Common use of Invalidated Payments Clause in Contracts

Invalidated Payments. To the extent that any Secured Creditor receives payments on its Priority Obligations or Proceeds of Priority Collateral for application to its Priority Obligations which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any Bankruptcy Law, common law, equitable cause or otherwise (and whether as a result of any demand, settlement, litigation or otherwise) (each a “Priority Claim Avoidance”), then to the extent of such payment or Proceeds received, such Priority Obligations, or part thereof, intended to be satisfied by such payment or Proceeds shall be revived and continue in full force and effect as if such payments or Proceeds had not been received by such Priority Secured Creditors, and this Agreement, if theretofore terminated, shall be reinstated in full force and effect as of the date of such Priority Claim Avoidance, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the Priority Secured Creditors and the Junior Secured Creditors provided for herein with respect to any event occurring on or after the date of such Priority Claim Avoidance. The Junior Secured Creditors further 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, 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 priorities set forth in this Agreement.

Invalidated Payments. To the extent that any Secured Term Loan Creditor receives payments on its Priority Obligations on, or Proceeds of Priority proceeds of, Term Loan Collateral for application to its Priority the Term Loan Obligations which are subsequently invalidated, avoided as or declared to be fraudulent or preferentialpreferential transfers, otherwise set aside aside, and/or required to be repaid to a trustee, receiver or any other party under any Bankruptcy Lawbankruptcy law, state or federal law, common law, or equitable cause or otherwise (and whether as a result of any demand, settlement, litigation or otherwise) (each a “Priority Claim Avoidance”)cause, then (a) to the extent of such payment or Proceeds proceeds received, such Priority Term Loan Obligations, or part thereof, intended to be satisfied by such payment or Proceeds shall be revived and continue in full force and effect as if such payments or Proceeds proceeds had not been received by such Priority Secured Creditors, Term Loan Creditor and (b) the Term Loan Termination Date shall not be deemed to have occurred and this Agreement shall continue in full force and effect. To the extent any Revolving Loan Creditor has received proceeds of Term Loan Priority Collateral or a Distribution from Term Loan Priority Collateral to which such Revolving Loan Creditor would not have been entitled under this Agreement had such reinstatement occurred prior to receipt of such proceeds or such Distribution, such Revolving Loan Creditor shall turn over such proceeds or such Distributions to the Term Loan Agent for reapplication to the Term Loan Obligations in accordance with this Agreement. To the extent any Revolving Loan Creditor receives payments on, if theretofore terminatedor proceeds of, Revolving Loan Collateral for the Revolving Loan Obligations which are subsequently invalidated, avoided as or declared to be fraudulent or preferential transfers, otherwise set aside, and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, state or federal law, common law, or equitable cause, then (x) to the extent of such payment or proceeds received, such Revolving Loan Obligations, or part thereof, intended to be satisfied shall be reinstated revived and continue in full force and effect as if such payments or proceeds had not been received by such Revolving Loan Creditor and (y) the Revolving Loan Termination Date shall not be deemed to have occurred and this Agreement shall continue in full force and effect. To the extent any Term Loan Creditor has received proceeds of the date Revolving Loan Priority Collateral or a Distribution from Revolving Loan Priority Collateral to which such Term Loan Creditor would not have been entitled under this Agreement had such reinstatement occurred prior to receipt of such Priority Claim Avoidanceproceeds or such Distribution, and such prior termination Term Loan Creditor shall not diminish, release, discharge, impair turn over such proceeds or otherwise affect such Distributions to the Lien priorities and Revolving Agent for reapplication to the relative rights and obligations of the Priority Secured Creditors and the Junior Secured Creditors provided for herein with respect to any event occurring on or after the date of such Priority Claim Avoidance. The Junior Secured Creditors further agree that none of them shall be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made Revolving Loan Obligations in accordance with 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 priorities set forth in this Agreement.

