Common use of Continuation and Reinstatement Clause in Contracts

Continuation and Reinstatement. (a) The Limited Guarantor further agrees that this Guaranty shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by any Secured Party upon the bankruptcy or reorganization of RRI or any Grantor, or otherwise. In furtherance of the provisions hereof, and not in limitation of any other right which any Secured Party may have at law or in equity against RRI, any other Grantor or any other Person by virtue hereof, upon failure of RRI or any other Grantor which is a borrower under any Secured Debt Document to pay any Secured Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, the Limited Guarantor hereby promises to and will, upon receipt of written demand by the Collateral Trustee pursuant to an Act of Secured Debtholders, forthwith pay or cause to be paid to the Collateral Trustee for the benefit of the Secured Parties, in cash, an amount equal to the unpaid amount of such Secured Obligation, subject to the limitations of Section 2.04, including interest thereon at the rate provided in the applicable Secured Debt Document (including any applicable default rate of interest). All payments made hereunder shall be subject to distribution as provided in Section 2.06. (b) Upon any payment as provided above, the applicable Representative shall assign, without recourse and without representation or warranty of any kind, such Secured Obligation, and the Collateral Trustee shall, without recourse and without representation or warranty of any kind, to assign all security interests, if any, then held by the Collateral Trustee, in respect of such Secured Obligation, to the Limited Guarantor; such assignment to be subordinate and junior to the rights of the Collateral Trustee or the Tranche A Collateral Agent on behalf of the Secured Parties or the Lenders owed the Adjusted Tranche A Obligations (as defined in the Citibank Intercreditor Agreement), as applicable, with regard to amounts payable by RRI or any other Grantor in connection with the remaining unpaid Secured Obligations (including Post-Petition Interest) and to be pro tanto to the extent to which the Secured Obligation in question was discharged by the Limited Guarantor. (c) All rights of the Limited Guarantor against any Grantor which is a borrower under any Secured Debt Document, arising as a result of the payment by the Limited Guarantor of any sums to the a Representative for the benefit of any Secured Parties hereunder, to the Tranche A Agent for the benefit of the Tranche A Lenders (as defined in the Credit Agreement), or directly to any Secured Party hereunder by way of right of subrogation or otherwise, shall in all respects be subordinated and junior in right of payment to, and shall not be exercised by, the Limited Guarantor until and unless, the occurrence of the Termination Date. If any amount shall be paid to the Limited Guarantor for the account of RRI or any other Grantor which is a borrower under any Secured Debt Document, such amount shall be held in trust for the benefit of the Secured Parties, segregated from the Limited Guarantor's own assets, and shall forthwith be paid to the Collateral Trustee on behalf of the applicable Secured Parties to be credited and applied to the Guaranteed Obligations, whether matured or unmatured.

Continuation and Reinstatement. (a) The Limited Guarantor further agrees that Notwithstanding any prior revocation, termination, surrender or discharge of this Guaranty (or of any lien, pledge or security interest securing this Guaranty) in whole or in part, the effectiveness of this Guaranty, and of all liens, pledges and security interests securing this Guaranty, shall automatically continue to be effective or be reinstated, as the case may be, if at in the event that (a) any time paymentpayment received or credit given by Bison in respect of the Indebtedness is returned, disgorged or rescinded as a preference, impermissible setoff, fraudulent conveyance, diversion of trust funds, or otherwise under any part thereofapplicable state or federal law, including, without limitation, laws pertaining to bankruptcy or insolvency, in which case this Guaranty, and all liens, pledges and security interests securing this Guaranty, shall be enforceable against Guarantors as if the returned, disgorged or rescinded payment or credit had not been received or given by Bison, and whether or not Bison relied upon this payment or credit or changed its position as a consequence of it; or (b) any liability is imposed, or sought to be imposed, against Bison relating to the environmental condition of, or the presence of hazardous or toxic substances on, in or about, any property given as collateral to Bison by Obligor, whether this condition is known or unknown, now exists or subsequently arises (excluding only conditions which arise after any acquisition by