Common use of Undeliverable Distributions Clause in Contracts

Undeliverable Distributions. (a) If, on the date that is six months after the Closing Date (the “Reversion Date”), an Initial Lender has failed to comply with its obligations hereunder to provide a completed Administrative Questionnaire and any applicable tax forms required pursuant to Section 3.01(d) with respect to itself, then, without any further action by the Administrative Agent or any Lender, on the Reversion Date each such Initial Lender’s Initial Term Loans deemed made pursuant to Section 2.01 shall be deemed unclaimed property or interests in property pursuant to Section 347(b) of the Bankruptcy Code and an “Unclaimed Distribution” under and as defined in the Bankruptcy Plan and shall revert to the Borrower and be automatically discharged, terminated and cancelled (and the Administrative Agent shall update the Register to reflect such discharge, termination and cancellation). (b) If, on the Reversion Date (or, if later with respect to any Unidentified Claimant that has become a Claimant Assignee on or prior to the Reversion Date, the Response Deadline), the Disbursement Agent holds Initial Term Loans for the benefit of any Unidentified Claimant, such Initial Term Loans shall be deemed unclaimed property or interests in property pursuant to Section 347(b) of the Bankruptcy Code and an “Unclaimed Distribution” under and as defined in the Bankruptcy Plan and shall revert to the Borrower and be automatically discharged, terminated and cancelled (and the Administrative Agent shall update the Register to reflect such discharge, termination and cancellation). For the avoidance of doubt, the Disbursement Agent shall cease to be a Lender and a party to this Agreement on and from the earlier of (x) the later of (A) the Reversion Date and (B) the date on which the last Claimant Assignee completes the documentation required under Section 10.07(b) and (y) the latest Response Deadline for any Unidentified Claimant that shall have become a Claimant Assignee identified prior to the Reversion Date (if any), which date shall be no later than eight months from the Closing Date. The Disbursement Agent shall provide written notice to the Administrative Agent no later than five (5) Business Days prior to the Reversion Date of the principal amount of Initial Term Loans held by the Disbursement Agent for the benefit of Unidentified Claimants which are subject to discharge, termination and cancellation on the Reversion Date pursuant to this Section 2.04(b).

Undeliverable Distributions. If any Allowed Claim Holder’s distribution is returned as undeliverable, no further distributions shall be made to such Holder unless and until the Liquidating Trustee is notified in writing of such Holder’s then-current address. Undeliverable distributions shall remain in the possession of the Liquidating Trustee until such time as a distribution becomes undeliverable, as set forth below. Undeliverable Cash shall not be entitled to any interest, dividends or other accruals of any kind. Any distribution that remains uncashed for a period of one hundred and eight (a180) If, on the date that is six months after the Closing Date (the “Reversion Date”), an Initial Lender has failed to comply with its obligations hereunder to provide a completed Administrative Questionnaire and any applicable tax forms required pursuant to Section 3.01(d) with respect to itself, then, without any further action by the Administrative Agent or any Lender, on the Reversion Date each such Initial Lender’s Initial Term Loans deemed made pursuant to Section 2.01 days shall be deemed unclaimed property or interests in property pursuant to Section 347(b) of undeliverable and the Bankruptcy Code and an “Unclaimed Distribution” under and as defined in the Bankruptcy Plan and distribution shall revert to the Borrower Liquidating Trust, free and clear of the claimant’s interest in the Distribution, to be automatically discharged, terminated and cancelled (and the Administrative Agent shall update the Register to reflect such discharge, termination and cancellation). (b) If, on the Reversion Date (or, if later with respect to any Unidentified Claimant that has become a Claimant Assignee on or prior distributed pursuant to the Reversion Date, the Response Deadline), the Disbursement Agent holds Initial Term Loans for the benefit of any Unidentified Claimant, such Initial Term Loans shall be deemed unclaimed property or interests in property pursuant to Section 347(b) of the Bankruptcy Code and an “Unclaimed Distribution” under and as defined in the Bankruptcy Plan and shall revert to the Borrower and be automatically discharged, terminated and cancelled (and the Administrative Agent shall update the Register to reflect such discharge, termination and cancellation)Plan. For the avoidance of doubt, the Disbursement Agent shall cease (i) any undeliverable distribution to be a Lender and a party to this Agreement on and from the earlier Holder of (x) the later of (A) the Reversion Date and (B) the date on which the last Claimant Assignee completes the documentation required under Section 10.07(b) and (y) the latest Response Deadline for any Unidentified Claimant that shall have become a Claimant Assignee identified prior to the Reversion Date (if any), which date shall be no later than eight months from the Closing Date. The Disbursement Agent shall provide written notice to the Administrative Agent no later than five (5) Business Days prior to the Reversion Date of the principal amount of Initial Term Loans held by the Disbursement Agent for the benefit of Unidentified Claimants which are subject to discharge, termination and cancellation on the Reversion Date an Allowed Settlement Claim pursuant to this Section 2.04(b)section 7.11 shall revert to the Class A Trust Recovery to be available for distribution to Holders of Allowed Settlement Claims in accordance with the terms of the Plan and this Agreement, and (ii) any undeliverable distribution to a Holder of an Allowed General Unsecured Claim pursuant to this section 7.11 shall revert to the Class B Trust Recovery to be available for distribution to Holders of Allowed General Unsecured Claims in accordance with the terms of the Plan and this Agreement. The applicable claimant shall be forever barred from asserting any such Claim on account of the distribution against the Debtor, the Liquidating Trust, the Liquidating Trustee, or their respective assets. No such funds or other property shall escheat to any federal, state, or local government or other entity for any reason. Nothing contained in the Plan, Confirmation Order, or this Agreement shall require the Liquidating Trustee to attempt to locate any Holder of an Allowed Claim.

