Common use of Marshaling; Payments Set Aside Clause in Contracts

Marshaling; Payments Set Aside. Neither Agent nor any Lender shall be under any obligation to marshal any assets in favor of Borrower or any other Person or against or in payment of any or all of the Obligations. To the extent that Borrower makes a payment or payments to Agent or any Lender, or Agent or any Lender enforces its Liens or exercises its 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 Agent or any Lender in its discretion) to be repaid to a trustee, receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff had not occurred and (b) each Lender severally agrees to pay to Agent upon demand its ratable share of the total amount so recovered from or repaid by Agent to the extent paid to such Lender.

Marshaling; Payments Set Aside. Neither Agent nor any Lender shall be under any obligation to marshal any assets in favor of Borrower or any other Person or against or in payment of any or all of the Obligations. To the extent that Borrower makes a payment or payments to Agent or any Lender, or Agent or any Lender enforces its Liens or exercises its 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 Agent or any Lender in its discretion) to be repaid to a trustee, receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff had not occurred and (b) each Lender severally agrees to pay to Agent upon demand its ratable share of the total amount so recovered from or repaid by Agent to the extent paid to such Lender.

Marshaling; Payments Set Aside. Neither Agent nor any Lender shall be under any obligation to marshal any assets in favor of Borrower or any other Person or against or in payment of any or all of the Obligations. To the extent that Borrower makes a payment or payments to Agent or any Lender, or Agent or any Lender enforces its Liens or exercises its 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 Agent or any Lender in its discretion) to be repaid to a trustee, receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff set-off had not occurred and (b) each Lender severally agrees to pay to Agent upon demand its ratable share of the total amount so recovered from or repaid by Agent to the extent paid to such Lender.

Marshaling; Payments Set Aside. Neither of the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of Borrower any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent or any Lenderthe Lenders (or to the Administrative Agent on behalf of the Lenders), or the Administrative Agent or any Lender enforces its Liens any security interests or exercises its rights any right of set-off, 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 any such Lender in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any bankruptcy, insolvency or similar proceeding, Insolvency Proceeding or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, recovery the obligation hereunder 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 setoff set-off had not occurred and (b) 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 Agent to the extent paid to such LenderAdministrative Agent.

Marshaling; Payments Set Aside. Neither Agent nor any Lender shall be under any obligation to marshal any assets in favor of any Borrower or any other Person or against or in payment of any or all of the Obligations. To the extent that any Borrower makes a payment or payments to Agent or any Lender, or Agent or any Lender enforces its Liens or exercises its 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 Agent or any Lender in its discretion) to be repaid to a trustee, receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff had not occurred and (b) each Lender severally agrees to pay to Agent upon demand its ratable share of the total amount so recovered from or repaid by Agent to the extent paid to such Lender.

Marshaling; Payments Set Aside. Neither Agent nor any the Lender shall be under any obligation to marshal any assets in favor of Borrower or any other Person or against or in payment of any or all of the Obligations. To the extent that Borrower makes a payment or payments to Agent or any the Lender, or Agent or any the Lender enforces its Liens or exercises its 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 Agent or any the Lender in its discretion) to be repaid to a trustee, receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff had not occurred and (b) each the Lender severally agrees to pay to Agent upon demand its ratable share of the total amount so recovered from or repaid by Agent to the extent paid to such Lender.

Marshaling; Payments Set Aside. Neither the Agent nor any the Lender shall be under any obligation to marshal any assets in favor of the Borrower or any other Person or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Agent or any the Lender, or the Agent or any the Lender enforces its Liens or exercises its 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 Agent or any the Lender in its discretion) to be repaid to a trustee, receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff had not occurred and (b) each the Lender severally agrees to pay to the Agent upon demand its ratable share of the total amount so recovered from or repaid by the Agent to the extent paid to such Lender.

Marshaling; Payments Set Aside. Neither the Collateral Agent nor any Lender the Holder shall be under any obligation to marshal any assets in favor of Borrower the Company or any other Person or against or in payment of any or all of the Obligations. To the extent that Borrower the Company makes a payment or payments to Agent or any Lenderthe Collateral Agent, or the Collateral Agent or any Lender enforces its Liens or exercises its 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 Collateral Agent or any Lender in its discretion) to be repaid to a trustee, receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (ai) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff set-off had not occurred and (bii) each Lender severally the Holder agrees to pay to the Collateral Agent upon demand its ratable share of the total amount so recovered from or repaid by the Collateral Agent to the extent paid to such Lenderthe Holder.

