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 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 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 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 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 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 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 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 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 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 Lender and hereby does indemnify the Lenders, Lender and such Borrower hereby indemnifies hold the Agent and/or 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 4.4 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’ 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 4.4 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 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 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 Lenders’ Credit 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 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 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 the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 2.6 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 AgentLender’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 2.6 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 Agent 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 the LendersLender, and such Borrower hereby indemnifies does indemnify 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 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 AgentLender’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 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 the LendersLender, and such Borrower hereby indemnifies does indemnify 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 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’ 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 3.9 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 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 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 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 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 after receipt of any payment which is applied to the payment of all or any part of the Obligationsobligations, the Agent or any Lender 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 obligations or part thereof intended to be satisfied shall be revived and continued continue and this Agreement agreement shall continue in full force as if such payment or proceeds had not been received by the Agent or such Lender 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 Bank and hereby jointly and severally indemnify the Lenders, Bank and such Borrower hereby indemnifies hold the Agent and/or the Lenders and holds the Agent and/or the Lenders Bank harmless for the amount of such payment or 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 Bank 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’ Bank'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 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 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 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 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 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 does indemnify the Agent and/or the Lenders Lender and holds the Agent and/or the Lenders Lender harmless for the amount of such payment or proceeds Proceeds surrendered. The provisions of this Section 2.20 section 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 proceedsProceeds, 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 Proceeds having become final and irrevocable. The provisions of this Section 2.20 section 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 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 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 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 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 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 Lenders, Lender and such Borrower hereby indemnifies the Agent and/or the Lenders does indemnify Lender and holds the Agent and/or the Lenders Lender harmless for the amount of such payment or proceeds Proceeds surrendered. The provisions of this Section 2.20 4.5 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 proceedsProceeds, 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 Proceeds having become final and irrevocable. The provisions of this Section 2.20 4.5 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, 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 the LendersLender, and such Borrower hereby indemnifies does indemnify 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 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 AgentLender’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 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 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 the Borrowers hereby indemnifies indemnify 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 2.17 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 AgentLender’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 2.17 shall survive the termination of this Agreement.

Indemnity for Returned Payments. If after receipt of any payment which is applied to the payment of 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 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 Lendersor such Lender, and such Borrower hereby indemnifies the Agent and/or the Lenders or such Lender and holds the Agent and/or the Lenders or such Lender harmless for for, the amount of such payment or proceeds surrendered. The provisions of this Section 2.20 4.3 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 proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s and the Lenders’ 's or such 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 4.3 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, Borrowers shall be liable to pay to the Agent and/or the Lenders, Lender and such each Borrower hereby indemnifies the Agent and/or the Lenders Lender 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 2.17 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’ 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 2.17 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 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 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 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 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 Lender; and the Domestic Borrower, the Canadian Borrower, or UK Borrower, as the case may be, Borrower shall be liable to pay Pay to the Agent and/or the LendersLender, and such Borrower hereby indemnifies does indemnify the Agent and/or Lender and hold the Lenders and holds the Agent and/or the Lenders Lender harmless for for, the amount of such payment or proceeds Proceeds surrendered. The provisions of this Section 2.20 4.5 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 proceedsProceeds, 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 Proceeds having become final and irrevocable. The provisions of this Section 2.20 4.5 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, 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 the LendersLender, and such Borrower do hereby indemnifies indemnify 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 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 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 3.7 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 Obligationsobligations of Borrower, the Agent or any Lender is for any reason compelled required 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 such 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 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 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 AgentLender’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 Lender, or any Affiliate of the 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 LendersLender, and such Borrower hereby indemnifies does indemnify 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 2.17 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’ 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 2.17 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 after receipt of any payment which is of, or proceeds applied to the payment of of, all or any part of the Obligationsobligations of Borrower, the Agent or any Lender is for any reason compelled required 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 such 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 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 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 shall survive the termination of this Agreement.