Invalidated Payments. To the extent that any Secured Creditor receives the Senior Lenders receive payments on its Priority Obligations the Senior Debt or Proceeds proceeds of Priority Collateral for application to its Priority Obligations the Senior Debt which are subsequently invalidated, avoided, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code or any Bankruptcy Lawother bankruptcy or insolvency law, common law, equitable cause or otherwise (and whether as a result of any demand, settlement, litigation or otherwise) (each a “Priority Claim Avoidance”), then to the extent of such payment or Proceeds receivedproceeds received and returned to or recovered by such trustee, receiver or other party (each a “First Lien Avoidance”), such Priority ObligationsFirst Lien Avoidance, or part thereof, intended to be satisfied by such payment or Proceeds proceeds shall be revived and continue in full force and effect as if such payments or Proceeds proceeds had not been received by such Priority Secured Creditorsthe Senior Lenders, and this Agreement, if theretofore terminated, shall be reinstated in full force and effect as of the date of such Priority Claim First Lien Avoidance, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the Priority Secured Creditors Senior Lenders and the Junior Secured Creditors provided for herein with respect to any event occurring on or after the date of such Priority Claim First Lien Avoidance. Upon any such reinstatement of such Obligations, each Junior Creditor will deliver to the Senior Agent any payment or proceeds received by them between the date the Senior Lenders received the payments or proceeds that are the subject of said First Lien Avoidance and repayment of the First Lien Avoidance. The Junior Secured Creditors further 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 AgreementFirst Lien Avoidance, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action First Lien Avoidance otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Invalidated Payments. To the extent that any Secured Creditor receives the First Lien Creditors receive payments on its Priority the First Lien Obligations or Proceeds proceeds of Priority Collateral for application to its Priority the First Lien Obligations which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any Bankruptcy Law, common law, equitable cause or otherwise (and whether as a result of any demand, settlement, litigation or otherwise) (each a “Priority Claim First Lien Avoidance”), then to the extent of such payment or Proceeds proceeds received, such Priority Obligations, or part thereof, intended to be satisfied by such payment or Proceeds proceeds shall be revived and continue in full force and effect as if such payments or Proceeds proceeds had not been received by such Priority Secured the First Lien Creditors, and this Agreement, if theretofore terminated, shall be reinstated in full force and effect as of the date of such Priority Claim First Lien Avoidance, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the Priority Secured First Lien Creditors and the Junior Secured Second Lien Creditors provided for herein with respect to any event occurring on or after the date of such Priority Claim First Lien Avoidance. The Junior Secured Second Lien Creditors further 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 AgreementFirst Lien Avoidance, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action First Lien Avoidance otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Invalidated Payments. To the extent that any either Secured Creditor receives payments on its Priority Obligations or Proceeds proceeds of Priority Collateral for application to its Priority Obligations which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any Bankruptcy Law, common law, equitable cause or otherwise (and whether as a result of any demand, settlement, litigation or otherwise) (each a “Priority Claim Avoidance”), then to the extent of such payment or Proceeds proceeds received, such Priority Obligations, or part thereof, intended to be satisfied by such payment or Proceeds proceeds shall be revived and continue in full force and effect as if such payments or Proceeds proceeds had not been received by such Priority Secured CreditorsCreditor, and this Agreement, if theretofore terminated, shall be reinstated in full force and effect as of the date of such Priority Claim Avoidance, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the Priority Secured Creditors Creditor and the Junior Secured Creditors provided for herein with respect to any event occurring on or after the date of such Priority Claim Avoidance. The Junior Secured Creditors further agree Creditor with respect to any Collateral (that none of them as to such Junior Secured Creditor is Non-Priority Collateral) or Junior Obligations agrees that it shall be not entitled to benefit from any avoidance action affecting Priority Claim Avoidance