Common use of Marshaling; Payments Set Aside Clause in Contracts

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any such Person receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative AgentFacility Agents, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower any Loan Party or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower any Loan Party makes a payment or payments to the Administrative any Facility Agent, the Lenders or the Issuers or any of such Person Persons receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, right and remedies therefortherefore, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer Issuing Lender shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers Issuing Lender or any such Person receives payment from the proceeds of the Collateral or exercise their exercises its rights of setoffset-off, 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff set-off had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any no obligation to marshal any assets in favor of the Borrower or any other party Person or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative AgentLender, the Lenders or the Issuers Lender enforces its Liens or any such Person receives payment from the proceeds of the Collateral or exercise their exercises its rights 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 or preferential, set aside or required (including pursuant to any settlement entered into by Lender in its discretion) to be repaid to a trustee, receiver or any other partyparty in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then to the extent of such recovery, the obligation hereunder or part thereof originally intended to be satisfied, and all Liens, right and remedies therefor, satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender Lenders or any Issuer Issuers shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any such Person receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer Lenders shall be under any no obligation to marshal any assets in favor of the any Borrower or any other party person or against or in payment of any or all of the Obligations. To the extent that the any Borrower makes a payment or payments to the Administrative Lenders or Agent, the or Lenders or the Issuers Agent, on behalf of Lenders, enforce their or any such Person receives payment from the proceeds of the Collateral its Liens or exercise exercises their or its rights 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 or preferential, set aside or required to be repaid to a trustee, receiver or any other partyparty under Title 11 of the United States Code or under any other similar federal or state law, common law or equitable cause, then to the extent of such recovery, recovery the obligation or part thereof originally intended to be satisfied, and all Liens, right and remedies therefor, satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff set-off had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, Agent or any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the any Borrower or any other party Obligor or against or in payment of any or all of the Obligations. To the extent that the Borrower makes Borrowers make a payment or payments to the Administrative Agent, the Agent or Lenders or the Issuers or any of such Person Persons receives payment from the proceeds of the any Collateral or exercise their rights exercises its 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 or required to be repaid to a trustee, receiver or any other partyPerson, then to the extent of such recoveryany loss by Agent or Lenders, the obligation Obligations or part thereof originally intended to be satisfied, and all Liens, right rights and remedies therefor, shall be revived and continued in full force and effect as if such payment or proceeds had not been made or received and any such enforcement or setoff had not occurred. The provisions of the immediately preceding sentence of this Section 4.5 shall survive any termination of the Commitments and payment in full of the Obligations.

Marshaling; Payments Set Aside. None of the Administrative Agents, the Collateral Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower Borrowers or any other party or against or in payment of any or all of the Obligations. To the extent that the any Borrower makes a payment or payments to any Administrative Agent, the Administrative Collateral Agent, the Lenders or the Issuers or any such Person receives payment from the proceeds of the Collateral or exercise their exercises 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Secured Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any such Person receives payment from the proceeds of the Collateral or exercise their rights its 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative No Credit Agent, any Lender or any Issuer Issuing Bank shall be under any obligation to marshal xxxxxxxx any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative AgentCredit Agents, the Lenders or the Issuers Issuing Banks or any of such Person Persons receives payment from the proceeds of the Collateral or exercise their rights 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 or preferential, set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, right rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff set-off had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any of such Person Persons receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any such Person receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.. AMENDED AND RESTATED CREDIT AGREEMENT XXXXX HEALTHCARE CORPORATION

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower or any other party Person or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any such Person receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender LC Participant or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower Company or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower Company makes a payment or payments to the Administrative Agent, the Lenders LC Participants or the Issuers or any such Person receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any such Person receives payment from the proceeds of the Collateral or exercise their rights its 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer No Note Holder shall be under any obligation to marshal any assets in favor of the Borrower Issuer or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower Issuer makes a payment or payments to the Administrative Agentany Note Holder, the Lenders or the Issuers or any such Person receives payment from the proceeds of the Collateral Note Holder enforces any security interests or exercise their exercises its rights 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 or preferential, set aside or and/or required to be repaid to a trustee, receiver or any other partyparty under any bankruptcy Law, then 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, right rights and remedies therefortherefor or related thereto, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff set-off had not occurred.

