the security interests created by this Agreement, and shall duly assign and deliver to the Debtors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Agent and has not previously been sold or otherwise applied pursuant to this Agreement; provided however that, the effectiveness of this Agreement shall continue or be reinstated, as the case may be, in the event: (a) that any payment received or credit given by the Agent or the Lenders, or any of them, is returned, disgorged, rescinded or required to be recontributed to any party as an avoidable preference, impermissible setoff, fraudulent conveyance, restoration of capital or otherwise under any applicable state, federal, or local law of any jurisdiction, including laws pertaining to bankruptcy or insolvency, and this Agreement shall thereafter be enforceable against the Debtors as if such returned, disgorged, recontributed or rescinded payment or credit has not been received or given by the Agent or the Lenders, and whether or not the Agent or any Lender relied upon such payment or credit or changed its position as a fraudulent consequence thereof or preferential transfer(b) that any liability is imposed, or sought to be imposed against the Agent or the Lenders, or any amount of them, relating to the environmental condition of any of property mortgaged or pledged to the Agent on behalf of the Lenders by any Debtor, the US Borrowers or other party as collateral (a “Recovery”)in whole or part) for any indebtedness or obligation evidenced or secured by this Agreement, whether received as proceeds of securitysuch condition is known or unknown, enforcement now exists or subsequently arises (excluding only conditions which arise after acquisition by the Agent or any Lender of any right such property, in lieu of set-off foreclosure or otherwise, then due to the BlueCrest Senior Debt wrongful act or omission of the Agent or such Lender, or any person other than the US Borrowers, the Subsidiaries, or any Affiliates of the US Borrowers or the Subsidiaries), and this Agreement shall thereafter be reinstated enforceable against the Debtors to the extent of all such Recovery liabilities, costs and deemed expenses (including reasonable attorneys’ fees) incurred by the Agent or Lenders as the direct or indirect result of any such environmental condition but only for which the US Borrowers are obligated to be outstanding as if such payment had not occurred the Agent and repayment in full the Lenders pursuant to the Credit Agreement. For purposes of the BlueCrest Senior Debt shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery“environmental condition” includes, this Agreement shall be reinstated in full force and effectwithout limitation, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay conditions existing with respect to the estate of Debtorsurface or ground water, because such amount was avoided drinking water supply, land surface or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then subsurface strata and the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoambient air.

Termination; Reinstatement. This Agreement (a) This Agreement may be terminated upon at least thirty shall terminate as of the date (30the "Termination Date") days prior written notice by one party that is the earlier of (i) the date on which the Purchase Price has been paid in full with respect to the other. Notwithstanding Purchase Transaction and (ii) the foregoingdate on which (A) the aggregate principal amount of all outstanding Loans has been paid in full, no termination (B) the aggregate principal amount of any participations in unreimbursed LC Disbursements has been paid in full, (C) all accrued and unpaid interest and fees have been paid in full, (D) all expenses reimbursable to the Lenders pursuant to Section 6(a9.03 of the Credit Agreement have been paid in full, (E) the LC Exposure is zero and (F) the Lenders have no further commitment to lend under the Credit Agreement and (b) shall impair continue to be effective or be reinstated, as the rights case may be, if at any time payment, or priorities created or acquired hereunder by either any part thereof, of the parties prior to Purchase Price or an Obligation is rescinded or must otherwise be restored by any Lender, Secured Party or Guarantor upon the effective date bankruptcy or reorganization of the terminationPurchaser, the Borrower, any Guarantor or otherwise. The notice In the event that any such payment of termination and other notices given in connection with this Agreement an Obligation is rescinded or must otherwise be restored, such amount shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit outstanding on the Effective Date and included in the United States mailLenders' aggregate Total Exposures as of such date and, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the other. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the BlueCrest Senior Debt shall be reinstated to the extent that there would have been any unused Available Guarantee Amount on the Effective Date after giving effect to the increase in the Lenders' aggregate Total Exposure and to the Purchase Transaction, the Purchaser shall be required to purchase additional Assigned Interests of the Lenders representing such rescinded or restored payment (but not exceeding the amount of such Recovery and deemed to be outstanding unused Available Guarantee Amount) on the same basis as if such payment had not occurred and repayment provided in full of the BlueCrest Senior Debt shall be deemed not to have occurred. 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. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay Section 2 hereof with respect to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoPurchase Transaction.

