Common use of Marshalling; Payments Set Aside Clause in Contracts

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to the Administrative Agent, the Issuing Bank, the Swingline Lender or the Lenders (or to the Administrative Agent, on behalf of Lenders), or the Administrative 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 Debtor Relief Law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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 any the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party the Borrower or any other Person party or against or in payment of any or all of the ObligationsBorrower’s obligations hereunder. To the extent that any Credit Party the Borrower makes a payment or payments to the Administrative Agent, the Issuing Bank, the Swingline Lender any Letter of Credit Issuer or the Lenders (or to the Administrative Agent, on behalf Agent for the benefit of Lenders), or the Administrative Agent, the Collateral Agent, the Issuing Bank any Letter of Credit Issuer 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 Debtor Relief 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 any None of the Administrative Agent, the Collateral Agent nor or any Lender shall be under any obligation to marshal any assets in favor of any Credit Loan Party or any other Person party or against or in payment of any or all of the Obligationsobligations of the Loan Parties under the Loan Documents. To the extent that any Credit Party makes the Borrowers make a payment or payments to the Administrative Agent, the Issuing Bank, the Swingline Lender Agent or the Lenders (or to the Administrative Agent, on behalf Agent for the benefit of Lenders), or the Administrative Agent, the Collateral Agent, the Issuing Bank 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 Debtor Relief Lawbankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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 any the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to the Administrative Agent, the Issuing Bank, the Swingline Lender or the Lenders (or to the Administrative Agent, on behalf of Lenders), or the Administrative 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 Debtor Relief Law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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 any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to the Administrative Agent, the Issuing BankBanks, the Swingline Lender or the Lenders (or to the Administrative Agent, on behalf of Lenders), or the Administrative Agent, the Collateral Agent, the Issuing Bank 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 Debtor Relief Law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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 any the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to the Administrative Agent, the Issuing Bank, the Swingline Lender or the Lenders (or to the Administrative Agent, on behalf of Lenders), or the Administrative 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 Debtor Relief Law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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 any None of the Agent, the Collateral Agent nor or any Lender shall be under any obligation to marshal any assets in favor of any Credit Party the Borrower or any other Person party or against or in payment of any or all of the Obligations. To the extent that any Credit Party the Borrower makes a payment or payments to the Administrative Agent, the Issuing Bank, the Swingline Lender Agent or the Lenders Collateral Agent (or to the Administrative Agent, on behalf Agent for the benefit of Lendersthe Lenders or the Collateral Agent for the benefit of the Protected Parties), or the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Lenders enforce Agent enforces any security interests or exercise their exercises its rights of setoffset-off, and such payment or payments or the proceeds of such enforcement or setoff set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any Debtor Relief Lawbankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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 any Agent nor any Lender Subject to the entry of the Final Order, none of the Agents or the Lenders shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to the Administrative Agent, the Issuing Bank, the Swingline any Agent or Lender or the Lenders (or to the Administrative Agent or the Collateral Agent, on behalf of Lendersany Agent or Lender), or the Administrative Agent, the Collateral Agent, the Issuing Bank any Agent or the Lenders enforce Lender enforces any security interests or exercise their rights exercises any right 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 fraudulent, preferential or preferentialat undervalue, set aside and/or required to be repaid to a trustee, receiver or any other party under any Debtor Relief LawLaws, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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 any Agent nor any Lender None of the Agents, the Arrangers or the Lenders shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to the Administrative any Agent, the Issuing Bank, the Swingline any Arranger or any Lender or the Lenders (or to the Administrative Agent or the Collateral Agent, on behalf of Lendersany Agent, any Arranger or any Lender), or the Administrative any Agent, the Collateral Agent, the Issuing Bank any Arranger or the Lenders enforce any Lender enforces any security interests or exercise their rights exercises any right 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 Debtor Relief Law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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 any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Loan Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Loan Party makes a payment or payments to the Administrative Agent, the Issuing Bank, the Swingline Swing Line Lender or the Lenders (or to the Administrative Agent, on behalf of Lenders), or the Administrative 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 Debtor Relief Law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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 any Agent nor any Lender None of the Agents, the Arranger or the Lenders shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to the Administrative any Agent, the Issuing Bank, the Swingline Arranger or any Lender or the Lenders (or to the Administrative Agent or the Collateral Agent, on behalf of Lendersany Agent, the Arranger or any Lender), or the Administrative any Agent, the Collateral Agent, the Issuing Bank Arranger or the 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 Debtor Relief Lawbankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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 any None of the Agent, the Collateral Agent nor or any Lender shall be under any obligation to marshal any assets in favor of any Credit Party the Borrower or any other Person party or against or in payment of any or all of the Obligations. To the extent that any Credit Party the Borrower makes a payment or payments to the Administrative Agent, the Issuing Bank, the Swingline Lender Agent or the Lenders Collateral Agent (or to the Administrative AgentAgent for the benefit of the Lenders, on behalf or to the Collateral Agent for the benefit of Lendersthe Protected Parties), or the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Lenders enforce Agent enforces any security interests or exercise their exercises its rights of setoffset-off, and such payment or payments or the proceeds of such enforcement or setoff set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any Debtor Relief Lawbankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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 any Agent nor any Lender None of the Agents, the Arrangers or the Lenders shall be under any obligation to marshal any assets in favor of the Company or any other Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that the Company or any other Credit Party makes a payment or payments to the Administrative any Agent, the Issuing Bank, the Swingline Arranger or Lender or the Lenders (or to the Administrative Agent or the Collateral Agent, on behalf of Lendersany Agent or Lender), or the Administrative any Agent, the Collateral Agent, the Issuing Bank Arranger or the 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 Debtor Relief Lawbankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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 any the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to the Administrative Agent, the Issuing Bank, the Swingline Lender or the Lenders (or to the Administrative Agent, on behalf of Lenders), or the Administrative 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 Debtor Relief Law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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.. 124

