Common use of Marshalling; Payments Set Aside Clause in Contracts

Marshalling; Payments Set Aside. None of the Agent, the Collateral Agent or any Lender shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Agent or the Collateral Agent (or to the Agent for the benefit of the Lenders or the Collateral Agent for the benefit of the Protected Parties), or the Agent or the Collateral Agent enforces any security interests or exercises its 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 and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off had not occurred.

Marshalling; Payments Set Aside. None of the Administrative Agent, the Collateral Agent or any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Loan Party or any other party or against or in payment of any or all of the Obligationsobligations of the Loan Parties under the Loan Documents. To the extent that the Borrower makes Borrowers make a payment or payments to the Administrative Agent or the Collateral Agent Lenders (or to the Administrative Agent for the benefit of the Lenders or the Collateral Agent for the benefit of the Protected PartiesLenders), or the Agent or Administrative Agent, the Collateral Agent enforces or Lenders enforce any security interests or exercises its exercise their rights of set-offsetoff, and such payment or payments or the proceeds of such enforcement or set-off setoff or any part thereof 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, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off setoff had not occurred.

Marshalling; Payments Set Aside. None of the Agent, the Collateral Neither any Agent or nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Obligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Agent Administrative Agent, the Issuing Bank or the Collateral Agent any Lender (or to the Agent for the benefit Administrative Agent, on behalf of the Lenders or the Collateral Agent for the benefit of the Protected PartiesIssuing Bank), or any Agent, the Agent Issuing Bank or the Collateral Agent any Lender enforces any security interests or exercises its exercise their rights of set-offsetoff, and such payment or payments or the proceeds of such enforcement or set-off setoff or any part thereof 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 lawDebtor Relief Law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off setoff had not occurred.

Marshalling; Payments Set Aside. None of the Agent, the Collateral Neither any Agent or nor any Lender or Issuing Bank shall be under any obligation to marshal any assets in favor of the Borrower or any other party Person or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Agent Administrative Agent, any Issuing Bank or the Collateral Agent Lenders (or to the Agent for the benefit Administrative Agent, on behalf of the Lenders or the Collateral Agent for the benefit of the Protected Partiesany Issuing Bank), or the Agent any Agent, Issuing Bank or the Collateral Agent Lender enforces any security interests or exercises its rights any right of set-offsetoff, and such payment or payments or the proceeds of such enforcement or set-off setoff or any part thereof 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, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off setoff had not occurred.

Marshalling; Payments Set Aside. None of the Agent, the Collateral Neither Chase Co-Administrative Agent or nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower Company or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower Company makes a payment or payments to the Chase Co-Administrative Agent, Collateral Agent or the Collateral Agent Lenders (or to the Chase Co-Administrative Agent for the benefit of the Lenders or the Collateral Agent for the benefit of the Protected PartiesLenders), or the Chase Co-Administrative Agent, Collateral Agent or the Collateral Agent enforces Lenders enforce any security interests or exercises its exercise their rights of set-offsetoff, and such payment or payments or the proceeds of such enforcement or set-off setoff or any part thereof 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, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off setoff had not occurred.

Marshalling; Payments Set Aside. None of the AgentAgents, the Collateral Agent Arrangers or any Lender the Lenders shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Obligations. To the extent that the Borrower any Credit Party makes a payment or payments to any Agent, Arranger or Lender (or to the Administrative Agent or the Collateral Agent (Agent, on behalf of any Agent, Arranger or to the Agent for the benefit of the Lenders or the Collateral Agent for the benefit of the Protected PartiesLender), or the Agent any Agent, Arranger or the Collateral Agent Lender enforces any security interests or exercises its rights any right of set-offsetoff, and such payment or payments or the proceeds of such enforcement or set-off setoff or any part thereof 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, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off setoff had not occurred.

Marshalling; Payments Set Aside. None of the any Agent, the Collateral Agent or Issuing Bank, nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Obligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Agent Administrative Agent, Issuing Bank or the Collateral Agent Lenders (or to the Agent Administrative Agent, for the benefit of the Lenders or the Collateral Agent for the benefit of the Protected PartiesIssuing Bank), or the Agent any Agent, Issuing Bank, or the Collateral Agent Lender enforces any security interests or exercises its rights any right of set-offsetoff, and such payment or payments or the proceeds of such enforcement or set-off setoff or any part thereof 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, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off setoff had not occurred.

