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 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, (v) the actual knowledge of the 2013-2 Trustee shall be determined based on the actual knowledge of the 2013-2 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 and (vi) the actual knowledge of the 2013-1 Trustee shall be determined based on the actual knowledge of the 2013-1 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.
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Samples: Intercreditor Agreement (Credit Acceptance Corp), Intercreditor Agreement (Credit Acceptance Corp), Intercreditor Agreement (Credit Acceptance Corp)
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 2017-3 Trustee shall be determined based on the actual knowledge of the 2017-3 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 2017-2 Trustee shall be determined based on the actual knowledge of the 2017-2 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, (iii) the actual knowledge of the 2017-1 Trustee shall be determined based on the actual knowledge of the 2017-1 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, (iv) the actual knowledge of the 2016-3 Trustee shall be determined based on the actual knowledge of the 2016-3 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, (v) the actual knowledge of the 2016-2 Trustee shall be determined based on the actual knowledge of the 2016-2 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, (vi) 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, proceeds and (iivii) 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 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, (v) the actual knowledge of the 2013-2 Trustee shall be determined based on the actual knowledge of the 2013-2 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 and (vi) the actual knowledge of the 2013-1 Trustee shall be determined based on the actual knowledge of the 2013-1 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.
Appears in 2 contracts
Samples: Intercreditor Agreement (Credit Acceptance Corp), Intercreditor Agreement (Credit Acceptance Corp)
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 2016-3 Trustee shall be determined based on the actual knowledge of the 2016-3 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 2016-2 Trustee shall be determined based on the actual knowledge of the 2016-2 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, (iii) 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, (iiiv) 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, (iiiv) 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, proceeds and (ivvi) the actual knowledge of the 2014-1 Trustee shall be determined based on the actual knowledge of the 2014-1 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, (v) the actual knowledge of the 2013-2 Trustee shall be determined based on the actual knowledge of the 2013-2 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 and (vi) the actual knowledge of the 2013-1 Trustee shall be determined based on the actual knowledge of the 2013-1 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.
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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 20152021-2 Trustee shall be determined based on the actual knowledge of the 20152021-2 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 20152021-1 Trustee Collateral Agent shall be determined based on the actual knowledge of the 20152021-1 TrusteeCollateral Agent’s Responsible Officers (as defined in the 00002021-0 Xxxxxxxxx1 Financing Documents), 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 20142020-2 3 Trustee shall be determined based on the actual knowledge of the 20142020-2 3 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 20142020-1 2 Trustee shall be determined based on the actual knowledge of the 20142020-1 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, (v) the actual knowledge of the 2013-2 Trustee shall be determined based on the actual knowledge of the 2013-2 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 and (vi) the actual knowledge of the 20132020-1 Trustee shall be determined based on the actual knowledge of the 20132020-1 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, (vi) the actual knowledge of the 2019-3 Trustee shall be determined based on the actual knowledge of the 2019-3 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, (vii) the actual knowledge of the 2019-2 Collateral Agent shall be determined based on the actual knowledge of the 2019-2 Collateral Agent’s Responsible Officers (as defined in the 2019-2 Loan and Security Agreement), 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, (viii) the actual knowledge of the 2019-1 Trustee shall be determined based on the actual knowledge of the 2019-1 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, (ix) the actual knowledge of Citizens shall be determined based on the actual knowledge of Citizens’ Responsible Officers (as defined in the Citizens Warehouse Documents), 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, (x) the actual knowledge of the 2018-3 Trustee shall be determined based on the actual knowledge of the 2018-3 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, (xi) the actual knowledge of the 2018-2 Trustee shall be determined based on the actual knowledge of the 2018-2 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, (xii) the actual knowledge of the 2018-1 Trustee shall be determined based on the actual knowledge of the 2018-1 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, (xiii) the actual knowledge of the 2017-3 Trustee shall be determined based on the actual knowledge of the 2017-3 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, (xiv) the actual knowledge of Xxxxx Fargo shall be determined based on the actual knowledge of Xxxxx Fargo’s Responsible Officers (as defined in the Xxxxx Fargo Warehouse Documents), 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, (xv) the actual knowledge of the Credit Suisse Warehouse Collateral Agent shall be determined based on the actual knowledge of the Credit Suisse Warehouse Collateral Agent’s Responsible Officers (as defined in the Credit Suisse Warehouse Documents), 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 and (xvi) the actual knowledge of Fifth Third shall be determined based on the actual knowledge of Fifth Third’s Responsible Officers (as defined in the Fifth Third Warehouse Documents), 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.
