Common use of Marshalling; Payments Set Aside Clause in Contracts

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Banks shall be under any obligation to xxxxxxxx any assets in favor of the Company or any other Person or against or in payment of any or all of the Obligations. To the extent that the Company makes a payment or payments to the Administrative Agent or the Banks, or the Administrative Agent or the Banks exercise their rights of set-off, and such payment or payments or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent with the consent of the Majority Banks) to be repaid to a trustee, receiver or any other party in connection with any Insolvency Proceeding, or otherwise, then (a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (b) each Bank severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Banks any other Guaranteed Party shall be under any obligation to xxxxxxxx marshal any assets in favor of the Company Guarantor or any other Person or against or in payment of any or all of the Guaranteed Obligations. To the extent that the Company makes a any payment by or payments on behalf of any Loan Party is made to the Administrative Agent or the Banksany Guaranteed Party, or the Administrative Agent or the Banks exercise their rights any Guaranteed Party exercises its right of set-offsetoff, and such payment or payments or the proceeds of such set-off setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent with the consent of the Majority Banksor any other Guaranteed Party in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any Insolvency Proceeding, Proceeding or otherwise, then (a) to the extent of such recovery recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off setoff had not occurred, and (b) each Bank severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Banks Lenders shall be under any obligation to xxxxxxxx marshal any assets in favor of the Company or any other Person or against or in payment of any or all of the Obligations. To the extent that the Company makes a payment or payments to the Administrative Agent or the BanksLenders (through the Agent), or the Administrative Agent on behalf of the Lenders enforces their Liens or the Banks exercise their rights of set-off, and such payment or payments or the proceeds of such enforcement or set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent with the consent of the Majority Banksin its discretion) to be repaid to a trustee, receiver or any other party in connection with any Insolvency Proceedinginsolvency proceeding, or otherwise, then (a1) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (b2) each Bank Lender severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Banks shall be under any obligation to xxxxxxxx marshal any assets in favor of the Company or any other Person or against or in payment of any or all of the Obligations. To the extent that the Company makes a payment or payments to the Administrative Agent or the Banks, or the Administrative Agent or the Banks exercise their rights of set-off, and such payment or payments or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent with the consent of the Majority Banks) to be repaid to a trustee, receiver or any other party in connection with any Insolvency Proceeding, or otherwise, then (a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (b) each Bank severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Banks shall be under any obligation to xxxxxxxx any assets in favor of the Company Borrower or any other Person or against or in payment of any or all of the Obligations. To the extent that the Company Borrower makes a payment or payments to the Administrative Agent or the Banks, or the Administrative Agent or the Banks exercise their rights of set-off, and such payment or payments or the proceeds of such enforcement or set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent with the consent of the Majority Banksin its discretion) to be repaid to a trustee, receiver or any other party in connection with any Insolvency Proceeding, or otherwise, then (a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (b) each Bank severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Banks shall be under any obligation to xxxxxxxx marshall any assets in favor of the Company or any other Person or against or agxxxxx xx in payment of any or all of the Obligations. To the extent that the Company makes a payment or payments to the Administrative Agent or the Banks, or the Administrative Agent or the Banks exercise their rights of set-off, and such payment or payments or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent with the consent of the Majority Banks) to be repaid to a trustee, receiver or any other party in connection with any Insolvency Proceeding, or otherwise, then (a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (b) each Bank severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Banks Lenders shall be under any obligation to xxxxxxxx any assets in favor of the Parent, the Company or any other Person or against or in payment of any or all of the Obligations. To the extent that the Company makes a payment or payments to the Administrative Agent or the BanksLenders, or the Administrative Agent or the Banks Lenders enforce their Liens or exercise their rights of set-off, and such payment or payments or the proceeds of such enforcement or set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent with the consent of the Majority Banksin its discretion) to be repaid to a trustee, receiver or any other party in connection with any Insolvency Proceedinginsolvency proceeding, or otherwise, then (a1) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (b2) each Bank Lender severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Banks Beneficiary and Trustee -------------------------------- shall not be under any obligation to xxxxxxxx any assets in favor of the Company Trustor or any other Person party or against or in payment of any or all of the ObligationsMortgaged Obligations hereby secured. To the extent that the Company Trustor makes a payment or payments to the Administrative Agent Beneficiary or the BanksTrustee, or the Administrative Agent Beneficiary or the Banks exercise their Trustee enforces its lien or exercises any rights of set-offor setoff, and such payment or payments or the proceeds of such set-off enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or and/or