Marshaling; Payments Set Aside. None of the Administrative AgentAgents, any Lender Lenders or any Issuer Issuers shall be under any obligation to marshal any assets in favor of the any Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the any Borrower makes a payment or payments to the Administrative AgentAgents, the Lenders or the Issuers or any such Person receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower Loan Parties or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes Borrowers make a payment or payments to the Administrative Agent, the Lenders or the Issuers or any such Person receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Holdings, Borrower or any other party or against or in payment of any or all of the Secured Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any such Person receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender Agent or any Issuer Lenders shall be under any obligation to marshal any assets in favor of the any Obligor or against any Obligations. If any payment by or on behalf of Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments Obligor is made to the Administrative AgentAgent or any Lender, the Lenders or the Issuers Administrative Agent or any such Person receives payment from the proceeds of the Collateral or exercise their rights Lender exercises a right of setoff, and such payment or payments or the proceeds of such enforcement or 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 Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other partyPerson, then to the extent of such recovery, the obligation or part thereof Obligation originally intended to be satisfied, and all Liens, right rights and remedies thereforrelating thereto, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the any Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the any Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any of such Person Persons receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower Borrowers or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes Borrowers make a payment or payments to the Administrative Agent, the Lenders or the Issuers or any of such Person Persons receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of Holdings, the Borrower or any other party or against or in payment of any or all of the Secured Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any such Person receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of Neither the Administrative Agent, Agent nor any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any such Person receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall not be under any obligation to marshal any assets in favor of the Borrower or any other party Person or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative AgentLender, the Lenders or the Issuers Lender enforces its Liens or any such Person receives payment from the proceeds of the Collateral or exercise their exercises its rights 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 or preferential, set aside or required (including pursuant to any settlement entered into by Lender in its discretion) to be repaid to a trustee, receiver or any other partyparty in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then to the extent of such recovery, the obligation hereunder or part thereof originally intended to be satisfied, and all Liens, right and remedies therefor, satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, Agent or any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower or any other party Obligor 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, the Agent or Lenders or the Issuers or any of such Person Persons receives payment from the proceeds of the any Collateral or exercise their rights exercises its 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 or required to be repaid to a trustee, receiver or any other partyPerson, then to the extent of such recoveryany loss by Agent or Lenders, the obligation Obligations or part thereof originally intended to be satisfied, and all Liens, right rights and remedies therefor, shall be revived and continued in full force and effect as if such payment or proceeds had not been made or received and any such enforcement or setoff had not occurred. The provisions of the immediately preceding sentence of this SECTION 4.5 shall survive any termination of the Commitments and payment in full of the Obligations.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the any Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower any Loan Party makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any such Person receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Collateral Agent, the Administrative Agent or any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Collateral Agent, the Administrative Agent or the Lenders or the Issuers or any of such Person Persons receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative AgentAgents, any Lender or any Issuer Issuing Bank shall be under any obligation to marshal any assets in favor of the a Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the a Borrower makes a payment or payments to the Administrative any Agent, the Lenders or the Issuers Issuing Banks or any of such Person Persons receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of Neither the Administrative Agent, Agent nor any ------------------------------- Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the ObligationsLiabilities. To the extent that the Borrower makes a payment or payments to the Administrative Agent, for the Lenders account of the Lenders, or the Issuers Agent enforces its security interests or the Agent or any such Person receives payment from the proceeds of the Collateral or exercise their Lender exercises 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 or and/or required to be repaid to a trustee, receiver or any other partyparty under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, right and remedies therefor, satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, Neither Agent nor any Lender or any Issuer shall ------------------------------ be under any obligation to marshal xxxxxxxx any assets in favor of the any Borrower or any other party Obligor or against or in payment of any or all of the Obligations. To the extent that the Borrower makes Borrowers make a payment or payments to the Administrative Agent, the Agent or Lenders or the Issuers or any of such Person Persons receives payment from the proceeds of the any Collateral or exercise their rights exercises its 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, right rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred. The provisions of the immediately preceding sentence of this Section 4.5 shall survive any termination of the Commitments and payment in full of the Obligations.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the U.S. Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the U.S. Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any such Person receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.. CREDIT AGREEMENT FMC CORPORATION

