Common use of Preference Issues Clause in Contracts

Preference Issues. If any First Lien Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of the Company or any other Grantor (or any trustee, receiver or similar person therefor) or to or for the benefit of its creditors, because the payment of such amount was declared to be fraudulent or preferential in any respect or for any other reason, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of setoff, recoupment or otherwise, then as among the parties hereto, the First Lien Obligations shall be deemed to be reinstated to the extent of such Recovery and to be outstanding as if such payment had not occurred, and such First Lien Secured Party shall be entitled to a future Discharge of First Lien Obligations with respect to all such recovered amounts and shall have all rights hereunder with respect thereto. 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. Any Collateral or First Lien Collateral or proceeds thereof received by any Junior Lien Secured Party prior to the time of such Recovery shall be deemed to have been received prior to the Discharge of First Lien Obligations and subject to the provisions of Section 4.2 and the other terms of this Agreement. The First Lien Representative shall use commercially reasonable efforts to give written notice to the Junior Lien Representative of the occurrence of any such Recovery (provided that the failure to give such notice shall not affect the First Lien Representative’s rights hereunder, except it being understood that until the delivery of such notice to the Junior Lien Representative, the Junior Lien Representative shall not be charged with knowledge of such Recovery or required to take any actions based on such Recovery). The Junior Lien Representative, for itself and on behalf of each Junior Lien Secured Party, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with the provisions of Section 4.1 and the other terms of this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the provisions of Section 4.1 and the other terms of this Agreement.

Preference Issues. If the First Lien Agent or any First Lien Secured Party Lender is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of the Company First Lien Borrower or any other Grantor (or any trustee, receiver or similar person therefor) or to or for the benefit of its creditors, because the payment of such amount was declared to be fraudulent or preferential in any respect or for any other reason, First Lien Guarantor any amount (a “Recovery”), whether received by or on behalf of the First Lien Borrower or any First Lien Guarantor, as proceeds of security, enforcement of any right of setoff, recoupment setoff or otherwise) (a “Recovery”), then the obligation or part thereof originally intended to be satisfied shall be reinstated and outstanding as among First Lien Obligations as if such payment had not occurred to the parties hereto, extent of such Recovery and the Discharge of First Lien Obligations shall be deemed to be reinstated to the extent of such Recovery and to be outstanding as if such payment had not have occurred, and such First Lien Secured Party shall be entitled to a future Discharge of First Lien Obligations with respect to all such recovered amounts and shall have all rights hereunder with respect thereto. 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 heretohereto from such date of reinstatement. Any Collateral or First The Second Lien Collateral or proceeds thereof received by any Junior Lien Secured Party prior to the time of such Recovery shall be deemed to have been received prior to the Discharge of First Lien Obligations and subject to the provisions of Section 4.2 Agent and the other terms of this Agreement. The First Second Lien Representative shall use commercially reasonable efforts to give written notice to the Junior Lien Representative of the occurrence of any such Recovery (provided that the failure to give such notice shall not affect the First Lien Representative’s rights hereunder, except it being understood that until the delivery of such notice to the Junior Lien Representative, the Junior Lien Representative shall not be charged with knowledge of such Recovery or required to take any actions based on such Recovery). The Junior Lien Representative, for itself and on behalf of each Junior Lien Secured Party, hereby agrees Lenders agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with the provisions of Section 4.1 and the other terms of this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the provisions priorities set forth in this Agreement. In the event that any such payment with respect to the First Lien Obligations results in a Discharge of Section 4.1 First Lien Obligations, the First Lien Agent and the other terms First Lien Lenders agree that the Second Lien Agent and the Second Lien Lenders shall be permitted to act hereunder as though a Discharge of this AgreementFirst Lien Obligations had occurred during the period from such payment until the date of such reinstatement of the First Lien Obligations and shall have no liability to the First Lien Agent or the First Lien Lenders for any action taken or omitted to be taken hereunder in accordance therewith, except to the extent such act or omission is found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the gross negligence, bad faith or willful misconduct of the Second Lien Agent or Second Lien Lenders.