Bison of any of the Guaranteed Obligations is rescinded or must otherwise be restored or returned by any Secured Party upon the bankruptcy or reorganization of RRI or any Grantor, or otherwise. In furtherance of the provisions hereof, and not in limitation of any other right which any Secured Party may have at law or in equity against RRI, any other Grantor or any other Person by virtue hereof, upon failure of RRI or any other Grantor which is a borrower under any Secured Debt Document to pay any Secured Obligation when and as the same shall become due, whether at maturitysuch property, by accelerationforeclosure, after notice in lieu of foreclosure or otherwise, to the Limited Guarantor hereby promises extent due to the wrongful act or omission of Bison), in which case this Guaranty, and willall liens, pledges and security interests securing this Guaranty, shall be enforceable against Guarantors to the extent of all liability, costs and expenses (including, without limitation, reasonable attorneys’ fees and costs) incurred by Bison as the direct or indirect result of any environmental condition or hazardous or toxic substances. In the event of continuation or reinstatement of this Guaranty and the liens, pledges and security interests securing it, Guarantors agree upon receipt of written demand by Bison to execute and deliver to Bison those documents which Bison reasonably determines are appropriate to further evidence (in the Collateral Trustee pursuant public records or otherwise) this continuation or reinstatement, although the failure of Guarantors to do so shall not affect in any way the reinstatement or continuation. If any Guarantor does not execute and deliver to Bison upon demand such documents, Bison and each Bison officer is irrevocably appointed (which appointment is coupled with an Act of Secured Debtholders, forthwith pay or cause to be paid to interest) the Collateral Trustee for the benefit of the Secured Parties, in cash, an amount equal to the unpaid amount true and lawful attorney-in-fact of such Secured Obligation, subject Guarantor (with full power of substitution) to the limitations of Section 2.04, including interest thereon at the rate provided execute and deliver such documents in the applicable Secured Debt Document (including any applicable default rate of interest). All payments made hereunder shall be subject to distribution as provided in Section 2.06. (b) Upon any payment as provided above, the applicable Representative shall assign, without recourse name and without representation or warranty of any kind, such Secured Obligation, and the Collateral Trustee shall, without recourse and without representation or warranty of any kind, to assign all security interests, if any, then held by the Collateral Trustee, in respect of such Secured Obligation, to the Limited Guarantor; such assignment to be subordinate and junior to the rights of the Collateral Trustee or the Tranche A Collateral Agent on behalf of such Guarantor. For purposes of this Guaranty, “environmental condition” includes, without limitation, conditions existing with respect to the Secured Parties surface or ground water, drinking water supply, land surface or subsurface and the Lenders owed the Adjusted Tranche A Obligations (as defined in the Citibank Intercreditor Agreement)air; and “hazardous or toxic substances” shall include any and all substances now or subsequently determined by any federal, as applicable, with regard to amounts payable by RRI state or any other Grantor in connection with the remaining unpaid Secured Obligations (including Post-Petition Interest) and local authority to be pro tanto to the extent to which the Secured Obligation in question was discharged by the Limited Guarantor. (c) All rights of the Limited Guarantor against any Grantor which is a borrower under any Secured Debt Document, arising as a result of the payment by the Limited Guarantor of any sums to the a Representative for the benefit of any Secured Parties hereunder, to the Tranche A Agent for the benefit of the Tranche A Lenders (as defined in the Credit Agreement)hazardous or toxic, or directly to otherwise regulated by any Secured Party hereunder by way of right of subrogation or otherwise, shall in all respects be subordinated and junior in right of payment to, and shall not be exercised by, the Limited Guarantor until and unless, the occurrence of the Termination Date. If any amount shall be paid to the Limited Guarantor for the account of RRI or any other Grantor which is a borrower under any Secured Debt Document, such amount shall be held in trust for the benefit of the Secured Parties, segregated from the Limited Guarantor's own assets, and shall forthwith be paid to the Collateral Trustee on behalf of the applicable Secured Parties to be credited and applied to the Guaranteed Obligations, whether matured or unmaturedthese authorities.

