Common use of Marshalling; Payments Set Aside Clause in Contracts

Marshalling; Payments Set Aside. Neither the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Borrower’s obligations hereunder. To the extent that the Borrower makes a payment or payments to the Administrative Agent or Lenders (or to the Administrative Agent for the benefit of Lenders), or the Administrative Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent or Lenders (or to the Administrative Agent for the benefit of Lenders), or the Administrative Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable causecause (whether by litigation, demand, settlement or otherwise), then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Administrative Agent Agent, the Issuing Bank, the Swingline Lender or the Lenders (or to the Administrative Agent for the benefit Agent, on behalf of Lenders), or the Administrative Agent Agent, the Collateral Agent, the Issuing Bank or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy lawDebtor Relief Law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Borrower’s obligations hereunder. To the extent that the Borrower makes a payment or payments to the Administrative Agent Agent, any Letter of Credit Issuer or Lenders (or to the Administrative Agent for the benefit of Lenders), or the Administrative Agent Agent, any Letter of Credit Issuer or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Administrative Agent Agent, Issuing Bank or Lenders (or to the Administrative Agent for the benefit Agent, on behalf of LendersLenders or Issuing Bank), or the Administrative Agent any Agent, Issuing Bank or Lenders enforce Lender enforces any security interests or exercise their rights exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender 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 Borrower’s obligations hereunderObligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Administrative Agent or the Lenders (or to the Administrative Agent for Agent, on behalf of the benefit of Lenders), or the Administrative Agent, the Collateral Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative No Agent nor or any Lender shall will be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Administrative Agent or the Lenders (or to the Administrative Agent for Agent, on behalf of the benefit of Lenders), or the Administrative Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law law, any equitable cause or any equitable causeintercreditor arrangement contemplated hereunder, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall will be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender 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 Borrower’s obligations hereunderObligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Administrative Agent or Lenders any Lender (or to the Administrative Agent for the benefit Agent, on behalf of Lendersa Lender), or the Administrative Agent, the Collateral Agent or Lenders any Lender enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Administrative Agent Agent, the Issuing Bank, the Swingline Lender or the Lenders (or to the Administrative Agent for the benefit Agent, on behalf of Lenders), or the Administrative Agent Agent, the Issuing Bank or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy lawDebtor Relief Law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Administrative Agent Agent, the Issuing Banks, the Swingline Lender or the Lenders (or to the Administrative Agent for the benefit Agent, on behalf of Lenders), or the Administrative Agent Agent, the Collateral Agent, the Issuing Banks or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy lawDebtor Relief Law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Administrative Agent, Collateral Agent or Lenders (or to the Administrative Agent for the benefit or Collateral Agent, on behalf of Lenders), or the Administrative Agent, Collateral Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Administrative Agent or Lenders (or to the Administrative Agent for the benefit Agent, on behalf of Lenders), or the Administrative Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable causecause or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower any Credit Party makes a payment or payments to any Agent, the Administrative Agent Issuing Bank, the Swingline Lender or the Lenders (or to the Administrative Agent for the benefit any Agent, on behalf of Lenders), or any Agent, the Administrative Agent Issuing Bank or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy lawDebtor Relief Law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower Company, any other Loan Party or any other party or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower Company or any other Loan Party makes a payment or payments to the Administrative Agent or the Lenders (or to the Administrative Agent for the benefit of the Lenders), or the Administrative any Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Loan Party or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower any Loan Party makes a payment or payments to the Administrative Agent, the Revolving Administrative Agent or Lenders (or to the Administrative Agent for the benefit or Revolving Administrative Agent, on behalf of Lenders), or the Administrative any Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender shall be under any obligation to marshal any assets in favor favour of the Borrower or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent or the Lenders (or to the Administrative Agent for Agent, on behalf of the benefit of Lenders), or the Administrative Agent, the Collateral Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincialstate, state provincial or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Loan Party or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower any Loan Party makes a payment or payments to the Administrative Agent or the Lenders (or to the Administrative Agent for Agent, on behalf of the benefit of Lenders), or the Administrative Agent, the Collateral Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower any Credit Party makes a payment or payments to Administrative Agent, the Administrative Collateral Agent or Lenders (or to the Administrative Agent for or the benefit Collateral Agent, on behalf of Lenders), or Administrative Agent, the Administrative Collateral Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the None of Administrative Agent, Collateral Agent nor or any Lender shall be under any obligation to marshal any assets in favor of the Borrower Company or any other party or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower Company makes a payment or payments to the Administrative Agent Agent, Collateral Agent, or Lenders (or to the Administrative Agent or Collateral Agent for the benefit of Lenders), or the Administrative Agent, Collateral Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower Company or any other party or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower Company makes a payment or payments to the Administrative Agent or Lenders (or to the Administrative Agent for the benefit of Lenders), or the Administrative Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable causecause (and whether as a result of any demand, settlement, litigation or otherwise), then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender shall be under any obligation to marshal any assets in favor of Holdings or the Borrower Borrowers or any other party or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that Holdings or the Borrower makes Borrowers