Common use of Indemnity for Returned Payments Clause in Contracts

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, shall be liable to pay to the Agent and/or the Lenders, and such Borrower hereby indemnifies the Agent and/or the Lenders and holds the Agent and/or the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Administrative Agent, any Lender, the Bank or any Lender Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent Administrative Agent, such Lender, the Bank or such Lender and Affiliate of the Domestic Borrower, the Canadian Borrower, or UK BorrowerBank, as the case may be, and the applicable Borrower or Borrowers shall be liable to pay to the Agent and/or Administrative Agent, the Lenders, the Bank and such Borrower any Affiliate of the Bank, and hereby indemnifies does indemnify the Agent and/or Administrative Agent, the Lenders Lenders, the Bank and holds any Affiliate of the Agent and/or Bank and hold the Lenders Administrative Agent, the Lenders, the Bank and any Affiliate of the Bank harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent Administrative Agent, any Lender, the Bank or any Lender Affiliate of the Bank in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s, the Lenders’, the Bank’s and the Lendersits Affiliates’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.9 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Administrative Agent, any Lender, the Bank or any Lender Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrower shall be liable to pay to the Administrative Agent and/or and the Lenders, and such Borrower hereby indemnifies does indemnify the Administrative Agent and/or and the Lenders and holds hold the Administrative Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.9 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Agent, any Lender, the Bank or any Lender Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Agent and/or and the Lenders, and such Borrower hereby indemnifies do indemnify the Agent and/or and the Lenders and holds hold the Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.8 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.8 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Agent, any Lender, the Bank or any Affiliate of the Bank or a Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrower shall be liable to pay to the Agent and/or and the Lenders, and such Borrower hereby indemnifies does indemnify the Agent and/or and the Lenders and holds hold the Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.10 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.10 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is of, or Proceeds applied to the payment of of, all or any part of the Obligations, the Agent or any Lender is for any reason compelled required to surrender such payment or proceeds Proceeds to any Person Person, because such payment or application of proceeds Proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then then: the Obligations or the part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds Proceeds had not been received by the Agent or such Lender Lender, and the Domestic Borrowerwithin 30 days after demand therefor, the Canadian BorrowerBorrower shall indemnify such Person and hold such Person harmless, or UK Borrower, as the case may be, shall be liable to pay to the Agent and/or the Lenders, from and such Borrower hereby indemnifies the Agent and/or the Lenders and holds the Agent and/or the Lenders harmless for against the amount of such payment or proceeds Proceeds surrendered. The Agent shall reflect the surrender of such payment or Proceeds, and any subsequent payment by the Borrower to such Lender pursuant to this Section 4.7, in the applicable loan account. The provisions of this Section 2.20 4.7 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any such Lender in reliance upon such payment or application of proceedsProceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ such Lender's rights under this Agreement the Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds Proceeds having become final and irrevocable. The provisions of this Section 2.20 4.7 shall survive the termination of this AgreementAgreement and the final and full payment and performance of the Obligations.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be jointly and severally liable to pay to the Administrative Agent and/or and the Lenders, and such Borrower the Borrowers hereby indemnifies jointly and severally indemnify the Administrative Agent and/or and the Lenders and holds the Administrative Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 2.18 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 2.18 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrower shall be liable to pay to the Agent and/or the Lenderssuch Lender, and such Borrower hereby indemnifies the Agent and/or the Lenders does indemnify each Lender and holds the Agent and/or the Lenders hold each Lender harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 8.14 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceedspayment, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 8.14 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Agent, any Lender, the Bank or any Lender Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Agent and/or and the Lenders, and such Borrower hereby indemnifies does indemnify the Agent and/or and the Lenders and holds hold the Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 SECTION 3.8 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 SECTION 3.8 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, or any Affiliate of the Agent or any a Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Agent and/or and the Lenders, and such Borrower hereby indemnifies do indemnify the Agent and/or and the Lenders and holds hold the Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.10 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.10 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or Amended and Restated Credit Agreement – Independence Contract Drilling #33621191 proceeds had not been received by the Administrative Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Administrative Agent and/or and the Lenders, and such each Borrower hereby indemnifies the Administrative Agent and/or and the Lenders and holds the Administrative Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is of, or proceeds applied to the payment of of, all or any part of the Obligations, the Collateral Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person Person, because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoffset-off, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Collateral Agent or such Lender Lender, and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, each Borrower shall be liable to pay to the Agent and/or the LendersCollateral Agent, and such Borrower hereby indemnifies does indemnify the Collateral Agent and/or and the Lenders and holds hold the Collateral Agent and/or and the Lenders harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 4.