Common use of Indemnity for Returned Payments Clause in Contracts

Indemnity for Returned Payments. IF AFTER RECEIPT OF ANY PAYMENT ------------------------------- OF, OR PROCEEDS APPLIED TO THE PAYMENT OF, ALL OR ANY PART OF THE OBLIGATIONS, THE LENDER IS FOR ANY REASON 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, 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 THE LENDER AND THE BORROWER SHALL BE LIABLE TO PAY TO THE LENDER, AND HEREBY DOES INDEMNIFY THE LENDER AND HOLD THE LENDER HARMLESS FOR THE AMOUNT OF SUCH PAYMENT OR PROCEEDS SURRENDERED. The provisions of this Section 4.4 shall be and remain effective notwithstanding any contrary action ----------- which may have been taken by the Lender in reliance upon such payment or Proceeds, and any such contrary action so taken shall be without prejudice to the Lender's rights 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 shall survive the ----------- termination of this Agreement.

Indemnity for Returned Payments. IF AFTER RECEIPT OF ANY PAYMENT ------------------------------- OF, OR PROCEEDS WHICH IS APPLIED TO THE PAYMENT OF, OF ALL OR ANY PART OF THE OBLIGATIONS, THE LENDER IS FOR ANY REASON REQUIRED COMPELLED 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 THE LENDER AND THE BORROWER BORROWERS SHALL BE LIABLE TO PAY TO THE LENDER, LENDER AND HEREBY DOES DO INDEMNIFY THE LENDER AND HOLD THE LENDER HARMLESS FOR THE AMOUNT OF SUCH PAYMENT OR PROCEEDS SURRENDERED. The provisions of this Section 4.4 shall be and remain effective notwithstanding any contrary action ----------- which may have been taken by the Lender in reliance upon such payment or Proceedspayment, and any such contrary action so taken shall be without prejudice to the Lender's rights 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 shall survive the ----------- termination of this Agreement.contrary

Indemnity for Returned Payments. IF AFTER RECEIPT OF ANY PAYMENT ------------------------------- OF, OR PROCEEDS WHICH IS APPLIED TO THE PAYMENT OF, OF ALL OR ANY PART OF THE OBLIGATIONS, THE LENDER IS FOR ANY REASON REQUIRED COMPELLED 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 THE LENDER AND THE EACH BORROWER PARTY SHALL BE LIABLE TO PAY TO THE LENDER, LENDER AND HEREBY DOES INDEMNIFY THE LENDER AND HOLD THE LENDER HARMLESS FOR THE AMOUNT OF SUCH PAYMENT OR PROCEEDS SURRENDERED. The provisions of this Section 4.4 shall be and remain effective ----------- notwithstanding any contrary action ----------- which may have been taken by the Lender in reliance upon such payment or Proceedspayment, and any such contrary action so taken shall be without prejudice to the Lender's rights 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 shall survive the termination ----------- termination of this Agreement.