Preference Issues. If any First Lien Secured Senior Financing Party is required in any Insolvency or Liquidation Bankruptcy Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of the Company or any other Grantor (or any trustee, receiver or similar person therefor) or to or for the benefit of its creditors, because the payment of such amount was declared to be fraudulent or preferential in any respect or for any other reason, Senior Borrower any amount (a “Recovery”), whether received by or on behalf of the Senior Borrower, as proceeds of security, enforcement of any right of setoff, recoupment setoff or otherwise) (a "Recovery"), then as among the parties hereto, the First Lien Obligations obligation or part thereof originally intended to be satisfied shall be deemed to be reinstated and outstanding as Senior Obligations, as of the date of such Recovery to the extent of such Recovery and the Discharge of Senior Obligations shall be deemed not to be outstanding as if such payment had not have occurred, and except to the extent such First Lien Secured Party shall be entitled to a future Discharge of First Lien Obligations with respect to all such recovered amounts and shall have all rights hereunder with respect theretoturnover obligation arose from an Improper Act. 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. Any Collateral or First Lien Collateral or proceeds thereof received by any Junior Lien Secured Party prior to the time hereto from such date of such Recovery shall be deemed to have been received prior to the Discharge of First Lien Obligations and subject to the provisions of Section 4.2 and the other terms of this Agreementreinstatement. The First Lien Representative shall use commercially reasonable efforts to give written notice to the Junior Lien Representative of the occurrence of any such Recovery (provided that the failure to give such notice shall not affect the First Lien Representative’s rights hereunder, except it being understood that until the delivery of such notice to the Junior Lien Representative, the Junior Lien Representative shall not be charged with knowledge of such Recovery or required to take any actions based on such Recovery). The Junior Lien Representative, for itself and on behalf of each Junior Lien Secured Party, hereby agrees Subordinated Financing Parties agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with the provisions of Section 4.1 and the other terms of this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the provisions of Section 4.1 and the other terms of priorities set forth in this Agreement, subject to Section 4.2 and except to the extent such turnover obligation arose from an Improper Act. In the event that any such payment with respect to the Senior Obligations results in a Discharge of Senior Obligations, the Senior Financing Parties agree that the Subordinated Financing Parties shall be permitted to act hereunder as though a Discharge of Senior Obligations had occurred during the period from such payment until the date of such reinstatement of the Senior Obligations and shall have no liability to the Senior Financing Parties for any action taken or omitted to be taken hereunder in accordance therewith, except to the extent such act or omission is found by a final, non-appealable judgment of a court of competent jurisdiction to arise from the gross negligence, bad faith or willful misconduct of the Subordinated Financing Parties.

Preference Issues. If any First Lien Senior Priority Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay any amount to the estate of Holdings, the Company Borrower or any other Grantor (or any trustee, receiver or similar person Person therefor) or to or for the benefit of its creditors), because the payment of such amount was declared to be or avoided as fraudulent or preferential in any respect or for any other reasonreason (any such amount, any amount (a “Recovery”), whether received as proceeds Proceeds of security, enforcement of any right of setoff, recoupment setoff or otherwise, then as among the parties hereto, the First Lien Senior Priority Obligations shall be deemed to be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, occurred and such First Lien the Senior Priority Secured Party Parties shall be entitled to the benefits of this Agreement until a future Discharge of First Lien Senior Priority Obligations with respect to all such recovered amounts and shall have all rights hereunder with respect theretoamounts. 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. Any Collateral or First Lien Collateral or proceeds thereof received by any Junior Lien Secured Party prior to the time of such Recovery shall be deemed to have been received prior to the Discharge of First Lien Obligations and subject to the provisions of Section 4.2 and the other terms of this Agreement. The First Lien Representative shall use commercially reasonable efforts to give written notice to the Junior Lien Representative of the occurrence of any such Recovery (provided that the failure to give such notice shall not affect the First Lien Representative’s rights hereunder, except it being understood that until the delivery of such notice to the Junior Lien Representative, the Junior Lien Representative shall not be charged with knowledge of such Recovery or required to take any actions based on such Recovery). The Junior Lien Each Second Priority Representative, for itself and on behalf of each Junior Lien Second Priority Secured PartyParty under its Second Priority Debt Facility, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with the provisions of Section 4.1 and the other terms of this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the provisions of Section 4.1 and the other terms of priorities set forth in this Agreement. Without limiting the generality of the foregoing, to the extent that Senior Priority Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Second Priority Representatives, for themselves and on behalf of the Second Priority Secured Parties under the Second Priority Debt Facilities, shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (as applicable), subject to the right of the Senior Priority Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Priority Secured Parties.

