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 None of the Administrative Agent, any other Lender or any other Co-Agent nor the Lenders shall be under any obligation to marshal any assets in favor of the Borrower or any other Person 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 Administrative Agent, any Agent or the Lenders, any other Lender or the Agent or the Lenders exercise their right any such Person exercises its rights of set-offsetoff, and such payment or payments or the proceeds of such set-off enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the 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 recovery, the obligation or part thereof originally intended to be satisfied satisfied, and all Liens, right and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such set-off enforcement or setoff 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 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 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 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 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 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 The Lender shall not be under any obligation to marshal any assets in favor of the Borrower any Guarantor or any other Person or against or in payment of any or all of the Guaranteed Obligations. To the extent that any payment by or on behalf of the Borrower makes a payment Company is made to the Agent or the LendersLender, or the Agent or the Lenders exercise their Lender exercises its right of set-offsetoff, and such payment or the proceeds of such set-off setoff or any part thereof are is 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 (ai) to the extent of such recovery recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such set-off setoff 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 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 the Administrative Agent nor the Lenders any Lender shall be under any obligation to marshal any assets in favor of the Borrower or Parent Guarantor, any other Person party or against or in payment of any or all of the Secured Obligations. To the extent that the Borrower or Parent Guarantor makes a payment or payments to the Agent or the Lenders, or the Administrative Agent or the Lenders exercise their right or any such Person receives payment from the proceeds of set-offthe Collateral or exercises its rights of setoff, and such payment or payments or the proceeds of such set-off enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or 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 recovery, the obligation or part thereof originally intended to be satisfied satisfied, and all Liens, right and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such set-off enforcement or setoff 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.. 100

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 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 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 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 Agents nor the Lenders Banks shall be under any obligation to marshal marshall any assets in favor of the Borrower Company or any other Person or against Persox xx xxxinst or in payment of any or all of the Obligations. To the extent that the Borrower Company makes a payment to the Administrative Agent or the LendersBanks, or the Agent Agents 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 Banks 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 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 maxxxxxx 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 or payments to the Agent or the LendersBanks, or the Agent or the Lenders Banks exercise their right rights of set-off, and such payment or payments or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Agent or such Lender Bank in its sole discretion) to be repaid to a trustee, receiver or any other party, party in connection with any Insolvency Proceeding Proceeding, or otherwise, then (a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (b) each 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 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.

Marshalling; Payments Set Aside. Neither the Agent nor the Lenders No Obligee shall be under any obligation to marshal xxxxxxxx any assets in favor of the Borrower Obligors or any other Person or against or in payment of any or all of the Obligations. To the extent that the Borrower makes Obligors make a payment to the Agent or the Lendersany Obligee, or the Agent or the Lenders any Obligee exercise their 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 Obligee 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.. 11.07

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Lenders any Lender shall be under any obligation to marshal any assets in favor of the Borrower or Parent Guarantor or any other Person party or against or in payment of any or all of the Secured Obligations. To the extent that the Borrower or Parent Guarantor makes a payment or payments to the Agent or the Lenders, or the Administrative Agent or the Lenders exercise their right or any such Person receives payment from the proceeds of set-offthe Collateral or exercises its rights of setoff, and such payment or payments or the proceeds of such set-off enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or 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 recovery, the obligation or part thereof originally intended to be satisfied satisfied, and all Liens, right and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such set-off enforcement or setoff 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 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 Banks shall be under any obligation to marshal any marsxxxx xxx assets in favor of the Borrower a 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 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.. 11.07

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 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 Banks 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 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 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 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 any Borrower 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 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 Company or any other Person or against or in payment of any or all of the ObligationsLiabilities. To the extent that the Borrower Company makes a payment to the Agent or the Lendersa Bank, or the Agent or the Lenders exercise their a Bank 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 Bank 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 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 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.