Indemnity for Returned Payments. IF AFTER RECEIPT OF ANY PAYMENT ------------------------------- OF, OR PROCEEDS WHICH IS APPLIED TO THE PAYMENT OF, OF ALL OR ANY PART OF THE OBLIGATIONS, THE LENDER IS FOR ANY REASON REQUIRED COMPELLED 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 THE LENDER AND THE BORROWER EACH OPTION CARE PERSON SHALL BE LIABLE TO PAY TO THE LENDER, LENDER AND HEREBY DOES INDEMNIFY THE LENDER AND HOLD THE LENDER 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 the Lender in reliance upon such payment or Proceedspayment, and any such contrary action so taken shall be without prejudice to the Lender's rights 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 ------------------------------- OF, OR PROCEEDS WHICH IS APPLIED TO THE PAYMENT OF, OF ALL OR ANY PART OF THE OBLIGATIONS, THE LENDER IS FOR ANY REASON REQUIRED COMPELLED 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 THE LENDER AND THE BORROWER SHALL BE LIABLE TO PAY TO THE LENDER, LENDER AND HEREBY DOES INDEMNIFY THE LENDER AND HOLD THE LENDER 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 the Lender in reliance upon such payment or Proceedspayment, and any such contrary action so taken shall be without prejudice to the Lender's rights 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 ------------------------------- OF, OR PROCEEDS WHICH IS APPLIED TO THE PAYMENT OF, OF ALL OR ANY PART OF THE OBLIGATIONS, ANY LENDER OR THE LENDER LENDERS' AGENT IS FOR ANY REASON REQUIRED COMPELLED 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 LENDER OR THE LENDER LENDERS' AGENT AND THE BORROWER EACH OPTION CARE PERSON SHALL BE LIABLE TO PAY TO EACH LENDER AND THE LENDER, LENDERS' AGENT AND HEREBY DOES INDEMNIFY THE EACH LENDER AND THE LENDERS' AGENT AND HOLD EACH LENDER AND THE LENDER 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 Lender or the Lender Lenders' Agent in reliance upon such payment or Proceedspayment, 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 ------------------------------- OF, OR PROCEEDS WHICH IS APPLIED TO THE PAYMENT OF, OF ALL OR ANY PART OF THE OBLIGATIONS, THE LENDER BANK IS FOR ANY REASON REQUIRED COMPELLED 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 THE LENDER BANK AND THE BORROWER BORROWERS SHALL BE LIABLE TO PAY TO THE LENDER, BANK AND HEREBY DOES JOINTLY AND SEVERALLY INDEMNIFY THE LENDER BANK AND HOLD THE LENDER BANK HARMLESS FOR THE AMOUNT OF SUCH PAYMENT OR PROCEEDS SURRENDERED. The provisions of this Section 4.4 shall be and remain effective notwithstanding any contrary action ----------- which may have been taken by the Lender Bank in reliance upon such payment or Proceedspayment, and any such contrary action so taken shall be without prejudice to the LenderBank's rights 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 shall survive the ----------- termination of this Agreement.

Indemnity for Returned Payments. IF AFTER RECEIPT OF ANY PAYMENT ------------------------------- OF, OR PROCEEDS APPLIED TO THE PAYMENT OF, ALL OR ANY PART OF THE OBLIGATIONS, THE LENDER IS FOR ANY REASON 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, 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 THE LENDER LENDER, AND THE BORROWER SHALL BE LIABLE TO PAY TO THE LENDER, AND HEREBY DOES INDEMNIFY THE LENDER AND HOLD THE LENDER HARMLESS FOR FOR, THE AMOUNT OF SUCH PAYMENT OR PROCEEDS SURRENDERED. The provisions of this Section 4.4 2.5(h) shall be and remain effective notwithstanding any contrary action ----------- which may have been taken by the Lender in reliance upon such payment or Proceeds, and any such contrary action so taken shall be without prejudice to the Lender's rights under this Loan 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 shall survive the ----------- termination of this Agreement.deemed

Indemnity for Returned Payments. IF AFTER RECEIPT OF ANY PAYMENT ------------------------------- OF, OR PROCEEDS WHICH IS APPLIED TO THE PAYMENT OF, OF ALL OR ANY PART OF THE OBLIGATIONS, THE LENDER IS FOR ANY REASON REQUIRED COMPELLED 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: 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 OR PROCEEDS HAD NOT BEEN RECEIVED BY THE LENDER AND THE BORROWER SHALL BE LIABLE TO PAY TO THE LENDER, AND HEREBY DOES INDEMNIFY THE LENDER AND HOLD THE LENDER HARMLESS FOR FOR, THE AMOUNT OF SUCH PAYMENT OR PROCEEDS SURRENDERED. The provisions of this Section 4.4 4.6 shall be and remain effective notwithstanding any contrary action ----------- which may have been taken by the Lender in reliance upon such payment or Proceeds, and any such contrary action so taken shall be without prejudice to the Lender's rights 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 4.6 shall survive the ----------- termination of this Agreement.

Indemnity for Returned Payments. IF AFTER RECEIPT OF ANY PAYMENT ------------------------------- OF, OR PROCEEDS APPLIED TO THE PAYMENT OF, ALL OR ANY PART OF THE OBLIGATIONS, THE LENDER IS ARE FOR ANY REASON 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, 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 THE LENDER LENDER, AND THE BORROWER SHALL BE LIABLE TO PAY TO THE LENDER, AND HEREBY DOES INDEMNIFY THE LENDER AND HOLD THE HOLDS LENDER HARMLESS FOR FOR, THE AMOUNT OF SUCH PAYMENT OR PROCEEDS SURRENDERED. The provisions of this Section 4.4 2.5(d) shall be and remain effective notwithstanding any contrary action ----------- which may have been taken by the Lender in reliance upon such payment or Proceeds, and any such contrary action so taken shall be without prejudice to the Lender's rights 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 2.5(d) shall survive the ----------- termination of this Agreement.

