Common use of Marshalling; Payments Set Aside Clause in Contracts

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Lenders shall be under any obligation to marshal any assets in favor of any of the Borrower Parties or any other Person or against or in payment of any or all of the Obligations. To the extent that any of the Borrower Parties makes a payment or payments to the Administrative Agent or the Lenders, or the Administrative Agent or the Lenders enforce their Liens or exercise their rights of set-off, and such payment or payments or the proceeds of such enforcement or 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 Administrative Agent in its discretion) to be repaid to a trustee, receiver or any other party in connection with any insolvency proceeding, or otherwise, then (1) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (2) each Lender severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither None of the Administrative Agent nor Agent, the Lenders Banks or the Issuers shall be under any obligation to marshal xxxxxxxx any assets in favor of any of the Borrower Parties Company or any other Person or against or in payment of any or all of the Obligations. To the extent that any of the Borrower Parties Company makes a payment or payments to the Administrative Agent Agent, the Banks or the LendersIssuers, or the Administrative Agent Agent, the Banks or the Lenders enforce their Liens or Issuers exercise their rights right of set-off, and such payment or payments or the proceeds of such enforcement or 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 Administrative Agent Agent, such Bank or such Issuer in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any insolvency proceeding, Insolvency Proceeding or otherwise, then (1a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (2b) each Lender Bank severally agrees to pay to the Administrative Agent upon demand its ratable pro rata share of the total any amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor any Lender (including the Lenders L/C Issuer) shall be under any obligation to marshal any assets in favor of any of the Borrower Parties Loan Party or any other Person or against or in payment of any or all of the Secured Obligations. To the extent that any payment by or on behalf of the Borrower Parties makes a payment or payments is made to the Administrative any Agent or the Lendersany Lender, or the Administrative any Agent or the Lenders enforce their Liens or exercise their rights any Lender exercises its right of set-offsetoff, and such payment or payments or the proceeds of such enforcement or set-off setoff or any part thereof are is subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative such Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any insolvency proceeding, proceeding under any Debtor Relief Law or otherwise, then (1a) to the extent of such recovery recovery, the obligation or part thereof originally intended to be satisfied 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 set-off setoff had not occurred, and (2b) each Lender severally agrees to pay to the Administrative Agent upon demand its ratable applicable share of the total any amount so recovered from or repaid by any Agent, plus interest thereon from the Administrative Agentdate of such demand to the date such payment is made at a rate per annum equal to the applicable Federal Funds Rate from time to time in effect.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Lenders any Lender shall be under any obligation to marshal any assets in favor of any of the Borrower Parties Obligor or any other Person or against or in payment of any or all of the Obligations. To the extent that any of the Borrower Parties Company makes a payment or payments to the Administrative Agent or the LendersAgent, or the Administrative Agent any Issuing Bank or the Lenders enforce their Liens (or exercise their rights to the Agent, on behalf of set-offLenders or any Issuing Bank), or any Agent, Issuing Bank or Lender enforces any security interests or exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any insolvency proceeding, Insolvency Proceeding or otherwise, then (1a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, occurred and (2b) each Lender severally agrees to pay to the Administrative Agent upon demand its ratable pro rata share of the total any amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Lenders any Lender shall be under any obligation to marshal xxxxxxxx any assets in favor of any of the Borrower Parties Company or any other Person or against or in payment of any or all of the Obligations. To the extent that any of the Borrower Parties Company makes a payment or payments to the Administrative Agent or the Lendersany Lender, or the Administrative Agent or the Lenders enforce their Liens or exercise their rights any Lender exercises its right of set-off, and such payment or payments or the proceeds of such enforcement or 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 Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any insolvency proceeding, Insolvency Proceeding or otherwise, then (1a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (2b) each Lender severally agrees to pay to the Administrative Agent upon demand its ratable pro rata share of the total any amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither None of the Administrative Agent nor Lenders, the Lenders Note Holders, or the Guaranteed Parties shall be under any obligation to marshal any assets in favor of any of the Borrower Parties Guarantor