Marshalling; Payments Set Aside. None of the Agent, the Collateral Neither any Agent or nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Loan Party or any other party Person or against or in payment of any or all of the Obligations. To the extent that the Borrower any Loan Party makes a payment or payments to the Agent Administrative Agent, the Issuing Bank, the Swing Line Lender or the Collateral Agent Lenders (or to the Agent for the benefit Administrative Agent, on behalf of the Lenders or the Collateral Agent for the benefit of the Protected PartiesLenders), or the Agent Administrative Agent, the Collateral Agent, the Issuing Bank or the Collateral Agent enforces Lenders enforce any security interests or exercises its exercise their rights of set-offsetoff, and such payment or payments or the proceeds of such enforcement or set-off setoff or any part thereof 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 lawDebtor Relief Law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off setoff had not occurred.

Marshalling; Payments Set Aside. None of the Agent, the Collateral Neither any Agent or nor any Lender (which term shall include Issuing Bank for purposes of this Section 10.11) shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Obligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Administrative Agent, Collateral Agent or the Collateral Agent Lenders (or to the Administrative Agent for the benefit of the Lenders or the Collateral Agent for the benefit on behalf of the Protected PartiesLenders), or the any Agent or the Collateral Agent enforces Lenders enforce any security interests or exercises its exercise their rights of set-offsetoff, and such payment or payments or the proceeds of such enforcement or set-off setoff or any part thereof 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, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off setoff had not occurred.

Marshalling; Payments Set Aside. None Subject to the entry of the AgentFinal Order, none of the Collateral Agent Agents or any Lender the Lenders shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Obligations. To the extent that the Borrower any Credit Party makes a payment or payments to any Agent or Lender (or to the Administrative Agent or the Collateral Agent, on behalf of any Agent (or to the Agent for the benefit of the Lenders or the Collateral Agent for the benefit of the Protected PartiesLender), or the any Agent or the Collateral Agent Lender enforces any security interests or exercises its rights any right 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 fraudulent, preferential or preferentialat undervalue, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy lawDebtor Relief Laws, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off had not occurred.

Marshalling; Payments Set Aside. None of the AgentAgents, the Collateral Agent Arranger or any Lender the Lenders shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Obligations. To the extent that the Borrower any Credit Party makes a payment or payments to any Agent, the Arranger or any Lender (or to the Administrative Agent or the Collateral Agent (Agent, on behalf of any Agent, the Arranger or to the Agent for the benefit of the Lenders or the Collateral Agent for the benefit of the Protected Partiesany Lender), or any Agent, the Agent Arranger or the Collateral Agent any Lender enforces any security interests or exercises its rights any right of set-offsetoff, and such payment or payments or the proceeds of such enforcement or set-off setoff or any part thereof 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, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off setoff had not occurred.

Marshalling; Payments Set Aside. None of the Agent, the Collateral Agent or any Lender shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Agent or the Collateral Agent (or to the Agent for the benefit of the Lenders Lenders, or to the Collateral Agent for the benefit of the Protected Parties), or the Agent or the Collateral Agent enforces any security interests or exercises its 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 and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off had not occurred.

Marshalling; Payments Set Aside. None of the Agent, the Collateral Neither any Agent or nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Obligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Agent Administrative Agent, the Issuing Bank or the Collateral Agent Lenders (or to the Agent for the benefit Administrative Agent, on behalf of the Lenders or the Collateral Agent for the benefit of the Protected PartiesIssuing Bank), or any Agent, the Agent Issuing Bank or the Collateral Agent Lender enforces any security interests or exercises its rights any right 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 and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off had not occurred.

Marshalling; Payments Set Aside. None of the Agent, the Collateral No Agent or any Lender shall will be under any obligation to marshal any assets in favor of the Borrower any Credit Party, Oyster Credit Party or any other party Person or against or in payment of any or all of the Obligations or Oyster Obligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Administrative Agent or the Collateral Agent Lenders (or to the Agent for the benefit Administrative Agent, on behalf of the Lenders or the Collateral Agent for the benefit of the Protected PartiesLenders), or the Administrative Agent or the Collateral Agent enforces Lenders enforce any security interests or exercises its exercise their rights of set-offsetoff, and such payment or payments or the proceeds of such enforcement or set-off setoff or any part thereof 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, any other state or federal law, common law law, any equitable cause or any equitable causeintercreditor arrangement contemplated hereunder, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall will be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off setoff had not occurred.

Marshalling; Payments Set Aside. None of the Agent, Agents or the Collateral Agent or any Lender Lenders shall be under any obligation to marshal any assets in favor of the Borrower any Grantor or any other party Person or against or in payment of any or all of the Secured Obligations. To the extent that the Borrower any Grantor makes a payment or payments to any Agent or any Lender (or to the Administrative Agent or the Collateral Agent, on behalf of any Agent (or to the Agent for the benefit of the Lenders or the Collateral Agent for the benefit of the Protected Partiesany Lender), or the any Agent or the Collateral Agent any Lender enforces any security interests or exercises its rights any right 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 fraudulent, preferential or preferentialat undervalue, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy lawDebtor Relief Laws, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off had not occurred.