Termination; Reinstatement. The guarantees made hereunder (a) This Agreement may be terminated upon at least thirty (30) days prior written notice by one party to shall terminate when all the other. Notwithstanding the foregoing, no termination pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to Guaranteed Obligations have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit paid in full in cash and the United States mailLenders have no further commitment to lend under the Credit Agreement, postage prepaid, addressed the LC Exposure has been reduced to each zero and the Issuing Bank has no further obligation to issue Letters of Lender Credit under the Credit Agreement and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the other. (b) If BlueCrest is required in shall continue to be effective or be reinstated, as the case may be, if (i) any Proceeding payment made by Borrower or otherwise to disgorge, turn over or otherwise pay any Guarantor and applied to the estate of DebtorGuaranteed Obligations is at any time annulled, because such amount was avoided or ordered avoided, set aside, rescinded, invalidated, declared to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount or otherwise required to be refunded or repaid or (a “Recovery”), whether received as ii) the proceeds of securityCollateral are required to be returned by any Loan Party to the Borrower, enforcement its estate, trustee, receiver or any other party, including any Guarantor, under any bankruptcy law, equitable cause or any other Requirement of any right of set-off or otherwiseLaw, then the BlueCrest Senior Debt shall be reinstated then, to the extent of such Recovery payment or repayment, any such Guarantor’s liability hereunder (and deemed to any Lien or other Collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full never been made. If, prior to any of the BlueCrest Senior Debt shall be deemed not to have occurred. If foregoing, this Agreement shall have been cancelled or surrendered (and if any Lien or other Collateral securing such Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement (and such Lien or other Collateral) shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of any such Guarantor in respect of the parties hereto. amount of such payment (c) If Lender is required in or any Proceeding Lien or otherwise other Collateral securing such obligation). In connection with the foregoing, the Administrative Agent shall execute and deliver to disgorgesuch Guarantor or Guarantor’s designee, turn over or otherwise pay to the estate of Debtor, because at such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferGuarantor’s expense, any Recovery, whether received as proceeds of security, enforcement of any right of set-off documents or otherwise, then the Subordinated Debt instruments which such Guarantor shall be reinstated reasonably request from time to the extent of time to evidence such Recovery termination and deemed to be outstanding as if such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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.

Termination; Reinstatement. (a) This Agreement may be terminated upon No payment made by the Borrower, any Guarantor, or any other Person received or collected by the Administrative Agent or any other Secured Party from the Borrower, any Guarantor, or any other Person by virtue of any action or proceeding or any set-off or appropriation or application at least thirty (30) days prior written notice by one party any time or from time to the other. Notwithstanding the foregoing, no termination pursuant to Section 6(a) shall impair the rights time in reduction of or priorities created or acquired hereunder by either in payment of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder; which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations and all the obligations of the Guarantors shall have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit paid in full and the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherCommitment is terminated. (b) If BlueCrest is required in Each Guarantor agrees that, if any Proceeding payment made by the Borrower or otherwise to disgorge, turn over or otherwise pay any other Person applied to the estate of DebtorObligations is at any time annulled, because such amount was avoided or ordered set aside, rescinded, invalidated, declared to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferor otherwise required to be refunded or repaid, or is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened claim, or the proceeds of any Collateral are required to be refunded by the Administrative Agent or any other Secured Party to the Borrower, its estate, trustee, receiver or any other Person, including, without limitation, any amount (a “Recovery”)Guarantor, whether received as proceeds of securityunder any Applicable Law or equitable cause, enforcement of any right of set-off or otherwisethen, then the BlueCrest Senior Debt shall be reinstated to the extent of such Recovery payment or repayment, each Guarantor’s liability hereunder (and deemed to any Lien or Collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been canceled or surrendered (and if any Lien or Collateral securing such Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement Guaranty (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if payment (or any Lien or Collateral securing such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoobligation).