Preference Issues. If any First Lien Senior Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay any amount to the estate of the Company Company, any Borrower or any other Grantor (or any trustee, administrator, administrative receiver, receiver or similar person Person therefor) or to or for the benefit of its creditors), because the payment of such amount was declared to be or was avoided as fraudulent or preferential or otherwise under Chapter 5 of the Bankruptcy Code or any similar provision of any other Bankruptcy Law or similar law, in any respect or for any other reason, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of setoff, recoupment or otherwise, then as among the parties hereto, the First Lien Senior Obligations shall be deemed to be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, and such First Lien the Senior Secured Party Parties shall be entitled to the benefits of this Agreement until a future Discharge of First Lien Senior Obligations with respect to all such recovered amounts and shall have all rights hereunder with respect theretoamounts. 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. Any Collateral or First Lien Collateral or proceeds thereof received by any Junior Lien Secured Party prior to the time of such Recovery shall be deemed to have been received prior to the Discharge of First Lien Obligations and subject to the provisions of Section 4.2 and the other terms of this Agreement. The First Lien Representative shall use commercially reasonable efforts to give written notice to the Junior Lien Representative of the occurrence of any such Recovery (provided that the failure to give such notice shall not affect the First Lien Representative’s rights hereunder, except it being understood that until the delivery of such notice to the Junior Lien Representative, the Junior Lien Representative shall not be charged with knowledge of such Recovery or required to take any actions based on such Recovery). The Junior Lien Each Second Priority Representative, for itself and on behalf of each Junior Lien Secured PartySecond Priority Debt Party under its Second Priority Debt Facility, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with the provisions of Section 4.1 and the other terms of this Agreement, whether by preference preference, fraudulent transfer, transfer at an undervalue or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the provisions of Section 4.1 and the other terms of priorities set forth in this Agreement, the Credit Agreement, the Senior Indenture, the Pari Passu Intercreditor Agreement and/or the Senior Collateral Documents, as applicable.

Preference Issues. If any First Lien Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay any amount to the estate of the Company or any other Grantor (or any trustee, receiver or similar person Person therefor) or to or for the benefit of its creditors), because the payment of such amount was declared to be or avoided as fraudulent or preferential in any respect or for any other reason, any amount (a “Recovery”), whether received as proceeds Proceeds of security, enforcement of any right of setoff, recoupment setoff or otherwise, then as among the parties hereto, the First Lien applicable Series of Secured Debt Obligations shall be deemed to be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, occurred and such First Lien Series of Secured Party Parties shall be entitled to the benefits of this Agreement until a future Discharge of First Lien Priority Debt Obligations or a Discharge of Second Priority Debt Obligations, as the case may be, with respect to such Series with respect to all such recovered amounts and shall have all rights hereunder with respect theretoamounts. 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. Any Collateral or First Lien Collateral or proceeds thereof received by any Junior Lien Secured Party prior to the time of such Recovery shall be deemed to have been received prior to the Discharge of First Lien Obligations and subject to the provisions of Section 4.2 and the other terms of this Agreement. The First Lien Representative shall use commercially reasonable efforts to give written notice to the Junior Lien Representative of the occurrence of any such Recovery (provided that the failure to give such notice shall not affect the First Lien Representative’s rights hereunder, except it being understood that until the delivery of such notice to the Junior Lien Representative, the Junior Lien Representative shall not be charged with knowledge of such Recovery or required to take any actions based on such Recovery). The Junior Lien Each Second Priority Representative, for itself and on behalf of each Junior Lien other Second Priority Secured PartyParty under its Second Priority Debt Facility, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with the provisions of Section 4.1 and the other terms of this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the provisions priorities set forth in this Agreement. As between each Series of Section 4.1 First Priority Debt Obligations, each First Priority Representative, for itself and on behalf of each other First Priority Secured Party under its First Priority Debt Facility, hereby agrees that none of them shall be entitled, vis-à-vis any other First Priority Secured Party to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the other terms benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Preference Issues. If any First Lien Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of the Company or any other Grantor (or any trustee, receiver or similar person therefor) or to or for the benefit of its creditors), because the payment of such amount was declared to be fraudulent or preferential in any respect or for any other reason, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of setoff, recoupment setoff or otherwise, then as among the parties hereto, the First Lien Obligations shall be deemed to be reinstated to the extent of such Recovery and to be outstanding as if such payment had not occurred, and such First Lien Secured Party shall be entitled to a future Discharge reinstatement of First Lien Obligations with respect to all such recovered amounts and shall have all rights hereunder with respect theretohereunder. 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. Any Common Collateral or First Lien Collateral or proceeds thereof received by any Junior Lien Secured Party prior to the time of such Recovery shall be deemed to have been received prior to the Discharge of First Lien Obligations and subject to the provisions of Section 4.2 and the other terms of this Agreement4.2. The First Lien Representative Collateral Agent shall use commercially reasonable efforts to give written notice to the Junior Lien Representative Collateral Agent of the occurrence of any such Recovery (provided that the failure to give such notice shall not affect the First Lien Representative’s Collateral Agents rights hereunder, except it being understood that until the delivery of such notice to the Junior Lien RepresentativeCollateral Agent, the Junior Lien Representative Collateral Agent shall not be charged with knowledge of such Recovery or required to take any actions based on such Recovery). The Junior Lien Representative, for itself and on behalf of each Junior Lien Secured Party, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with the provisions of Section 4.1 and the other terms of this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the provisions of Section 4.1 and the other terms of this Agreement.