in respect of any such Collateral or otherwise relating to any distribution or allocation made in accordance with this AgreementJunior Obligations, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action Priority Claim Avoidance otherwise allocable to them it shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Invalidated Payments. To the extent that any Secured Creditor receives the First Lien Creditors receive payments on its Priority the First Lien Obligations or Proceeds proceeds of Priority Collateral for application to its Priority the First Lien Obligations which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any Bankruptcy Law, common law, equitable cause or otherwise (and whether as a result of any demand, settlement, litigation or otherwise) (each a “Priority Claim First Lien Avoidance”), then to the extent of such payment or Proceeds proceeds received, such Priority Obligations, or part thereof, intended to be satisfied by such payment or Proceeds proceeds shall be revived and continue in full force and effect as if such payments or Proceeds proceeds had not been received by such Priority Secured the First Lien Creditors, and this Agreement, if theretofore terminated, shall be reinstated in full force and effect as of the date of such Priority Claim First Lien Avoidance, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the Priority Secured First Lien Creditors and the Junior Secured Second Lien Creditors provided for herein with respect to any event occurring on or after the date of such Priority Claim First Lien Avoidance. The Junior Secured Second Lien Creditors further 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 AgreementFirst Lien Avoidance, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action First Lien Avoidance otherwise allocable to them shall shall, to the extent resulting from proceeds of Collateral, instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Invalidated Payments. To the extent that any Secured Creditor receives payments on its Priority Obligations or Proceeds of Priority Collateral for application to its Priority Obligations which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any Bankruptcy Law, common law, equitable cause or otherwise (and whether as a result of any demand, settlement, litigation or otherwise) (each a “Priority Claim Avoidance”), then to the extent of such payment or Proceeds received, such Priority Obligations, or part thereof, intended to be satisfied by such payment or Proceeds shall be revived and continue in full force and effect as if such payments or Proceeds had not been received by such Priority Secured Creditors, and this Agreement, if theretofore terminated, shall be reinstated in full force and effect as of the date of such Priority Claim Avoidance, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the Priority Secured Creditors and the Junior Secured Creditors provided for herein with respect to any event occurring on or after the date of such Priority Claim Avoidance. The Junior Secured Creditors further 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, 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 priorities set forth in this AgreementSection 2.11.

Invalidated Payments. To the extent that any Secured Creditor receives the First Lien Creditors receive payments on its Priority the First Lien Obligations or Proceeds proceeds of Priority Collateral for application to its Priority the First Lien Obligations which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any Bankruptcy Law, common law, equitable cause or otherwise (and whether as a result of any demand, settlement, litigation or otherwise) (each a “Priority Claim "First Lien Avoidance”"), then to the extent of such payment or Proceeds proceeds received, such Priority Obligations, or part thereof, intended to be satisfied by such payment or Proceeds proceeds shall be revived and continue in full force and effect as if such payments or Proceeds proceeds had not been received by such Priority Secured the First Lien Creditors, and this Agreement, if theretofore terminated, shall be reinstated in full force and effect as of the date of such Priority Claim First Lien Avoidance, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the Priority Secured First Lien Creditors and the Junior Secured Second Lien Creditors provided for herein with respect to any event occurring on or after the date of such Priority Claim AvoidanceFirst Lien Avoidance except to the extent the Second Lien Creditors share in any such benefit as unsecured creditors. The Junior Secured Second Lien Creditors further 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 AgreementFirst Lien Avoidance, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action First Lien Avoidance otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this AgreementAgreement except to the extent the Second Lien Creditors share in any such benefit as unsecured creditors.