Marshaling; Payments Set Aside. Neither None of the Administrative Agent nor or any Lender shall be under any obligation to marshal any assets in favor of Borrower the Loan Parties or any other Person party 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 makes a payment or payments is made to any Agent or any Lender, or any Agent or any Lender enforces its Liens or exercises its rights right of set-offsetoff pursuant to Section 10.09, 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 such Agent or any such Lender in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any bankruptcy, insolvency or similar proceeding, proceeding under any Debtor Relief Law or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff had not occurred occurred, and (b) 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 Agent any Agent, plus interest thereon from the date of such demand to the extent paid date such payment is made at a rate per annum equal to such Lenderthe Federal Funds Rate from time to time in effect.

Marshaling; Payments Set Aside. Neither Agent nor any Lender shall be under any obligation to marshal any assets in favor of Borrower any Loan Party or any other Person or against or in payment of any or all of the Obligations. To the extent that Borrower any Loan Party makes a payment or payments to Agent or any Lender, or Agent or any Lender enforces its Liens or exercises its 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 Agent or any Lender in its discretion) to be repaid to a trustee, receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff had not occurred and (b) each Lender severally agrees to pay to Agent upon demand its ratable share of the total amount so recovered from or repaid by Agent to the extent paid to such Lender.

Marshaling; Payments Set Aside. Neither None of the Administrative Agent, the Priority Revolving Agent nor or any Lender shall be under any obligation to marshal any assets in favor of Borrower the Loan Parties or any other Person party 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 makes a payment or payments is made to any Agent or any Lender, or any Agent or any Lender enforces its Liens or exercises its rights 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 such Agent or any such Lender in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any bankruptcy, insolvency or similar proceeding, proceeding under any Debtor Relief Law or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff had not occurred and (b) 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 Agent any Agent, plus interest thereon from the date of such demand to the extent paid date such payment is made at a rate per annum equal to such Lenderthe Overnight Rate from time to time in effect.

Marshaling; Payments Set Aside. Neither the Agent nor any the Lender shall be under any obligation to marshal any assets in favor of Borrower any Loan Party or any other Person or against or in payment of any or all of the Obligations. To the extent that the Borrower or any other Loan Party makes a payment or payments to the Agent or any the Lender, or the Agent or any the Lender enforces its Liens or exercises its 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 Agent or any the Lender in its discretion) to be repaid to a trustee, receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff set-off had not occurred and (b) each the Lender severally agrees to pay to the Agent upon demand its ratable share of the total amount so recovered from or repaid by the Agent to the extent paid to such Lender.

Marshaling; Payments Set Aside. Neither None of the Administrative Agent nor or any Lender shall be under any obligation to marshal any assets in favor of Borrower the Loan Parties or any other Person party or against or in payment of any or all of the Obligations. To the extent that any payment by or on behalf of the Parent Borrower makes a payment or payments the Co-Borrower is made to any Agent or any Lender, or any Agent or any Lender enforces its Liens or exercises its rights 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 such Agent or any such Lender in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any bankruptcy, insolvency or similar proceeding, proceeding under any Debtor Relief Law or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff had not occurred occurred, and (b) 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 Agent any Agent, plus interest thereon from the date of such demand to the extent paid date such payment is made at a rate per annum equal to such Lenderthe applicable Overnight Rate from time to time in effect.

Marshaling; Payments Set Aside. Neither Agent nor None of the Administrative Agent, any Lender Lender, or any Issuer shall be under any obligation to marshal any assets in favor of Borrower the Loan Parties or any other Person party 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 makes a payment or payments is made to any Agent or any Lender, or any Agent or any Lender enforces its Liens or exercises its rights 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 such Agent or any such Lender in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any bankruptcy, insolvency or similar proceeding, proceeding under any Debtor Relief Law or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff set-off had not occurred occurred, and (b) 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 Agent the Administrative Agent, plus interest thereon from the date of such demand to the extent paid date such payment is made at a rate per annum equal to such Lenderthe applicable Overnight Rate from time to time in effect.