Preference Issues. If any First Lien Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of the Company or any other Grantor (or any trustee, receiver or similar person therefor) or to or for the benefit of its creditors), because the payment of such amount was declared to be fraudulent or preferential in any respect or for any other reason, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of setoff, recoupment setoff or otherwise, then as among the parties hereto, the First Lien Obligations shall be deemed to be reinstated to the extent of such Recovery and to be outstanding as if such payment had not occurred, and such First Lien Secured Party shall be entitled to a future Discharge reinstatement of First Lien Obligations with respect to all such recovered amounts and shall have all rights hereunder with respect theretohereunder. 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. Any Common Collateral or First Lien Collateral or proceeds thereof received by any Junior Second Lien Secured Party prior to the time of such Recovery shall be deemed to have been received prior to the Discharge of First Lien Obligations and subject to the provisions of Section 4.2 and the other terms of this Agreement4.2. The First Lien Representative Collateral Agent shall use commercially reasonable efforts to give written notice to the Junior Second Lien Representative Collateral Agent of the occurrence of any such Recovery (provided that the failure to give such notice shall not affect the First Lien Representative’s Collateral Agents rights hereunder, except it being understood that until the delivery of such notice to the Junior Second Lien RepresentativeCollateral Agent, the Junior Second Lien Representative Collateral Agent shall not be charged with knowledge of such Recovery or required to take any actions based on such Recovery). The Junior Lien Representative, for itself and on behalf of each Junior Lien Secured Party, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with the provisions of Section 4.1 and the other terms of this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the provisions of Section 4.1 and the other terms of this Agreement.

Preference Issues. If any First Lien Secured Senior Convertible Notes Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of the Company or any other Grantor of its subsidiaries (or any trustee, receiver receiver, or similar person therefor) or to or for the benefit of its creditors), because the payment of such amount was declared to be fraudulent or preferential in any respect or for any other reason, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of setoff, recoupment setoff or otherwise, then as among the parties hereto, the First Lien Obligations Senior Convertible Notes Claims shall be deemed to be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had has not occurred, occurred and such First Lien Secured Party the Senior Convertible Notes Claims shall be entitled to a future Discharge of First Lien Obligations Senior Convertible Notes Claims with respect to all such recovered amounts and shall have all rights hereunder with respect theretoamounts. 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 impair, or otherwise affect the obligations of the parties hereto. Any Collateral For the avoidance of doubt, if the Liens securing the Senior Convertible Notes Claims are released or First Lien Collateral avoided in connection with any Insolvency or proceeds thereof received Liquidation Proceeding, including pursuant to an action commenced by the Company or any Junior Lien Secured Party prior to of its subsidiaries (or any trustee, receiver, or similar person therefor) or any representative of the time estate of such Recovery shall be deemed to have been received prior to the Company or any of its subsidiaries, then, if the Discharge of First Lien Obligations and subject to the provisions of Section 4.2 and the other terms of this Agreement. The First Lien Representative shall use commercially reasonable efforts to give written notice to the Junior Lien Representative of the occurrence of any such Recovery (provided that the failure to give such notice shall Senior Convertible Notes Claims has not affect the First Lien Representative’s rights hereunder, except it being understood that until the delivery of such notice to the Junior Lien Representativeoccurred, the Junior Lien Representative shall not be charged with knowledge of such Recovery or required Bridge Notes Parties agree to take any actions based on such Recovery). The contribute and turnover the Liens securing the Junior Lien Representative, Bridge Notes Claims to and for itself and on behalf of each Junior Lien Secured Party, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with the provisions of Section 4.1 and the other terms of this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the provisions of Section 4.1 and the other terms of this AgreementSenior Convertible Notes Parties.

