Common use of Returned Amounts Clause in Contracts

Returned Amounts. If at any time the Collateral Agent, the Agent or any Secured Party shall be required to restore or return, or if such party (with the consent of the Required Secured Parties) restores or returns in good faith settlement of pending or threatened avoidance claims, to the Borrower or any other Person other than to another Secured Party any Distributions or any portion thereof, whether by reason of the insolvency, reorganization or other similar event in respect of the Borrower or such Person or otherwise (a "Returned Amount"), then, (i) the Collateral Agent shall promptly give notice of the Returned Amount to each Secured Party, and (ii) each of the Secured Parties shall promptly transfer to the Collateral Agent (for reimbursement to the Collateral Agent or such Secured Party, as the case may be) such amounts as are necessary such that each Secured Party shall have received and retained the amount it would have received under Section 3.4(b) had the Returned Amount not previously been distributed (its "Returned Amount Share"). If any Secured Party (a "Non-Returning Secured Party") fails to tender payment of its Returned Amount Share, then the Collateral Agent is hereby expressly granted the right thereafter to, and shall, withhold from any Distributions (including, without limitation, Collateral Proceeds) otherwise payable to such Non-Returning Secured Party an amount equal to its Returned Amount Share remaining unpaid at such time of receipt of such Distributions (including, without limitation, Collateral Proceeds) and apply such amount withheld in satisfaction of such Returned Amount Share. The Collateral Agent shall also have the right to collect from such Non-Returning Secured Party, and/or withhold from any Distributions to otherwise be made to such Non-Returning Secured Party, the Collateral Agent's reasonable costs and expenses incurred in collecting such Non-Returning Secured Party's Returned Amount Share, plus interest on any unpaid portion of such Returned Amount Share at the federal judgment rate from the date the Collateral Agent first requested payment of such Returned Amount Share. The agreements in this Section 3.4(c) shall survive the payment of the Outstanding Senior Indebtedness and the termination of the Security Instruments the other Transaction Documents and this Agreement.

Returned Amounts. If at any time the Collateral Agent, the Agent or any Secured Party Creditor shall be required to restore or return, or if such party (with the consent of the Required Secured PartiesCreditors) restores or returns in good faith settlement of pending or threatened avoidance claims, to the Borrower or any other Person other than to another Secured Party Creditor any Distributions made on or after the Effective Date or any portion thereof, whether by reason of the insolvency, reorganization or other similar event in respect of the Borrower or such Person or otherwise (a "Returned Amount"), then, (i) the Collateral Agent shall promptly give notice of the Returned Amount to each Secured PartyCreditor, and (ii) each of the Secured Parties Creditors shall promptly transfer to the Collateral Agent (for reimbursement to the Collateral Agent or such Secured PartyCreditor, as the case may be) such amounts as are necessary such that each Secured Party Creditor shall have received and retained the amount it would have received under Section 3.4(b15(b) had the Returned Amount not previously been distributed (its "Returned Amount Share"). If any Secured Party Creditor (a "Non-Returning Secured PartyCreditor") fails to tender payment of its Returned Amount Share, then the Collateral Agent is hereby expressly granted the right thereafter to, and shall, withhold from any Distributions (including, without limitation, Collateral Proceeds) otherwise payable to such Non-Returning Secured Party Creditor an amount equal to its Returned Amount Share remaining unpaid at such time of receipt of such Distributions (including, without limitation, Collateral Proceeds) and apply such amount withheld in satisfaction of such Returned Amount Share. The Collateral Agent shall also have the right to collect from such Non-Returning Secured PartyCreditor, and/or withhold from any Distributions to otherwise be made to such Non-Returning Secured PartyCreditor, the Collateral Agent's reasonable costs and expenses incurred in collecting such Non-Returning Secured PartyCreditor's Returned Amount Share, plus interest on any unpaid portion of such Returned Amount Share at the federal judgment rate from the date the Collateral Agent first requested payment of such Returned Amount Share. The agreements in this Section 3.4(c15(c)) shall survive the payment of the Outstanding Senior Indebtedness Bank Loans and Notes and the termination of the Security Instruments Instruments, the other Transaction Debt Documents and this Agreement.