Termination; Reinstatement. This Guaranty and Commitment shall remain in full force and effect until the Obligations have been fully and indefeasibly paid in full, notwithstanding any intermediate or temporary payment or settlement of the whole or any part of the Obligations. In the event that any Obligor or Affiliate Guarantor gives TDSF notice of its intention to discontinue this Guaranty and Commitment, such notice (a) This Agreement may be terminated upon at least thirty (30) days prior written notice by one party to the other. Notwithstanding the foregoing, no termination pursuant to Section 6(ai) shall impair not be effective unless it is given in accordance with Section 13 hereof and (ii) shall, if not rescinded within ten (10) Business Days, result in the occurrence of an Event of Default under Section 6(d) hereof. In no event (notwithstanding the additional rights of TDSF and Licensee upon the occurrence of an Event of Default or priorities created or acquired hereunder any actions taken by either of the parties prior TDSF or Licensee to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to enforce any such other address designated by such party by notice to the other. (b) If BlueCrest is required in any Proceeding rights or otherwise to disgorge, turn over protect its interests hereunder) shall any such notice impair or otherwise pay affect any rights of TDSF or Licensee hereunder in any manner whatsoever, including, without limitation, the rights set forth in Sections 5, 6 and 7, with respect to any Obligations incurred or accrued prior to such notice or any Obligations incurred or accrued pursuant to any contract or commitment in existence prior to such notice, including, without limitation, the estate maximum amount of Debtor, because the Funding Commitment and the Guaranteed Obligations for the Initial Term and any Renewal Term that has commenced prior to such amount was avoided or ordered notice. This Guaranty and Commitment shall continue to be paid effective or disgorged for be reinstated, notwithstanding any reasonsuch notice or any other event, including without limitation because it was found if at any time any payment made or value received with respect to any Obligation is rescinded or must otherwise be a fraudulent returned by TDSF or preferential transferLicensee upon the insolvency, bankruptcy or reorganization of Licensee, any amount (a “Recovery”)Obligor or any Affiliate Guarantor, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the BlueCrest Senior Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding all as if though such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If this Agreement shall have been terminated prior to made or 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. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment value had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoreceived.

Termination; Reinstatement. If all of the Indebtedness (a) This Agreement may be terminated upon at least thirty (30) days prior written notice by one party to the other. Notwithstanding the foregoing, no termination other than contingent liabilities pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the other. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reasonindemnity, including without limitation because it was found Section 5.5 and Section 5.6 hereof, for claims which have not been asserted, or which have not yet accrued) shall have been paid and performed in full (in cash) and all commitments to extend credit or other credit accommodations under the Credit Agreement have been terminated, Agent shall, upon the written request of Debtors, execute and deliver to Debtors a proper instrument or instruments acknowledging the release and termination of the security interests created by this Agreement, and shall duly assign and deliver to Debtors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of Agent and has not previously been sold or otherwise applied pursuant to this Agreement; provided however that, the effectiveness of this Agreement shall continue or be reinstated, as the case may be, in the event: (a) that any payment received or credit given by Agent or Lenders, or any of them, is returned, disgorged, rescinded or required to be recontributed to any party as an avoidable preference, impermissible setoff, fraudulent conveyance, restoration of capital or otherwise under any applicable state, federal, or local law of any jurisdiction, including laws pertaining to bankruptcy or insolvency, and this Agreement shall thereafter be enforceable against Debtors as if such returned, disgorged, recontributed or rescinded payment or credit has not been received or given by Agent or Lenders, and whether or not Agent or any Lender relied upon such payment or credit or changed its position as a fraudulent consequence thereof or preferential transfer(b) that any liability is imposed, or sought to be imposed against Agent or Lenders, or any of them, relating to the environmental condition of any of property mortgaged or pledged to Agent on behalf of Lenders by any Debtor, any amount of Borrower or other party as collateral (a “Recovery”)in whole or part) for any indebtedness or obligation evidenced or secured by this Agreement, whether received as proceeds of securitysuch condition is known or unknown, enforcement now exists or subsequently arises (excluding only conditions which arise after acquisition by Agent or any Lender of any right such property, in lieu of set-off foreclosure or otherwise, then due to the BlueCrest Senior Debt wrongful act or omission of Agent or such Lenders, or any person other than Borrower, the Subsidiaries, or any Affiliates of Borrower or the Subsidiaries), and this Agreement shall thereafter be reinstated enforceable against Debtors to the extent of