Preference Issues. If any First Lien Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay any amount to the estate of the Company or any other Grantor (or any trustee, receiver or similar person Person therefor) or to or for the benefit of its creditors), because the payment of such amount was declared to be or avoided as fraudulent or preferential in any respect or for any other reason, any amount (a “Recovery”), whether received as proceeds Proceeds of security, enforcement of any right of setoff, recoupment setoff or otherwise, then as among the parties hereto, the First Lien applicable Series of Secured Debt Obligations shall be deemed to be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, occurred and such First Lien Series of Secured Party Parties shall be entitled to the benefits of this Agreement until a future Discharge of First Lien Priority Debt Obligations or a Discharge of Second Priority Debt Obligations, as the case may be, with respect to such Series with respect to all such recovered amounts and shall have all rights hereunder with respect theretoamounts. 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. Any Collateral or First Lien Collateral or proceeds thereof received by any Junior Lien Secured Party prior to the time of such Recovery shall be deemed to have been received prior to the Discharge of First Lien Obligations and subject to the provisions of Section 4.2 and the other terms of this Agreement. The First Lien Representative shall use commercially reasonable efforts to give written notice to the Junior Lien Representative of the occurrence of any such Recovery (provided that the failure to give such notice shall not affect the First Lien Representative’s rights hereunder, except it being understood that until the delivery of such notice to the Junior Lien Representative, the Junior Lien Representative shall not be charged with knowledge of such Recovery or required to take any actions based on such Recovery). The Junior Lien Each Second Priority Representative, for itself and on behalf of each Junior Lien other Second Priority Secured PartyParty under its Second Priority Debt Facility, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or Table of Contents allocation made in accordance with the provisions of Section 4.1 and the other terms of this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the provisions priorities set forth in this Agreement. As between each Series of Section 4.1 First Priority Debt Obligations, each First Priority Representative, for itself and on behalf of each other First Priority Secured Party under its First Priority Debt Facility, hereby agrees that none of them shall be entitled, vis-à-vis any other First Priority Secured Party to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with this Agreement, whether by preference or otherwise, it being understood and agreed that the other terms benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Preference Issues. If any First Lien Priority Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of the Company or any other Grantor (or any trustee, receiver or similar person therefor) or to or for the benefit of its creditors), because the payment of such amount was declared to be fraudulent or preferential in any respect or for any other reason, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of setoff, recoupment setoff or otherwise, then as among to the parties heretoSecond Priority Collateral Agent and each Second Priority Secured Party, the First Lien Priority Notes Obligations shall be deemed to be reinstated to the extent of such Recovery and to be outstanding as if such payment had not occurred, and such First Lien Priority Secured Party shall be entitled to a future Discharge reinstatement of First Lien Priority Notes Obligations with respect to all such recovered amounts and shall have all rights hereunder with respect theretohereunder. 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. Any Collateral or First Lien Common Collateral or proceeds thereof received by any Junior Lien Second Priority Secured Party prior to the time of such Recovery shall be deemed to have been received prior to the Discharge of First Lien Priority Notes Obligations and subject to the provisions of Section 4.2 and the other terms of this Agreement4.2. The First Lien Representative Priority Collateral Agent shall use commercially reasonable efforts to give written notice to the Junior Lien Representative Second Priority Collateral Agent of the occurrence of any such Recovery (provided that the failure to give such notice shall not affect the First Lien RepresentativePriority Collateral Agent’s rights hereunder, except it being understood that until the delivery of such notice to the Junior Lien RepresentativeSecond Priority Collateral Agent, the Junior Lien Representative Second Priority Collateral Agent shall not be charged with knowledge of such Recovery or required to take any actions based on such Recovery). The Junior Lien Representative, for itself and on behalf of each Junior Lien Secured Party, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with the provisions of Section 4.1 and the other terms of this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the provisions of Section 4.1 and the other terms of this Agreement.

Preference Issues. (a) If any First First-Lien Secured Party Creditor is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of the Company Borrower or any other Grantor (or any trustee, receiver or similar person therefor) or to or for the benefit of its creditors, because the payment of such amount was declared to be fraudulent or preferential in any respect or for any other reason, any amount (a “"Recovery”"), whether received as proceeds of security, enforcement of any right of setoff, recoupment or otherwise, then as among the parties hereto, the First First-Lien Obligations shall be deemed to be reinstated to the extent of such Recovery and to be outstanding as if such payment had not occurred, and such First the First-Lien Secured Party Creditors shall be entitled to a future Discharge reinstatement of First First-Lien Obligations with respect to all such recovered amounts amounts. In such event, any Discharge of First-Lien Obligations for all purposes of this Agreement shall be deemed to have not occurred (unless and shall have all rights hereunder until same subsequently occurs with respect theretoto the First-Lien Obligations after giving effect to the provisions to this Section 6.5(a)). If this Agreement shall have been terminated prior to such Recovery, this Agreement shall be reinstated in full force and effecteffect (and any prior Discharge of First-Lien Obligations shall be deemed not to have occurred), and such prior termination shall not diminish, release, discharge, impair or otherwise affect the obligations of the parties heretohereto from such date of reinstatement. Any Collateral or First amounts received by the Second-Lien Collateral Agent or proceeds thereof received any Second-Lien Creditor on account of the Second-Lien Obligations, or by the Third-Lien Collateral Agent or any Junior Third-Lien Secured Party Creditor on account of the Third-Lien Obligations, after the termination of this Agreement (or any prior Discharge of First-Lien Obligations) shall, in the event of a reinstatement pursuant to this Section 6.5(a), be held in trust for and paid over to the time of such Recovery shall be deemed to have been received prior to the Discharge of First First-Lien Obligations and subject to the provisions of Section 4.2 and the other terms of this Agreement. The First Lien Representative shall use commercially reasonable efforts to give written notice to the Junior Lien Representative of the occurrence of any such Recovery (provided that the failure to give such notice shall not affect the First Lien Representative’s rights hereunder, except it being understood that until the delivery of such notice to the Junior Lien Representative, the Junior Lien Representative shall not be charged with knowledge of such Recovery or required to take any actions based on such Recovery). The Junior Lien Representative, Collateral Agent for itself and on behalf of each Junior Lien Secured Party, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with the provisions of Section 4.1 and the other terms of this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over the First-Lien Creditors, for application in accordance with to the provisions of Section 4.1 and the other terms of this Agreementreinstated First-Lien Obligations.