Marshaling; Payments Set Aside. Neither the Agent nor any Lender shall be under any obligation to marshal any assets in favor of the Borrower or any other Person or against or in payment of any or all of the Obligationsobligations hereunder. To the extent that the Borrower makes a payment or payments to the Agent or any Lender, or the Agent or any Lender enforces its Liens or exercises its 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 Agent or any Lender in its discretion) to be repaid to a trustee, receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff had not occurred and (b) each Lender severally agrees to pay to the Agent upon demand its ratable share of the total amount so recovered from or repaid by the Agent to the extent paid to such Lender.

Marshaling; Payments Set Aside. Neither the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of Borrower any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent or any Lenderthe Lenders (or to the Administrative Agent, on behalf of Lenders), or any Administrative Agent or any Lender enforces its Liens any security interests or exercises its rights any right of set-off, 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 any such Lender in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any bankruptcy, insolvency or similar proceeding, Insolvency Proceeding or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, recovery the obligation hereunder 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 setoff set-off had not occurred and (b) 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 Agent to the extent paid to such LenderAdministrative Agent.

Marshaling; Payments Set Aside. Neither Agent nor any Lender Purchaser shall be under any obligation to marshal any assets in favor of Borrower the Companies or any other Person or against or in payment of any or all of the Obligations. To the extent that Borrower makes the Companies make a payment or payments to Agent or any LenderPurchaser, or Agent or any Lender Purchaser enforces its Liens or exercises its 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 Agent or any Lender Purchaser in its discretion) to be repaid to a trustee, receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff had not occurred and (b) each Lender Purchaser severally agrees to pay to Agent upon demand its ratable share of the total amount so recovered from or repaid by Agent to the extent paid to such LenderPurchaser.

Marshaling; Payments Set Aside. Neither Agent nor None of the Administrative Agent, the Collateral Agent, any Lender shall be under any obligation to marshal any assets in favor of Borrower the Loan Parties or any other Person party 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 makes a payment or payments is made to any Agent or any Lender, or any Agent or any Lender enforces its Liens or exercises its rights 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 such Agent or any such Lender in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any bankruptcy, insolvency or similar proceeding, proceeding under any Debtor Relief Law or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff set-off had not occurred occurred, and (b) 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 Agent any Agent, plus interest thereon from the date of such demand to the extent paid date such payment is made at a rate per annum equal to such Lenderthe applicable Overnight Rate from time to time in effect.

Marshaling; Payments Set Aside. Neither None of Agent nor any Lender or Lenders shall be under any obligation to marshal any assets in favor of Borrower or any other Person Obligor or against or in payment of any or all of the Obligations. To the extent that Borrower makes a any payment by or payments on behalf of the Borrowers or from the proceeds of Collateral is made to Agent Agent, Issuing Bank or any Lender, or Agent Agent, Issuing Bank or any Lender enforces its Liens or exercises its rights right of set-offsetoff under Section 11.4, 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 Agent Agent, Issuing Bank or any such Lender in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any bankruptcy, insolvency or similar proceeding, proceeding under any Debtor Relief Law or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff had not occurred occurred, and (b) each Lender and Issuing Bank severally agrees to pay to Agent upon demand its ratable applicable share (without duplication) of the total any amount so recovered from or repaid by Agent Agent, plus interest thereon from the date of such demand to the extent paid date such payment is made at a rate per annum equal to such Lenderthe Federal Funds Rate from time to time in effect.

