Common use of Turnover obligations Clause in Contracts

Turnover obligations. Notwithstanding any provision in this Agreement to the contrary, the Junior Trustee shall only have an obligation to turn over or repay amounts received or recovered under this Agreement by it (i) if it had actual knowledge that the receipt or recovery is an amount received in breach of a provision of this Agreement (a “Turnover Receipt”) and (ii) to the extent that, prior to receiving that knowledge, it has not distributed the amount of the Turnover Receipt to the Junior Lenders for which it is the Creditor Representative in accordance with the provisions of the relevant Junior Financing Documents. For the purpose of this Clause 16.32, (i) “actual knowledge” of the Junior Trustee shall be construed to mean the Junior Trustee shall not be charged with knowledge (actual or otherwise) of the existence of facts that would impose an obligation on it to make any payment or prohibit it from making any payment unless a responsible officer of the Junior Trustee has received, not less than two Business Days’ prior to the date of such payment, a written notice that such payments are required or prohibited by this Agreement; and (ii) “responsible officer” when used in relation to the Junior Trustee means any person who is an officer within the corporate trust and agency department of the Junior Trustee, including any director, associate director, vice president, assistance vice president, senior associate, assistant treasurer, trust officer, or any other officer of the Junior Trustee who customarily performs functions similar to those performed by such officers, or to whom any corporate trust matter is referred because of such individual’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Agreement.

Turnover obligations. Notwithstanding any provision in this Agreement to the contrary, the Junior a Note Trustee shall only have an obligation to turn over or repay amounts received or recovered under this Agreement by it (i) if it had actual knowledge that the receipt or recovery is an amount received in breach of a provision of this Agreement (a “Turnover Receipt”) and (ii) to the extent that, prior to receiving that knowledge, it has not distributed the amount of the Turnover Receipt to the Junior Lenders Noteholders for which it is the Creditor Representative in accordance with the provisions of the relevant Junior Financing DocumentsNote Indenture. For the purpose of this Clause 16.3221.5, (i) “actual knowledge” of the Junior Note Trustee shall be construed to mean the Junior Note Trustee shall not be charged with knowledge (actual or otherwise) of the existence of facts that would impose an obligation on it to make any payment or prohibit it from making any payment unless a responsible officer of the Junior such Note Trustee has received, not less than two Business Days’ prior to the date of such payment, a written notice that such payments are required or prohibited by this Agreement; and (ii) “responsible officer” when used in relation to the Junior Note Trustee means any person who is an officer within the corporate trust and agency department of the Junior Note Trustee, including any director, associate director, vice president, assistance vice president, senior associate, assistant treasurer, trust officer, or any other officer of the Junior Note Trustee who customarily performs functions similar to those performed by such officers, or to whom any corporate trust matter is referred because of such individual’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Agreement.

Turnover obligations. Notwithstanding any provision in this Agreement to the contrary, the Junior Trustee a Noteholders’ Agent shall only have an obligation to turn over or repay amounts received or recovered under this Agreement by it (i) if it had actual knowledge that the receipt or recovery is an amount received in breach of a provision of this Agreement (a “Turnover Receipt”) and (ii) to the extent that, prior to receiving that knowledge, it has not distributed the amount of the Turnover Receipt to the Junior Lenders Noteholders for which it is the Creditor Representative in accordance with the provisions of the relevant Junior Financing DocumentsNotes Terms and Conditions. For the purpose of this Clause 16.3214.5, (i) “actual knowledge” of the Junior Trustee Noteholders’ Agent shall be construed to mean the Junior Trustee Noteholders’ Agent shall not be charged with knowledge (actual or otherwise) of the existence of facts that would impose an obligation on it to make any payment or prohibit it from making any payment unless a responsible officer of the Junior Trustee such Noteholders’ Agent has received, not less than two (2) Business Days’ prior to the date of such payment, a written notice that such payments are required or prohibited by this Agreement; and (ii) “responsible officer” when used in relation to the Junior Trustee Noteholders’ Agent means any person who is an officer within the corporate trust and agency department of the Junior TrusteeNoteholders’ Agent, including any director, associate director, vice president, assistance vice president, senior associate, assistant treasurer, trust agency officer, or any other officer of the Junior Trustee Noteholders’ Agent who customarily performs functions similar to those performed by such officers, or to whom any corporate trust agency matter is referred because of such individual’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Agreement.

Turnover obligations. ‌ Notwithstanding any provision in this Agreement to the contrary, the Junior Trustee a Noteholders’ Agent shall only have an obligation to turn over or repay amounts received or recovered under this Agreement by it (i) if it had actual knowledge that the receipt or recovery is an amount received in breach of a provision of this Agreement (a “Turnover Receipt”) and (ii) to the extent that, prior to receiving that knowledge, it has not distributed the amount of the Turnover Receipt to the Junior Lenders Noteholders for which it is the Creditor Representative in accordance with the provisions of the relevant Junior Financing DocumentsNotes Terms and Conditions. For the purpose of this Clause 16.3214.5, (i) “actual knowledge” of the Junior Trustee Noteholders’ Agent shall be construed to mean the Junior Trustee Noteholders’ Agent shall not be charged with knowledge (actual or otherwise) of the existence of facts that would impose an obligation on it to make any payment or prohibit it from making any payment unless a responsible officer of the Junior Trustee such Noteholders’ Agent has received, not less than two (2) Business Days’ prior to the date of such payment, a written notice that such payments are required or prohibited by this Agreement; and (ii) “responsible officer” when used in relation to the Junior Trustee Noteholders’ Agent means any person who is an officer within the corporate trust and agency department of the Junior TrusteeNoteholders’ Agent, including any director, associate director, vice president, assistance vice president, senior associate, assistant treasurer, trust agency officer, or any other officer of the Junior Trustee Noteholders’ Agent who customarily performs functions similar to those performed by such officers, or to whom any corporate trust agency matter is referred because of such individual’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Agreement.

Turnover obligations. Notwithstanding any provision in this Agreement to the contrary, the Junior a Notes Trustee shall only have an obligation to turn over or repay amounts received or recovered under this Agreement by it (i) if it had actual knowledge that the receipt or recovery is an amount received in breach of a provision of this Agreement (a “Turnover Receipt”) and (ii) to the extent that, prior to receiving that knowledge, it has not distributed the amount of the Turnover Receipt to the Junior Lenders Noteholders for which it is the Creditor Representative in accordance with the provisions of the relevant Junior Financing DocumentsNotes Indenture. For the purpose of this Clause 16.3227.5, (i) “actual knowledge” of the Junior Notes Trustee shall be construed to mean the Junior Notes Trustee shall not be charged with knowledge (actual or otherwise) of the existence of facts that would impose an obligation on it to make any payment or prohibit it from making any payment unless a responsible officer of the Junior such Notes Trustee has received, not less than two Business Days’ prior to the date of such payment, a written notice that such payments are required or prohibited by this Agreement; and (ii) “responsible officer” when used in relation to the Junior Notes Trustee means any person who is an officer within the corporate trust and agency department of the Junior relevant Notes Trustee, including any director, associate director, vice president, assistance vice president, senior associate, assistant treasurer, trust officer, or any other officer of the Junior relevant Notes Trustee AMERICAS 120207225 who customarily performs functions similar to those performed by such officers, or to whom any corporate trust matter is referred because of such individual’s knowledge of and familiarity with the particular subject and who shall have direct responsibility for the administration of this Agreement.