Preference Issues. If any First Lien Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay to the bankruptcy estate of the Company Borrower or any other Grantor (or any trustee, receiver receiver, or similar person therefor) or to or for the benefit of its creditors), because the payment of such amount was declared to be actually or constructively fraudulent or preferential in any respect or for any other reason, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of setoff, recoupment recoupment, or otherwise, then then, as among the parties hereto, the First Lien Obligations shall be deemed to be reinstated to the extent of such Recovery and to be outstanding as if such payment had not occurred, and such First Lien Secured Party shall be entitled to a future Discharge reinstatement of First Lien Obligations with respect to all such recovered amounts and shall have all rights hereunder with respect theretohereunder. 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. Any Common Collateral or First Lien Collateral or proceeds thereof received by any Junior Second Lien Secured Party prior to the time of such Recovery shall be deemed to have been received prior to the Discharge of First Lien Obligations and subject to the provisions of Section 4.2 and the other terms of this Agreement4.2. The First Lien Representative Collateral Agent shall use commercially reasonable efforts to give written notice to the Junior Second Lien Representative Collateral Agent of the occurrence of any such Recovery (provided that the failure to give such notice shall not affect the First Lien Representative’s Collateral Agents rights hereunder, except it being understood that until the delivery of such notice to the Junior Second Lien RepresentativeCollateral Agent, the Junior Second Lien Representative Collateral Agent shall not be charged with knowledge of such Recovery or required to take any actions based on such Recovery). The Junior Lien Representative, for itself and on behalf of each Junior Lien Secured Party, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with the provisions of Section 4.1 and the other terms of this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the provisions of Section 4.1 and the other terms of this Agreement.

Preference Issues. If any First Lien Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay to the estate of the Company or any other Grantor (or any trustee, receiver or similar person therefor) or to or for the benefit of its creditors, because the payment of such amount was declared to be fraudulent or preferential in any respect or for any other reason, any amount (a “Recovery”), whether received as proceeds of security, enforcement of any right of setoff, recoupment setoff or otherwise, then as among the parties hereto, the First Lien Obligations shall be deemed to be reinstated to the extent of such Recovery and to be outstanding as if such payment had not occurred, and such First Lien Secured Party shall be entitled to a future Discharge reinstatement of First Lien Obligations with respect to all such recovered amounts and shall have all rights hereunder with respect theretohereunder. 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. Any Collateral or First Lien Collateral or proceeds thereof received by any Junior Lien Secured Party prior to the time of such Recovery shall be deemed to have been received prior to the Discharge of First Lien Obligations and subject to the provisions of Section 4.2 and the other terms of this Agreement. The applicable First Lien Representative Collateral Agent shall use commercially reasonable efforts to give written notice to the Junior Lien Representative Collateral Agent of the occurrence of any such Recovery (provided that the failure to give such notice shall not affect the First Lien Representative’s Collateral Agents’ rights hereunder, except it being understood that until the delivery of such notice to the Junior Lien RepresentativeCollateral Agent, the Junior Lien Representative Collateral Agent shall not be charged with knowledge of such Recovery or required to take any actions based on such Recovery). The Junior Lien Representative, for itself and on behalf of each Junior Lien Secured Party, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with the provisions of Section 4.1 and the other terms of this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the provisions of Section 4.1 and the other terms of this Agreement.

