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, ANY LENDER OR THE LENDERS' AGENT IS FOR ANY REASON COMPELLED TO SURRENDER SUCH PAYMENT TO ANY PERSON BECAUSE SUCH PAYMENT 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 CONTINUE AND THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AS IF SUCH PAYMENT HAD NOT BEEN RECEIVED BY ANY LENDER OR THE LENDERS' AGENT AND EACH OPTION CARE PERSON SHALL BE LIABLE TO PAY TO EACH LENDER AND THE LENDERS' AGENT AND HEREBY DOES INDEMNIFY EACH LENDER AND THE LENDERS' AGENT AND HOLD EACH LENDER AND THE LENDERS' AGENT HARMLESS FOR THE AMOUNT OF SUCH PAYMENT SURRENDERED. The provisions of this SECTION 4.4 shall be and remain effective notwithstanding any contrary action which may have been taken by any Lender or the Lenders' Agent in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the rights of the Lenders and the Lenders' Agent under this Agreement and shall be deemed to have been conditioned upon such payment having become final and irrevocable. The provisions of this SECTION 4.4 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, ANY LENDER OR THE LENDERS' AGENT IS ARE FOR ANY REASON COMPELLED REQUIRED TO SURRENDER SUCH PAYMENT OR PROCEEDS TO ANY PERSON BECAUSE SUCH PAYMENT OR 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: OTHER THAN AS A RESULT OF LENDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THEN THE OBLIGATIONS OR PART THEREOF INTENDED TO BE SATISFIED SHALL BE REVIVED AND CONTINUE CONTINUE, AND THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AS IF SUCH PAYMENT OR PROCEEDS HAD NOT BEEN RECEIVED BY ANY LENDER OR THE LENDERS' AGENT LENDER, AND EACH OPTION CARE PERSON BORROWER SHALL BE LIABLE TO PAY TO EACH LENDER AND THE LENDERS' AGENT LENDER, AND HEREBY DOES INDEMNIFY EACH LENDER AND THE LENDERS' AGENT AND HOLD EACH HOLDS LENDER AND THE LENDERS' AGENT HARMLESS FOR FOR, THE AMOUNT OF SUCH PAYMENT OR PROCEEDS SURRENDERED. The provisions of this SECTION 4.4 Section 2.5(d) shall be and remain effective notwithstanding any contrary action which may have been taken by any Lender or the Lenders' Agent in reliance upon such paymentpayment or Proceeds, and any such contrary action so taken shall be without prejudice to the Lender's rights of the Lenders and the Lenders' Agent under this Agreement and shall be deemed to have been conditioned upon such payment or Proceeds having become final and irrevocable. The provisions of this SECTION 4.4 Section 2.5(d) 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, ANY LENDER OR THE LENDERS' AGENT BANK IS FOR ANY REASON COMPELLED TO SURRENDER SUCH PAYMENT TO ANY PERSON BECAUSE SUCH PAYMENT 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 CONTINUE AND THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AS IF SUCH PAYMENT HAD NOT BEEN RECEIVED BY ANY LENDER OR THE LENDERS' AGENT BANK AND EACH OPTION CARE PERSON THE BORROWERS SHALL BE LIABLE TO PAY TO EACH LENDER AND THE LENDERS' AGENT BANK AND HEREBY DOES JOINTLY AND SEVERALLY INDEMNIFY EACH LENDER AND THE LENDERS' AGENT BANK AND HOLD EACH LENDER AND THE LENDERS' AGENT BANK HARMLESS FOR THE AMOUNT OF SUCH PAYMENT SURRENDERED. The provisions of this SECTION Section 4.4 shall be and remain effective notwithstanding any contrary action which may have been taken by any Lender or the Lenders' Agent Bank in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Bank's rights of the Lenders and the Lenders' Agent under this Agreement and shall be deemed to have been conditioned upon such payment having become final and irrevocable. The