Marshaling; Payments Set Aside. None of the Administrative No Agent, any Lender or any Issuer Issuing Bank shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative AgentAgents, the Lenders or the Issuers Issuing Banks or any of such Person Persons receives payment from the proceeds of the Collateral or exercise their rights 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 or preferential, set aside or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, right rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff set-off had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender Agent or any Issuer Lenders shall be under any obligation to marshal any assets in favor of the Borrower Borrowers or any other party Obligor or against or in payment of any or all of the Obligations. To the extent that the Borrower makes Borrowers make a payment to Administrative Agent or payments to the Administrative Agent, the Lenders or the Issuers Administrative Agent or any such Person Lender receives payment from the proceeds of the any Collateral or exercise their rights exercises its right of setoff, and such payment or payments or the proceeds of such enforcement Collateral or setoff (or any part thereof thereof) are subsequently invalidated, declared to be fraudulent or preferential, set aside or required to be repaid to a trustee, receiver or any other partyPerson, then to the extent of such recoveryany loss by Administrative Agent or Lenders, the obligation Obligations or part thereof originally intended to be satisfied, and all Liens, right rights and remedies therefor, shall be revived and continued in full force and effect as if such payment or proceeds had not been made or received and any such enforcement or setoff had not occurred. The provisions of the immediately preceding sentence of this Section 5.5 shall survive any termination of the Commitments and Full Payment of the Obligations.

Marshaling; Payments Set Aside. None of the Administrative AgentFacility Agents, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower Borrowers or any other party or against or in payment of any or all of the Obligations. To the extent that the any Borrower makes a payment or payments to the Administrative AgentFacility Agents, the Lenders or the Issuers or any of such Person Persons receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer Issuing Bank shall be under any obligation to marshal any marsxxxx xxx assets in favor of the any Borrower or Guarantor or any other party or against or in payment of any or all of the Obligations. To the extent that the such Borrower or Guarantor makes a payment or payments to the Administrative Agent, the Lenders or the Issuers Issuing Banks or any such Person receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally 77 85 intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the any Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the any Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any such Person receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, Agent or any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower Loan Parties or any other party or against or in payment of any or all of the Obligations. To the extent that any of the Borrower makes Loan Parties make a payment or payments to the Administrative Agent, Agent or the Lenders or the Issuers or any of such Person Persons receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the either Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the a Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any such Person receives payment from the proceeds of the Collateral or exercise their exercises 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any such Person receives payment from the proceeds of the Collateral or exercise their exercises 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of Neither the Administrative Agent, any Lender or any Issuer Agent nor the Banks shall be under any obligation to marshal any assets in favor of the Borrower Company or any other party 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 Administrative Agent, the Lenders Agent or the Issuers Banks, or any such Person receives payment from the proceeds of Agent or the Collateral or Banks exercise their rights 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 or preferential, set aside or required (including pursuant to any settlement entered into by the Agent or such Bank in its sole discretion) to be repaid to a trustee, receiver or any other partyparty 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, and all Liens, right and remedies therefor, satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff set-off had not occurred, and (b) each Bank severally agrees to pay to the Agent upon demand its pro rata share of any amount so recovered from or repaid by the Agent.

Marshaling; Payments Set Aside. None of the ------------------------------ Administrative Agent, Agent or any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower Obligors or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes Obligors make a payment or payments to the Administrative Agent, the Lenders or the Issuers or any of such Person Persons receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower a Loan Party or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower a Loan Party makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any such Person receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the any Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the any Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any of such Person Persons receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.. 109 AMENDED AND RESTATED CREDIT AGREEMENT SUNTRON CORPORATION