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Collateral Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Collateral Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 4.9 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, any Lender, or any Affiliate of the Agent or any a Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Agent and/or and the Lenders, and such Borrower hereby indemnifies do indemnify the Agent and/or and the Lenders and holds hold the Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 SECTION 3.10 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 SECTION 3.10 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If If, after receipt of any payment which is of, or proceeds applied to the payment of of, all or any part of the ObligationsObligations of a Borrower, the Agent or any Lender is for any reason arising out of or relating to the Loans, the Loan Documents or the relationships of the Agent or any Lender with any Credit Party compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, funds or for any other reason, then the Obligations of such Borrower or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Lender, and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, such Borrower shall be liable to pay to the Agent and/or the LendersAgent, and such Borrower hereby indemnifies does indemnify the Agent and/or and the Lenders and holds hold the Agent and/or and the Lenders harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 4.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 4.9 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Administrative Agent, any Lender, the Bank or any Lender Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Administrative Agent and/or and the Lenders, and such Borrower hereby indemnifies jointly and severally indemnify the Administrative Agent and/or and the Lenders and holds hold the Administrative Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.9 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is of ------------------------------- or Proceeds applied to the payment of all or any part of the Obligations, the Agent or and/or any Lender is for any reason compelled to surrender such payment or proceeds Proceeds to any Person Person, because such payment or application of proceeds Proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, funds or for any other reason, then then: the Obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds Proceeds had not been received by the Agent or such Lender and/or Lenders; and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, applicable Borrower shall be liable to pay to the Agent and/or (for the account of the applicable Lenders, ) and such Borrower hereby indemnifies does indemnify the Agent and/or the and applicable Lenders and holds hold the Agent and/or the and applicable Lenders harmless for for, the amount of such payment or proceeds Proceeds surrendered. The provisions of this Section 2.20 4.4 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender and/or Lenders in reliance upon such payment or application of proceedsProceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ Agent and/or Lenders rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds Proceeds having become final and irrevocable. The provisions of this Section 2.20 4.4 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Agent, any Lender, any Letter of Credit Issuer, or Bank of America or any Lender Affiliate of Bank of America is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender received, and the Domestic BorrowerBorrower shall be liable to pay to the Agent, the Canadian BorrowerLenders, such Letter of Credit Issuer, or UK BorrowerBank of America, as the case may be, shall be liable to pay to and hereby does indemnify the Agent and/or Agent, the Lenders, the Letter of Credit Issuers, and such Borrower hereby indemnifies Bank of America and hold harmless the Agent and/or Agent, the Lenders Lenders, the Letter of Credit Issuers, and holds the Agent and/or the Lenders harmless for Bank of America for, the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.7 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent Agent, any Lender, any Letter of Credit Issuer, or any Lender Bank of America in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and 's, the Lenders’ ', the Letter of Credit Issuers', or Bank of America's rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.7 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the ObligationsLoans, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations Loans or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrower shall be liable to pay to the Administrative Agent and/or and the Lenders, and such Borrower hereby indemnifies does indemnify the Administrative Agent and/or and the Lenders and holds the Administrative Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 2.16 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 2.16 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment or any proceeds of any Collateral which is applied to the payment of all or any part of the Obligations, the Administrative Agent or any Lender Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, setoff or a diversion of trust funds, funds or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender Bank and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Company shall be liable to pay to the Administrative Agent and/or and the LendersBanks, and such Borrower hereby indemnifies the Administrative Agent and/or and the Lenders Banks for and holds agrees to hold the Administrative Agent and/or and the Lenders Banks harmless for from, the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.6 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender Bank in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s 's and the Lenders’ Banks' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.6 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent, the Syndication Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent, the