or any other Person or against or in payment of any or all of the Guaranteed Obligations. To the extent that any of the Borrower Parties Guarantor makes a payment or payments to the Administrative Agent or the LendersGuaranteed Parties, or the Administrative Agent or the Lenders enforce their Liens or Guaranteed Parties exercise their rights right of set-off, and such payment or payments or the proceeds of such enforcement or 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 Administrative Agent Guaranteed Parties in its their discretion) to be repaid to a trustee, receiver or any other party party, in connection with any insolvency proceeding, proceeding under any Debtor Relief Laws or otherwise, then (1a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (2b) each Lender severally agrees to pay to the Administrative Collateral Agent upon demand its ratable pro rata share of the total any amount so recovered from or repaid by the Administrative Collateral Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Lenders any Lender shall be under any obligation to marshal any assets in favor of any of the Borrower Parties Obligor or any other Person or against or in payment of any or all of the Obligations. To the extent that any of the Borrower Parties Company makes a payment or payments to the Administrative Agent or the Lenders, or the Administrative Agent or the Lenders enforce their Liens (or exercise their rights to the Agent, on behalf of set-offthe Lenders), or any Agent or Lender enforces any security interests or exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any insolvency proceeding, Insolvency Proceeding or otherwise, then (1a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, occurred and (2b) each Lender severally agrees to pay to the Administrative Agent upon demand its ratable share Pro Rata Share of the total any amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Lenders shall be under any obligation to marshal any assets in favor of any of the Borrower Parties or any other Person or against or in payment of any or all of the Obligations. To the extent that any of the Borrower Parties makes a payment or payments to the Administrative Agent or the LendersLenders (through the Administrative Agent), or the Administrative Agent or on behalf of the Lenders enforce enforces their Liens or exercise their rights of set-off, and such payment or payments or the proceeds of such enforcement or 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 Administrative Agent in its discretion) to be repaid to a trustee, receiver or any other party in connection with any insolvency proceeding, or otherwise, then (1) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (2) each Lender severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Lenders shall be under any obligation to marshal any assets in favor of any of the Borrower Parties or any other Person or against or in payment of any or all of the Obligations. To the extent that any payment by or on behalf of the Borrower Parties makes a payment or payments is made to the Administrative Agent or the Lendersany Lender, or the Administrative Agent or the Lenders enforce their Liens or exercise their rights any Lender exercises its right of set-off, and such payment or payments or the proceeds of such enforcement or set-off 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 party party, in connection with any insolvency proceeding, proceeding under any Debtor Relief Law or otherwise, then (1a) to the extent of such recovery recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (2b) each Lender severally agrees to pay to the Administrative Agent upon demand its ratable applicable share of the total any amount so recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect.

Marshalling; Payments Set Aside. Neither None of the Administrative Agent nor Agent, the Lenders Banks or the Issuers shall be under any obligation to marshal xxxxxxxx any assets in favor of any of the Borrower Parties Company or any other Person or against or in payment of any or all of the Obligations. To the extent that any of the Borrower Parties Company makes a payment or payments to the Administrative Agent Agent, the Banks or the LendersIssuers, or the Administrative Agent Agent, the Banks or the Lenders enforce their Liens or Issuers exercise their rights right of set-off, and such payment or payments or the proceeds of such enforcement or 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 Administrative Agent Agent, such Bank or such Issuer in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any insolvency proceeding, Insolvency Proceeding or otherwise, then (1) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (21) each Lender Bank severally agrees to pay to the Administrative Agent upon demand its ratable pro rata share of the total any amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Collateral Agent, the Agent ------------------------------- nor the Lenders Banks shall be under any obligation to marshal any assets in favor of any of the Borrower Parties or any other Person or against or in payment of any or all of the Obligations. To the extent that any of the Borrower Parties makes a payment or payments to the Administrative Collateral Agent, the Agent or the LendersBanks, or the Administrative Collateral Agent, the Agent or the Lenders enforce their Liens or Banks exercise their rights right of set-off, and such payment or payments or the proceeds of such enforcement or 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 Administrative Collateral Agent, the Agent or such Bank in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any insolvency proceeding, Insolvency Proceeding or otherwise, then (1a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (2b) each Lender Bank severally agrees to pay to the Administrative Agent or the Collateral Agent, as the case may be, upon demand its ratable share Pro Rata Share of the total any amount so recovered from or repaid by the Administrative Agent or the Collateral Agent, as the case may be.