provisions of this SECTION Section 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, ANY THE LENDER OR THE LENDERS' AGENT IS FOR ANY REASON COMPELLED TO SURRENDER SUCH PAYMENT TO ANY PERSON BECAUSE SUCH PAYMENT 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 CONTINUE AND THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AS IF SUCH PAYMENT HAD NOT BEEN RECEIVED BY ANY THE LENDER OR THE LENDERS' AGENT AND EACH OPTION CARE PERSON SHALL BE LIABLE TO PAY TO EACH THE LENDER AND THE LENDERS' AGENT AND HEREBY DOES INDEMNIFY EACH THE LENDER AND HOLD THE LENDERS' AGENT AND HOLD EACH LENDER AND THE LENDERS' AGENT HARMLESS FOR THE AMOUNT OF SUCH PAYMENT SURRENDERED. The provisions of this SECTION 4.4 shall be and remain effective notwithstanding any contrary action which may have been taken by any the Lender or the Lenders' Agent in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Lender's rights of the Lenders and the Lenders' Agent under this Agreement and shall be deemed to have been conditioned upon such payment having become final and irrevocable. The provisions of this SECTION 4.4 shall survive the termination of this Agreement.

Indemnity for Returned Payments. IF AFTER RECEIPT OF ANY PAYMENT AMOUNT WHICH IS APPLIED TO THE PAYMENT OF ALL OR ANY PART OF THE OBLIGATIONS, ANY THE LENDER OR THE LENDERS' AGENT IS FOR ANY REASON COMPELLED TO SURRENDER SUCH PAYMENT TO ANY PERSON BECAUSE SUCH PAYMENT IS INVALIDATED, DECLARED FRAUDULENTFRAUDULENT (AS A RESULT OF A FORGED ENDORSEMENT, FRAUDULENT MAKER OR OTHERWISE), SET ASIDE, DETERMINED TO BE VOID OR VOIDABLE AS A PREFERENCE, AN IMPERMISSIBLE SETOFF, OR A DIVERSION OF TRUST FUNDS, VIOLATES OR IS DEEMED TO VIOLATE ANY APPLICABLE REQUIREMENT OF LAW, OR FOR ANY OTHER REASON, OR IF THE LENDER HAS CREDITED THE AMOUNT OF AN ITEM TO THE GCC ACCOUNT OR THE GSC ACCOUNT BECAUSE OF A REQUIREMENT OF LAW OR OTHERWISE AND SUCH CREDIT IS THEREAFTER REVERSED BECAUSE THE DRAWEE OF SUCH ITEM DISHONORS IT, THEN: THE OBLIGATIONS OR PART THEREOF INTENDED TO BE SATISFIED SHALL BE REVIVED AND CONTINUE AND THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AS IF SUCH PAYMENT HAD NOT BEEN RECEIVED BY ANY THE LENDER OR AND THE LENDERS' AGENT AND EACH OPTION CARE PERSON BORROWER SHALL BE LIABLE TO PAY TO EACH THE LENDER AND THE LENDERS' AGENT AND HEREBY DOES INDEMNIFY EACH THE LENDER AND HOLD THE LENDERS' AGENT AND HOLD EACH LENDER AND THE LENDERS' AGENT HARMLESS FOR THE AMOUNT OF SUCH PAYMENT SURRENDERED. The provisions of this SECTION 4.4 shall be and remain effective notwithstanding any contrary action which may have been taken by any the Lender or the Lenders' Agent in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Lender's rights of the Lenders and the Lenders' Agent under this Agreement and shall be deemed to have been conditioned upon such payment having become final and irrevocable. The provisions of this SECTION 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, ANY THE LENDER OR THE LENDERS' AGENT IS FOR ANY REASON COMPELLED TO SURRENDER SUCH PAYMENT TO ANY PERSON BECAUSE SUCH PAYMENT 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 CONTINUE AND THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AS IF SUCH PAYMENT HAD NOT BEEN RECEIVED BY ANY THE LENDER OR AND THE LENDERS' AGENT AND EACH OPTION CARE PERSON BORROWER SHALL BE LIABLE TO PAY TO EACH THE LENDER AND THE LENDERS' AGENT AND HEREBY DOES INDEMNIFY EACH THE LENDER AND HOLD THE LENDERS' AGENT AND HOLD EACH LENDER AND THE LENDERS' AGENT HARMLESS FOR THE AMOUNT OF SUCH PAYMENT SURRENDERED. The