Common use of Marshalling; Payments Set Aside Clause in Contracts

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to any Agent, the Issuing Bank, the Swingline Lender or the Lenders (or to any Agent, on behalf of Lenders), or any Agent, the Issuing Bank or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Loan Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Loan Party makes a payment or payments to any the Administrative Agent, the Issuing Bank, the Swingline Lender Revolving Administrative Agent or the Lenders (or to any the Administrative Agent or Revolving Administrative Agent, on behalf of Lenders), or any Agent, the Issuing Bank Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to any the Agent, the Issuing Bank, the Swingline Lender or the Lenders (or to any the Agent, on behalf of Lenders), or any the Agent, the Agent, the Issuing Bank or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor favour of any Credit Party the Borrower or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party the Borrower makes a payment or payments to any Agent, the Issuing Bank, the Swingline Lender Administrative Agent or the Lenders (or to any the Administrative Agent, on behalf of the Lenders), or any the Administrative Agent, the Issuing Bank Collateral Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy law, any other state state, provincial 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower, any Credit other Loan Party or any other Person party or against or in payment of any or all of the Obligations. To the extent that the Borrower or any Credit other Loan Party makes a payment or payments to any Agent, the Issuing Bank, the Swingline Lender Administrative Agent or the Lenders (or to any Agent, on behalf the Administrative Agent for the benefit of the Lenders), or any Agent, the Issuing Bank Administrative Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy law, any other state state, provincial 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to any Administrative Agent, the Issuing Bank, the Swingline Lender Collateral Agent or the Lenders (or to any Administrative Agent or the Collateral Agent, on behalf of Lenders), or any Administrative Agent, the Issuing Bank Collateral Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent Agent, Issuing Bank nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to any Administrative Agent, the Issuing Bank, the Swingline Lender Bank or the Lenders (or to any AgentAdministrative Agent or Issuing Bank, on behalf of Lenders), or any Agent, the Issuing Bank or the any Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Loan Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Loan Party makes a payment or payments to any the Administrative Agent, the any Issuing Bank, the Swingline Lender Bank or the Lenders (or to any the Administrative Agent, on behalf of LendersLenders or any Issuing Bank), or any Agent, the Issuing Bank or the Lenders enforce Lender enforces any security interests or exercise their rights exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to any Administrative Agent, the any Issuing Bank, the Swingline Lender Bank or the Lenders (or to any Administrative Agent, on behalf of LendersLenders or any Issuing Bank), or any Agent, the Issuing Bank or the Lenders enforce Lender enforces any security interests or exercise their rights exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender None of the Agents or the Lenders shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to any Agent, the Issuing Bank, the Swingline Agent or Lender or the Lenders (or to any the Administrative Agent or the Collateral Agent, on behalf of Lendersany Agent or Lender), or any Agent, the Issuing Bank Agent or the Lenders enforce Lender enforces any security interests or exercise their rights exercises any right of setoffset-off, and such payment or payments or the proceeds of such enforcement or setoff 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 Debtor Relief LawLaws, 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 setoff set-off had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrowers, any Credit other Loan Party or any other Person party or against or in payment of any or all of the Obligations. To the extent that any Credit Borrower or any other Loan Party makes a payment or payments to any Agent, the Issuing Bank, the Swingline Lender Administrative Agent or the Lenders (or to any Agent, on behalf the Administrative Agent or Collateral Agent for the benefit of the Lenders), or any Agent, the Issuing Bank Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy law, any other state state, provincial 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party Holdings or the Borrowers or any other Person party or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes Holdings or the Borrowers make a payment or payments to any Agent, the Issuing Bank, the Swingline Lender Administrative Agent or the Lenders (or to any Agent, on behalf the Administrative Agent or Collateral Agent for the benefit of the Lenders), or any Agent, the Issuing Bank Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party Obligor or any other Person or against or in payment of any or all of the First Priority Term Loan Obligations. To the extent that any Credit Party Obligor makes a payment or payments to any Agent, the Issuing Bank, the Swingline Lender Administrative Agent or the Lenders (or to any the Administrative Agent, on behalf of the Lenders), or any Agent, the Issuing Bank Administrative Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Loan Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party Loan Party, S/B Parent, Global Parent, or Liberty Top Parent makes a payment or payments to any Agent, the Issuing Bank, the Swingline Lender Administrative Agent or the Lenders (or to any Administrative