Marshaling; Payments Set Aside. Neither None of Agent nor any Lender or Lenders shall be under any obligation to marshal any assets in favor of Borrower or any other Person Obligor or against or in payment of any or all of the Obligations. To the extent that Borrower makes a any payment by or payments on behalf of Borrowers or from the proceeds of Collateral is made to Agent Agent, Issuing Bank or any Lender, or Agent Agent, Issuing Bank or any Lender enforces its Liens or exercises its rights right of set-offsetoff under Section 10.4, 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 Agent Agent, Issuing Bank or any such Lender in its discretiondiscretion during an Event of Default or otherwise with Borrower Agent’s prior written consent) to be repaid to a trustee, receiver or any other party party, in connection with any bankruptcy, insolvency or similar proceeding, Insolvency Proceeding or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder Obligation or part thereof originally intended to be satisfied satisfied, and all Liens and rights and remedies relating thereto, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred occurred, and (b) each Lender and Issuing Bank severally agrees to pay to Agent upon demand its ratable applicable share (without duplication) of the total any amount so recovered from or repaid by Agent Agent, plus interest thereon from the date of such demand to the extent paid date such payment is made at a rate per annum equal to such Lenderthe Federal Funds Rate from time to time in effect.

Marshaling; Payments Set Aside. Neither None of Agent nor any Lender or Lenders shall be under any obligation to marshal any assets in favor of Borrower or any other Person Obligor or against or in payment of any or all of the Obligations. To the extent that Borrower makes a any payment by or payments on behalf of Borrowers or from the proceeds of Collateral is made to Agent Agent, Issuing Bank or any Lender, or Agent Agent, Issuing Bank or any Lender enforces its Liens or exercises its rights right of set-offsetoff under Section 10.4, 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 Agent Agent, Issuing Bank or any such Lender in its discretiondiscretion during an Event of Default or otherwise with Borrower Agent's prior written consent) to be repaid to a trustee, receiver or any other party party, in connection with any bankruptcy, insolvency or similar proceeding, Insolvency Proceeding or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder Obligation or part thereof originally intended to be satisfied satisfied, and all Liens and rights and remedies relating thereto, shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred occurred, and (b) each Lender and Issuing Bank severally agrees to pay to Agent upon demand its ratable applicable share (without duplication) of the total any amount so recovered from or repaid by Agent Agent, plus interest thereon from the date of such demand to the extent paid date such payment is made at a rate per annum equal to such Lenderthe Federal Funds Rate from time to time in effect.

Marshaling; Payments Set Aside. Neither Agent nor any Lender shall be under any obligation to marshal any assets in favor of Borrower or any other Person or against or in payment of any or all of the Obligations. To the extent that Borrower makes a payment or payments to Agent or any Lender, or Agent or any Lender enforces its Liens or exercises its rights of set-offset‑off, and such payment or payments or the proceeds of such enforcement or set-off 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 Agent or any Lender in its discretion) to be repaid to a trustee, receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff had not occurred and (b) each Lender severally agrees to pay to Agent upon demand its ratable share of the total amount so recovered from or repaid by Agent to the extent paid to such Lender.

Marshaling; Payments Set Aside. Neither None of Agent nor any Lender or Lenders shall be under any obligation to marshal any assets in favor of Borrower or any other Person Obligor or against or in payment of any or all of the Obligations. To the extent that Borrower makes a any payment by or payments on behalf of the Borrowers or from the proceeds of Collateral is made to Agent Agent, Issuing Bank or any Lender, or Agent Agent, Issuing Bank or any Lender enforces its Liens or exercises its rights right of set-offsetoff under Section 11.4, 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 Agent Agent, Issuing Bank or any such Lender in its discretiondiscretion during an Event of Default or otherwise with Borrower Agent’s prior written consent) to be repaid to a trustee, receiver or any other party party, in connection with any bankruptcy, insolvency or similar proceeding, proceeding under any Debtor Relief Law or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff had not occurred occurred, and (b) each Lender and Issuing Bank severally agrees to pay to Agent upon demand its ratable applicable share (without duplication) of the total any amount so recovered from or repaid by Agent Agent, plus interest thereon from the date of such demand to the extent paid date such payment is made at a rate per annum equal to such Lenderthe Federal Funds Rate from time to time in effect.

Marshaling; Payments Set Aside. Neither None of the Administrative Agent nor or any Lender shall be under any obligation to marshal any assets in favor of Borrower the Loan Parties or any other Person party 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 makes a payment or payments is made to any Agent or any Lender, or any Agent or any Lender enforces its Liens or exercises its rights right of set-offsetoff pursuant to Section 10.09, 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 such Agent or any such Lender in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any bankruptcy, insolvency or similar proceeding, proceeding under any Debtor Relief Law or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff had not occurred occurred, and (b) 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 Agent 190 any Agent, plus interest thereon from the date of such demand to the extent paid date such payment is made at a rate per annum equal to such Lenderthe Federal Funds Rate from time to time in effect.