Returned Amounts. If at any time the Collateral Agent, the Agent or any Secured Party Creditor shall be required to restore or return, or if such party (with the consent of the Required Secured PartiesCreditors) restores or returns in good faith settlement of pending or threatened avoidance claims, to the Borrower Company or any other Person other than to another Secured Party Creditor any Distributions made on or after the Effective Date or any portion thereof, whether by reason of the insolvency, reorganization or other similar event in respect of the Borrower Company or such Person or otherwise (a "Returned AmountRETURNED AMOUNT"), then, (i) the Collateral Agent shall promptly give notice of the Returned Amount to each Secured PartyCreditor, and (ii) each of the Secured Parties Creditors shall promptly transfer to the Collateral Agent (for reimbursement to the Collateral Agent or such Secured PartyCreditor, as the case may be) such amounts as are necessary such that each Secured Party Creditor shall have received and retained the amount it would have received under Section 3.4(bSECTION 14(b) had the Returned Amount not previously been distributed (its "Returned Amount ShareRETURNED AMOUNT SHARE"). If any Secured Party Creditor (a "NonNON-Returning Secured PartyRETURNING SECURED CREDITOR") fails to tender payment of its Returned Amount Share, then the Collateral Agent is hereby expressly granted the right thereafter to, and shall, withhold from any Distributions (including, without limitation, Collateral Proceeds) otherwise payable to such Non-Returning Secured Party Creditor an amount equal to its Returned Amount Share remaining unpaid at such time of receipt of such Distributions (including, without limitation, Collateral Proceeds) and apply such amount withheld in satisfaction of such Returned Amount Share. The Collateral Agent shall also have the right to collect from such Non-Returning Secured PartyCreditor, and/or withhold from any Distributions to otherwise be made to such Non-Returning Secured PartyCreditor, the Collateral Agent's reasonable costs and expenses incurred in collecting such Non-Returning Secured PartyCreditor's Returned Amount Share, plus interest on any unpaid portion of such Returned Amount Share at the federal judgment rate from the date the Collateral Agent first requested payment of such Returned Amount Share. The agreements in this Section 3.4(cSECTION 14(c) shall survive the payment of the Outstanding Senior Indebtedness Bank Loans, Secured Lease Obligations and Notes and the termination of the Security Instruments Instruments, the other Transaction Debt Documents and this Agreement.

Returned Amounts. If at any time the Collateral Agent, the Agent or any Secured Party Creditor shall be required to restore or return, or if such party (with the consent of the Required Secured PartiesCreditors) restores or returns in good faith settlement of pending or threatened avoidance claims, to the Borrower Company or any other Person other than to another Secured Party Creditor any Distributions made on or after the Effective Date or any portion thereof, whether by reason of the insolvency, reorganization or other similar event in respect of the Borrower Company or such Person or otherwise (a "Returned AmountRETURNED AMOUNT"), then, (i) the Collateral Agent shall promptly give notice of the Returned Amount to each Secured PartyCreditor, and (ii) each of the Secured Parties Creditors shall promptly transfer to the Collateral Agent (for reimbursement to the Collateral Agent or such Secured PartyCreditor, as the case may be) such amounts as are necessary such that each Secured Party Creditor shall have received and retained the amount it would have received under Section 3.4(bSECTION 15(b) had the Returned Amount not previously been distributed (its "Returned Amount ShareRETURNED AMOUNT SHARE"). If any Secured Party Creditor (a "NonNON-Returning Secured PartyRETURNING SECURED CREDITOR") fails to tender payment of its Returned Amount Share, then the Collateral Agent is hereby expressly granted the right thereafter to, and shall, withhold from any Distributions (including, without limitation, Collateral Proceeds) otherwise payable to such Non-Returning Secured Party Creditor an amount equal to its Returned Amount Share remaining unpaid at such time of receipt of such Distributions (including, without limitation, Collateral Proceeds) and apply such amount withheld in satisfaction of such Returned Amount Share. The Collateral Agent shall also have the right to collect from such Non-Returning Secured PartyCreditor, and/or withhold from any Distributions to otherwise be made to such Non-Returning Secured PartyCreditor, the Collateral Agent's reasonable costs and expenses incurred in collecting such Non-Returning Secured PartyCreditor's Returned Amount Share, plus interest on any unpaid portion of such Returned Amount Share at the federal judgment rate from the date the Collateral Agent first requested payment of such Returned Amount Share. The agreements in this Section 3.4(cSECTION 15(c) shall survive the payment of the Outstanding Senior Indebtedness Bank Loans and the Notes, and the termination of the Security Instruments the other Transaction Debt Documents and this Agreement.