Agent, on behalf of Lenders), or any Administrative Agent, the Issuing Bank Collateral Agent, or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside aside, and/or required to be repaid to a trustee, receiver receiver, or any other party under any Debtor Relief Lawbankruptcy law, any other state or federal law, common law 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 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to any Administrative Agent, the Issuing Bank, the Swingline Lender or the Lenders (or to any Administrative Agent, on behalf of LendersLenders or Issuing Bank), or any Administrative Agent, the Collateral Agent, Issuing Bank or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any the Administrative Agent nor any Lender Party shall be under any obligation to marshal any assets in favor of any Credit Party the Borrower or any other Person party or against or in payment of any or all of the ObligationsObligations under the Loan Documents. To the extent that any Credit Party the Borrower makes a payment or payments to any Agent, the Issuing Bank, the Swingline Lender Administrative Agent or the Lenders Lender Parties (or to any Agent, on behalf the Administrative Agent for the benefit of Lendersthe Lender Parties), or the Administrative Agent or any Agent, the Issuing Bank or the Lenders enforce Lender Party enforces any security interests or exercise their its rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender None of the Agents or the Lenders shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to any Agent, the Issuing Bank, the Swingline Agent or any Lender or the Lenders (or to any the Administrative Agent or the Collateral Agent, on behalf of Lendersany Agent or any Lender), or any Agent, the Issuing Bank Agent or the Lenders enforce any Lender enforces any security interests or exercise their rights exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy 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 setoff had not occurred.. 151

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to any Agent, the Issuing Bank, the Swingline Lender or the Lenders (or to any Agent, on behalf of Lenders), or any Agent, the Issuing Bank or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor 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 setoff had not occurred.. Section 11.10

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to any Administrative Agent, the Issuing Bank, the Swingline Lender Collateral Agent or the Lenders (or to any Administrative Agent or the Collateral Agent, on behalf of Lenders), or any Administrative Agent, the Issuing Bank Collateral Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Law, any other state state, provincial, territorial 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to any Administrative Agent, the Issuing Bank, the Swingline Lender Bank or the Lenders (or to any Administrative Agent, on behalf of LendersLenders or Issuing Bank), or any Agent, the Issuing Bank or the Lenders enforce Lender enforces any security interests or exercise their rights exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy law, any other state or federal law, 158 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party the Borrower or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party or Guarantor makes a payment or payments to the Administrative Agent or any Agent, the Issuing Bank, the Swingline Lender or the Lenders (or to any the Administrative Agent, on behalf of Lendersa Lender), or any the Administrative Agent, the Issuing Bank Collateral Agent or the Lenders any Lender enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender Secured Party shall be under any obligation to marshal any assets in favor of the Pledgor or any Credit Loan Party or any other Person or against or in payment of any or all of the Obligations. To the extent that the Pledgor or any Credit Loan Party makes a payment or payments to any Agent, the Issuing Bank, the Swingline Lender Administrative Agent or the Lenders Secured Parties (or to any Administrative Agent, on behalf of Lendersthe Secured Parties), or any Agent, the Issuing Bank Agent or the Lenders enforce Secured Party enforces any security interests or exercise their its rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent or Service Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Loan Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Loan Party makes a payment or payments to any Service Agent, the Issuing Bank, the Swingline Lender L/C Issuer or the Lenders (or to any Service Agent, on behalf of Lenders)Lenders or L/C Issuer, or any Service Agent, the Issuing Bank Agent, L/C Issuer or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to any Administrative Agent, the Issuing Bank, the Swingline Lender any L/C Issuer or the Lenders (or to any Administrative Agent, on behalf of LendersLenders or any L/C Issuer), or any Agent, the Issuing Bank L/C Issuer or the Lenders enforce Lender enforces any security interests or exercise their rights exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy 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 173 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to any the Administrative Agent, the Issuing Bank, the Swingline Lender Issuers or the Lenders (or to any the Administrative Agent, on behalf of the Issuers or the Lenders), or any the Administrative Agent, the Issuing Bank Issuers or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy law, any other provincial, 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent, Borrowing Base Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to any Administrative Agent, the Issuing Bank, the Swingline Lender Bank or the Lenders (or to any Administrative Agent, on behalf of Lenders), Lenders or any Agent, the Issuing Bank or the Administrative