Preference Issues. If any First Lien Senior Priority Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay any amount to the estate of the Company Borrower or any other Grantor (or any trustee, receiver or similar person Person therefor) or to or for the benefit of its creditors), because the payment of such amount was declared to be or avoided as fraudulent or preferential preferential, or otherwise disallowed under Chapter 5 of the Bankruptcy Code or any similar provision of any other Debtor Relief Law, in any respect or for any other reasonreason (any such amount, any amount (a “"Recovery”"), whether received as proceeds Proceeds of security, enforcement of any right of setoff, recoupment setoff or otherwise, then as among the parties hereto, the First Lien Senior Priority Obligations shall be deemed to be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, occurred and such First Lien the Senior Priority Secured Party Parties shall be entitled to the benefits of this Agreement until a future Discharge of First Lien Senior Priority Obligations has occurred with respect to all such recovered amounts and shall have all rights hereunder with respect theretoamounts. 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. Any Collateral or First Lien Collateral or proceeds thereof received by any Each Junior Lien Secured Party prior to the time of such Recovery shall be deemed to have been received prior to the Discharge of First Lien Obligations and subject to the provisions of Section 4.2 and the other terms of this Agreement. The First Lien Representative shall use commercially reasonable efforts to give written notice to the Junior Lien Representative of the occurrence of any such Recovery (provided that the failure to give such notice shall not affect the First Lien Representative’s rights hereunder, except it being understood that until the delivery of such notice to the Junior Lien Representative, the Junior Lien Representative shall not be charged with knowledge of such Recovery or required to take any actions based on such Recovery). The Junior Lien Priority Representative, for itself and on behalf of each other Junior Lien Priority Secured PartyParty under the applicable Junior Priority Debt Facility, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with the provisions of Section 4.1 and the other terms of this Agreement, whether by preference preference, fraudulent transfer, or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the provisions of priorities set forth in this Agreement. This Section 4.1 and the other terms 6.04 shall survive termination of this Agreement.

Preference Issues. (a) If any First Lien Secured Party Senior Lender is required in any Insolvency or Liquidation Proceeding in respect of PM&C, the Company or otherwise to disgorge, turn over or otherwise pay to the estate of the Company or any other Grantor (or any trustee, receiver or similar person therefor) or to or for the benefit of its creditors, because the payment of such amount was declared to be fraudulent or preferential in any respect or for any other reason, any amount in respect of Common Collateral or proceeds thereof (a “"Common Collateral Recovery”"), whether received as proceeds of security, enforcement of any right of setoff, recoupment or otherwise, then as among the parties hereto, the First Lien Obligations Senior Lender Claims shall be deemed to be reinstated to the extent of such Common Collateral Recovery and to be outstanding as if such payment had not occurred, and such First Lien Secured Party the Senior Lenders shall be entitled to a future Discharge indefeasible payment in full cash of First Lien Obligations such Senior Lender Claims with respect to all such recovered amounts and shall have all rights hereunder with in respect theretoof Common Collateral or proceeds thereof. If this Agreement shall have been terminated prior to such Common Collateral 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 heretohereto from such date of reinstatement. Any Collateral If any Term Loan Lender is required in any Insolvency or First Lien Liquidation Proceeding in respect of the Company or otherwise to turn over or otherwise pay to the estate of the Company any amount in respect of Other Common Collateral or proceeds thereof received by any Junior Lien Secured Party prior (an "Other Common Collateral Recovery"), then the Term Loan Lender Claims shall be reinstated to the time extent of such Other Common Collateral Recovery shall be deemed to have been received prior to the Discharge of First Lien Obligations and subject to the provisions of Section 4.2 and the other terms of this Agreement. The First Lien Representative shall use commercially reasonable efforts to give written notice to the Junior Lien Representative of the occurrence of any such Recovery (provided that the failure to give such notice shall not affect the First Lien Representative’s rights hereunder, except it being understood that until the delivery of such notice to the Junior Lien Representative, the Junior Lien Representative shall not be charged with knowledge of such Recovery or required to take any actions based on such Recovery). The Junior Lien Representative, for itself and on behalf of each Junior Lien Secured Party, hereby agrees that none of them Term Loan Lenders shall be entitled to benefit from any avoidance action affecting indefeasible payment in full in cash of such Term Loan Lender Claims with respect to all such recovered amounts in respect of Other Common Collateral or proceeds thereof. If this Agreement shall have been terminated prior to such Other Common Collateral Recovery, this Agreement shall be reinstated in full force and effect, and such prior termination shall not diminish, release, discharge, impair or otherwise relating to any distribution or allocation made in accordance with affect the provisions obligations of Section 4.1 and the other terms parties hereto from such date of this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the provisions of Section 4.1 and the other terms of this Agreementreinstatement.