Marshalling; Payments Set Aside. None of Neither the Agent, the Collateral Administrative Agent or nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Obligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Agent Administrative Agent, the Issuing Bank, the Swingline Lender or the Collateral Agent Lenders (or to the Agent for the benefit Administrative Agent, on behalf of the Lenders or the Collateral Agent for the benefit of the Protected PartiesLenders), or the Agent Administrative Agent, the Issuing Bank or the Collateral Agent enforces Lenders enforce any security interests or exercises its exercise their rights of set-offsetoff, and such payment or payments or the proceeds of such enforcement or set-off setoff or any part thereof 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 lawDebtor Relief Law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off setoff had not occurred.. 124

Marshalling; Payments Set Aside. None of the AgentAgents, the Collateral Agent Arrangers or any Lender the Lenders shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Obligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Agent any Agent, any Arranger or the Collateral Agent any Lender (or to the Agent for the benefit Administrative Agent, on behalf of the Lenders any Agent, any Arranger or the Collateral Agent for the benefit of the Protected Partiesany Lender), or the Agent any Agent, any Arranger or the Collateral Agent any Lender enforces any security interests or exercises its rights any right 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 and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy lawDebtor Relief Law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off had not occurred.

Marshalling; Payments Set Aside. None of the Administrative Agent, the Collateral Agent or any Lender shall be under any obligation to marshal any assets in favor of the any Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the a Borrower makes or Borrowers make(s) a payment or payments to the Administrative Agent, Collateral Agent or the Collateral Agent Lenders (or to the Administrative Agent for the benefit of the Lenders or the Collateral Agent for the benefit of the Protected PartiesLenders), or the Administrative Agent, Collateral Agent or the Collateral Agent enforces Lenders enforce any security interests or exercises its exercise their rights of set-offsetoff, and such payment or payments or the proceeds of such enforcement or set-off setoff or any part thereof are subsequently invalidated, declared -169- 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, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off setoff had not occurred.

Marshalling; Payments Set Aside. None of the Administrative Agent, the Collateral Agent or any Lender shall be under any obligation to marshal any assets in favor of the either Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the a Borrower makes or Borrowers make(s) a payment or payments to the Administrative Agent, Collateral Agent or the Collateral Agent Lenders (or to the Administrative Agent for the benefit of the Lenders or the Collateral Agent for the benefit of the Protected PartiesLenders), or the Administrative Agent, Collateral Agent or the Collateral Agent enforces Lenders enforce any security interests or exercises its exercise their rights of set-offsetoff, and such payment or payments or the proceeds of such enforcement or set-off setoff or any part thereof 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, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off setoff had not occurred.

Marshalling; Payments Set Aside. None of the Administrative Agent, the Collateral Agent or Trustee, any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Loan Party or any other party Person or against or in payment of any or all of the Obligations. To the extent that the Borrower any Loan Party makes a payment or payments to the Agent Administrative Agent, the Collateral Trustee or the Collateral Agent Lenders (or to the Agent for the benefit Administrative Agent, on behalf of the Lenders or the Collateral Agent for the benefit of the Protected PartiesLenders), or the Agent or Administrative Agent, the Collateral Agent enforces Trustee or Lenders enforce any security interests or exercises its exercise their rights of set-offsetoff, and such payment or payments or the proceeds of such enforcement or set-off setoff or any part thereof 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, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off setoff had not occurred.

Marshalling; Payments Set Aside. None Subject to the entry of the AgentDIP Order, none of the Collateral Agent Agents or any Lender the Lenders shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Obligations. To the extent that the Borrower any Credit Party makes a payment or payments to any Agent or Lender (or to the Administrative Agent or the Collateral Agent, on behalf of any Agent (or to the Agent for the benefit of the Lenders or the Collateral Agent for the benefit of the Protected PartiesLender), or the any Agent or the Collateral Agent Lender enforces any security interests or exercises its rights any right 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 fraudulent, preferential or preferentialat undervalue, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy lawDebtor Relief Laws, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off had not occurred.

Marshalling; Payments Set Aside. None of the No Agent, the Collateral Agent Lender or any Lender Issuing Bank shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Obligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Agent Administrative Agent, the Lenders or the Collateral Agent Issuing Banks (or to the Agent for the benefit Administrative Agent, on behalf of the Lenders or the Collateral Agent for the benefit of the Protected PartiesIssuing Banks), or the Agent any Agent, Lender or the Collateral Agent Issuing Bank enforces any security interests or exercises its rights any right 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 and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off had not occurred.