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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 20152012-2 Trustee shall be determined based on the actual knowledge of the 20152012-2 Trustee’s Responsible Officers (as defined in the 00002000-0 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 20152012-1 Trustee shall be determined based on the actual knowledge of the 20152012-1 Trustee’s Responsible Officers (as defined in the 00002000-0 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 20142011-2 1 Trustee shall be determined based on the actual knowledge of the 20142011-2 1 Trustee’s Responsible Officers (as defined in the 00002000-0 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, and (iv) the actual knowledge of the 20142010-1 Trustee shall be determined based on the actual knowledge of the 20142010-1 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, (v) the actual knowledge of the 2013-2 Trustee shall be determined based on the actual knowledge of the 2013-2 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 and (vi) the actual knowledge of the 2013-1 Trustee shall be determined based on the actual knowledge of the 2013-1 Trustee’s Responsible Officers (as defined in the 00002000-0 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.
Appears in 1 contract
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 20152012-2 1 Trustee shall be determined based on the actual knowledge of the 20152012-2 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, (ii) the actual knowledge of the 20152011-1 Trustee shall be determined based on the actual knowledge of the 20152011-1 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, and (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 20142010-1 Trustee shall be determined based on the actual knowledge of the 2014-1 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, (v) the actual knowledge of the 2013-2 Trustee shall be determined based on the actual knowledge of the 2013-2 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 and (vi) the actual knowledge of the 2013-1 Trustee shall be determined based on the actual knowledge of the 20132010-1 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.
Appears in 1 contract
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 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, (v) the actual knowledge of the 2013-2 Trustee shall be determined based on the actual knowledge of the 2013-2 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 and (vi) the actual knowledge of the 2013-1 Trustee shall be determined based on the actual knowledge of the 2013-1 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, (ii) the actual knowledge of the 2012-2 Trustee shall be determined based on the actual knowledge of the 2012-2 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, (iii) the actual knowledge of the 2012-1 Trustee shall be determined based on the actual knowledge of the 2012-1 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, (iv) the actual knowledge of the 2011-1 Trustee shall be determined based on the actual knowledge of the 2011-1 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, and (v) the actual knowledge of the 2010-1 Trustee shall be determined based on the actual knowledge of the 2010-1 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.
Appears in 1 contract
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 20152023-2 Trustee shall be determined based on the actual knowledge of the 20152023-2 Trustee’s Responsible Officers (as defined in the 00002023-0 Xxxxxxxxx2 Indenture), 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 20152023-1 Trustee shall be determined based on the actual knowledge of the 20152023-1 Trustee’s Responsible Officers (as defined in the 00002023-0 Xxxxxxxxx1 Indenture), 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 20142022-2 3 Trustee shall be determined based on the actual knowledge of the 20142022-2 3 Trustee’s Responsible Officers (as defined in the 00002022-0 Xxxxxxxxx3 Indenture), 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 20142022-1 Trustee 2 Collateral Agent shall be determined based on the actual knowledge of the 20142022-1 Trustee2 Collateral Agent’s Responsible Officers (as defined in the 00002022-0 Xxxxxxxxx2 Financing Documents), 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, (v) the actual knowledge of the 20132022-1 Trustee shall be determined based on the actual knowledge of the 2022-1 Trustee’s Responsible Officers (as defined in the 2022-1 Indenture), 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, (vi) the actual knowledge of the 2021-4 Trustee shall be determined based on the actual knowledge of the 2021-4 Trustee’s Responsible Officers (as defined in the 2021-4 Indenture), 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, (vii) the actual knowledge of the 2021-3 Trustee shall be determined based on the actual knowledge of the 2021-3 Trustee’s Responsible Officers (as defined in the 2021-3 Indenture), 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, (viii) the actual knowledge of the 2021-2 Trustee shall be determined based on the actual knowledge of the 20132021-2 Trustee’s Responsible Officers (as defined in the 00002021-0 Xxxxxxxxx2 Indenture), 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 and (viix) the actual knowledge of the 20132021-1 Collateral Agent shall be determined based on the actual knowledge