provisions of this SECTION 4.4 shall be and remain effective notwithstanding any contrary action which may have been taken by any the Lender or the Lenders' Agent in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Lender's rights of the Lenders and the Lenders' Agent under this Agreement and shall be deemed to have been conditioned upon such payment having become final and irrevocable. The provisions of this SECTION 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, ANY THE LENDER OR THE LENDERS' AGENT IS FOR ANY REASON COMPELLED TO SURRENDER SUCH PAYMENT TO ANY PERSON BECAUSE SUCH PAYMENT 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 CONTINUE AND THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AS IF SUCH PAYMENT HAD NOT BEEN RECEIVED BY ANY THE LENDER OR THE LENDERS' AGENT AND EACH OPTION CARE PERSON BORROWER PARTY SHALL BE LIABLE TO PAY TO EACH THE LENDER AND THE LENDERS' AGENT AND HEREBY DOES INDEMNIFY EACH THE LENDER AND HOLD THE LENDERS' AGENT AND HOLD EACH LENDER AND THE LENDERS' AGENT HARMLESS FOR THE AMOUNT OF SUCH PAYMENT SURRENDERED. The provisions of this SECTION Section 4.4 shall be and remain effective ----------- notwithstanding any contrary action which may have been taken by any the Lender or the Lenders' Agent in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Lender's rights of the Lenders and the Lenders' Agent under this Agreement and shall be deemed to have been conditioned upon such payment having become final and irrevocable. The provisions of this SECTION Section 4.4 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, ANY LENDER OR THE LENDERS' AGENT IS FOR ANY REASON COMPELLED REQUIRED TO SURRENDER SUCH PAYMENT OR PROCEEDS TO ANY PERSON BECAUSE SUCH PAYMENT OR 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: OTHER THAN AS A RESULT OF LENDER'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THEN THE OBLIGATIONS OR PART THEREOF INTENDED TO BE SATISFIED SHALL BE REVIVED AND CONTINUE CONTINUE, AND THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AS IF SUCH PAYMENT OR PROCEEDS HAD NOT BEEN RECEIVED BY ANY LENDER OR THE LENDERS' AGENT LENDER, AND EACH OPTION CARE PERSON BORROWER SHALL BE LIABLE TO PAY TO EACH LENDER AND THE LENDERS' AGENT LENDER, AND HEREBY DOES INDEMNIFY EACH LENDER AND THE LENDERS' AGENT AND HOLD EACH LENDER AND THE LENDERS' AGENT HARMLESS FOR FOR, THE AMOUNT OF SUCH PAYMENT OR PROCEEDS SURRENDERED. The provisions of this SECTION 4.4 Section 2.5(h) shall be and remain effective notwithstanding any contrary action which may have been taken by any Lender or the Lenders' Agent in reliance upon such paymentpayment or Proceeds, and any such contrary action so taken shall be without prejudice to the Lender's rights of the Lenders and the Lenders' Agent under this Loan Agreement and shall be deemed to have been conditioned upon such payment having become final and irrevocable. The provisions of this SECTION 4.4 shall survive the termination of this Agreement.deemed

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, ANY THE LENDER OR THE LENDERS' AGENT IS FOR ANY REASON COMPELLED REQUIRED TO SURRENDER SUCH PAYMENT OR PROCEEDS TO ANY PERSON PERSON, BECAUSE SUCH PAYMENT OR 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 CONTINUE AND THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AS IF SUCH PAYMENT OR PROCEEDS HAD NOT BEEN RECEIVED BY ANY THE LENDER OR AND THE LENDERS' AGENT AND EACH OPTION CARE PERSON BORROWER SHALL BE LIABLE TO PAY TO EACH LENDER AND THE LENDERS' AGENT LENDER, AND HEREBY DOES INDEMNIFY