Indemnity for Returned Payments. IF IF, AFTER RECEIPT OF ANY PAYMENT ------------------------------- OF, OR PROCEEDS WHICH IS APPLIED TO THE PAYMENT OF, OF ALL OR ANY PART OF THE OBLIGATIONS, THE AGENT OR ANY LENDER IS FOR ANY REASON REQUIRED COMPELLED 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, 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 OR PROCEEDS HAD NOT BEEN RECEIVED BY THE LENDER AGENT OR ANY LENDER, AND THE BORROWER BORROWERS SHALL BE LIABLE TO PAY TO THE LENDER, AGENT OR ANY LENDER AND HEREBY DOES DO JOINTLY AND SEVERALLY INDEMNIFY THE LENDER AGENT AND THE LENDERS AND HOLD THE LENDER AGENT AND THE LENDERS HARMLESS FOR THE AMOUNT OF SUCH PAYMENT OR PROCEEDS 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 in reliance upon such payment or Proceedspayment, and any such contrary action so taken shall be without prejudice to the LenderAgent's and the Lenders' rights 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 4.8 shall survive the ----------- termination of this Agreement.

Indemnity for Returned Payments. IF IF, AFTER RECEIPT OF ANY PAYMENT ------------------------------- OF, OR PROCEEDS WHICH IS APPLIED TO THE PAYMENT OF, OF ALL OR ANY PART OF THE OBLIGATIONS, THE LENDER IS FOR ANY REASON REQUIRED COMPELLED 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, 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 OR PROCEEDS HAD NOT BEEN RECEIVED BY THE LENDER LENDER, AND THE BORROWER SHALL BE LIABLE TO PAY TO THE LENDER, LENDER AND HEREBY DOES INDEMNIFY THE LENDER AND HOLD THE LENDER HARMLESS FOR THE AMOUNT OF SUCH PAYMENT OR PROCEEDS SURRENDERED. The provisions of this Section 4.4 4.7 shall be and remain effective notwithstanding any contrary action ----------- which may have been taken by the Lender in reliance upon such payment or Proceedspayment, and any such contrary action so taken shall be without prejudice to the Lender's rights 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 4.7 shall survive the ----------- termination of this Agreement.

Indemnity for Returned Payments. IF AFTER RECEIPT OF ANY PAYMENT ------------------------------- OF, OR PROCEEDS WHICH IS APPLIED TO THE PAYMENT OF, OF ALL OR ANY PART OF THE LOAN OBLIGATIONS, THE LENDER IS FOR ANY REASON REQUIRED COMPELLED 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 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 OR PROCEEDS HAD NOT BEEN RECEIVED BY THE LENDER AND THE BORROWER SHALL BE LIABLE TO PAY TO THE LENDER, LENDER AND HEREBY DOES INDEMNIFY THE LENDER AND HOLD THE LENDER HARMLESS FOR THE AMOUNT OF SUCH PAYMENT OR PROCEEDS SURRENDERED. The provisions of this Section 4.4 4.5 (Indemnity for Returned Payments) shall be and remain effective notwithstanding any contrary action ----------- which may have been taken by the Lender in reliance upon such payment or Proceedspayment, and any such contrary action so taken shall be without prejudice to the Lender's rights 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 4.5 (Indemnity for Returned Payments) shall survive the ----------- termination of this Agreement.

Indemnity for Returned Payments. IF AFTER RECEIPT OF ANY PAYMENT ------------------------------- OF, OR PROCEEDS AMOUNT WHICH IS APPLIED TO THE PAYMENT OF, OF ALL OR ANY PART OF THE OBLIGATIONS, THE LENDER IS FOR ANY REASON REQUIRED COMPELLED TO SURRENDER SUCH PAYMENT OR PROCEEDS TO ANY PERSON, PERSON BECAUSE SUCH PAYMENT OR PROCEEDS 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 OR PROCEEDS HAD NOT BEEN RECEIVED BY THE LENDER AND THE BORROWER SHALL BE LIABLE TO PAY TO THE LENDER, LENDER AND HEREBY DOES INDEMNIFY THE LENDER AND HOLD THE LENDER 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 the Lender in reliance upon such payment or Proceedspayment, and any such contrary action so taken shall be without prejudice to the Lender's rights 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.