of the 2021-1 Collateral Agent’s Responsible Officers (as defined in the 2021-1 Financing Documents), 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, (x) the actual knowledge of the 2020-3 Trustee shall be determined based on the actual knowledge of the 20132020-1 3 Trustee’s Responsible Officers (as defined in the 00002020-0 Xxxxxxxxx3 Indenture), 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, (xi) the actual knowledge of the 2020-2 Trustee shall be determined based on the actual knowledge of the 2020-2 Trustee’s Responsible Officers (as defined in the 2020-2 Indenture), 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, (xii) the actual knowledge of the 2019-2 Collateral Agent shall be determined based on the actual knowledge of the 2019-2 Collateral Agent’s Responsible Officers (as defined in the 2019-2 Loan and Security Agreement), 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, (xiii) the actual knowledge of Xxxxx Fargo shall be determined based on the actual knowledge of Xxxxx Fargo’s Responsible Officers (as defined in the Xxxxx Fargo Warehouse Documents), 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, and (xiv) the actual knowledge of Fifth Third shall be determined based on the actual knowledge of Fifth Third’s Responsible Officers (as defined in the Fifth Third Warehouse Documents), 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.
Appears in 1 contract
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 20152024-2 A Trustee shall be determined based on the actual knowledge of the 20152024-2 A Trustee’s Responsible Officers (as defined in the 00002024-0 XxxxxxxxxA Indenture), 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 20152023-1 5 Trustee shall be determined based on the actual knowledge of the 20152023-1 5 Trustee’s Responsible Officers (as defined in the 00002023-0 Xxxxxxxxx5 Indenture), 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 20142023-2 Trustee A Collateral Agent shall be determined based on the actual knowledge of the 20142023-2 TrusteeA Collateral Agent’s Responsible Officers (as defined in the 00002023-0 XxxxxxxxxA Financing Documents), 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 20142023-1 3 Trustee shall be determined based on the actual knowledge of the 20142023-1 3 Trustee’s Responsible Officers (as defined in the 00002023-0 Xxxxxxxxx3 Indenture), 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, (v) the actual knowledge of the 20132023-2 Trustee shall be determined based on the actual knowledge of the 20132023-2 Trustee’s Responsible Officers (as defined in the 00002023-0 Xxxxxxxxx2 Indenture), 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 and proceeds, (vi) the actual knowledge of the 20132023-1 Trustee shall be determined based on the actual knowledge of the 20132023-1 Trustee’s Responsible Officers (as defined in the 00002023-0 Xxxxxxxxx1 Indenture), 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, (vii) the actual knowledge of the 2022-3 Trustee shall be determined based on the actual knowledge of the 2022-3 Trustee’s Responsible Officers (as defined in the 2022-3 Indenture), 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, (viii) the actual knowledge of the 2022-2 Collateral Agent shall be determined based on the actual knowledge of the 2022-2 Collateral Agent’s Responsible Officers (as defined in the 2022-2 Financing Documents), 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, (ix) the actual knowledge of the 2022-1 Trustee shall be determined based on the actual knowledge of the 2022-1 Trustee’s Responsible Officers (as defined in the 2022-1 Indenture), 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, (x) the actual knowledge of the 2021-4 Trustee shall be determined based on the actual knowledge of the 2021-4 Trustee’s Responsible Officers (as defined in the 2021-4 Indenture), 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, (xi) the actual knowledge of the 2021-3 Trustee shall be determined based on the actual knowledge of the 2021-3 Trustee’s Responsible Officers (as defined in the 2021-3 Indenture), 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, (xii) the actual knowledge of the 2021-2 Trustee shall be determined based on the actual knowledge of the 2021-2 Trustee’s Responsible Officers (as defined in the 2021-2 Indenture), 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, (xiii) the actual knowledge of the 2021-1 Collateral Agent shall be determined based on the actual knowledge of the 2021-1 Collateral Agent’s Responsible Officers (as defined in the 2021-1 Financing Documents), 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, (xiv) the actual knowledge of the 2019-2 Collateral Agent shall be determined based on the actual knowledge of the 2019-2 Collateral Agent’s Responsible Officers (as defined in the 2019-2 Loan and Security Agreement), 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, (xv) the actual knowledge of the WF Warehouse Collateral Agent shall be determined based on the actual knowledge of the WF Warehouse Collateral Agent’s Responsible Officers (as defined in the Xxxxx Fargo Warehouse Documents), 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, and (xvi) the actual knowledge of Fifth Third shall be determined based on the actual knowledge of Fifth Third’s Responsible Officers (as defined in the Fifth Third Warehouse Documents), 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.