EACH THE LENDER AND HOLD THE LENDERS' AGENT AND HOLD EACH LENDER AND THE LENDERS' AGENT HARMLESS FOR THE AMOUNT OF SUCH PAYMENT OR PROCEEDS SURRENDERED. The provisions of this SECTION Section 4.4 shall be and remain effective notwithstanding any contrary action ----------- which may have been taken by any the Lender or the Lenders' Agent in reliance upon such paymentpayment or Proceeds, and any such contrary action so taken shall be without prejudice to the Lender's rights of the Lenders and the Lenders' Agent under this Agreement and shall be deemed to have been conditioned upon such payment or Proceeds having become final and irrevocable. The provisions of this SECTION Section 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 OBLIGATIONSIf after receipt of any payment which is applied to the payment of all or any part of the Obligations, ANY LENDER OR THE LENDERS' AGENT IS FOR ANY REASON COMPELLED TO SURRENDER SUCH PAYMENT TO ANY PERSON BECAUSE SUCH PAYMENT IS INVALIDATEDthe Agent, DECLARED FRAUDULENTany Lender, SET ASIDERoyal Bank, DETERMINED TO BE VOID OR VOIDABLE AS A PREFERENCEthe BP Provider or any Affiliate of the Lenders Royal Bank or BP Provider is compelled by any Requirement of Law to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, IMPERMISSIBLE SETOFFdeclared fraudulent, OR A DIVERSION OF TRUST FUNDSset aside, OR FOR ANY OTHER REASONdetermined to be void or voidable as a preference, THEN: THE OBLIGATIONS OR PART THEREOF INTENDED TO BE SATISFIED SHALL BE REVIVED AND CONTINUE AND THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AS IF SUCH PAYMENT HAD NOT BEEN RECEIVED BY ANY LENDER OR THE LENDERS' AGENT AND EACH OPTION CARE PERSON SHALL BE LIABLE TO PAY TO EACH LENDER AND THE LENDERS' AGENT AND HEREBY DOES INDEMNIFY EACH LENDER AND THE LENDERS' AGENT AND HOLD EACH LENDER AND THE LENDERS' AGENT HARMLESS FOR THE AMOUNT OF SUCH PAYMENT SURRENDEREDimpermissible 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, such Lender, Royal Bank, the BP Provider or such Affiliate of the Lenders, Royal Bank or BP Provider, as the case may be, and the Borrower shall be liable to pay to the Agent, the applicable Lenders, Royal Bank, BP Provider and any Affiliate of the Lenders, Royal Bank or BP Provider, and hereby does indemnify the Agent, the applicable Lenders, Royal Bank, BP Provider and any Affiliate of the Lenders, Royal Bank, or the BP Provider and hold the Agent, the applicable Lenders, Royal Bank, BP Provider and any Affiliate of the Lenders or Royal Bank, the BP Provider harmless for the amount of such actual payment or proceeds surrendered. The provisions of this SECTION 4.4 Section 3.8 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent, any Lender applicable Lender, Royal Bank, BP Provider and any Affiliate of the Lender, Royal Bank, or the Lenders' Agent BP Provider in reliance upon such paymentpayment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s, the applicable Lenders’, the Lender’s, Royal Bank’s, the BP Provider’s and their Affiliates’ rights of the Lenders and the Lenders' Agent 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 4.4 Section 3.8 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 OR THE LENDERS' AGENT IS FOR ANY REASON COMPELLED TO SURRENDER SUCH PAYMENT TO ANY PERSON BECAUSE SUCH PAYMENT 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 CONTINUE AND CONTINUE, THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AS IF SUCH PAYMENT HAD NOT BEEN RECEIVED BY THE AGENT OR ANY LENDER OR LENDER, AND THE LENDERS' AGENT AND EACH OPTION CARE