Common use of Contested Payments Clause in Contracts

Contested Payments. The determination whether any Contested Payment is ------------------ or should be rescinded, returned, assigned, or reconveyed shall be made by Agent and Lenders in their sole discretion, provided, that if Agent and Lenders choose -------- not to contest any such rescission, return, assignment, or reconveyance, Agent shall so notify Borrower in writing and any guarantor of the Obligations (but only such obligors as are not then a debtor under any case under the Bankruptcy Code) and such obligor may, in its sole discretion, accept tender of defense of such rescission, return, assignment, or reconveyance, upon the following terms and conditions: (i) within thirty (30) days after receipt of such notice from Agent, the obligor shall notify Agent in writing of acceptance of tender of defense of such rescission, return, assignment, or reconveyance (upon such notice to Agent, the obligor shall become a "Contesting Obligor"); (ii) the Contesting Obligor shall, at its own cost, expense, and risk, institute and diligently prosecute any legal action or proceeding as may be necessary to contest such rescission, return, assignment, or reconveyance, and shall pay and or satisfy any money judgment that may be entered against Agent or Lenders in connection therewith; (iii) the Contesting Obligor shall indemnify and hold Agent and Lenders harmless from and against all costs and expenses, including reasonable fees and expenses of attorneys, accountants, appraisers, and other professionals which are expended or incurred by Agent in connection with such contest, including in any litigation with respect thereto; and (iv) the Contesting Obligor shall provide Agent with adequate assurance of its financial and legal ability to perform under this Section 13.18(b). If no obligor timely accepts tender of defense as a Contesting Obligor, or upon the failure of any of the other terms and conditions set forth above, Agent and Lenders may, in their sole discretion, rescind, return, assign, or reconvey such Contested Payment. Any rescission, return, assignment, or reconveyance by Agent or Lenders whether or not in connection with any action, proceeding, settlement, or determination pursuant to this Section 13.18(b) shall cause the Obligations to be revived as provided by Section 13.18(a).

Contested Payments. The determination whether any Contested ------------------ Payment is ------------------ or should be rescinded, returned, assigned, or reconveyed shall be made by Agent and Lenders in their sole discretion, provided, that if Agent and -------- Lenders choose -------- not to contest any such rescission, return, assignment, or reconveyance, Agent shall so notify Borrower in writing and any guarantor of the Obligations (but only such obligors as are not then a debtor under any case under the Bankruptcy Code) and such obligor may, in its sole discretion, accept tender of defense of such rescission, return, assignment, or reconveyance, upon the following terms and conditions: (i) within thirty (30) days after receipt of such notice from Agent, the obligor shall notify Agent in writing of acceptance of tender of defense of such rescission, return, assignment, or reconveyance (upon such notice to Agent, the obligor shall become a "Contesting Obligor"); (ii) the Contesting Obligor shall, at its own cost, expense, and risk, institute and diligently prosecute any legal action or proceeding as may be necessary to contest such rescission, return, assignment, or reconveyance, and shall pay and or satisfy any money judgment that may be entered against Agent or Lenders in connection therewith; (iii) the Contesting Obligor shall indemnify and hold Agent and Lenders harmless from and against all costs and expenses, including reasonable fees and expenses of attorneys, accountants, appraisers, and other professionals which are expended or incurred by Agent in connection with such contest, including in any litigation with respect thereto; and (iv) the Contesting Obligor shall provide Agent with adequate assurance of its financial and legal ability to perform under this Section 13.18(b). If no obligor timely accepts tender of defense as a Contesting Obligor, or upon the failure of any of the other terms and conditions set forth above, Agent and Lenders may, in their sole discretion, rescind, return, assign, or reconvey such Contested Payment. Any rescission, return, assignment, or reconveyance by Agent or Lenders whether or not in connection with any action, proceeding, settlement, or determination pursuant to this Section 13.18(b) shall cause the Obligations to be revived as provided by Section 13.18(a).