Undeliverable Distributions. (a) IfThe Disbursing Agent shall make one attempt to make the distributions contemplated hereunder in accordance with the procedures set forth herein. The Disbursing Agent in its sole discretion may, on but shall have no obligation to, attempt to locate holders of undeliverable distributions. Any distributions returned to the date Disbursing Agent as undeliverable or otherwise shall remain in the possession of the applicable Reorganized Debtor until such time as a distribution becomes deliverable, and no further distributions shall be made to such Holder unless such Holder notifies the Disbursing Agent of its then current address. Any Holder of an Allowed Claim entitled to a distribution of property under this Plan that is six months does not assert a claim pursuant to the Plan for an undeliverable distribution, or notify the Disbursing Agent of such Holder’s then current address, within 180 days after the Closing Effective Date shall have its claim for such undeliverable distribution, and any subsequent distribution to which Holder may have been entitled, discharged and shall be forever barred from asserting any such claim against the Reorganized Debtors or their respective property, notwithstanding any federal or state escheat laws to the contrary. Distributions to Holders of Allowed Prepetition Note Secured Claims shall only be made to those Holders that have completed and delivered a Member Certification to the Debtors or Reorganized Debtors (the “Reversion Date”as applicable), an Initial Lender has failed and a Holder of Allowed Prepetition Note Secured Claims shall not be permitted to comply exercise any rights in connection with its obligations hereunder the Reorganized American Apparel Equity Interests, and shall not be entitled to provide purchase any Reorganized American Apparel Equity Interests pursuant to the Equity Commitment Agreement, unless and until it delivers a completed Administrative Questionnaire and any applicable tax forms required pursuant Member Certification to Section 3.01(d) with respect the Debtors or Reorganized Debtors, as applicable. If such Holder does not deliver to itselfthe Reorganized Debtors a completed Member Certification within 180 days of the Effective Date, then, without any further action by the Administrative Agent or any Lender, on the Reversion Date each such Initial Lender’s Initial Term Loans deemed made pursuant to Section 2.01 Holder shall be deemed unclaimed property or interests in property to have waived its distribution and shall not longer be entitled to any distribution on account of its Prepetition Note Secured Claims and to purchase any Reorganized American Apparel Equity Interests pursuant to Section 347(bthe Equity Commitment Agreement. Such Holder shall have its claim for such undeliverable distribution, and any subsequent distribution to which Holder may have been entitled, discharged and shall be forever barred from asserting any such claim against the Reorganized Debtors or their respective property, notwithstanding any federal or state escheat laws to the contrary. In addition, a Holder of Allowed Prepetition Note Secured Claims shall not receive any distribution of Reorganized American Apparel Equity Interests under the Plan or pursuant to the Equity Commitment Agreement unless and until such Holder delivers to the Debtors or Reorganized Debtors (as applicable) of a duly executed counterpart signature page to the Bankruptcy Code and an “Unclaimed Distribution” under and as defined New LLC Agreement in accordance with the procedures set forth in the Bankruptcy Plan Disclosure Statement Order or as otherwise provided in the Confirmation Order. The Reorganized American Apparel Equity Interests will be issued in uncertificated book-entry form, and shall revert the distribution of Reorganized American Apparel Equity Interests to Holders of Allowed Prepetition Note Secured Claims pursuant to the Borrower Plan will be evidenced solely by entry of such issuance in the books and records of Reorganized American Apparel. All subsequent sales and other transfers of Reorganized American Apparel Equity Interests will be automatically discharged, terminated and cancelled (and the Administrative Agent shall update the Register to reflect such discharge, termination and cancellation). (b) If, on the Reversion Date (or, if later with respect to any Unidentified Claimant that has become a Claimant Assignee on or prior subject to the Reversion Date, the Response Deadline), the Disbursement Agent holds Initial Term Loans for the benefit of any Unidentified Claimant, such Initial Term Loans shall be deemed unclaimed property or interests in property pursuant to Section 347(b) of the Bankruptcy Code and an “Unclaimed Distribution” under and as defined restrictions set forth in the Bankruptcy Plan New LLC Agreement and shall revert to will be valid and recognized only if made in accordance with the Borrower terms and be automatically discharged, terminated and cancelled (and conditions set forth in the Administrative Agent shall update the Register to reflect such discharge, termination and cancellation). For the avoidance of doubt, the Disbursement Agent shall cease to be a Lender and a party to this Agreement on and from the earlier of (x) the later of (A) the Reversion Date and (B) the date on which the last Claimant Assignee completes the documentation required under Section 10.07(b) and (y) the latest Response Deadline for any Unidentified Claimant that shall have become a Claimant Assignee identified prior to the Reversion Date (if any), which date shall be no later than eight months from the Closing Date. The Disbursement Agent shall provide written notice to the Administrative Agent no later than five (5) Business Days prior to the Reversion Date of the principal amount of Initial Term Loans held by the Disbursement Agent for the benefit of Unidentified Claimants which are subject to discharge, termination and cancellation on the Reversion Date pursuant to this Section 2.04(b)New LLC Agreement.