Indemnity for Dishonored Items Sample Clauses

Indemnity for Dishonored Items. The Borrower acknowledges that the Pay-Out Amount is calculated on the premise that all checks and other instruments delivered by Borrower to the Facility Agent have been or will be honored and paid in full. The Borrower agrees to indemnify and hold the Lender Group harmless from any and all loss, cost, damage or expense (including, but not limited to attorneys' fees) which the Lender Group may suffer or incur at any time as a result of any non-payment, claim, refund or dishonor of any checks or other similar items which have been credited by the Facility Agent to the account of the Borrower, together with any expenses or other charges incident thereto. Notwithstanding anything to the contrary contained herein, the Facility Agent reserves all of its right in and to any checks or similar instruments for payment of money heretofore received by the Facility Agent in connection with the Facility Agent's arrangements with the Borrower, and all of its rights to any money due or to become due under said checks or similar instruments and/or all of the Facility Agent's claims thereon. Notwithstanding anything to the contrary contained herein, in the event any payment made to, or other amount or value received by the Facility Agent from or for the account of the Borrower is avoided, rescinded, set aside or must otherwise be returned or repaid by the Facility Agent or any of the Lenders whether in any bankruptcy, reorganization, insolvency or similar proceeding involving the Borrower or otherwise, the indebtedness intended to be repaid thereby shall be reinstated (without further action by any party) and shall be enforceable against the Borrower. In such event, the Borrower shall be and remain liable to the Facility Agent and the Lenders for the amount so repaid or recovered to the same extent as if such amount had never originally been received by the Facility Agent and if Borrower fails or refuses to pay Facility Agent for any amounts repaid by or recovered from the Facility Agent, all liens shall automatically attach to all of the real and personal property of Borrower with the same lien priority that such liens would have enjoyed if Facility Agent had not released its liens. Borrower shall perform all acts reasonably required by Facility Agent to accomplish such results.