Continuation and Reinstatement. (a) The Limited Guarantor Each Borrower further agrees that its guaranty under this Guaranty Section shall continue to be effective or be reinstated, as the case may be, if at any time payment, or any part thereof, of any of the Guaranteed Obligations Subject Obligation is rescinded or must otherwise be restored by Hallmark or returned by any Secured Party the Hallmark Lenders upon the bankruptcy or reorganization of RRI or any GrantorBorrower, or otherwise. In furtherance of the provisions hereofof this Section, and not in limitation of any other right which any Secured Party Hallmark or the Hallmark Lenders may have at law or in equity against RRIany Borrower, any other Grantor or any other Person person or entity by virtue hereof, upon failure of RRI or any other Grantor which is a borrower under any Secured Debt Document the Borrower to pay any Secured Subject Obligation when and as the same shall become due, whether at maturity, by acceleration, after notice or otherwise, the Limited Guarantor each Borrower hereby promises to and will, upon receipt of written demand by Hallmark on behalf of itself, and/or the Collateral Trustee pursuant to an Act of Secured DebtholdersHallmark Lenders, forthwith pay or cause to be paid to the Collateral Trustee Hallmark for the benefit of itself, and/or the Secured Parties, Hallmark Lenders (as applicable) in cash, cash an amount equal to the unpaid amount of all the Subject Obligations with interest thereon, and thereupon Hallmark shall assign such Secured Subject Obligation, subject to the limitations of Section 2.04, including interest thereon at the rate provided in the applicable Secured Debt Document (including any applicable default rate of interest). All payments made hereunder shall be subject to distribution as provided in Section 2.06. (b) Upon any payment as provided above, the applicable Representative shall assign, without recourse and without representation or warranty of any kind, such Secured Obligation, and the Collateral Trustee shall, without recourse and without representation or warranty of any kind, to assign together with all security interests, if any, then held by the Collateral Trustee, Hallmark in respect of such Secured Subject Obligation, to the Limited GuarantorBorrowers making such payment; such assignment to be subordinate and junior to the rights of the Collateral Trustee or the Tranche A Collateral Agent Hallmark on behalf of itself and the Secured Parties or the Hallmark Lenders owed the Adjusted Tranche A Obligations (as defined in the Citibank Intercreditor Agreement), as applicable, with regard to amounts payable by RRI or any other Grantor the Borrower in connection with the remaining unpaid Secured Subject Obligations (including Post-Petition Interest) and to be pro tanto to the extent to which the Secured Subject Obligation in question was discharged by the Limited Guarantorany Borrower making such payments. (cb) All rights of the Limited Guarantor Borrower against any Grantor which is a borrower under any Secured Debt Documentother Borrower, arising as a result of the payment by the Limited Guarantor such Borrower of any sums to the a Representative Hallmark for the benefit of any Secured Parties hereunderHallmark, to and/or the Tranche A Agent for the benefit of the Tranche A Hallmark Lenders (as defined in the Credit Agreement), or directly to any Secured Party the Hallmark Lenders hereunder by way of right of subrogation or otherwise, shall in all respects be subordinated and junior in right of payment to, and shall not be exercised by, the Limited Guarantor by such Borrower until and unless, the occurrence prior final and indefeasible payment in full of all the Termination DateSubject Obligations. If any amount shall be paid to the Limited Guarantor such Borrower for the account of RRI or any other Grantor which is a borrower under any Secured Debt DocumentBorrower, such amount shall be held in trust for the benefit of the Secured Parties, Hallmark segregated from the Limited Guarantor's such Borrower’s own assets, assets and shall forthwith be paid to the Collateral Trustee Hallmark on behalf of itself, and/or the applicable Secured Parties Hallmark Lenders to be credited and applied to the Guaranteed Subject Obligations, whether matured or unmatured.