Marshalling; Payments Set Aside. Neither any Agent nor any Lender None of the Agents, the Arrangers or the Lenders shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to the Administrative any Agent, the Issuing Bank, the Swingline any Arranger or any Lender or the Lenders (or to the Administrative Agent, on behalf of Lendersany Agent, any Arranger or any Lender), or the Administrative any Agent, the Collateral Agent, the Issuing Bank any Arranger or the Lenders enforce any Lender enforces any security interests or exercise their rights exercises any right 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 Debtor Relief Law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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 any the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to the Administrative Agent, the Issuing BankBanks, the Swingline Lender or the Lenders (or to the Administrative Agent, on behalf of Lenders), or the Administrative 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 Debtor Relief Law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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 any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to the Administrative Agent, the Issuing BankBanks, the Swingline Lender or the Lenders (or to the Administrative Agent, on behalf of Lenders), or the Administrative Agent, the Collateral Agent, the Issuing Bank 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 Debtor Relief Law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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.. Section 11.10

Marshalling; Payments Set Aside. Neither any None of the Agent, the Collateral Agent nor or any Lender shall be under any obligation to marshal any assets in favor of any Credit Party the Borrower or any other Person party or against or in payment of any or all of the Obligations. To the extent that any Credit Party the Borrower makes a payment or payments to the Administrative Agent, the Issuing Bank, the Swingline Lender Agent or the Lenders Collateral Agent (or to the Administrative Agent, on behalf Agent for the benefit of Lendersthe Lenders or the Collateral Agent for the benefit of the Protected Parties), or the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Lenders enforce Agent enforces any security interests or exercise their exercises its rights of setoffset-off, and such payment or payments or the proceeds of such enforcement or setoff set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any Debtor Relief Lawbankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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.. 747656567 17557858 143 Fifth Amended and Restated Warehouse Loan Agreement

Marshalling; Payments Set Aside. Neither any Agent nor any Lender None of the Agents, the Arrangers or the Lenders shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to the Administrative any Agent, the Issuing Bank, the Swingline any Arranger or any Lender or the Lenders (or to the Administrative Agent or the Collateral Agent, on behalf of Lendersany Agent, any Arranger or any Lender), or the Administrative any Agent, the Collateral Agent, the Issuing Bank any Arranger or the 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 Debtor Relief Lawbankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies therefor or related thereto, shall be revived and continued in full force 168 [[NYCORP:3374084v15:3156W: 11/13/2012--12:30 p]] 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 any Lender None of the Agents, the Arranger or the Lenders shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to the Administrative any Agent, the Issuing Bank, the Swingline Arranger or any Lender or the Lenders (or to the Administrative Agent or the Collateral Agent, on behalf of Lendersany Agent, the Arranger or any Lender), or the Administrative any Agent, the Collateral Agent, the Issuing Bank Arranger or the Lenders enforce any Lender enforces any security interests or exercise their rights exercises any right of ​ 209 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 Debtor Relief Lawbankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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 any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Loan Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Loan Party makes a payment or payments to the Administrative Agent, the Issuing Bank, the Swingline Swing Line Lender or the Lenders (or to the Administrative Agent, on behalf of Lenders), or the Administrative 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 Debtor Relief Law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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.. CHAR1\1982293v2