Syndication Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrower shall be liable to pay to the Agent, the Syndication Agent and/or and the Lenders, and such Borrower hereby indemnifies does indemnify the Agent, the Syndication Agent and/or and the Lenders and holds hold the Agent, the Syndication Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 4.7 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent, the Syndication Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's, the Syndication Agent's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 4.7 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be jointly and severally liable to pay to the Administrative Agent and/or and the Lenders, and such Borrower the Borrowers hereby indemnifies jointly and severally indemnify the Administrative Agent and/or and the Lenders and holds the Administrative Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 2.21 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 2.21 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Agent, any Lender, the Bank or any Lender Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrower shall be liable to pay to the Agent and/or and the Lenders, and such Borrower hereby indemnifies does indemnify the Agent and/or and the Lenders and holds hold the Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.9 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which that is applied to the payment of all or any part of the ObligationsObligations under the Loan Documents, the Agent or any Lender Credit Provider is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations under the Loan Documents or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Credit Provider and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Agent and/or for the Lendersbenefit of the Credit Providers, and such each Borrower hereby indemnifies the Agent and/or the Lenders Credit Providers and holds the Agent and/or the Lenders Credit Providers harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 2.11(f) shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which that may have been taken by the Agent or any Lender Credit Provider in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the LendersCredit Providers’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 2.11(f) shall survive the termination of this Agreement.

Indemnity for Returned Payments. If If, after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Administrative Agent and/or and the Lenders, and such Borrower hereby indemnifies does indemnify the Administrative Agent and/or and the Lenders and holds hold the Administrative Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 SECTION 3.8 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 SECTION 3.8 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If If, after receipt of any payment which is of, or proceeds applied to the payment of of, all or any part of the Obligations, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person Person, because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force and effect as if such payment or proceeds had not been received by the Administrative Agent or such Lender Lender, and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Agent and/or the LendersAdministrative Agent, and such Borrower hereby indemnifies do indemnify the Administrative Agent and/or and the Lenders and holds hold the Administrative Agent and/or and the Lenders harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 4.7 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and 's and/or the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 4.7 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If If, after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent or any Lender Secured Party is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Secured Party and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Agent and/or the LendersSecured Parties, and such Borrower hereby indemnifies does indemnify the Agent and/or Secured Parties and hold the Lenders and holds the Agent and/or the Lenders Secured Parties harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.7 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender Secured Party in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the LendersSecured Parties’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.7 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Agent, any Lender, the Bank or any Lender Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall jointly and severally be liable to pay to the Agent and/or and the Lenders, and such Borrower hereby indemnifies do jointly and severally indemnify the Agent and/or and the Lenders and holds hold the Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.8 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.8 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Administrative Agent and/or and the Lenders, and such each Borrower hereby indemnifies the Administrative Agent and/or and the Lenders and holds the Administrative Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 shall survive the termination of this Agreement.. Exhibit A to FirstFourth Amendment Conformed Amended and Restated Credit Agreement – Independence Contract Drilling #37466145

Indemnity for Returned Payments. If after receipt of any payment which that is applied to the payment of all or any part of the Obligations, the Agent Agent, any Lender, the Bank or any Lender Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent Agent, such Lender, the Bank, or such Lender Affiliate of the Bank and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Obligated Parties shall be liable to pay to the Agent and/or the LendersAgent, and such Borrower hereby indemnifies does indemnify the Agent and/or the Lenders and holds the Agent and/or the Lenders Indemnified Parties harmless for the amount of such payment or proceeds surrendered; provided that interest on any Obligations or part thereof revived and continued pursuant to this Section 3.8 shall begin to accrue from the date of surrender of the applicable payments or proceeds. The provisions of this Section 2.20 3.8 shall be and remain effective notwithstanding any contrary action which that may have been taken by the Agent or any Lender Indemnified Person in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the LendersIndemnified Parties’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.8 shall survive the termination of this AgreementAgreement and the Payment in Full of all other Obligations.