required (including pursuant to any settlement entered into by the Administrative Agent with the consent of the Majority Banks) to be repaid to a trustee, receiver or any other party in connection with under any Insolvency Proceedingbankruptcy law, state or otherwiseFederal law, common law or equitable cause, then (a) to the extent of such recovery recovery, the obligation or part thereof originally intended to be satisfied satisfied, and all such liens and rights and remedies therefor, shall be revived and continued continue in full force and effect as if such payment had not been made or such enforcement or set-off had setoff has not occurred, and (b) each Bank severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor ------------------------------- the Banks Lenders shall be under any obligation to xxxxxxxx marshal any assets in favor of the Parent, the Company or any other Person or against or in payment of any or all of the Obligations. To the extent that the Company or any other Loan Party makes a payment or payments to the Administrative Agent or the BanksLenders, or the Administrative Agent or the Banks Lenders exercise their rights right of set-off, and such payment or payments or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent with the consent of the Majority Banksor such Lender in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any Insolvency Proceeding, Proceeding or otherwise, then (a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (b) each Bank Lender severally agrees to pay to the Administrative Agent upon demand its ratable share Pro Rata Share of the total any amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Banks shall be under any obligation to xxxxxxxx marshal any assets in favor of the Company or any other Person or against or in payment of any or all of the Obligations. To the extent that the Company makes a payment or payments to the Administrative Agent or the Banks, or the Administrative Agent or the Banks enforce their Liens or exercise their rights of set-off, and such payment or payments or the proceeds of such enforcement or set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent with the consent of the Majority Banksin its discretion) to be repaid to a trustee, receiver or any other party in connection with any Insolvency Proceeding, or otherwise, then (a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (b) each Bank severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.

Marshalling; Payments Set Aside. Neither None of the Administrative Agent nor Agent, the Banks or the Issuers shall be under any obligation to xxxxxxxx any assets in favor of the Company or any other Person or against or in payment of any or all of the Obligations. To the extent that the Company makes a payment or payments to the Administrative Agent Agent, the Banks or the BanksIssuers, or the Administrative Agent Agent, the Banks or the Banks Issuers exercise their rights right of set-off, and such payment or payments or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent with the consent of the Majority BanksAgent, such Bank or such Issuer in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any Insolvency Proceeding, Proceeding or otherwise, then (a1) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (b1) each Bank severally agrees to pay to the Administrative Agent upon demand its ratable pro rata share of the total any amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Banks Lenders shall be under any obligation to xxxxxxxx any assets asset in favor of the Company Borrower or any other Person or against or in payment of any or all of the Obligations. To the extent that the Company Borrower makes a payment or payments to the Administrative Agent or the BanksLenders, or the Administrative Agent or the Banks Lenders exercise their rights right of set-off, and such payment or payments or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent with the consent of the Majority Banksor such Lender in its discretion) to be repaid to a trustee, receiver or any other party in connection with any Insolvency Proceeding, Proceeding or otherwise, then (a) to the extent of such recovery recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (b) each Bank Lender severally agrees to pay to the Administrative Agent upon demand its ratable pro rata share of the total any amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Banks ------------------------------- shall be under any obligation to xxxxxxxx any assets in favor of the Company or any other Person or against or in payment of any or all of the Obligations. To the extent that the Company makes a payment or payments to the Administrative Agent or the Banks, or the Administrative Agent or the Banks (through the Agent), or the Agent on behalf of the Banks enforces their Liens or exercise their rights of set-off, and such payment or payments or the proceeds of such enforcement or set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent with the consent of the Majority Banksin its discretion) to be repaid to a trustee, receiver or any other party in connection with any Insolvency Proceedinginsolvency proceeding, or otherwise, then (a1) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (b2) each Bank severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Banks shall be under any obligation to xxxxxxxx marshal any assets in favor of the Company or any other Person or against or in payment of any or all of the Obligations. To the extent that the Company makes a payment or payments to the Administrative Agent or the Banks, or the Administrative Agent or the Banks exercise their rights of set-off, and such payment or payments or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent with the consent of the Majority Banks) to be repaid to a trustee, receiver or any other party in connection with any Insolvency Proceeding, or otherwise, then (a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (b) each Bank severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Banks Lenders shall be under any obligation to xxxxxxxx any marsxxxx xxx assets in favor of the Company or any other Person or against or in payment of any or all of the Obligations. To the extent that the Company makes a payment or payments to the Administrative Agent or the BanksLenders (through the Agent), or the Administrative Agent on behalf of the Lenders enforces their Liens or the Banks exercise exercises