all such Recovery liabilities, costs and deemed expenses (including reasonable attorneys’ fees) incurred by Agent or Lenders as the direct or indirect result of any such environmental condition but only for which any of Borrower is obligated to be outstanding as if such payment had not occurred Agent and repayment in full Lenders pursuant to the Credit Agreement. For purposes of the BlueCrest Senior Debt shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery“environmental condition” includes, this Agreement shall be reinstated in full force and effectwithout limitation, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay conditions existing with respect to the estate of Debtorsurface or ground water, because such amount was avoided drinking water supply, land surface or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then subsurface strata and the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoambient air.

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty (30) days prior written notice by one party to the other. Notwithstanding the foregoing, no termination pursuant Subject to Section 6(a2.10(c) below, this Guaranty shall impair remain in full force and effect until all the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement Guaranteed Obligations shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit indefeasibly paid in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherfull. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to No payment made by the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferBorrower, any amount (a “Recovery”)other Guarantor, whether or any other Person received as proceeds of securityor collected by the Lender from the Borrower, enforcement any other Guarantor, or any other Person by virtue of any right of action or proceeding or any set-off or otherwise, then appropriation or application at any time or from time to time in reduction of or in payment of the BlueCrest Senior Debt Guaranteed Obligations shall be reinstated deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantors (as reduced by the subject payment or collection) up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations shall have been indefeasibly paid in full. (c) Each Guarantor agrees that, if any payment made by the Borrower or any other Person applied to the Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of any Collateral are required to be refunded by the Lender to the Borrower, its estate, trustee, receiver or any other Person, including, without limitation, any Guarantor, under any Applicable Law or equitable cause, then, to the extent of such Recovery payment or repayment, each Guarantor’s liability hereunder (and deemed to any Lien or Collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been canceled or surrendered (and if any Lien or Collateral securing such Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement Guaranty (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if payment (or any Lien or Collateral securing such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoobligation).

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Subject to clause (30c) days prior written notice by one party to below, this Guaranty shall remain in full force and effect until all the other. Notwithstanding Guaranteed Obligations and all the foregoing, no termination pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either obligations of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement Guarantors shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit indefeasibly paid in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherfull in cash. (b) If BlueCrest is required No payment made by any Guarantor, any other guarantor or any other Person received or collected by any Guaranteed Party or any other secured party from any Guarantor, any other guarantor or any other Person by virtue of any action or proceeding or any setoff or appropriation or application at any time or from time to time in any Proceeding reduction of or in payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise to disgorgeaffect the liability of any Guarantor hereunder which shall, turn over notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or otherwise pay any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the estate maximum liability of Debtorsuch Guarantor hereunder until the Guaranteed Obligations and all the obligations of the Guarantors shall have been indefeasibly paid in full in cash. (c) Each Guarantor agrees that, because such amount was avoided if any payment made by any Borrower or ordered any other Person applied to the Guaranteed Obligations is at any time avoided, annulled, set aside, rescinded, invalidated, declared to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferor otherwise required to be refunded or repaid, or is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any Collateral are required to be refunded by any Guaranteed party or any other secured party to the Company, its estate, trustee, receiver or any other Person, including, without limitation, any amount (a “Recovery”)Guarantor, whether received as proceeds of securityunder any applicable Law or equitable cause, enforcement of any right of set-off or otherwisethen, then the BlueCrest Senior Debt shall be reinstated to the extent of such Recovery payment or repayment, each Guarantor’s liability hereunder (and deemed to any lien or collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been canceled or surrendered (and if any Lien or Collateral securing such Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement Guaranty (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if payment (or any Lien or Collateral securing such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoobligation).

Termination; Reinstatement. If all of the Indebtedness (a) This Agreement may be terminated upon at least thirty (30) days prior written notice by one party to the other. Notwithstanding the foregoing, no termination other than contingent liabilities pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the other. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reasonindemnity, including without limitation because it was found Section 5.5 and Section 5.6, for claims which have not been asserted, or which have not yet accrued) shall have been paid and performed in full (in cash) and all commitments to extend credit or other credit accommodations under the Credit Agreement have been terminated, the Agent shall, upon the written request of the Debtors, execute and deliver to the Debtors a proper instrument or instruments acknowledging the release and termination of the security interests created by this Agreement, and shall duly assign and deliver to the Debtors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Agent and has not previously been sold or otherwise applied pursuant to this Agreement; provided however that, the effectiveness of this Agreement shall continue or be reinstated, as the case may be, in the event: (a) that any payment received or credit given by the Agent or the Lenders, or any of them, is returned, disgorged, rescinded or required to be recontributed to any party as an avoidable preference, impermissible setoff, fraudulent conveyance, restoration of capital or otherwise under any applicable state, federal, or local law of any jurisdiction, including laws pertaining to bankruptcy or insolvency, and this Agreement shall thereafter be enforceable against the Debtors as if such returned, disgorged, recontributed or rescinded payment or credit has not been received or given by the Agent or the Lenders, and whether or not the Agent or any Lender relied upon such payment or credit or changed its position as a fraudulent consequence thereof or preferential transfer(b) that any liability is imposed, or sought to be imposed against the Agent or the Lenders, or any amount of them, relating to the environmental condition of any of property mortgaged or pledged to the Agent on behalf of the Lenders by any Debtor, the Borrower or other party as collateral (a “Recovery”)in whole or part) for any indebtedness or obligation evidenced or secured by this Agreement, whether received as proceeds of securitysuch condition is known or unknown, enforcement now exists or subsequently arises (excluding only conditions which arise after acquisition by the Agent or any Lender of any right such property, in lieu of set-off foreclosure or otherwise, then due to the BlueCrest Senior Debt wrongful act or omission of the Agent or such Lenders, or any person other than the Borrower, the Subsidiaries, or any Affiliates of the Borrower or the Subsidiaries), and this Agreement shall thereafter be reinstated enforceable against the Debtors to the extent of all such Recovery liabilities, costs and deemed expenses (including reasonable attorneys’ fees) incurred by the Agent or Lenders as the direct or indirect result of any such environmental condition but only for which the Borrower is obligated to be outstanding as if such payment had not occurred the Agent and repayment in full the Lenders pursuant to the Credit Agreement. For purposes of the BlueCrest Senior Debt shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery“environmental condition” includes, this Agreement shall be reinstated in full force and effectwithout limitation, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay conditions existing with respect to the estate of Debtorsurface or ground water, because such amount was avoided drinking water supply, land surface or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then subsurface strata and the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoambient air.