Indemnity for Returned Payments. If after receipt of ------------------------------- any payment which is applied to the payment of all or any part of the Obligations, the Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Person and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrower shall be liable to pay to the Agent and/or the LendersLender, and such Borrower hereby indemnifies the Agent and/or the Lenders does indemnify Lender and holds the Agent and/or the Lenders hold Lender harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.5 shall be and remain effective notwithstanding any ----------- contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ Lender's rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.5 shall survive ----------- the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Lender or any Affiliate of the Lender is for any reason compelled compelled, or in good faith settlement of an avoidance claim, shall elect to surrender such payment or proceeds to any Person because such payment or application of proceeds is (or is asserted to be) invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Agent and/or the LendersLender, and such Borrower hereby indemnifies the Agent and/or Lender and hold the Lenders and holds the Agent and/or the Lenders Lender harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 4.7 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents or other contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ Lender's rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 4.7 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Agent, any Lender, the Bank or any Lender Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent Agent, such Lender, the Bank or such Lender any Affiliate of the Bank and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Agent and/or and the Lenders, and such Borrower hereby indemnifies indemnify the Agent and/or and the Lenders and holds hold the Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 SECTION 3.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender Lender, the Bank or any Affiliate of the Bank in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 SECTION 3.9 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian BorrowerBorrowers, or UK Singapore Borrower, as the case may be, shall be liable to pay to the Agent and/or the Lenders, and such Borrower hereby indemnifies the Agent and/or the Lenders and holds the Agent and/or the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Administrative Agent, any Lender, the Bank or any Lender Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent Administrative Agent, such Lender the Bank or such Lender and Affiliate of the Domestic Borrower, the Canadian Borrower, or UK BorrowerBank, as the case may be, and Borrower shall be liable to pay to the Agent and/or Administrative Agent, the Lenders, the Bank or any Affiliate of the Bank, and such Borrower hereby indemnifies does indemnify the Agent and/or Administrative Agent, the Lenders Lenders, the Bank and holds any Affiliate of the Agent and/or Bank and hold the Lenders Administrative Agent, the Lenders, the Bank and any Affiliate of the Bank harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent Administrative Agent, any Lender, the Bank or any Lender Affiliate of the Bank in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and 's, the Lenders’ ', the Bank's and its Affiliates' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.9 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Agent, any Lender, the Bank or any Lender Affiliate of the Bank (each an "Affected Payee") is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Affected Payee and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrower shall be liable to pay to the Agent and/or Affected Payee and the Lenders, and such Borrower hereby indemnifies does indemnify the Affected Payee and hold the Agent and/or the Lenders and holds the Agent and/or the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 SECTION 3.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender Affected Payee in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ Affected Payee's rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 SECTION 3.9 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrower shall be liable to pay to the Administrative Agent and/or and the Lenders, and such the Borrower hereby indemnifies the Administrative Agent and/or and the Lenders and holds hold the Administrative Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 2.21 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 2.21 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the an Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the such Administrative Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the such Administrative Agent and/or and the Lenders, and such each Borrower hereby indemnifies the Agent and/or such Administrative Agents and the Lenders and holds the Agent and/or Administrative Agents and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 2.22 shall be and remain effective notwithstanding any contrary action which may have been taken by the an Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s Administrative Agents’ and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 2.22 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If If, after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Agent, any Lender, the Bank or any Lender Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Agent and/or and the Lenders, and such each Borrower hereby indemnifies does indemnify the Agent and/or and the Lenders and holds hold the Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 SECTION 3.7 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 SECTION 3.7 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is of, or proceeds applied to the payment of of, all or any part of the Loan Obligations, the Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, an impermissible setoff, or a diversion of trust funds, or for any other reason, then the Loan Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrower shall be liable to pay to the Agent and/or the LendersLender, and such Borrower hereby indemnifies the Agent and/or the Lenders does indemnify Lender and holds the Agent and/or the Lenders hold Lender harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 shall be and remain effective notwithstanding any contrary action which may have been be taken by the Agent or any Lender in reliance upon any such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ Lender's rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 shall survive the termination of this Agreementthe Commitments, the expiration of the any letters of credit issued by Lender for the account of Borrower and the payment and satisfaction of all of the Loan Obligations.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Administrative Agent, any Lender, the Bank, or any Lender Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Administrative Agent and/or and the Lenders, and such each Borrower hereby indemnifies the Administrative Agent and/or and the Lenders and holds the Administrative Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.8 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.8 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If If, after receipt of any payment which is of, ------------------------------- or proceeds applied to the payment of of, all or any part of the Obligations, the Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person Person, because such payment or application of Loan and Security Agreement proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Lender, and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrower shall be liable to pay to the Agent and/or the LendersAgent, and such Borrower hereby indemnifies the does indemnify Agent and/or and the Lenders and holds the hold Agent and/or and the Lenders harmless for for, the amount of such payment or proceeds surrendered, plus interest thereon at the Default Rate from the date so surrendered and any other costs, expenses and penalties paid by Agent and Lenders in connection therewith. The provisions of this Section 2.20 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 shall survive the termination of this AgreementAgreement and the repayment of the Obligations.

Indemnity for Returned Payments. If after receipt of any ------------------------------- payment which is applied to the payment of all or any part of the Obligations, the Agent Agent, any Lender, the Bank, or any Lender Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Agent and/or and the Lenders, and such each Borrower hereby indemnifies the Agent and/or and the Lenders and holds the Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.9 shall ----------- be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.9 shall survive the ----------- termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Agent, any Lender, any Letter of Credit Issuer, the Bank or any Lender Affiliate of the Bank (each an "Affected Payee") is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Affected Payee and the Domestic Borrower, the Canadian Borrower, applicable Borrower or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Agent and/or the LendersAffected Payee, and such Borrower hereby indemnifies does indemnify the Agent and/or the Lenders Affected Payee and holds harmless the Agent and/or the Lenders harmless Affected Payee, for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender Affected Payee in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ Affected Payee's rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.9 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the any Co-Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the such Co-Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrower shall be liable to pay to the Agent and/or Co-Agents and the Lenders, and such Borrower hereby indemnifies does indemnify the Agent and/or Co-Agents and the Lenders and holds hold the Agent and/or Co-Agents and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 4.6 shall be and remain effective notwithstanding any contrary action which may have been taken by the any Co-Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s Co-Agents' and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 4.6 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic BorrowerBorrowers, the Canadian Borrower, Singapore Borrower or UK Netherlands Borrower, as the case may be, shall be liable to pay to the Agent and/or the Lenders, and such Borrower hereby indemnifies the Agent and/or the Lenders and holds the Agent and/or the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Administrative Agent, any Lender, Bank of America or any Lender Affiliate of Bank of America is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Administrative Agent and/or and the Lenders, and such Borrower hereby indemnifies the do indemnify Administrative Agent and/or and the Lenders and holds the hold Administrative Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.7 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.7 shall survive Full Payment of the termination of this AgreementObligations and the Commitment Termination Date.

Indemnity for Returned Payments. If If, after receipt of any payment which is of, or proceeds applied to the payment of of, all or any part of the Obligations, the Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person Person, because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable avoidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Lender, and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Credit Parties shall be liable to pay to the Agent and/or the LendersLender, and such Borrower hereby indemnifies the Agent and/or the Lenders does indemnify Lender and holds the Agent and/or the Lenders hold Lender harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 SECTION 1.17 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ rights of Lender under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 SECTION 1.17 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Secured Obligations, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Secured Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender Lxxxxx and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Administrative Agent and/or and the Lenders, and such each Borrower hereby indemnifies the Administrative Agent and/or and the Lenders and holds the Administrative Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 2.21 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 2.21 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, shall be liable to pay to the Agent and/or the Lenders, and such Borrower hereby indemnifies the Agent and/or the Lenders and holds the Agent and/or the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Agent, any Lender, the Banks or any Lender Affiliate of any Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Agent and/or and the Lenders, and such each Borrower hereby indemnifies does indemnify the Agent and/or and the Lenders and holds hold the Agent and/or and the Lenders harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.7 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.7 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which ------------------------------- is applied to the payment of all or any part of the Obligations, the Agent Agent, any Lender, the Bank, or any Lender Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrower shall be liable to pay to the Agent and/or and the Lenders, and such Borrower hereby indemnifies does indemnify the Agent and/or and the Lenders and holds hold the Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.8 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.8 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Agent, any Lender, the Bank, or any Lender Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Agent and/or and the Lenders, and such each Borrower hereby indemnifies the Agent and/or and the Lenders and holds the Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.8 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.8 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If If, after receipt of any payment which is of, or proceeds applied to the payment of of, all or any part of the Obligations, the Agent Agent, any Lender, the Bank or any Lender Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person Person, because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Lender, and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable liable, jointly and severally, to pay to the Agent and/or and the LendersLender, and such Borrower hereby indemnifies do indemnify the Agent and/or and the