make a payment or payments to the Administrative Agent or the Lenders (or to the Administrative Agent or Collateral Agent for the benefit of the Lenders), or the Administrative any Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender Party shall be under any 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 Borrower’s obligations hereunderObligations. To the extent that the any Borrower makes a payment or payments to the Administrative Agent or Lenders the Secured Parties (or to Administrative Agent, on behalf of the Administrative Agent for the benefit of LendersSecured Parties), or the Administrative any Agent or Lenders enforce Secured Parties enforces any security interests or exercise their its rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Obligor or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderRevolving Loan Obligations. To the extent that the Borrower any Obligor makes a payment or payments to the Administrative Agent or the Lenders (or to the Administrative Agent for Agent, on behalf of the benefit of Lenders), or the Administrative Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Administrative Agent or Lenders (or to the Administrative Agent for the benefit Agent, on behalf of Lenders), or the Collateral Agent, Administrative Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable causecause (whether by demand, settlement, litigation or otherwise), then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither None of the Administrative Agent nor any Lender Agents or the Lenders shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Administrative any Agent or Lenders any Lender (or to the Administrative Agent for or the benefit Collateral Agent, on behalf of Lendersany Agent or any Lender), or the Administrative any Agent or Lenders enforce any Lender enforces any security interests or exercise their rights exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Obligor or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderFirst Priority Term Loan Obligations. To the extent that the Borrower any Obligor makes a payment or payments to the Administrative Agent or the Lenders (or to the Administrative Agent for Agent, on behalf of the benefit of Lenders), or the Administrative Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any the Lender 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 Borrower’s obligations hereunderObligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Administrative Agent or Lenders the Lender (or to the Administrative Agent for Agent, on behalf of the benefit of LendersLender), or the Administrative Agent, the Collateral Agent or Lenders the Lender enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the None of Administrative Agent, Collateral Agent nor or any Lender shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent, Collateral Agent or Lenders (or to the Administrative Agent for the benefit of Lenders), or the Administrative Agent, Collateral Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Loan Party or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower any Loan Party makes a payment or payments to the Administrative Agent or the Lenders (or to Administrative Agent, on behalf of the Administrative Agent for the benefit of Lenders), or the Administrative any Agent or Lenders enforce Lender enforces any security interests or exercise their its rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff AMERICAS 99636855 v27 or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy lawBankruptcy Law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Administrative Agent or Lenders (or to the Administrative Agent for the benefit Agent, on behalf of Lenders), or the Collateral Agent, Administrative Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable causecause (whether by demand, settlement, litigation or otherwise), then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.. 105

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender Purchaser 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 Borrower’s obligations Obligations or any other amount due hereunder. To the extent that the Borrower Company makes a payment or payments to the Administrative Agent or Lenders Purchasers (or to the Administrative Agent for the benefit Agent, on behalf of LendersPurchasers), or the Administrative Agent, Collateral Agent or Lenders Purchasers enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Administrative Agent or the Lenders (or to the Administrative Agent for Agent, on behalf of the benefit of Lenders), or the Administrative Agent or Lenders the Term Secured Parties enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable causecause or otherwise (and whether as a result of any demand, settlement, litigation or otherwise), then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Obligor or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderSecond Priority Term Loan Obligations. To the extent that the Borrower any Obligor makes a payment or payments to the Administrative Agent or the Lenders (or to the Administrative Agent for Agent, on behalf of the benefit of Lenders), or the Administrative Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent or Lenders (or to the Administrative Agent for the benefit of Lenders), or the Administrative Agent, Collateral Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor therefore or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither any Agent nor the Administrative Agent Lead Arranger nor any Lender 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 Borrower’s obligations hereunderObligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent or Lenders (or to the Administrative Agent for the benefit Agent, on behalf of Lenders), or the Administrative Agent, Collateral Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be or otherwise avoided as fraudulent or preferential, set aside and/or required to be repaid to a debtor-in-possession, trustee, receiver or any other party under any bankruptcy lawDebtor Relief Law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and reinstated and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor any Lender 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 Borrower’s obligations hereunderObligations. To the extent that the Borrower makes a payment or payments to the Lenders (or to the Administrative Agent Agent, on behalf of Lenders), or the Lenders (or to the Administrative Agent for on behalf of the benefit of Lenders), or the Administrative Agent or Lenders ) enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither None of the Administrative Agent nor any Lender Collateral Agent, the Authorized Representative or the Purchasers shall be under any obligation to marshal any assets in favor of the Borrower any Note Party or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower makes a any payment by or payments on behalf of any Note Party is made to the Administrative Agent Collateral Agent, the Authorized Representative or Lenders (or to the Administrative Agent for the benefit of Lenders)any Purchaser, or the Administrative Agent Collateral Agent, the Authorized Representative or Lenders enforce any security interests or exercise their rights Purchaser exercises its 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 and/or or required (including pursuant to any settlement entered into by the Collateral Agent, the Authorized Representative or such Purchaser in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any proceeding under any bankruptcy lawDebtor Relief Law or otherwise, any