their rights of set-off, and such payment or payments or the proceeds of such enforcement or set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent with the consent of the Majority Banksin its discretion) to be repaid to a trustee, receiver or any other party in connection with any Insolvency Proceedinginsolvency proceeding, or otherwise, then (a1) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (b2) each Bank Lender severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Banks Lenders shall be under any obligation to xxxxxxxx marshal any assets in favor of the Company Borrower or any other Person or against or in payment of any or all of the Obligations. To the extent that the Company Borrower makes a payment or payments to the Administrative Agent or the BanksLenders, or the Administrative Agent or the Banks Lenders exercise their rights right of set-off, and such payment or payments or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent with the consent of the Majority Banksor such Lender in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any Insolvency Proceeding, Proceeding or otherwise, then (a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, occurred and (b) each Bank Lender severally agrees to pay to the Administrative Agent upon demand its ratable share Pro Rata Share of the total any amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Banks shall be under any obligation to xxxxxxxx marshal any assets in favor of the Company or any other Person or against or in payment of any or all of the Obligations. To the extent that the Company makes a payment or payments to the Administrative Agent or the Banks, or the Administrative Agent or the Banks exercise their rights of set-off, and such payment or payments or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent with the consent of the Majority Banks) to be repaid to a trustee, receiver or any other party in connection with any Insolvency Proceeding, or otherwise, then (a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (ba) each Bank severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Banks any Lender shall be under any obligation to xxxxxxxx any assets in favor of the Company Borrower or any other Person or against or in payment of any or all of the Obligations. To the extent that the Company Borrower makes a payment or payments to the Administrative Agent or the Banksany Lender, or the Administrative Agent or the Banks any Lender enforces its Liens or exercise their its rights of set-offsetoff, and such payment or payments or the proceeds of such set-off enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent with the consent of the Majority Banksin its discretion) to be repaid to a trustee, receiver or any other party in connection with any Insolvency Proceeding, or otherwise, then then: (a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off setoff had not occurred, and ; and (b) each Bank Lender severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent ------------------------------- nor the Banks shall be under any obligation to xxxxxxxx marshal any assets in favor of the Company Guarantor or any other Person or against or in payment of any or all of the Guaranteed Obligations. To the extent that the Company Guarantor makes a payment or payments to the Administrative Agent or the Banks, or the Administrative Agent or the Banks exercise their rights right of set-off, and such payment or payments or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent with the consent of the Majority Banksor such Bank in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any Insolvency Proceeding, proceeding under any Debtor Relief Laws or otherwise, then (a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (b) each Bank severally agrees to pay to the Administrative Agent upon demand its ratable pro rata share of the total any amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent Agent, the Collateral Agent, nor the Banks shall be under any obligation to xxxxxxxx any assets in favor of the Company or any other Person or against or in payment of any or all of the Obligations. To the extent that the Company makes a payment or payments to the Administrative Agent or the Banks, or the Administrative Agent or the Banks exercise their rights right of set-off, and such payment or payments or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent with the consent of the Majority Banksor such Bank in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any Insolvency Proceeding, Proceeding or otherwise, then (a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (b) each Bank severally agrees to pay to the Administrative Agent upon demand its ratable pro rata share of the total any amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Banks shall be under any obligation to xxxxxxxx marshal any assets in favor of the Company or any other Person or against or in payment of any or all of the Obligations. To the extent that the Company makes a payment or payments to the Administrative Agent or the Banks, or the Administrative Agent or the Banks exercise their rights of set-off, and such payment or payments or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent with the consent of the Majority BanksBxxxx) to be repaid to a trustee, receiver or any other party in connection with any Insolvency Proceeding, or otherwise, then (a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (b) each Bank severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative ------------------------------- Agent nor the Banks Lenders shall be under any obligation to xxxxxxxx marshal any assets in favor of the Company or any other Person or against or in payment of any or all of the Obligations. To the extent that the Company makes a payment or payments to the Administrative Agent or the BanksLenders (through the Agent), or the Administrative Agent on behalf of the Lenders enforces their Liens or the Banks exercise their rights of set-off, and such payment or payments or the proceeds of such enforcement or set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent with the consent of the Majority Banksin its discretion) to be repaid to a trustee, receiver or any other party in connection with any Insolvency Proceedinginsolvency proceeding, or otherwise, then (a1) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (b2) each Bank Lender severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent.