Turnover of Proceeds. The parties hereto agree that if, at any time, a Creditor (a “Receiving Creditor”) (x) receives any payment, distribution, security or the proceeds thereof to which another Creditor or Creditors shall, under the terms of Section 1 of this Agreement, be entitled (the “Wrong Payments”) and (y) the Receiving Creditor either (A) had actual knowledge, at the time of such receipt, that such payment, distribution or proceeds were wrongfully received by it or (B) another Creditor or Creditors shall have given written notice to the Receiving Creditor, prior to such receipt, of its good faith belief that such payments, distributions or proceeds are being misapplied, and such notice contains evidence reasonably satisfactory to the Receiving Creditor of such misapplication, then such Receiving Creditor shall receive and hold the same separately and in trust for the benefit of, and shall forthwith pay over and deliver the same to the relevant Creditor. Without limiting the rights and remedies of the other Creditors, to the extent the Wrong Payments have been received and applied by the Receiving Creditor making the turnover of the same impossible, the Receiving Creditor agrees that such Wrong Payments shall be netted against future payments to which it is entitled under the relevant Financing Documents. For purposes of the foregoing, (i) the actual knowledge of the 2015-2 Trustee shall be determined based on the actual knowledge of the 2015-2 Trustee’s Responsible Officers (as defined in the 0000-0 Xxxxxxxxx), it being understood that each such Responsible Officer shall have no duty to make any inquiry regarding the propriety of any payment, distribution or proceeds, (ii) the actual knowledge of the 2015-1 Trustee shall be determined based on the actual knowledge of the 2015-1 Trustee’s Responsible Officers (as defined in the 0000-0 Xxxxxxxxx), it being understood that each such Responsible Officer shall have no duty to make any inquiry regarding the propriety of any payment, distribution or proceeds, (iii) the actual knowledge of the 2014-2 Trustee shall be determined based on the actual knowledge of the 2014-2 Trustee’s Responsible Officers (as defined in the 0000-0 Xxxxxxxxx), it being understood that each such Responsible Officer shall have no duty to make any inquiry regarding the propriety of any payment, distribution or proceeds, (iv) the actual knowledge of the 2014-1 Trustee shall be determined based on the actual knowledge of the 2014-1 Trustee’s Responsible ...
Turnover of Proceeds. The parties hereto agree that if, at any time, a Creditor (a "Receiving Creditor") (x) receives any payment, distribution, security or the proceeds thereof to which another Creditor or Creditors shall, under the terms of Section 1 of this Agreement, be entitled and (y) the Receiving Creditor either (A) had actual knowledge, at the time of such receipt, that such payment, distribution or proceeds were wrongfully received by it or (B) another Creditor or Creditors shall have given written notice to the Receiving Creditor, prior to such receipt, of its good faith belief that such payments, distributions or proceeds are being misapplied, and such notice contains evidence reasonably satisfactory to the Receiving Creditor of such misapplication, then such Receiving Creditor shall receive and hold the same separately and in trust for the benefit of, and shall forthwith pay over and deliver the same to the relevant Creditor. For purposes of the foregoing, (i) the actual knowledge of the 2006-1 Trustee shall be determined based on the actual knowledge of the 2006-1 Trustee's Responsible Officers (as defined in the 0000-0 Xxxxxxxxx) and (ii) ) the actual knowledge of the 2006-2 Trustee shall be determined based on the actual knowledge of the 2006-2 Trustee's Responsible Officers (as defined in the 0000-0 Xxxxxxxxx), it being understood that each such Responsible Officer shall have no duty to make any inquiry regarding the propriety of any payment, distribution or proceeds.
