Common use of Invalidated Payments Clause in Contracts

Invalidated Payments. If any amount paid by any Pari Passu Secured Party to the Pari Passu Collateral Agent for distribution in accordance with the provisions of this Agreement is subsequently required to be returned or repaid in whole or in part, whether by court order, settlement or otherwise, such Pari Passu Secured Party shall promptly notify the Pari Passu Collateral Agent in writing of such requirement, the Pari Passu Collateral Agent shall notify each Authorized Representative thereof in writing, and such Pari Passu Secured Party shall pay to the Pari Passu Collateral Agent the pro rata portion received by it of such amount, without any interest thereon, for payment to the appropriate party in interest; provided, however, with respect to the Trustee, such amount shall only be paid to the Pari Passu Collateral Agent to the extent that (a) the Trustee has not previously distributed the amount required to be repaid to the Holders, unless the Trustee has been found by a court of competent jurisdiction to have been grossly negligent or to have engaged in willful misconduct in making any such distribution, or (b) such amount has been returned by the Holders to the Trustee, whether as a result of an injunctive order or otherwise. If any such amounts are subsequently recovered by any Pari Passu Secured Party, such Pari Passu Secured Party shall promptly remit such amounts upon receipt to the Pari Passu Collateral Agent, and the Pari Passu Collateral Agent shall redistribute such amounts to the Pari Passu Secured Parties, without any interest thereon, on the same basis as such amounts were originally distributed. The obligations of the Pari Passu Secured Parties and the Pari Passu Collateral Agent under this Section 2.7 shall survive the repayment of the Pari Passu Obligations and termination of all of the Pari Passu Documents.

Invalidated Payments. If the Collateral Agent or any other Benefited Party receives any amount paid by any Pari Passu Secured Party pursuant to the Pari Passu Collateral Agent for distribution in accordance with the provisions of this Agreement that is subsequently required to be returned or repaid by the Collateral Agent or such other Benefited Party to the Company, any other Grantor or any Affiliate thereof or their respective representatives or successors in whole or in partinterest, whether by court order, settlement or otherwiseotherwise (a "REPAYMENT EVENT"), such Pari Passu Secured Party shall promptly notify the Pari Passu Collateral Agent in writing of such requirement, the Pari Passu Collateral Agent shall notify each Authorized Representative thereof in writing, and such Pari Passu Secured Party shall pay to the Pari Passu Collateral Agent the pro rata portion received by it of such amount, without any interest thereon, for payment to the appropriate party in interest; provided, however, with respect to the Trustee, such amount shall only be paid to the Pari Passu Collateral Agent to the extent that then (a) if the Trustee has not previously Repayment Event results in the Collateral Agent being required to return or repay any amount distributed by it to the other Benefited Parties under this Agreement, each Benefited Party to which such amount was distributed shall, forthwith upon its receipt of a notice thereof from the Collateral Agent, pay the Collateral Agent an amount equal to its ratable share (based on the amount distributed to such Benefited Party) of the amount required to be returned or repaid relating to such Repayment Event, together with its ratable share (determined in the Holders, unless same manner) of any interest which the Trustee has been found by a court of competent jurisdiction Collateral Agent is required to have been grossly negligent pay on the amount so returned or to have engaged in willful misconduct in making any such distribution, or repaid, (b) if the Repayment Event results in any Benefited Party being required to return or repay any amount received by it for its own account under this Agreement to the Company, any other Grantor or any Affiliate thereof or their respective representatives or successors in interest (any such Benefited Party, an "AFFECTED BENEFITED PARTY") and such Repayment Event is not the direct result of such Affected Benefited Party's willful misconduct, each other Benefited Party shall, forthwith upon its receipt of a notice thereof from the Affected Benefited Party, pay the Collateral Agent an amount for distribution to such Affected Benefited Party such that, after giving effect to such payment and distribution, all Benefited Parties shall have received such proportion of the amounts distributed pursuant to this Agreement as they would have received had the original payment which gave rise to such Repayment Event not occurred (such payment by each other Benefited Party to be accompanied by such Benefited Party's ratable share (based on the amount received by such Benefited Party) of any interest which the Affected Benefited Party is required to pay on the amount so returned or repaid), and (c) in either case, the Collateral Agent shall thereafter apply all amounts to be distributed pursuant hereto in a manner consistent with the terms of this Agreement such that all Benefited Parties receive such proportion of such amounts as they would have received had the original payment which gave rise to such Repayment Event not occurred; it being understood that if any Benefited Party shall fail to promptly pay any such amount has been returned by the Holders to the Trustee, whether as a result of an injunctive order or otherwise. If any such amounts are subsequently recovered by any Pari Passu Secured Party, such Pari Passu Secured Party shall promptly remit such amounts upon receipt to the Pari Passu Collateral Agent, and the Pari Passu Collateral Agent shall redistribute may deduct such amounts amount from any amount payable thereafter to the Pari Passu Secured Parties, without any interest thereon, on the same basis as such amounts were originally distributed. The obligations of the Pari Passu Secured Parties and the Pari Passu Collateral Agent Benefited Party under this Section 2.7 shall survive the repayment of the Pari Passu Obligations and termination of all of the Pari Passu DocumentsAgreement.