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Lenders shall be under any obligation to marshal xxxxxxxx any assets in favor of any of the Borrower Parties Company or any other Person or against or in payment of any or all of the Obligations. To the extent that any of the Borrower Parties Company makes a payment or payments to the Administrative Agent or the LendersLenders (through the Administrative Agent), or the Administrative Agent or on behalf of the Lenders enforce enforces their Liens or exercise their rights of set-off, and such payment or payments or the proceeds of such enforcement or 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 Administrative Agent in its discretion) to be repaid to a trustee, receiver or any other party in connection with any insolvency proceeding, or otherwise, then (1) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (2) each Lender severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Lenders Credit Support Providers shall be under any obligation to marshal any marsxxxx xxx assets in favor of any of the Borrower Parties Company or any other Person or against or in payment of any or all of the L/C Obligations. To the extent that any of the Borrower Parties Company makes a payment or payments to the Administrative Agent or the LendersCredit Support Providers (through the Agent), or the Administrative Agent or on behalf of the Lenders enforce Credit Support Providers enforces their Liens or exercise their rights of set-off, and such payment or payments or the proceeds of such enforcement or 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 Administrative Agent in its discretion) to be repaid to a trustee, receiver or any other party in connection with any insolvency proceeding, or otherwise, then (1) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (2) each Lender Credit Support Provider severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Lenders any Lender shall be under any obligation to marshal any assets in favor of any of the Borrower Parties Obligor or any other Person or against or in payment of any or all of the Obligations. To the extent that any of the Borrower Parties Company makes a payment or payments to the Administrative Agent or the Lenders, or the Administrative Agent or the Lenders enforce their Liens (or exercise their rights to the Agent, on behalf of set-offLenders), or any Agent or Lender enforces any security interests or exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any insolvency proceeding, Insolvency Proceeding or otherwise, then (1a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, occurred and (2b) each Lender severally agrees to pay to the Administrative Agent upon demand its ratable pro rata share of the total any amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the ------------------------------- Administrative Agent nor the Lenders shall be under any obligation to marshal xxxxxxxx any assets in favor of any of the Borrower Parties Parent, the Company or any other Person or against or in payment of any or all of the Obligations. To the extent that any of the Borrower Parties Company makes a payment or payments to the Administrative Agent or the Lenders, or the Administrative Agent or the Lenders enforce their Liens or exercise their rights of set-off, and such payment or payments or the proceeds of such enforcement or 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 Administrative Agent in its discretion) to be repaid to a trustee, receiver or any other party in connection with any insolvency proceeding, or otherwise, then (1) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (2) each Lender severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Lenders any Lender shall be under any obligation to marshal any assets in favor of any of the Borrower Parties Obligor or any other Person or against or in payment of any or all of the Obligations. To the extent that any of the Borrower Parties makes a payment or payments to the Administrative Agent or the Lenders, or the Administrative Agent or the Lenders enforce their Liens (or exercise their rights to the Agent, on behalf of set-offLenders), or any Agent or Lender enforces any security interests or exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any insolvency proceeding, Insolvency Proceeding or otherwise, then (1a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, occurred and (2b) each Lender severally agrees to pay to the Administrative Agent upon demand its ratable pro rata share of the total any amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Lenders shall be under any obligation to marshal any assets in favor of any of the Borrower Parties or any other Person or against or in payment of any or all of the Obligations. To the extent that any of the Borrower Parties makes a payment or payments to the Administrative Agent or the Lenders, or the Administrative Agent or the Lenders enforce their Liens or exercise their rights of set-off, and such payment or payments or the proceeds of such enforcement or