Termination; Reinstatement. This Guaranty is a continuing and irrevocable guaranty of all Obligations now or hereafter existing and shall remain in full force and effect until the earlier to occur of (ax) This Agreement may be terminated upon at least thirty the Distribution Time and (30y) days prior written notice by one party all Obligations and any other amounts payable under this Guaranty are indefeasibly paid in full in cash (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case, for which no claim has been made) and the Commitments and the Facilities with respect to the otherObligations are terminated, at which earlier time this Guaranty shall automatically terminate and Xxxxxxx shall be automatically and unconditionally released from the Xxxxxxx Guaranty and the provisions of this Article XII shall be of no further force and effect without any further action on the part of Xxxxxxx, the Company, any Lender or the Administrative Agent. The Administrative Agent shall, at Xxxxxxx’x expense, promptly execute and deliver to Xxxxxxx any documents that Xxxxxxx shall reasonably request to evidence such termination and release. Notwithstanding the foregoing, no termination to the extent this Guaranty is not terminated pursuant to Section 6(aclause (x) above, this Guaranty shall impair continue in full force and effect or be revived, as the rights or priorities created or acquired hereunder by either of the parties case may be, if any payment made prior to the effective date termination of this Guaranty by or on behalf of the termination. The notice of termination and Company, Xxxxxxx or any other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth aboveLoan Party is made, or to such other address designated by such party by notice any of the Lenders exercises its right of set-off, in respect of the Obligations to the other. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because extent such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of set-off arose prior to the termination of this Guaranty, and such payment or the proceeds of such set-off or any part thereof is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by any of the Lenders in their discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under any Debtor Relief Laws or otherwise, then the BlueCrest Senior Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding all as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If this Agreement shall have been terminated prior to made or 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. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment whether or not the Lenders are in full possession of the Lender Subordinated Debt shall be deemed not to or have occurredreleased this Guaranty and regardless of any prior revocation, rescission, termination or reduction. If this Agreement shall have been terminated prior Guaranty terminates other than pursuant to such Recoveryclause (x) above, 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 heretoXxxxxxx under this paragraph shall survive termination of this Guaranty.

Termination; Reinstatement. If all of the Indebtedness (a) This Agreement may be terminated upon at least thirty (30) days prior written notice by one party to the other. Notwithstanding the foregoing, no termination other than contingent liabilities pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the other. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reasonindemnity, including without limitation because it was found Section 5.5 and Section 5.6 hereof, for claims which have not been asserted, or which have not yet accrued) shall have been paid and performed in full (in cash) and all commitments to extend credit or other credit accommodations under the Credit Agreement have been terminated, the Collateral shall be automatically released from the Liens in favor of Agent and the Lenders created hereby, this Agreement shall automatically terminate with respect to the Agent and the Lenders, all obligations (other than those obligations expressly stated to survive such termination) of each Debtor hereunder shall automatically terminate, all without delivery of any instrument or performance of any act by any party, and the Agent shall, upon the written request of the Debtors, execute and deliver to the Debtors a proper instrument or instruments acknowledging the release and termination of the security interests created by this Agreement, and shall duly assign and deliver to the Debtors (without recourse and without any representation or warranty) such of the Collateral as may be in the possession of the Agent and has not previously been sold or otherwise applied pursuant to this Agreement; provided however that, the effectiveness of this Agreement shall continue or be reinstated, as the case may be, in the event: (a) that any payment received or credit given by the Agent or the Lenders, or any of them, is returned, disgorged, rescinded or required to be recontributed to any party as an avoidable preference, impermissible setoff, fraudulent conveyance, restoration of capital or otherwise under any applicable state, federal, or local law of any jurisdiction, including laws pertaining to bankruptcy or insolvency, and this Agreement shall thereafter be enforceable against the Debtors as if such returned, disgorged, recontributed or rescinded payment or credit has not been received or given by the Agent or the Lenders, and whether or not the Agent or any Lender relied upon such payment or credit or changed its position as a fraudulent consequence thereof or preferential transfer(b) that any liability is imposed, or sought to be imposed against the Agent or the Lenders, or any amount of them, relating to the environmental condition of any of property mortgaged or pledged to the Agent on behalf of the Lenders by any Debtor, the Borrower or other party as collateral (a “Recovery”)in whole or part) for any indebtedness or obligation evidenced or secured by this