Invalidated Payments. To the extent that any Secured Creditor receives the First Lien Holder receive payments on its Priority the First Lien Obligations or Proceeds proceeds of Priority Collateral for application to its Priority the First Lien Obligations which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any Bankruptcy Law, common law, equitable cause or otherwise (and whether as a result of any demand, settlement, litigation or otherwise) (each a “Priority Claim First Lien Avoidance”), then to the extent of such payment or Proceeds proceeds received, such Priority Obligations, or part thereof, intended to be satisfied by such payment or Proceeds proceeds shall be revived and continue in full force and effect as if such payments or Proceeds proceeds had not been received by such Priority Secured Creditorsthe First Lien Holder, and this Agreement, if theretofore terminated, shall be reinstated in full force and effect as of the date of such Priority Claim First Lien Avoidance, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the Priority Secured Creditors First Lien Holder and the Junior Secured Creditors Second Lien Holder provided for herein with respect to any event occurring on or after the date of such Priority Claim First Lien Avoidance. The Junior Secured Creditors further agree Second Lien Holder agrees that none of them it shall not be entitled to benefit from any avoidance action affecting or otherwise relating to any distribution or allocation made in accordance with this AgreementFirst Lien Avoidance, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action First Lien Avoidance otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Invalidated Payments. To the extent that any Secured Creditor receives payments on its Priority Obligations or Proceeds proceeds of Priority Collateral for application to its Priority Obligations which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any Bankruptcy Law, common law, equitable cause or otherwise (and whether as a result of any demand, settlement, litigation or otherwise) (each a “Priority Claim Avoidance”), then then, to the extent of such payment or Proceeds proceeds received, such Priority Obligations, or part thereof, intended to be satisfied by such payment or Proceeds proceeds shall be revived and continue in full force and effect as if such payments or Proceeds proceeds had not been received by such Priority Secured CreditorsCreditor, and this Agreement, if theretofore terminated, shall be reinstated in full force and effect as of the date of such Priority Claim Avoidance, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the Priority Secured Creditors Creditor and the Junior Secured Creditors Creditor provided for herein with respect to any event occurring on or after the date of such Priority Claim Avoidance. The Junior Secured Creditors further agree Creditor agrees that none of them it shall not be entitled to benefit from any avoidance action affecting Priority Claim Avoidance in respect of any such Collateral or otherwise relating to any distribution or allocation made in accordance with this AgreementJunior Obligations, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action Priority Claim Avoidance otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Invalidated Payments. (a) To the extent that any Secured Creditor receives the First Lien Creditors receive payments on its Priority the First Lien Obligations or Proceeds proceeds of Priority Collateral for application to its Priority the First Lien Obligations which are subsequently invalidated, declared to be preferential or fraudulent transfers or preferentialconveyances, set aside and/or required to be repaid to a trustee, receiver or any other party under any Bankruptcy Law, common law, equitable cause or otherwise (and whether as a result of any demand, settlement, litigation or otherwise) (each a “Priority Claim First Lien Avoidance”), then to the extent of such payment or Proceeds proceeds received, such Priority Obligations, or part thereof, intended to be satisfied by such payment or Proceeds proceeds shall be revived and continue in full force and effect as if such payments or Proceeds proceeds had not been received by such Priority Secured the First Lien Creditors, and this Agreement, if theretofore terminated, shall be reinstated in full force and effect as of the date of such Priority Claim First Lien Avoidance, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the Priority Secured First Lien Creditors, the Second Lien Creditors and the Junior Secured Third Lien Creditors provided for herein with respect to any event occurring on or after the date of such Priority Claim First Lien Avoidance. The Junior Secured Second Lien Creditors further 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 AgreementFirst Lien Avoidance, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action First Lien Avoidance otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) To the extent that the Second Lien Creditors receive payments on the Second Lien Obligations or proceeds of Collateral for application to the Second Lien Obligations which are subsequently invalidated, declared to be preferential or fraudulent transfers or conveyances, set aside and/or required to be repaid to a trustee, receiver or any other party under any Bankruptcy Law, common law, equitable cause or otherwise (and whether as a result of any demand, settlement, litigation or otherwise) (each a “Second Lien Avoidance”), then to the extent of such payment or proceeds received, such Obligations, or part thereof, intended to be satisfied by such payment or proceeds shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Second Lien Creditors, and this Agreement, if theretofore terminated, shall be reinstated in full force and effect as of the date of such Second Lien Avoidance, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the Second Lien Creditors and the Third Lien Creditors provided for herein with respect to any event occurring on or after the date of such Second Lien Avoidance.