Preference Issues. If any First Lien Senior Priority Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay any amount to the estate of Holdings, the Company Borrower or any other Grantor (or any trustee, receiver or similar person Person therefor) or to or for the benefit of its creditors), because the payment of such amount was declared to be or avoided as fraudulent or preferential in any respect or for any other reasonreason (any such amount, any amount (a “Recovery”), whether received as proceeds Proceeds of security, enforcement of any right of setoff, recoupment setoff or otherwise, then as among the parties hereto, the First Lien Senior Priority Obligations shall be deemed to be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, occurred and such First Lien the Senior Priority Secured Party Parties shall be entitled to the benefits of this Agreement until a future Discharge of First Lien Senior Priority Obligations with respect to all such recovered amounts and shall have all rights hereunder with respect theretoamounts. 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. Any Collateral or First Lien Collateral or proceeds thereof received by any Junior Lien Secured Party prior to the time of such Recovery shall be deemed to have been received prior to the Discharge of First Lien Obligations and subject to the provisions of Section 4.2 and the other terms of this Agreement. The First Lien Representative shall use commercially reasonable efforts to give written notice to the Junior Lien Representative of the occurrence of any such Recovery (provided that the failure to give such notice shall not affect the First Lien Representative’s rights hereunder, except it being understood that until the delivery of such notice to the Junior Lien Representative, the Junior Lien Representative shall not be charged with knowledge of such Recovery or required to take any actions based on such Recovery). The Junior Lien Each Second Priority Representative, for itself and on behalf of each Junior Lien Second Priority Secured PartyParty under its Second Priority Debt Facility, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with the provisions of Section 4.1 and the other terms of this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the provisions of Section 4.1 and the other terms of priorities set forth in this Agreement. Without limiting the generality of the foregoing, to the extent that Senior Priority Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Second Priority Representatives, for themselves and on behalf of the Second Priority Secured Parties under the Second Priority Debt Facilities, shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post- petition incurred fees and expenses, and/or other cash payments (as applicable), subject to the right of the Senior Priority Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Priority Secured Parties.

Preference Issues. If any First Lien Senior Priority Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise to disgorge, turn over or otherwise pay any amount to the estate of Holdings, the Company Borrower or any other Grantor (or any trustee, receiver or similar person Person therefor) or to or for the benefit of its creditors), because the payment of such amount was declared to be fraudulent or preferential in any respect or for any other reasonreason (any such amount, any amount (a “Recovery”), whether received as proceeds Proceeds of security, enforcement of any right of setoff, recoupment setoff or otherwise, then as among the parties hereto, the First Lien Senior Priority Obligations shall be deemed to be reinstated to the extent of such Recovery and deemed to be outstanding as if such payment had not occurred, occurred and such First Lien the Senior Priority Secured Party Parties shall be entitled to the benefits of this Agreement until a future Discharge of First Lien Senior Priority Obligations with respect to all such recovered amounts and shall have all rights hereunder with respect theretoamounts. 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. Any Collateral or First Lien Collateral or proceeds thereof received by any Junior Lien Secured Party prior to the time of such Recovery shall be deemed to have been received prior to the Discharge of First Lien Obligations and subject to the provisions of Section 4.2 and the other terms of this Agreement. The First Lien Representative shall use commercially reasonable efforts to give written notice to the Junior Lien Representative of the occurrence of any such Recovery (provided that the failure to give such notice shall not affect the First Lien Representative’s rights hereunder, except it being understood that until the delivery of such notice to the Junior Lien Representative, the Junior Lien Representative shall not be charged with knowledge of such Recovery or required to take any actions based on such Recovery). The Junior Lien Each Second Priority Representative, for itself and on behalf of each Junior Lien Second Priority Secured PartyParty under its Second Priority Debt Facility, hereby agrees that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with the provisions of Section 4.1 and the other terms of this Agreement, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action otherwise allocable to them shall instead be allocated and turned over for application in accordance with the provisions of Section 4.1 and the other terms of priorities set forth in this Agreement. Without limiting the generality of the foregoing, to the extent that Senior Priority Secured Parties are granted adequate protection in the form of payments in the amount of current post-petition fees and expenses, and/or other cash payments, then the Second Priority Representatives, for themselves and on behalf of the Second Priority Secured Parties under the Second Priority Debt Facilities, shall not be prohibited from seeking adequate protection in the form of payments in the amount of current post-petition incurred fees and expenses, and/or other cash payments (as applicable), subject to the right of the Senior Priority Secured Parties to object to the reasonableness of the amounts of fees and expenses or other cash payments so sought by the Second Priority Secured Parties.