Lenders and holds hold the Agent and/or and the Lenders harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 4.6 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 4.6 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK BorrowerLender, as the case may be, and the applicable Borrower or Borrowers shall be liable to pay to the Administrative Agent and/or and the Lenders, and such Borrower hereby indemnifies does indemnify the Administrative Agent and/or and the Lenders and holds hold the Administrative Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.6 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.6 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Agent, any Lender, any Letter of Credit Issuer, the Bank or any Lender Affiliate of the Bank (each an “Affected Payee”) is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Affected Payee and the Domestic Borrower, the Canadian Borrower, applicable Borrower or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Agent and/or the LendersAffected Payee, and such Borrower hereby indemnifies does indemnify the Agent and/or the Lenders Affected Payee and holds harmless the Agent and/or the Lenders harmless Affected Payee, for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender Affected Payee in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the AgentAffected Payee’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.9 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If If, after receipt of any payment which is of, ---------------------------------- or proceeds applied to the payment of of, all or any part of the Obligations, the Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person Person, because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Lender, and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrower shall be liable to pay to the Agent and/or the LendersAgent, and such Borrower hereby indemnifies does indemnify the Agent and/or and the Lenders and holds hold the Agent and/or and the Lenders harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 ------- 4.6 shall be and remain effective notwithstanding any contrary action which may --- have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 4.6 shall ----------- survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is of ------------------------------- or Proceeds applied to the payment of all or any part of the Obligations, the Agent or and/or any Lender is for any reason compelled to surrender such payment or proceeds Proceeds to any Person Person, because such payment or application of proceeds Proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, funds or for any other reason, then then: the Obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds Proceeds had not been received by the Agent or such Lender and/or Lenders; and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, applicable Borrower shall be liable to pay to the Agent and/or (for the Lenders, account of the applicable Lender) and such Borrower hereby indemnifies does indemnify the Agent and/or the and applicable Lenders and holds hold the Agent and/or the and applicable Lenders harmless for for, the amount of such payment or proceeds Proceeds surrendered. The provisions of this Section 2.20 4.4 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender and/or Lenders in reliance upon such payment or application of proceedsProceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the 's and/or Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds Proceeds having become final and irrevocable. The provisions of this Section 2.20 4.4 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which or of any proceeds of Collateral that is applied to the payment of all or any part of the Obligations, the Agent or any Lender Credit Provider is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Credit Provider and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Agent and/or Administrative Agent, for the Lendersbenefit of the applicable Credit Providers, and such each Borrower hereby indemnifies the Agent and/or the Lenders applicable Credit Providers and holds the Agent and/or the Lenders applicable Credit Providers harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 4.7 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which that may have been taken by the Agent or any Lender Credit Provider in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the LendersCredit Providers’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 4.7 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If If, after receipt of any payment which is of, ------------------------------- or proceeds applied to the payment of of, all or any part of the Obligations, the Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person Person, because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Lender, and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrower shall be liable to pay to the Agent and/or the LendersAgent, and such Borrower hereby indemnifies the does indemnify Agent and/or and the Lenders and holds the hold Agent and/or and the Lenders harmless for for, the amount of such payment or proceeds surrendered, plus interest thereon at the Default Rate from the date so surrendered and any other costs, expenses and penalties paid by Agent and Lenders in connection therewith. The provisions of this Section 2.20 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 shall survive the termination of this AgreementAgreement and the repayment of the Obligations.