Agreement, whether received as proceeds of securitysuch condition is known or unknown, enforcement now exists or subsequently arises (excluding only conditions which arise after acquisition by the Agent or any Lender of any right such property, in lieu of set-off foreclosure or otherwise, then due to the BlueCrest Senior Debt wrongful act or omission of the Agent or such Lenders, or any person other than the Borrower, the Subsidiaries, or any Affiliates of the Borrower or the Subsidiaries), and this Agreement shall thereafter be reinstated enforceable against the Debtors to the extent of all such Recovery liabilities, costs and deemed expenses (including reasonable attorneys’ fees) incurred by the Agent or Lenders as the direct or indirect result of any such environmental condition but only for which the Borrower is obligated to be outstanding as if such payment had not occurred the Agent and repayment in full the Lenders pursuant to the Credit Agreement. For purposes of the BlueCrest Senior Debt shall be deemed not to have occurred. If this Agreement shall have been terminated prior to such Recovery“environmental condition” includes, this Agreement shall be reinstated in full force and effectwithout limitation, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay conditions existing with respect to the estate of Debtorsurface or ground water, because such amount was avoided drinking water supply, land surface or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then subsurface strata and the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoambient air.

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Subject to clause (30c) days prior written notice by one party to the other. Notwithstanding the foregoingbelow, no termination pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to remain in full force and effect until all the Guaranteed Obligations and all the obligations of the Guarantors shall have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit indefeasibly paid in full in cash and the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherCommitments terminated. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to No payment made by the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferBorrower, any amount (a “Recovery”)other Guarantor, whether any other guarantor or any other Person received as proceeds of securityor collected by the Collateral Agent or any other Secured Party from the Borrower, enforcement any other Guarantor, any other guarantor or any other Person by virtue of any right of action or proceeding or any set-off or otherwise, then appropriation or application at any time or from time to time in reduction of or in payment of the BlueCrest Senior Debt Guaranteed Obligations shall be reinstated deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations and all the obligations of the Guarantors shall have been indefeasibly paid in full in cash and the Commitments terminated. (c) Each Guarantor agrees that, if any payment made by any Loan Party or any other Person applied to the Guaranteed Obligations is at any time avoided, annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any Collateral are required to be refunded by the Collateral Agent or any other Secured Party to the applicable Loan Party, its estate, trustee, receiver or any other Person, including, without limitation, any Guarantor, under any Applicable Law or equitable cause, then, to the extent of such Recovery payment or repayment, each Guarantor’s liability hereunder (and deemed to any Lien or Collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement shall have been canceled or surrendered (and if any Lien or Collateral securing such Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if payment (or any Lien or Collateral securing such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoobligation).

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty (30Subject to SECTION 2.10(C) days prior written notice by one party to below, this Guaranty shall remain in full force and effect until all the other. Notwithstanding the foregoing, no termination pursuant to Section 6(a) Guaranteed Obligations shall impair the rights or priorities created or acquired hereunder by either of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit indefeasibly paid in the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherfull. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to No payment made by the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferBorrower, any amount (a “Recovery”)Guarantor, whether or any other Person received as proceeds of securityor collected by the Lender from the Borrower, enforcement any Guarantor, or any other Person by virtue of any right of action or proceeding or any set-off or otherwise, then appropriation or application at any time or from time to time in reduction of or in payment of the BlueCrest Senior Debt Guaranteed Obligations shall be reinstated deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations shall have been indefeasibly paid in full. (c) Each Guarantor agrees that, if any payment made by the Borrower or any other Person applied to the Obligations is at any time annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or the proceeds of any Collateral are required to be refunded by the Lender to the Borrower, its estate, trustee, receiver or any other Person, including, without limitation, any Guarantor, under any Applicable Law or equitable cause, then, to the extent of such Recovery payment or repayment, each Guarantor's liability hereunder (and deemed to any Lien or Collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been canceled or surrendered (and if any Lien or Collateral securing such Guarantor's liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement Guaranty (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if payment (or any Lien or Collateral securing such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoobligation).