Agent, Collateral Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party the BorrowerBorrowers or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party or Guarantor makes a payment or payments to the Administrative Agent or any Agent, the Issuing Bank, the Swingline Lender or the Lenders (or to any the Administrative Agent, on behalf of Lendersa Lender), or any the Administrative Agent, the Issuing Bank Collateral Agent or the Lenders any Lender enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to any Administrative Agent, the Issuing Bank, the Swingline Lender Banks or the Lenders (or to any Administrative Agent, on behalf of LendersLenders or Issuing Banks), or any Agent, the Issuing Bank or the Lenders enforce Lender enforces any security interests or exercise their rights exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party the Borrower or any other Person or against or in payment of any or all of the ObligationsObligations or any other amount due hereunder. To the extent that any Credit Party the Borrower makes a payment or payments to any Agent, the Issuing Bank, the Swingline Administrative Agent or a Lender or the Lenders (or to any the Administrative Agent, on behalf of Lenderssuch Lender), or any the Administrative Agent, the Issuing Bank Collateral Agent or the Lenders a Lender enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party Company or any other Person or against or in payment of any EAST\148781874.9 or all of the ObligationsObligations or any other amount due hereunder. To the extent that any Credit Party Company makes a payment or payments to any Agent, the Issuing Bank, the Swingline Lender Administrative Agent or the Lenders (or to any Administrative Agent, on behalf of Lenders), or any Administrative Agent, the Issuing Bank Collateral Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to any Administrative Agent, the Issuing Bank, the Swingline Lender any L/C Issuer or the Lenders (or to any Administrative Agent, on behalf of LendersLenders or any L/C Issuer), or any Agent, the Issuing Bank L/C Issuer or the Lenders enforce Lender enforces any security interests or exercise their rights exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrowers, any Credit other Loan Party or any other Person party or against or in payment of any or all of the Obligations. To the extent that any Credit Borrower or any other Loan Party makes a payment or payments to any Agent, the Issuing Bank, the Swingline Lender Administrative Agent or the Lenders (or to any Agent, on behalf the Administrative Agent for the benefit of the Lenders), or any Agent, the Issuing Bank Administrative Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy law, any other state state, provincial 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party the Borrower or any other Person or against or in payment of any or all of the Obligations. To the extent that the Company or any Credit Party makes a payment or payments to the Administrative Agent or any Agent, the Issuing Bank, the Swingline Lender or the Lenders (or to any the Administrative Agent, on behalf of Lendersany Lender), or any the Administrative Agent, the Issuing Bank Collateral Agent or the Lenders any Lender enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor favour of any Credit Party the Borrower or any other Person or against or in payment of any or all of the ObligationsObligations or any other amount due hereunder. To the extent that any Credit Party the Borrower makes a payment or payments to any Agent, the Issuing Bank, the Swingline Lender Facility Agent or the Lenders (or to any the Facility Agent, on behalf of Lenders), or any the Facility Agent, the Issuing Bank Collateral Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy law, any other state or federal law, 115 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to any Administrative Agent, the any Issuing Bank, the Swingline Bank or any Lender or the Lenders (or to any Administrative Agent, on behalf of Lendersany Lender or any Issuing Bank), or any Agent, the Issuing Bank or the Lenders enforce Lender enforces any security interests or exercise their rights exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy law, any other state 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party Obligor or any other Person or against or in payment of any or all of the Second Priority Term Loan Obligations. To the extent that any Credit Party Obligor makes a payment or payments to any Agent, the Issuing Bank, the Swingline Lender Administrative Agent or the Lenders (or to any the Administrative Agent, on behalf of the Lenders), or any Agent, the Issuing Bank Administrative Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to any Administrative Agent, the Issuing Bank, the Swingline Lender Bank or the Lenders (or to any Administrative Agent, on behalf of LendersLenders or Issuing Bank), or any 151 Agent, the Issuing Bank or the Lenders enforce Lender enforces any security interests or exercise their rights exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy 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 setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Loan Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Loan Party makes a payment or payments to any Agent, the Issuing Bank, the Swingline Lender Administrative Agent or the Lenders (or to any the Administrative Agent, on behalf of Lenders), or any the Administrative Agent, the Issuing Bank Collateral Agent or the Lenders enforce any security interests or exercise their rights of setoffsetoff in accordance with the Loan Documents, and such payment or payments or the proceeds of such enforcement or 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 Debtor Relief Lawbankruptcy 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 setoff had not occurred.