Marshaling; Payments Set Aside. Neither Second Lien Agent nor any Lender shall be under any obligation to marshal any assets in favor of Borrower or any other Person or against or in payment of any or all of the Obligations. To the extent that Borrower makes a payment or payments to Second Lien Agent or any Lender, or Second Lien Agent or any Lender enforces its Liens or exercises its 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 Second Lien Agent or any Lender in its discretion) to be repaid to a trustee, receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff had not occurred and (b) each Lender severally agrees to pay to Second Lien Agent upon demand its ratable share of the total amount so recovered from or repaid by Second Lien Agent to the extent paid to such Lender.

Marshaling; Payments Set Aside. Neither Agent nor any Lender shall be under any obligation to marshal any assets in favor of Borrower or any other Person or against or in payment of any or all of the Obligations. To the extent that Borrower makes a payment or payments to Agent or any Lender, or Agent or any Lender enforces its Liens or exercises its 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 Agent or any Lender in its discretion) to be repaid to a trustee, receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff set-off had not occurred and (b) each Lender severally agrees to pay to Agent upon demand its ratable share of the total amount so recovered from or repaid by Agent to the extent paid to such Lender.. [Biolase] Credit Agreement #61304369

Marshaling; Payments Set Aside. Neither the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of Borrower any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that Borrower makes the Borrowers make a payment or payments to the Administrative Agent or any Lenderthe Lenders (or to the Administrative Agent, on behalf of Lenders), or any Administrative Agent or any Lender enforces its Liens any security interests or exercises its rights any right of set-off, 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 any such Lender in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any bankruptcy, insolvency or similar proceeding, Insolvency Proceeding or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, recovery the obligation hereunder 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 setoff set-off had not occurred and (b) 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 Agent to the extent paid to such LenderAdministrative Agent.

Marshaling; Payments Set Aside. Neither Agent nor any Lender shall be under any obligation to marshal any assets in favor of Borrower or any other Person or against or in payment of any - 56 - or all of the ObligationsObligations hereunder. To the extent that Borrower makes a payment or payments to Agent or any Lender, or Agent or any Lender enforces its Liens or exercises its 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 Agent or any Lender in its discretion) to be repaid to a trustee, receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff had not occurred and (b) each Lender severally agrees to pay to Agent upon demand its ratable share of the total amount so recovered from or repaid by Agent to the extent paid to such LenderAgent.

Marshaling; Payments Set Aside. Neither the Agent nor any Lender shall be under any obligation to marshal any assets in favor of Borrower any Loan Party or any other Person or against or in payment of any or all of the Obligations. To the extent that the Borrower or any other Loan Party makes a payment or payments to the Agent or any Lender, or the Agent or any Lender enforces its Liens or exercises its 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 Agent or any such Lender in its discretion) to be repaid to a trustee, receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff set-off had not occurred and (b) each Lender severally agrees to pay to the Agent upon demand its ratable share of the total amount so recovered from or repaid by the Agent to the extent paid to such Lender.

Marshaling; Payments Set Aside. Neither the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of Borrower any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent or any Lenderthe Lenders (or to the Administrative Agent, on behalf of Lenders), or any Administrative Agent or any Lender enforces its Liens any security interests or exercises its rights any right of set-offset‑off, 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 any such Lender in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any bankruptcy, insolvency or similar proceeding, Insolvency Proceeding or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, recovery the obligation hereunder 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 setoff set-off had not occurred and (b) 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 Agent to the extent paid to such LenderAdministrative Agent.