Invalidated Payments. (a) To the extent that any Secured Creditor receives the First Lien Creditors receive payments on its Priority the First Lien Obligations or Proceeds proceeds of Priority Collateral for application to its Priority the First Lien Obligations which are subsequently invalidated, declared to be preferential or fraudulent transfers or preferentialconveyances, set aside and/or required to be repaid to a trustee, receiver or any other party under any Bankruptcy Law, common law, equitable cause or otherwise (and whether as a result of any demand, settlement, litigation or otherwise) (each a “Priority Claim First Lien Avoidance”), then to the extent of such payment or Proceeds proceeds received, such Priority Obligations, or part thereof, intended to be satisfied by such payment or Proceeds proceeds shall be revived and continue in full force and effect as if such payments or Proceeds proceeds had not been received by such Priority Secured the First Lien Creditors, and this Agreement, if theretofore terminated, shall be reinstated in full force and effect as of the date of such Priority Claim First Lien Avoidance, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the Priority Secured First Lien Creditors, the Second Lien Creditors and the Junior Secured Third Lien Creditors provided for herein with respect to any event occurring on or after the date of such Priority Claim First Lien Avoidance. The Junior Secured Second Lien Creditors further and Third Lien Creditors 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 AgreementFirst Lien Avoidance, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action First Lien Avoidance otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement. (b) To the extent that the Second Lien Creditors receive payments on the Second Lien Obligations or proceeds of Collateral for application to the Second Lien Obligations which are subsequently invalidated, declared to be preferential or fraudulent transfers or conveyances, set aside and/or required to be repaid to a trustee, receiver or any other party under any Bankruptcy Law, common law, equitable cause or otherwise (and whether as a result of any demand, settlement, litigation or otherwise) (each a “Second Lien Avoidance”), then to the extent of such payment or proceeds received, such Obligations, or part thereof, intended to be satisfied by such payment or proceeds shall be revived and continue in full force and effect as if such payments or proceeds had not been received by the Second Lien Creditors, and this Agreement, if theretofore terminated, shall be reinstated in full force and effect as of the date of such Second Lien Avoidance, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the Second Lien Creditors and the Third Lien Creditors provided for herein with respect to any event occurring on or after the date of such Second Lien Avoidance. The Third Lien Creditors agree that none of them shall be entitled to benefit from any Second Lien Avoidance, whether by preference or otherwise, it being understood and agreed that the benefit of such Second Lien Avoidance otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.

Invalidated Payments. To the extent that any Secured Creditor receives the Lenders receive payments on its Priority Obligations the Senior Indebtedness or Proceeds proceeds of Priority Collateral for application to its Priority Obligations the Senior Indebtedness which are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under the Bankruptcy Code, any Bankruptcy Lawother federal, state or foreign bankruptcy, insolvency or other similar law, common law, equitable cause or otherwise (and whether as a result of any demand, settlement, litigation or otherwise) (each a “Priority Claim First Lien Avoidance”), then to the extent of such payment or Proceeds proceeds received, such Priority Secured Obligations, or part thereof, intended to be satisfied by such payment or Proceeds proceeds shall be revived and continue in full force and effect as if such payments or Proceeds proceeds had not been received by such Priority Secured Creditorsthe Lenders, and this Agreement, if theretofore terminated, shall be reinstated in full force and effect as of the date of such Priority Claim First Lien Avoidance, and such prior termination shall not diminish, release, discharge, impair or otherwise affect the Lien priorities and the relative rights and obligations of the Priority Secured Creditors Lenders and the Junior Secured Second Lien Creditors provided for herein with respect to any event occurring on or after the date of such Priority Claim First Lien Avoidance. The Junior Secured Second Lien Creditors further 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 AgreementFirst Lien Avoidance, whether by preference or otherwise, it being understood and agreed that the benefit of such avoidance action First Lien Avoidance otherwise allocable to them shall instead be allocated and turned over for application in accordance with the priorities set forth in this Agreement.