PERSON BORROWERS SHALL BE LIABLE TO PAY TO EACH THE AGENT OR ANY LENDER AND HEREBY DO JOINTLY AND SEVERALLY INDEMNIFY THE LENDERS' AGENT AND HEREBY DOES INDEMNIFY EACH LENDER THE LENDERS AND HOLD THE AGENT AND THE LENDERS' AGENT AND HOLD EACH LENDER AND THE LENDERS' AGENT LENDERS HARMLESS FOR THE AMOUNT OF SUCH PAYMENT SURRENDERED. The provisions of this SECTION 4.4 Section 4.8 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender or the Lenders' Agent in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the rights of the Lenders Agent's and the Lenders' Agent rights under this Agreement and shall be deemed to have been conditioned upon such payment having become final and irrevocable. The provisions of this SECTION 4.4 Section 4.8 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 LOAN OBLIGATIONS, ANY THE LENDER OR THE LENDERS' AGENT IS FOR ANY REASON COMPELLED TO SURRENDER SUCH PAYMENT TO ANY PERSON BECAUSE SUCH PAYMENT 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 LOAN OBLIGATIONS OR PART THEREOF INTENDED TO BE SATISFIED SHALL BE REVIVED AND CONTINUE AND THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AS IF SUCH PAYMENT HAD NOT BEEN RECEIVED BY ANY THE LENDER OR AND THE LENDERS' AGENT AND EACH OPTION CARE PERSON BORROWER SHALL BE LIABLE TO PAY TO EACH THE LENDER AND THE LENDERS' AGENT AND HEREBY DOES INDEMNIFY EACH THE LENDER AND HOLD THE LENDERS' AGENT AND HOLD EACH LENDER AND THE LENDERS' AGENT HARMLESS FOR THE AMOUNT OF SUCH PAYMENT SURRENDERED. The provisions of this SECTION 4.4 Section 4.5 (Indemnity for Returned Payments) shall be and remain effective notwithstanding any contrary action which may have been taken by any the Lender or the Lenders' Agent in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the Lender's rights of the Lenders and the Lenders' Agent under this Agreement and shall be deemed to have been conditioned upon such payment having become final and irrevocable. The provisions of this SECTION 4.4 Section 4.5 (Indemnity for Returned Payments) 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 OR THE LENDERS' AGENT IS FOR ANY REASON COMPELLED TO SURRENDER SUCH PAYMENT TO ANY PERSON BECAUSE SUCH PAYMENT 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 CONTINUE AND CONTINUE, THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AS IF SUCH PAYMENT HAD NOT BEEN RECEIVED BY THE AGENT OR ANY LENDER OR LENDER, AND THE LENDERS' AGENT AND EACH OPTION CARE PERSON BORROWERS SHALL BE LIABLE TO PAY TO EACH THE AGENT OR ANY LENDER AND HEREBY DO JOINTLY AND SEVERALLY INDEMNIFY THE LENDERS' AGENT AND HEREBY DOES INDEMNIFY EACH LENDER THE LENDERS AND HOLD THE AGENT AND THE LENDERS' AGENT AND HOLD EACH LENDER AND THE LENDERS' AGENT LENDERS HARMLESS FOR THE AMOUNT OF SUCH PAYMENT SURRENDERED. The provisions of this SECTION 4.4 4.8 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent or any Lender or the Lenders' Agent in reliance upon such payment, and any such contrary action so taken shall be without prejudice to the rights of the Lenders Agent's and the Lenders' Agent rights under this Agreement and shall be deemed to have been conditioned upon such payment having become final and irrevocable. The provisions of this SECTION 4.4 4.8 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 OBLIGATIONSIf after receipt of any payment which is applied to the payment of all or any part of the Obligations, ANY LENDER OR THE LENDERS' AGENT IS FOR ANY REASON COMPELLED TO SURRENDER SUCH PAYMENT TO ANY PERSON BECAUSE SUCH PAYMENT IS INVALIDATEDthe Agent, DECLARED