Termination; Reinstatement. (a) This Agreement may be terminated upon at least thirty Subject to clause (30c) days prior written notice by one party to below, this Guaranty shall remain in full force and effect until all the other. Notwithstanding Guaranteed Obligations and all the foregoing, no termination pursuant to Section 6(a) shall impair the rights or priorities created or acquired hereunder by either obligations of the parties prior to the effective date of the termination. The notice of termination and other notices given in connection with this Agreement Guarantors shall be deemed to have been given when received if personally delivered or sent by overnight courier or five (5) business days after deposit indefeasibly paid in full in cash and the United States mail, postage prepaid, addressed to each of Lender and to BlueCrest, with a copy to Debtor, at their respective offices set forth above, or to such other address designated by such party by notice to the otherCommitments terminated. (b) If BlueCrest is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to No payment made by the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transferBorrower, any amount (a “Recovery”)Guarantor, whether any other guarantor or any other Person received as proceeds of securityor collected by the Administrative Agent or any other Secured Party from the Borrower, enforcement any Guarantor, any other guarantor or any other Person by virtue of any right of action or proceeding or any set-off or otherwise, then appropriation or application at any time or from time to time in reduction of or in payment of the BlueCrest Senior Debt Guaranteed Obligations shall be reinstated deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the obligations of the Guarantors or any payment received or collected from such Guarantor in respect of the obligations of the Guarantors), remain liable for the obligations of the Guarantors up to the maximum liability of such Guarantor hereunder until the Guaranteed Obligations and all the obligations of the Guarantors shall have been indefeasibly paid in full in cash and the Commitments terminated. (c) Each Guarantor agrees that, if any payment made by the Borrower or any other Person applied to the Guaranteed Obligations is at any time avoided, annulled, set aside, rescinded, invalidated, declared to be fraudulent or preferential or otherwise required to be refunded or repaid, or is repaid in whole or in part pursuant to a good faith settlement of a pending or threatened avoidance claim, or the proceeds of any Collateral are required to be refunded by the Administrative Agent or any other Secured Party to the Borrower, its estate, trustee, receiver or any other Person, including, without limitation, any Guarantor, under any Applicable Law or equitable cause, then, to the extent of such Recovery payment or repayment, each Guarantor’s liability hereunder (and deemed to any Lien or Collateral securing such liability) shall be outstanding and remain in full force and effect, as fully as if such payment had not occurred and repayment in full of the BlueCrest Senior Debt shall be deemed not to have occurred. If never been made, and, if prior thereto, this Agreement Guaranty shall have been canceled or surrendered (and if any Lien or Collateral securing such Guarantor’s liability hereunder shall have been released or terminated prior to by virtue of such Recoverycancellation or surrender), this Agreement Guaranty (and such Lien or Collateral) shall be reinstated in full force and effect, and such prior termination cancellation or surrender shall not diminish, release, discharge, impair or otherwise affect the obligations of such Guarantor in respect of the parties hereto. (c) If Lender is required in any Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of Debtor, because such amount was avoided or ordered to be paid or disgorged for any reason, including without limitation because it was found to be a fraudulent or preferential transfer, any Recovery, whether received as proceeds of security, enforcement of any right of set-off or otherwise, then the Subordinated Debt shall be reinstated to the extent of such Recovery and deemed to be outstanding as if payment (or any Lien or Collateral securing such payment had not occurred and repayment in full of the Lender Subordinated Debt shall be deemed not to have occurred. 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 heretoobligation).