Marshalling; Payments Set Aside. None of the Agent, the Collateral Neither any Facility Agent or nor any Lender nor any other Secured Party shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Obligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Agent any Facility Agent, any Lender or the Collateral Agent any Issuing Bank (or to the Agent for the benefit Administrative Agent, on behalf of the Lenders or the Collateral Agent for the benefit of the Protected Partiesany such Person), or the Agent any Facility Agent, Lender or the Collateral Agent Issuing Bank enforces any security interests or exercises its exercise their rights of set-offsetoff, and such payment or payments or the proceeds of such enforcement or set-off setoff or any part thereof 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, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off setoff had not occurred.

Marshalling; Payments Set Aside. None of Neither any the Agent, the Collateral Administrative Agent or nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Obligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Administrative Agent or the Collateral Agent Lenders (or to the Agent for the benefit Administrative Agent, on behalf of the Lenders or the Collateral Agent for the benefit of the Protected PartiesLenders), or the Administrative Agent or the Collateral Agent enforces Lenders enforce any security interests or exercises its exercise their rights of set-offsetoff, and such payment or payments or the proceeds of such enforcement or set-off setoff or any part thereof 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, any other state or federal law, common law or any equitable causecause (whether by demand, settlement, litigation or otherwise), then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off setoff had not occurred.

Marshalling; Payments Set Aside. None of the Neither any Agent, the Collateral Borrowing Base Agent or nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Obligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Agent Administrative Agent, Issuing Bank, or the Collateral Agent Lenders (or to the Agent for the benefit Administrative Agent, on behalf of the Lenders or the Collateral Agent for the benefit of the Protected PartiesIssuing Bank,), or the Agent Administrative Agent, Collateral Agent, Issuing Bank, or the Collateral Agent enforces Lenders enforce any security interests or exercises its exercise their rights of set-offsetoff, and such payment or payments or the proceeds of such enforcement or set-off setoff or any part thereof 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, any other state or federal Federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off setoff had not occurred.

Marshalling; Payments Set Aside. None of the Agent, the Collateral Neither any Agent or nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Obligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Agent Administrative Agent, any Issuing Bank or the Collateral Agent any Lender (or to the Agent for the benefit Administrative Agent, on behalf of the Lenders or the Collateral Agent for the benefit of the Protected Partiesany Issuing Bank), or the Agent any Agent, any Issuing Bank or the Collateral Agent any Lender enforces any security interests or exercises its exercise their rights of set-offsetoff, and such payment or payments or the proceeds of such enforcement or set-off setoff or any part thereof 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 lawDebtor Relief Law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off setoff had not occurred.

Marshalling; Payments Set Aside. None of the AgentAgents, the Collateral Agent Arrangers or any Lender the Lenders shall be under any obligation to marshal any assets in favor of the Borrower Company or any other party Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that the Borrower Company or any other Credit Party makes a payment or payments to any Agent, Arranger or Lender (or to the Administrative Agent or the Collateral Agent, on behalf of any Agent (or to the Agent for the benefit of the Lenders or the Collateral Agent for the benefit of the Protected PartiesLender), or the Agent any Agent, Arranger or the Collateral Agent Lender enforces any security interests or exercises its rights any right of set-offsetoff, and such payment or payments or the proceeds of such enforcement or set-off setoff or any part thereof 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, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off setoff had not occurred.

Marshalling; Payments Set Aside. None of Neither the Agent, the Collateral Administrative Agent or nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Obligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Agent Administrative Agent, the Issuing Banks, the Swingline Lender or the Collateral Agent Lenders (or to the Agent for the benefit Administrative Agent, on behalf of the Lenders or the Collateral Agent for the benefit of the Protected PartiesLenders), or the Agent Administrative Agent, the Issuing Bank or the Collateral Agent enforces Lenders enforce any security interests or exercises its exercise their rights of set-offsetoff, and such payment or payments or the proceeds of such enforcement or set-off setoff or any part thereof 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 lawDebtor Relief Law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off setoff had not occurred.

Marshalling; Payments Set Aside. None of Neither the Agent, the Collateral Administrative ------------------------------- Agent or nor any Lender Party shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the ObligationsObligations under the Loan Documents. To the extent that the Borrower makes a payment or payments to the Administrative Agent or the Collateral Agent Lender Parties (or to the Administrative Agent for the benefit of the Lenders or the Collateral Agent for the benefit of the Protected Lender Parties), or the Administrative Agent or the Collateral Agent any Lender Party enforces any security interests or exercises exercise its rights of set-offsetoff, and such payment or payments or the proceeds of such enforcement or set-off setoff or any part thereof 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, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or set-off setoff had not occurred.