Common use of Preference Issues Clause in Contracts

Preference Issues. (a) If, in any Insolvency or Liquidation Proceeding or otherwise, all or part of any payment with respect to the First Priority Debt previously made shall be rescinded for any reason whatsoever, then the First Priority Debt shall be reinstated to the extent of the amount so rescinded and, if theretofore terminated, this Intercreditor Agreement shall be reinstated in full force and effect and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the ABL Secured Parties and the Noteholder Secured Parties provided for herein. (b) If, in any Insolvency or Liquidation Proceeding or otherwise, all or part of any payment with respect to the Noteholder Debt previously made shall be rescinded for any reason whatsoever and the Discharge of Priority Debt shall, subject to (for the avoidance of doubt) the immediately preceding clause (a), have occurred, then the Noteholder Debt shall be reinstated to the extent of the amount so rescinded and, if theretofore terminated, this Intercreditor Agreement shall be reinstated in full force and effect and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the Noteholder Secured Parties and any Person that holds ABL Excess Debt provided for herein solely with respect to any ABL Excess Claims and for the avoidance of doubt, not with respect to any First Priority Debt.

Preference Issues. (a) If, If any ABL Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise, all otherwise to turn over or part otherwise pay to the estate of any payment with respect to the First Priority Debt previously made shall be rescinded for Grantor any reason whatsoeveramount (an “ABL Recovery”), then the First Priority Debt ABL Obligations shall be reinstated to the extent of the amount so rescinded such ABL Recovery and, if theretofore terminated, this Intercreditor Agreement shall be reinstated in full force and effect effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the ABL Secured Parties and the Noteholder Term Loan/Notes Secured Parties provided for herein. (b) If, If any Term Loan/Notes Secured Party is required in any Insolvency or Liquidation Proceeding or otherwise, all otherwise to turn over or part otherwise pay to the estate of any payment with respect to the Noteholder Debt previously made shall be rescinded for Grantor any reason whatsoever and the Discharge of Priority Debt shall, subject to amount (for the avoidance of doubt) the immediately preceding clause (aa “Term Loan/Notes Recovery”), have occurred, then the Noteholder Debt Term Loan/Notes Obligations shall be reinstated to the extent of the amount so rescinded such Term Loan/Notes Recovery and, if theretofore terminated, this Intercreditor Agreement shall be reinstated in full force and effect effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the Noteholder Term Loan/Notes Secured Parties and any Person that holds the ABL Excess Debt Secured Parties provided for herein solely with respect to any ABL Excess Claims and for the avoidance of doubt, not with respect to any First Priority Debtherein.

Preference Issues. (a) If, If the First Lien Agent or any First Lien Lender is required in any Insolvency or Liquidation Proceeding or otherwiseotherwise to turn over or otherwise pay to the estate of the First Lien Borrower or any First Lien Guarantor any amount (whether received by or on behalf of the First Lien Borrower or any First Lien Guarantor, all or part as proceeds of security, enforcement of any payment with respect to the First Priority Debt previously made shall be rescinded for any reason whatsoeverright of setoff or otherwise) (a “Recovery”), then the First Priority Debt obligation or part thereof originally intended to be satisfied shall be reinstated and outstanding as First Lien Obligations as if such payment had not occurred to the extent of such Recovery and the amount so rescinded and, if theretofore terminatedDischarge of First Lien Obligations shall be deemed to not have occurred. If this Agreement shall have been terminated prior to such Recovery, this Intercreditor Agreement shall be reinstated in full force and effect effect, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the ABL Secured Parties parties hereto from such date of reinstatement. The Second Lien Agent and the Noteholder Secured Parties provided for herein. (b) IfSecond Lien 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 this Agreement, in any Insolvency or Liquidation Proceeding whether by preference or otherwise, all or part 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 priorities set forth in this Agreement. In the event that any such payment with respect to the Noteholder Debt previously made First Lien Obligations results in a Discharge of First Lien Obligations, the First Lien Agent and the First Lien Lenders agree that the Second Lien Agent and the Second Lien Lenders shall be rescinded permitted to act hereunder as though a Discharge of First 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 reason whatsoever and the Discharge of Priority Debt shallaction taken or omitted to be taken hereunder in accordance therewith, subject to (for the avoidance of doubt) the immediately preceding clause (a), have occurred, then the Noteholder Debt shall be reinstated 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 amount so rescinded and, if theretofore terminated, this Intercreditor Agreement shall be reinstated in full force and effect and such prior termination shall not diminish, release, discharge, impair Second Lien Agent or otherwise affect the Second Lien priorities and the relative rights and obligations of the Noteholder Secured Parties and any Person that holds ABL Excess Debt provided for herein solely with respect to any ABL Excess Claims and for the avoidance of doubt, not with respect to any First Priority DebtLenders.