Marshaling; Payments Set Aside. Neither None of the Administrative Agent, the Priority Revolving Agent nor or any Lender shall be under any obligation to marshal any assets in favor of Borrower the Loan Parties or any other Person party 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 makes a payment or payments is made to any Agent or any Lender, or any Agent or any Lender enforces its Liens or exercises its rights 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 such Agent or any such Lender in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any bankruptcy, insolvency or similar proceeding, proceeding under any Debtor Relief Law or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff had not occurred and (b) 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 Agent any Agent, plus interest thereon from the date of such demand to the extent paid date such payment is made at a rate per annum equal to such Lender.the Overnight Rate from time to time in effect. 274

Marshaling; Payments Set Aside. Neither None of the Administrative Agent, the Priority Revolving Agent nor or any Lender shall be under any obligation to marshal any assets in favor of Borrower the Loan Parties or any other Person party 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 makes a payment or payments is made to any Agent or any Lender, or any Agent or any Lender enforces its Liens or exercises its rights 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 such Agent or any such Lender in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any bankruptcy, insolvency or similar proceeding, proceeding under any Debtor Relief Law or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff had not occurred and (b) 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 Agent any Agent, plus interest thereon from the date of such demand to the extent paid date such payment is made at a rate per annum equal to such Lender.the Overnight Rate from time to time in effect. 279

Marshaling; Payments Set Aside. Neither the Agent nor any the Lender shall be under any obligation to marshal any assets in favor of Borrower the Borrowers or any other Person or against or in payment of any or all of the Obligations. To the extent that either Borrower or any other Loan Party makes a payment or payments to the Agent or any the Lender, or the Agent or any the Lender enforces its Liens or exercises its 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 Agent or any the Lender in its discretion) to be repaid to a trustee, receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff had not occurred and (b) each the Lender severally agrees to pay to the Agent upon demand its ratable share of the total amount so recovered from or repaid by the Agent to the extent paid to such Lender.

Marshaling; Payments Set Aside. Neither Agent nor any Lender Purchaser shall be under any obligation to marshal any assets in favor of Borrower the Note Parties or any other Person or against or in payment of any or all of the Obligations. To the extent that Borrower makes the Note Parties make a payment or payments to Agent or any LenderPurchaser, or Agent or any Lender Purchaser enforces its Liens or exercises its 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 Agent or any Lender Purchaser in its discretion) to be repaid to a trustee, receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff had not occurred and (b) each Lender Purchaser severally agrees to pay to Agent upon demand its ratable share of the total amount so recovered from or repaid by Agent to the extent paid to such LenderPurchaser.

Marshaling; Payments Set Aside. Neither Agent nor any Lender shall be under any obligation to marshal any assets in favor of Borrower or any other Person or against or in payment of any or all of the ObligationsObligations hereunder. To the extent that Borrower makes a payment or payments to Agent or any Lender, or Agent or any Lender enforces its Liens or exercises its 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 Agent or any Lender in its discretion) to be repaid to a trustee, receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff had not occurred and (b) each Lender severally agrees to pay to Agent upon demand its ratable share of the total amount so recovered from or repaid by Agent to the extent paid to such LenderAgent.

Marshaling; Payments Set Aside. Neither of the Administrative Agent nor any Lender shall be under any obligation to marshal any assets in favor of Borrower any Credit Party or any other Person or against or in payment of any or all of the Obligations. To the extent that the Borrower makes a payment or payments to the Administrative Agent or any Lenderthe Lenders (or to the Administrative Agent on behalf of the Lenders), or the Administrative Agent or any Lender enforces its Liens any 113 security interests or exercises its rights any right of set-off, 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 any such Lender in its discretion) to be repaid to a trustee, receiver or any other party party, in connection with any bankruptcy, insolvency or similar proceeding, Insolvency Proceeding or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, recovery the obligation hereunder 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 setoff set-off had not occurred and (b) 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 Agent to the extent paid to such LenderAdministrative Agent.

Marshaling; Payments Set Aside. Neither Agent nor any Lender shall be under any obligation to marshal any assets in favor of Borrower or any other Person or against or in payment of any or all of the ObligationsObligations hereunder. To the extent that Borrower makes a payment or payments to Agent or any Lender, or Agent or any Lender enforces its Liens or exercises its 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 Agent or any Lender in its discretion) to be repaid to a trustee, receiver or any other party in connection with any bankruptcy, insolvency or similar proceeding, or otherwise, then (a) to the fullest extent permitted by applicable law, to the extent of such recovery, the obligation hereunder 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 setoff had not occurred and (b) each Lender severally agrees to pay to Agent upon demand its ratable share of the total amount so recovered from or repaid by Agent to the extent paid to such Lender.