Marshalling; Payments Set Aside. Neither any Agent nor any Lender Subject to the entry of the DIP Order, none of the Agents or the Lenders shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to the Administrative Agent, the Issuing Bank, the Swingline any Agent or Lender or the Lenders (or to the Administrative Agent or the Collateral Agent, on behalf of Lendersany Agent or Lender), or the Administrative Agent, the Collateral Agent, the Issuing Bank any Agent or the Lenders enforce Lender enforces any security interests or exercise their rights exercises any right 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 fraudulent, preferential or preferentialat undervalue, set aside and/or required to be repaid to a trustee, receiver or any other party under any Debtor Relief LawLaws, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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 any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to the Administrative Agent, the Issuing BankBanks, the Swingline Lender or the Lenders (or to the Administrative Agent, on behalf of Lenders), or the Administrative Agent, the Collateral Agent, the Issuing Bank 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 Debtor Relief Law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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.. 122

Marshalling; Payments Set Aside. Neither any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to the Administrative 119 Agent, the Issuing Bank, the Swingline Lender or the Lenders (or to the Administrative Agent, on behalf of Lenders), or the Administrative 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 Debtor Relief Law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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 any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to the Administrative Agent, the Issuing BankBanks, the Swingline Lender Lenders or the Lenders (or to the Administrative Agent, on behalf of Lenders), or the Administrative Agent, the Collateral Agent, the Issuing Bank 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 Debtor Relief Law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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 any the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party the Borrower or any other Person or against or in payment of any or all of the Obligations. To the extent that the Borrower makes any Credit Party makes a payment or payments to the Administrative Agent, Lenders, or the Issuing Bank, the Swingline Lender or the Lenders (or to the Administrative Agent, on behalf Agent for the benefit of LendersLenders or the Issuing Lender), or the Administrative Agent, the Collateral Agent, Lenders or the Issuing Bank or the Lenders 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 <PAGE> preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any Debtor Relief Lawbankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation Obligations 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 any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party Borrower or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party Borrower makes a payment or payments to the Administrative Agent, the Issuing BankBanks, the Swingline Lender or the Lenders (or to the Administrative Agent, on behalf of Lenders), or the Administrative Agent, the Collateral Agent, the Issuing Bank 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 Debtor Relief Law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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 any Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to the Administrative Agent, the Issuing BankBanks, the Swingline Lender or the Lenders (or to the Administrative Agent, on behalf of Lenders), or the Administrative Agent, the Collateral Agent, the Issuing Bank 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 Debtor Relief Law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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.. 106

Marshalling; Payments Set Aside. Neither any Agent nor any Lender None of the Agents, the Arrangers or the Lenders shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to the Administrative any Agent, the Issuing Bank, the Swingline Arranger or Lender or the Lenders (or to the Administrative Agent or the Collateral Agent, on behalf of Lendersany Agent, Arranger or Lender), or the Administrative any Agent, the Collateral Agent, the Issuing Bank Arranger or the Lenders enforce Lender enforces any security interests or exercise their rights exercises any right 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 fraudulent, preferential or preferentialat undervalue, set aside and/or required to be repaid to a trustee, receiver or any other party under any Debtor Relief LawLaws, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, 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 any Agent, Borrowing Base Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that any Credit Party makes a payment or payments to the Administrative Agent, the Issuing Bank, the Swingline Lender or the Lenders (or to the Administrative Agent, on behalf of LendersLenders Issuing Bank,), or the Administrative Agent, the Collateral Agent, the Issuing Bank 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 Debtor Relief Lawbankruptcy law, any other state or federal 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 any None of the Agent, the Collateral Agent nor or any Lender shall be under any obligation to marshal any assets in favor of any Credit Party the Borrower or any other Person party or against or in payment of any or all of the Obligations. To the extent that any Credit Party the Borrower makes a payment or payments to the Administrative Agent, the Issuing Bank, the Swingline Lender Agent or the Lenders Collateral Agent (or to the Administrative Agent, on behalf Agent for the benefit of Lendersthe Lenders or the Collateral Agent for the benefit of the Protected Parties), or the Administrative Agent, Agent or the Collateral Agent, the Issuing Bank or the Lenders enforce Agent enforces any security interests or exercise their exercises its rights of setoffset-off, and such payment or payments or the proceeds of such enforcement or setoff set-off or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party under any Debtor Relief Lawbankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation or part thereof originally intended to be satisfied, and all Liens, rights and remedies Amended and Restated Warehouse Loan Agreement 112 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 any the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Credit Party the Borrower or any other Person or against or in payment of any or all of the Obligations. To the extent that the Borrower makes any Credit Party makes a payment or payments to the Administrative Agent, Lenders, or the Issuing Bank, the Swingline Lender or the Lenders (or to the Administrative Agent, on behalf Agent for the benefit of LendersLenders or the Issuing Lender), or the Administrative Agent, the Collateral Agent, Lenders or the Issuing Bank or the Lenders 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 Debtor Relief Lawbankruptcy law, any other state or federal law, common law or any equitable cause, then, to the extent of such recovery, the obligation Obligations 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.