Turnover of Proceeds. The parties hereto agree that if, at any time, a Creditor (a “Receiving Creditor”) (x) receives any payment, distribution, security or the proceeds thereof to which another Creditor or Creditors shall, under the terms of Section 1 of this Agreement, be entitled (the “Wrong Payments”) and (y) the Receiving Creditor either (A) had actual knowledge, at the time of such receipt, that such payment, distribution or proceeds were wrongfully received by it or
Turnover of Proceeds. To the extent that any holder of Hampshire Debt obtains proceeds in respect of any of the Collateral or pursuant to the exercise of any of its rights of offset or any of its banker's liens other than as provided for in Section 3.1 hereof, it shall take such actions as may be necessary (including, without limitation, turning over such proceeds to an Agent) in order to comply with the requirements of this Agreement in respect of such proceeds (including, without limitation, the allocation, distribution and sharing provisions of Section 3.1 hereof). Nothing in this Section 3.2 shall prohibit or prevent any Hampshire Entity from making any payment to an Agent or a holder of Hampshire Debt that is a scheduled payment under the Bank Documents or the Noteholder Documents, as the case may be, or, if unscheduled and if proceeds of Collateral have been used to fund such payment, has not occurred during the existence of any default or event of default under the Bank Documents or the Noteholder Documents or pursuant to any exercise of a right or remedy in respect of the Collateral. Any turnover of proceeds to an Agent effected under this Section 3.2 shall be distributed by such Agent to the holders of Hampshire Debt so as to give effect to how such proceeds would have been so distributed under Section 3.1 hereof if originally distributed pursuant to such Section.
Turnover of Proceeds. If any Second Lien Secured Party obtains possession of any Shared Collateral or realizes any proceeds or payment in respect of any such Shared Collateral other than pursuant to the terms of the Second Lien Parity Intercreditor Agreement, at any time prior to the discharge of each of the Second Lien Obligations, then it will hold such Shared Collateral, proceeds or payment in trust for the other Second Lien Secured Parties and promptly transfer such Shared Collateral, proceeds or payment, as the case may be, to the Controlling Collateral Agent, to be distributed in accordance with the “Priority of Claims” provision above.
Turnover of Proceeds. While any Member Loan is outstanding, the Borrower acknowledges that, to the extent required to repay any Member Loan (including accrued and unpaid interest) in full, in repayment thereof the Company shall be obligated to pay directly to the Noteholder the amount of any distributions payable to the Borrower
Turnover of Proceeds. Each Bank agrees that (a) if at any time -------------------- it shall receive the proceeds of any collateral or any proceeds thereof pursuant to the terms of the Security Documents or (b) if after an Event of Default shall have occurred and be continuing it shall receive any payment on account of the Loans, the L/C Obligations or any other amounts owing hereunder, under the other Loan Documents or the Interest Rate Protection Agreements (other than through application by the Administrative Agent in accordance with subsection 10.2), it shall promptly turn the same over to the Administrative Agent for application in accordance with the terms of subsection 10.2.
Turnover of Proceeds. Section 7.3 of the Original Note is hereby amended and restated in its entirety as follows: 7.3
Turnover of Proceeds. Section 7.3 (Turnover of Proceeds) is hereby amended and restated in its entirety as follows:
Turnover of Proceeds. The parties hereto agree that if, at any time, a Creditor (a "Receiving Creditor") (x) receives any payment, distribution, security or the proceeds thereof to which another Creditor or Creditors shall, under the terms of Section 1 of this Agreement, be entitled and (y) the Receiving Creditor either (A) had actual knowledge, at the time of such receipt, that such payment, distribution or proceeds were wrongfully received by it or (B) another Creditor or Creditors shall have given written notice to the Receiving Creditor, prior to such receipt, of its good faith belief that such payments, distributions or proceeds are being misapplied, and such notice contains evidence reasonably satisfactory to the Receiving Creditor of such misapplication, then such Receiving Creditor shall receive and hold the same separately and in trust for the benefit of, and shall forthwith pay over and deliver the same to the relevant Creditor. For purposes of the foregoing, the actual knowledge of the Trustee shall be determined based on the actual knowledge of the Trustee's Responsible Officers (as defined in the 2003-1 Indenture or the 2004-1 Indenture, as applicable), it being understood that each such Responsible Officer shall have no duty to make any inquiry regarding the propriety of any payment, distribution or proceeds.