FRAUDULENTany Lender, SET ASIDERoyal Bank, DETERMINED TO BE VOID OR VOIDABLE AS A PREFERENCEthe Bank, IMPERMISSIBLE SETOFFthe BP Provider or any Affiliate of the Lenders, OR A DIVERSION OF TRUST FUNDSBank or Royal Bank or BP Provider is compelled by any Requirement of Law to surrender such payment or proceeds to any Person because such payment or application of proceeds is invalidated, OR FOR ANY OTHER REASONdeclared fraudulent, THEN: THE OBLIGATIONS OR PART THEREOF INTENDED TO BE SATISFIED SHALL BE REVIVED AND CONTINUE AND THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AS IF SUCH PAYMENT HAD NOT BEEN RECEIVED BY ANY LENDER OR THE LENDERS' AGENT AND EACH OPTION CARE PERSON SHALL BE LIABLE TO PAY TO EACH LENDER AND THE LENDERS' AGENT AND HEREBY DOES INDEMNIFY EACH LENDER AND THE LENDERS' AGENT AND HOLD EACH LENDER AND THE LENDERS' AGENT HARMLESS FOR THE AMOUNT OF SUCH PAYMENT SURRENDEREDset 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, such Lender, the Bank, Royal Bank, the BP Provider or such Affiliate of the Lenders, Bank, Royal Bank or BP Provider, as the case may be, and the applicable Borrower or Borrowers shall be liable to pay to the Agent, the applicable Lenders, the Bank, Royal Bank, BP Provider and any Affiliate of the Lenders, Bank, Royal Bank or BP Provider, and hereby does indemnify the Agent, the applicable Lenders, Bank, Royal Bank, BP Provider and any Affiliate of the Lenders, the Bank, Royal Bank, or the BP Provider and hold the Agent, the applicable Lenders, the Bank, Royal Bank, BP Provider and any Affiliate of the Lenders, Bank or Royal Bank, the BP Provider harmless for the amount of such actual payment or proceeds surrendered. The provisions of this SECTION 4.4 Section 3.8 shall be and remain effective notwithstanding any contrary action which may have been taken by the Agent, any Lender applicable Lender, the Bank, Royal Bank, BP Provider and any Affiliate of the Lender, Bank, Royal Bank, or the Lenders' Agent BP Provider in reliance upon such paymentpayment or application of proceeds, and any such contrary action so taken shall be without prejudice to the Agent’s, the applicable Lenders’, the Lender’s, Bank’s, Royal Bank’s, the BP Provider’s and their Affiliates’ rights of the Lenders and the Lenders' Agent 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 4.4 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, ANY THE LENDER OR THE LENDERS' AGENT IS FOR ANY REASON COMPELLED TO SURRENDER SUCH PAYMENT TO ANY PERSON BECAUSE SUCH PAYMENT 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 SHALL CONTINUE AND THIS AGREEMENT SHALL CONTINUE IN FULL FORCE AS IF SUCH PAYMENT HAD NOT BEEN RECEIVED BY ANY THE LENDER OR AND THE LENDERS' AGENT AND EACH OPTION CARE PERSON BORROWER SHALL BE LIABLE TO PAY TO EACH LENDER AND THE LENDERS' AGENT LENDER, AND HEREBY DOES INDEMNIFY EACH THE LENDER AND HOLD THE LENDERS' AGENT AND HOLD EACH LENDER AND THE LENDERS' AGENT HARMLESS FOR FOR, THE AMOUNT OF SUCH PAYMENT SURRENDERED. The provisions of this SECTION 4.4 Section 4.6 shall be and remain effective notwithstanding any contrary action which may have been taken by any the Lender or the Lenders' Agent in reliance upon such payment, payment and any such contrary action so taken shall be without prejudice to the Lender's rights of the Lenders and the Lenders' Agent under this Agreement and shall be deemed to have been conditioned upon such payment having become final and irrevocable. The provisions of this SECTION 4.4 Section 4.6 shall survive the termination of this Agreement.