Invalidated Payments. If any amount paid by any Pari Passu Secured Party to the Pari Passu Collateral Agent for distribution in accordance with the provisions of this Agreement is subsequently required to be returned or repaid in whole or in part, whether by court order, settlement or otherwise, such Pari Passu Secured Party shall promptly notify the Pari Passu Collateral Agent in writing of such requirement, the Pari Passu Collateral Agent shall notify each Authorized Representative thereof in writing, and such Pari Passu Secured Party shall pay to the Pari Passu Collateral Agent the pro rata portion received by it of such amount, without any interest thereon, for payment to the appropriate party in interest; provided, however, with respect to the Original Trustee and New Trustee, such amount shall only be paid to the Pari Passu Collateral Agent to the extent that (a) the Original Trustee or the New Trustee, as the case may be, has not previously distributed the amount required to be repaid to the Original Holders and/or the New Holders, respectively, unless the Original Trustee or the New Trustee, as the case may be, has been found by a court of competent jurisdiction to have been grossly negligent or to have engaged in willful misconduct in making any such distribution, or (b) such amount has been returned by the Original Holders and/or the New Holders to the Original Trustee or the New Trustee, as the case may be, whether as a result of an injunctive order or otherwise. If any such amounts are subsequently recovered by any Pari Passu Secured Party, such Pari Passu Secured Party shall promptly remit such amounts upon receipt to the Pari Passu Collateral Agent, and the Pari Passu Collateral Agent shall redistribute such amounts to the Pari Passu Secured Parties, without any interest thereon, on the same basis as such amounts were originally distributed. The obligations of the Pari Passu Secured Parties and the Pari Passu Collateral Agent under this Section 2.7 2.6 shall survive the repayment of the Pari Passu Obligations and termination of all of the Pari Passu Documents.

Invalidated Payments. If the Agent or any Obligee receives any amount paid by any Pari Passu Secured Party which is shared pursuant to the Pari Passu Collateral Agent for distribution in accordance with the provisions of this Agreement Guaranty that is subsequently required to be returned or repaid by the Agent or Obligee to the Guarantor, the Company or any affiliate thereof or their respective representatives or successors in whole or in partinterest, whether by court order, settlement or otherwiseotherwise (a "Repayment Event"), such Pari Passu Secured Party shall promptly notify the Pari Passu Collateral Agent in writing of such requirement, the Pari Passu Collateral Agent shall notify each Authorized Representative thereof in writing, and such Pari Passu Secured Party shall pay to the Pari Passu Collateral Agent the pro rata portion received by it of such amount, without any interest thereon, for payment to the appropriate party in interest; provided, however, with respect to the Trustee, such amount shall only be paid to the Pari Passu Collateral Agent to the extent that then (a) if the Trustee has not previously Repayment Event results in the Agent being required to return or repay any amount distributed by it to the Obligees under this Guaranty, each Obligee to which such amount was distributed shall, forthwith upon its receipt of a notice thereof from the Agent, pay the Agent an amount equal to its ratable share (based on the amount distributed to such Obligee) of the amount required to be returned or repaid relating to the Holders, unless the Trustee has been found by a court of competent jurisdiction to have been grossly negligent or to have engaged in willful misconduct in making any such distribution, or Repayment Event, (b) if the Repayment Event results in any Obligee (any such Obligee, an "Affected Obligee") being required to return or repay any amount received by it which was delivered to and distributed by the Agent to the Affected Obligee and the other Obligees pursuant to this Guaranty, each other Obligee to which any amount was distributed shall, forthwith upon its receipt of notice thereof from the Affected Obligee, pay the Agent an amount, up to an amount equal to the prior distributions to such other Obligee, for distribution to such Affected Obligee such that, after giving effect to such payment and distribution, all Obligees shall have received such proportion of the amounts distributed pursuant to this Guaranty as they would have received had the original payment which was the subject of the Repayment Event not occurred, and (c) in either case, the Agent shall thereafter apply all amounts to be distributed pursuant hereto in a manner consistent with the terms of this Guaranty such that all Obligees receive such proportion of such amounts as they would have received had the original payment which is required to be returned or repaid as the result of a Repayment Event not occurred; it being understood that if any Obligee shall fail to promptly pay any such amount has been returned by the Holders to the TrusteeAgent, whether as a result of an injunctive order or otherwise. If (i) the Agent may deduct such amount from any amount payable thereafter to such amounts are subsequently recovered by any Pari Passu Secured PartyObligee under this Guaranty, and (ii) such Pari Passu Secured Party shall promptly remit such amounts upon receipt amount not paid to the Pari Passu Collateral Agent within thirty (30) days of receipt of such notice from the Agent, and shall bear interest from the Pari Passu Collateral Agent shall redistribute expiry of such amounts thirty (30) day period at a rate per annum equal to the Pari Passu Secured Parties, without any interest thereon, on Base Rate (as defined in the same basis as Credit Agreement) from time to time and shall be due and owing by such amounts were originally distributed. The obligations of the Pari Passu Secured Parties and the Pari Passu Collateral Agent under this Section 2.7 shall survive the repayment of the Pari Passu Obligations and termination of all of the Pari Passu DocumentsObligee.