Common use of Marshalling; Payments Set Aside Clause in Contracts

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

Marshalling; Payments Set Aside. Neither None of the Administrative Agent, the Documentation Agent nor the Lenders or any Bank shall be under any obligation to marshal any marsxxxx xxx assets in favor of the Borrower 75 127 Company or any other Person or against or in payment of any or all of the Obligations. To the extent that the Borrower Company makes a payment to the an Agent or the LendersBanks, or the an Agent or the Lenders Banks exercise their right of set-off, and such payment or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the such Agent or such Lender Bank in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any Insolvency Proceeding or otherwise, then (a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (b) each Lender Bank severally agrees to pay to the Administrative Agent upon demand its applicable Percentage pro rata share of any amount so recovered from or repaid by the Administrative Agent.

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

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

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

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

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

Marshalling; Payments Set Aside. Neither None of the Administrative Agent, the Documentation Agent nor the Lenders or any Bank shall be under any obligation to marshal any marsxxxx xxx assets in favor of the Borrower 75 131 Company or any other Person or against or in payment of any or all of the Obligations. To the extent that the Borrower Company makes a payment to the an Agent or the LendersBanks, or the an Agent or the Lenders Banks exercise their right of set-off, and such payment or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the such Agent or such Lender Bank in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any Insolvency Proceeding or otherwise, then (a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (b) each Lender Bank severally agrees to pay to the Administrative Agent upon demand its applicable Percentage pro rata share of any amount so recovered from or repaid by the Administrative Agent.

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

Marshalling; Payments Set Aside. Neither the Agent nor the Lenders shall be under any obligation to marshal any assets in favor of the any Borrower or any other 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 to the Agent or the Lenders, or the Agent or the Lenders exercise their right of set-off, and such payment or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any Insolvency Proceeding or otherwise, then (a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (b) each Lender severally agrees to pay to the Agent upon demand its applicable Percentage Proportionate Share of any amount so recovered from or repaid by the Agent.

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

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

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

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

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

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

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

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

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

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

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

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

Marshalling; Payments Set Aside. Neither the Agent nor the Lenders shall be under any obligation to marshal any marsxxxx xxx assets in favor of the Borrower Company or any other Person or against or in payment of any or all of the Obligations. To the extent that the Borrower Company makes a payment to the Agent or the Lenders, or the Agent or the Lenders exercise their right of set-off, and such payment or the proceeds of such set-set- off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any Insolvency Proceeding or otherwise, then (a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off had not occurred, and (b) each 107 116 Lender severally agrees to pay to the Agent upon demand its applicable Percentage pro rata share of any amount so recovered from or repaid by the Agent.

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

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

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