Marshaling; Payments Set Aside. None of the Administrative Agent, Agent or any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower or CFCC makes a payment or payments to the Administrative Agent, Agent or the Lenders or the Issuers or any of such Person Persons receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower any Loan Party makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any of such Person Persons receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower any Loan Party or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower any Loan Party makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any of such Person Persons receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, right and remedies therefortherefore, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, Agent or any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent, Agent or the Lenders or the Issuers or any such Person receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be Term Loan Agreement Collective Brands Finance, Inc. 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer Purchaser shall not be under any obligation to marshal any assets in favor of the Borrower Company or any Subsidiary or other party or against or in payment of any or all of the Obligations. To the extent that the Borrower Company or any Subsidiary makes a payment or payments to the Administrative Agent, the Lenders Purchaser or the Issuers or any such Person receives payment from the proceeds of the Collateral Purchaser enforces its 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 or and/or required to be repaid to a trustee, receiver or any other partyparty under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation Obligations or part thereof originally intended to be satisfied, and all Liens, right rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any of such Person Persons receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, Agent or any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower Borrowers or any other party Obligor or against or in payment of any or all of the Obligations. To the extent that the Borrower makes Borrowers make a payment or payments to the Administrative Agent, the Agent or Lenders or the Issuers or any of such Person Persons receives payment from the proceeds of the any Collateral or exercise their rights exercises its 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 or required to be repaid to a trustee, receiver or any other partyPerson, then to the extent of such recoveryany loss by Agent or Lenders, the obligation Obligations or part thereof originally intended to be satisfied, and all Liens, right rights and remedies therefor, shall be revived and continued in full force and effect as if such payment or proceeds had not been made or received and any such enforcement or setoff had not occurred. The provisions of the immediately preceding sentence of this Section 4.5 shall survive any termination of the Commitments and Full Payment of the Obligations.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any such Person receives 104 payment from the proceeds of the Collateral or exercise their rights of setoffset-off, 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower or any other party Person or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any such Person receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.. Credit Agreement Macquarie Infrastructure Company Inc.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer The Purchaser shall not be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent, the Lenders Purchaser or the Issuers Purchaser enforces its security interests or any such Person receives payment from the proceeds of the Collateral or exercise their exercises 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 or and/or required to be repaid to a trustee, receiver or any other partyparty under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation Obligations or part thereof originally intended to be satisfied, and all Liens, right rights and remedies therefor, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of Neither the Administrative Agent, Agent nor any Lender or any Issuer shall be under any obligation to marshal xxxxxxxx any assets in favor of the Borrower or any other party or against or in payment of any or all of the ObligationsLiabilities. To the extent that the Borrower makes a payment or payments to the Administrative Agent, for the Lenders account of the Lenders, or the Issuers Agent enforces its security interests or the Agent or any such Person receives payment from the proceeds of the Collateral or exercise their Lender exercises 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 or and/or required to be repaid to a trustee, receiver or any other partyparty under any bankruptcy law, state or federal law, common law or equitable cause, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, right and remedies therefor, satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, Agent or any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any of such Person Persons receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative AgentAgents, any Lender Lenders or any Issuer Issuers shall be under any obligation to marshal any assets in favor of the Borrower Borrower, the Parent or any other party or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative any Agent, the Lenders Lender or the Issuers Issuer or any such Person receives payment from the proceeds of the Collateral or exercise their exercises its rights of setoffset-off, 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower Borrowers or any other party or against or in payment of any or all of the Obligations. To the extent that the any Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers or any such Person receives payment from the proceeds of the Collateral 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 or required to be repaid to a trustee, receiver or any other party, then to the extent of such recovery, the obligation or part thereof originally intended to be 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 enforcement or setoff had not occurred.

Marshaling; Payments Set Aside. None of the Administrative Agent, Neither Agent nor any Lender or any Issuer shall be under any obligation to marshal any assets in favor of the Borrower or any other party Person or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent, the Lenders or the Issuers Agent or any such Person receives payment from the proceeds of the Collateral Lender, or exercise their Agent or any Lender enforces its Liens or exercises 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 or required (including pursuant to any settlement entered into by Agent in its discretion) to be repaid to a trustee, receiver or any other partyparty in connection with any Insolvency Proceeding, or otherwise, then to the extent of such recovery, recovery the obligation Obligations or part thereof originally intended to be satisfied, and all Liens, right and remedies therefor, satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred. (a) each lender severally agrees to pay to Agent upon demand its ratable share of the total amount so recovered from or repaid by Agent.