other provincial, state or federal law, common law or any equitable cause, then, then to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent or Lenders (or to the Administrative Agent for the benefit of Lenders), or the Administrative Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are 144 subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable causecause (whether by litigation, demand, settlement or otherwise), then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender 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 Borrower’s obligations hereunderObligations. To the extent that the Borrower any Credit Party or Guarantor makes a payment or payments to the Administrative Agent or Lenders any Lender (or to the Administrative Agent for the benefit Agent, on behalf of Lendersa Lender), or the Administrative Agent, the Collateral Agent or Lenders any Lender enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender Party shall be under any obligation to marshal any assets in favor of the Borrower any Loan Party or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower any Loan Party makes a payment or payments to the Administrative Agent or Lenders the Lender Parties (or to the Administrative Agent for Agent, on behalf of the benefit of LendersLender Parties), or the Administrative any Agent or Lenders enforce Lender Party enforces any security interests or exercise their 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 and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff set-off had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender 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 Borrower’s obligations Obligations or any other amount due hereunder. To the extent that the Borrower makes a payment or payments to the Administrative Agent or Lenders (or to the Administrative Agent for the benefit Agent, on behalf of Lenders), or the Administrative Agent, Collateral Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor any Lender 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 Borrower’s obligations hereunderSecured Obligations. To the extent that the Borrower any Transaction Party makes a payment or payments to the Administrative Agent or Lenders any Lender (or to the Administrative Agent for Agent, on behalf of the benefit of Lenders), or the Administrative Agent or Lenders any Lender enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy lawLaw, any other provincial, state or federal lawLaw, common law Law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender 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 EAST\148781874.9 or all of the Borrower’s obligations Obligations or any other amount due hereunder. To the extent that the Borrower Company makes a payment or payments to the Administrative Agent or Lenders (or to the Administrative Agent for the benefit Agent, on behalf of Lenders), or the Administrative Agent, Collateral Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender 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 Borrower’s obligations hereunderObligations. To the extent that the Borrower Company or any Credit Party makes a payment or payments to the Administrative Agent or Lenders any Lender (or to the Administrative Agent for the benefit Agent, on behalf of Lendersany Lender), or the Administrative Agent, the Collateral Agent or Lenders any Lender enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor any Lender 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 Borrower’s obligations hereunderObligations. To the extent that the Borrower Borrowers makes a payment or payments to the Administrative Agent or the Lenders (or to the Administrative Agent for the benefit of the Lenders), or the Administrative Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower or any other party or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent or Lenders (or to the Administrative Agent for the benefit of Lenders), or the Administrative Agent, Collateral Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the None of Administrative Agent, Collateral Agent nor or any Lender shall be under any obligation to marshal any assets in favor of the Borrower Company or any other party or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower Company makes a payment or payments to the Administrative Agent or Collateral Agent or Lenders (or to the Administrative Agent or Collateral Agent for the benefit of Lenders), or the Administrative Agent or Collateral Agent or Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower Borrower, any Guarantor or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower makes a payment or payments to the Administrative Lenders or either Agent or Lenders (or to either Agent, on behalf of the Administrative Agent for Lenders or the benefit of LendersSecured Parties), or the Administrative Lenders or either Agent or Lenders enforce enforces any security interests or exercise their rights exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or or required to be repaid to a trustee, receiver or any other party under any bankruptcy lawDebtor Relief Law, any other provincial, state or federal lawLaw, common law Law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any DIP Agent nor any DIP Lender 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 Borrower’s obligations hereunderDIP Obligations. To the extent that the Borrower makes Borrowers make a payment or payments to the Administrative DIP Agent or DIP Lenders (or to the Administrative DIP Agent for the benefit of DIP Lenders), or the Administrative Agent DIP Agents or DIP Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Facility Agent nor any Lender nor any other Secured Party shall be under any obligation to marshal any assets in favor of the Borrower any Credit Party or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderObligations. To the extent that the Borrower any Credit Party makes a payment or payments to the Administrative any Facility Agent or Lenders any Lender (or to the Administrative Agent for the benefit Agent, on behalf of Lendersany such Person), or the Administrative any Facility Agent or Lenders enforce Lender enforces any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender 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 Borrower’s obligations hereunderObligations. To the extent that the Borrower any NF Party makes a payment or payments to the Administrative Agent or Lenders any Lender (or to the Administrative Agent for the benefit Agent, on behalf of Lendersa Lender), or the Administrative Agent, the Collateral Agent or Lenders any Lender enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.

Marshalling; Payments Set Aside. Neither the Administrative any Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower any Obligor or any other party Person or against or in payment of any or all of the Borrower’s obligations hereunderTerm Loan Obligations. To the extent that the Borrower any Obligor makes a payment or payments to the Administrative Agent or the Lenders (or to the Administrative Agent for Agent, on behalf of the benefit of Lenders), or the Administrative Agent or the Lenders enforce any security interests or exercise their rights of setoff, and such payment or payments or the proceeds of such enforcement or setoff or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any bankruptcy law, any other provincial, state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force and effect as if such payment or payments had not been made or such enforcement or setoff had not occurred.