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Agent, any Lender, the Bank or any Lender Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be jointly and severally liable to pay to the Agent and/or and the Lenders, and such Borrower hereby indemnifies do indemnify the Agent and/or and the Lenders and holds hold the Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.8 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.8 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Agent, any Lender, the Bank or any Affiliate of the Bank or a Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Agent and/or and the Lenders, and such Borrower hereby indemnifies do indemnify the Agent and/or and the Lenders and holds hold the Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.10 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.10 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the ObligationsLoans, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations Loans or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrower shall be liable to pay to the Administrative Agent and/or and the Lenders, and such Borrower hereby indemnifies does indemnify the Administrative Agent and/or and the Lenders and holds the Administrative Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 2.15 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 2.15 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoffset-off, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrower shall be liable to pay to the Agent and/or and the Lenders, and such the Borrower hereby indemnifies the Agent and/or and the Lenders and holds the Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 SECTION 4.7 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 SECTION 4.7 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If If, after receipt of any payment which is applied to the payment of all or any part of the ObligationsLoans, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations Loans or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrower shall be liable to pay to the Administrative Agent and/or and the Lenders, and such Borrower hereby indemnifies does indemnify the Administrative Agent and/or and the Lenders and holds the Administrative Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 2.12 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 2.12 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Agent, any Lender, the Bank or any Lender Affiliate of the Bank is for any reason (other than an action by a Governmental Authority against such Person for reasons unrelated to Borrower, its Subsidiaries, the Collateral, or the Loans) compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent Agent, any such Lender, the Bank, or any such Lender Affiliate of the Bank, and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrower shall be liable to pay to the Agent and/or and the Lenders, and such Borrower hereby indemnifies does indemnify the Agent and/or and the Lenders and holds hold the Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent Agent, any such Lender, the Bank, or any Lender such Affiliate of the Bank, in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.9 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is of, or Proceeds applied to the payment of of, all or any part of the Obligations, the Agent Issuing Bank or any Lender is for any reason compelled required to surrender such payment or proceeds Proceeds to any Person Person, because such payment or application of proceeds Proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then then: the Obligations or the part thereof intended to be satisfied shall be revived and continued continue and this Agreement shall continue in full force as if such payment or proceeds Proceeds had not been received by the Agent or such Lender or the Issuing Bank, and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, each Borrower shall be liable to pay to such Lender or the Agent and/or the LendersIssuing Bank, as appropriate, and hereby jointly and severally does indemnify such Borrower hereby indemnifies the Agent and/or the Lenders Person and holds the Agent and/or the Lenders harmless for hold such Person harmless, from and against the amount of such payment or proceeds Proceeds surrendered. The Agent shall reflect the surrender of such payment or Proceeds, and any subsequent payment by the Borrowers to such Lender or the Issuing Bank pursuant to this Section, in the applicable loan account. The provisions of this Section 2.20 4.10 shall be and remain effective notwithstanding any contrary action which may have been taken by such Lender or the Agent or any Lender Issuing Bank in reliance upon such payment or application of proceedsProceeds, and any such contrary action so taken shall be without prejudice to such Lender's or the Agent’s and the Lenders’ Issuing Bank's rights under this Agreement the Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds Proceeds having become final and irrevocable. The provisions of this Section 2.20 4.10 shall survive the termination of this AgreementAgreement and the final and full payment and performance of the Obligations.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Administrative Agent, any Lender, Bank of America or any Lender Affiliate of Bank of America is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Administrative Agent and/or and the Lenders, and such Borrower hereby indemnifies do indemnify the Administrative Agent and/or and the Lenders and holds hold the Administrative Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.7 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.7 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Agent, any Lender, the Bank or any Lender Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrower shall be liable to pay to the Agent and/or and the Lenders, and such Borrower hereby indemnifies does indemnify the Agent and/or and the Lenders and holds hold the Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered, provided that interest on any Obligations or part thereof revived and continued pursuant to this Section 3.8 shall begin to accrue from the date of surrender of the applicable payments or proceeds. The provisions of this Section 2.20 3.8 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.8 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Agent, any Lender, the Bank, or any Lender Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Agent and/or and the Lenders, and such each Borrower hereby indemnifies the Agent and/or and the Lenders and holds the Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.9 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Agent, any Lender, the Bank or any Affiliate of the Bank or a Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrower shall be liable to pay to the Agent and/or and the Lenders, and such Borrower hereby indemnifies does indemnify the Agent and/or and the Lenders and holds hold the Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.10 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.10 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Administrative Agent, any Lender, the Bank or any Lender Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, an impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued continued, and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender Lender, and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Administrative Agent and/or and the Lenders, and such Borrower hereby indemnifies jointly and severally indemnify the Administrative Agent and/or and the Lenders and holds hold the Administrative Agent and/or and the Lenders harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.9 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or 50 application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Administrative Agent and/or and the Lenders, and such each Borrower hereby indemnifies the Administrative Agent and/or and the Lenders and holds the Administrative Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 2.21 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 2.21 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which or of any proceeds of Collateral that is applied to the payment of all or any part of the Obligations, the Agent or any Lender Credit Provider is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Credit Provider and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Agent and/or Administrative Agent, for the Lendersbenefit of the Credit Providers, and such each Borrower hereby indemnifies the Agent and/or the Lenders Credit Providers and holds the Agent and/or the Lenders Credit Providers harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 4.7 shall be and remain effective notwithstanding any release of Collateral or guarantors, cancellation or return of Loan Documents, or other contrary action which that may have been taken by the Agent or any Lender Credit Provider in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the LendersCredit Providers’ rights under this Agreement and the other Loan Documents and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 4.7 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK BorrowerLender, as the case may be, and the Borrowers shall be liable to pay to the Administrative Agent and/or and the Lenders, and such Borrower hereby indemnifies does indemnify the Administrative Agent and/or and the Lenders and holds hold the Administrative Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.7 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.7 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Agent, any Lender, any Letter of Credit Issuer, the Bank or any Lender Affiliate or branch of the Bank (each an “Affected Payee”) is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, transaction at undervalue, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if __ such payment or proceeds had not been received by the Agent or such Lender Affected Payee and the Domestic Borrower, the Canadian Borrower, applicable Borrower or UK Borrower, as the case may be, Borrowers shall be liable to pay to the Agent and/or the LendersAffected Payee, and such Borrower hereby indemnifies does indemnify the Agent and/or the Lenders Affected Payee and holds harmless the Agent and/or the Lenders harmless Affected Payee, for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.9 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender Affected Payee in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the AgentAffected Payee’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.9 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of all or any part of the ObligationsLoans, the Administrative Agent or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations Loans or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Administrative Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrower shall be liable to pay to the Administrative Agent and/or and the Lenders, and such Borrower hereby indemnifies does indemnify the Administrative Agent and/or and the Lenders and holds the Administrative Agent and/or and the Lenders harmless for the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 2.16 shall be and remain effective notwithstanding any contrary action which may have been taken by the Administrative Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Administrative Agent’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 2.16 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If If, after receipt of any payment which is of, or proceeds applied to the payment of of, all or any part of the Obligations, the Agent Agent, any Lender, the Bank or any Lender Affiliate of the Bank is for any reason compelled to surrender such payment or proceeds to any Person Person, because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoff, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender Lender, and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrowers shall be liable liable, jointly and severally, to pay to the Agent and/or and the LendersLender, and such Borrower hereby indemnifies do indemnify the Agent and/or and the Lenders and holds hold the Agent and/or and the Lenders harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 4.6 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s 's and the Lenders’ ' rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 4.6 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If If, after receipt of any payment which is applied to the payment of all or any part of the Obligations, the Agent Agent, L/C Issuer or any Lender is for any reason compelled to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, declared fraudulent, set aside, determined to be void or voidable as a preference, impermissible setoffset-off, or a diversion of trust funds, or for any other reason, then the Obligations or part thereof intended to be satisfied shall be revived and continued and this Agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrower shall be liable to pay to the Agent and/or Agent, L/C Issuer and the Lenders, and such Borrower hereby indemnifies do indemnify the Agent and/or Agent, L/C Issuer and the Lenders and holds hold the Agent and/or Agent, L/C Issuer and the Lenders harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 3.6 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent Agent, L/C Issuer or any Lender in reliance upon such payment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s, the L/C Issuer’s and the Lenders’ rights under this Agreement and shall be deemed to have been conditioned upon such payment or application of proceeds having become final and irrevocable. The provisions of this Section 2.20 3.6 shall survive the termination of this Agreement.