set-set- off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent in its discretion) to be repaid to a trustee, receiver or any other party in connection with any insolvency proceeding, or otherwise, then (1) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (2) each Lender severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Collateral Agent, the Agent nor the Lenders Banks shall be under any obligation to marshal any assets in favor of any of the Borrower Parties or any other Person or against or in payment of any or all of the Obligations. To the extent that any of the Borrower Parties makes a payment or payments to the Administrative Collateral Agent, the Agent or the LendersBanks, or the Administrative Collateral Agent, the Agent or the Lenders enforce their Liens or Banks exercise their rights right of set-off, and such payment or payments or the proceeds of such enforcement or 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 Administrative Collateral Agent, the Agent or such Bank in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any insolvency proceeding, Insolvency Proceeding or otherwise, then (1a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (2b) each Lender Bank severally agrees to pay to the Administrative Agent or the Collateral Agent, as the case may be, upon demand its ratable pro rata share of the total any amount so recovered from or repaid by the Administrative Agent or the Collateral Agent, as the case may be.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Lenders any Lender shall be under any obligation to marshal any assets in favor of any of the Borrower Parties Obligor or any other Person or against or in payment of any or all of the Obligations. To the extent that any of the Borrower Parties Company makes a payment or payments to the Administrative Agent or the LendersAgent, or the Administrative Agent Issuing Bank or the Lenders enforce their Liens (or exercise their rights to the Agent, on behalf of set-offLenders or Issuing Bank), or any Agent, Issuing Bank or Lender enforces any security interests or exercises any right of setoff, and such payment or payments or the proceeds of such enforcement or the proceeds of such set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside or required (including pursuant to any settlement entered into by the Administrative Agent or such Lender in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any insolvency proceeding, Insolvency Proceeding or otherwise, then (1a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, occurred and (2b) each Lender severally agrees to pay to the Administrative Agent upon demand its ratable pro rata share of the total any amount so recovered from or repaid by the Administrative Agent.. 113

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Lenders shall be under any obligation to marshal any assets in favor of any of the Borrower Parties Loan Party or any other Person or against or in payment of any or all of the Secured Obligations. To the extent that any of the Borrower Parties makes a payment or payments to the Administrative Agent or the LendersLenders (through the Administrative Agent), or the Administrative Agent or on behalf of the Lenders enforce enforces their Liens or exercise their rights of set-off, and such payment or payments or the proceeds of such enforcement or 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 Administrative Agent in its discretion) to be repaid to a trustee, receiver or any other party in connection with any insolvency proceeding, or otherwise, then (1) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (2) each Lender severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Lenders shall be under any obligation to marshal any assets in favor of any of the Borrower Transaction Parties or any other Person or against or in payment of any or all of the Obligations. To the extent that any of the Borrower Transaction Parties makes a payment or payments to the Administrative Agent or the Lenders, or the Administrative Agent or the Lenders enforce their Liens or exercise their rights of set-off, and such payment or payments or the proceeds of such enforcement or 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 Administrative Agent in its discretion) to be repaid to a trustee, receiver or any other party in connection with any insolvency proceeding, or otherwise, then (1) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (2) each Lender severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent.

Marshalling; Payments Set Aside. Neither the Administrative Agent nor the Lenders any Lender shall be under any obligation to marshal any assets in favor of any of the Borrower Parties or any other Person or against or in payment of any or all of the Obligations. To the extent that any of the Borrower Parties makes a payment or payments to the Administrative Agent or the Lenders, or the Administrative Agent or the Lenders enforce their Liens or exercise their rights of set-off, and such payment or payments or the proceeds of such enforcement or 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 Administrative Agent in its discretion) to be repaid to a trustee, receiver or any other party in connection with any bankruptcy or insolvency proceeding, or otherwise, then (1a) to the extent of such recovery the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or set-off had not occurred, and (2b) each Lender severally agrees to pay to the Administrative Agent upon demand its ratable share of the total amount so recovered from or repaid by the Administrative Agent.