Appears in 1 contract
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 20152024-2 3 Trustee shall be determined based on the actual knowledge of the 20152024-2 3 Trustee’s Responsible Officers (as defined in the 00002024-0 Xxxxxxxxx3 Indenture), 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 20152024-1 2 Trustee shall be determined based on the actual knowledge of the 20152024-1 2 Trustee’s Responsible Officers (as defined in the 00002024-0 Xxxxxxxxx2 Indenture), 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, proceeds (iii) the actual knowledge of the 20142024-2 1 Trustee shall be determined based on the actual knowledge of the 20142024-2 1 Trustee’s Responsible Officers (as defined in the 00002024-0 Xxxxxxxxx1 Indenture), 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 20142024-1 A Trustee shall be determined based on the actual knowledge of the 20142024-1 A Trustee’s Responsible Officers (as defined in the 00002024-0 XxxxxxxxxA Indenture), 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, (v) the actual knowledge of the 20132023-2 5 Trustee shall be determined based on the actual knowledge of the 20132023-2 5 Trustee’s Responsible Officers (as defined in the 00002023-0 Xxxxxxxxx5 Indenture), 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 and proceeds, (vi) the actual knowledge of the 20132023-A Collateral Agent shall be determined based on the actual knowledge of the 2023-A Collateral Agent’s Responsible Officers (as defined in the 2023-A Financing Documents), 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, (vii) the actual knowledge of the 2023-3 Trustee shall be determined based on the actual knowledge of the 2023-3 Trustee’s Responsible Officers (as defined in the 2023-3 Indenture), 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, (viii) the actual knowledge of the 2023-2 Trustee shall be determined based on the actual knowledge of the 2023-2 Trustee’s Responsible Officers (as defined in the 2023-2 Indenture), 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, (ix) the actual knowledge of the 2023-1 Trustee shall be determined based on the actual knowledge of the 20132023-1 Trustee’s Responsible Officers (as defined in the 00002023-0 Xxxxxxxxx1 Indenture), 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, (x) the actual knowledge of the 2022-3 Trustee shall be determined based on the actual knowledge of the 2022-3 Trustee’s Responsible Officers (as defined in the 2022-3 Indenture), 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, (xi) the actual knowledge of the 2022-2 Collateral Agent shall be determined based on the actual knowledge of the 2022-2 Collateral Agent’s Responsible Officers (as defined in the 2022-2 Financing Documents), 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, (xii) the actual knowledge of the 2022-1 Trustee shall be determined based on the actual knowledge of the 2022-1 Trustee’s Responsible Officers (as defined in the 2022-1 Indenture), 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, (xiii) the actual knowledge of the 2021-4 Trustee shall be determined based on the actual knowledge of the 2021-4 Trustee’s Responsible Officers (as defined in the 2021-4 Indenture), 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, (xiv) the actual knowledge of the 2021-3 Trustee shall be determined based on the actual knowledge of the 2021-3 Trustee’s Responsible Officers (as defined in the 2021-3 Indenture), 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, (xv) the actual knowledge of the 2021-1 Collateral Agent shall be determined based on the actual knowledge of the 2021-1 Collateral Agent’s Responsible Officers (as defined in the 2021-1 Financing Documents), 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, (xvi) the actual knowledge of the 2019-2 Collateral Agent shall be determined based on the actual knowledge of the 2019-2 Collateral Agent’s Responsible Officers (as defined in the 2019-2 Loan and Security Agreement), 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, (xvii) the actual knowledge of the WF Warehouse Collateral Agent shall be determined based on the actual knowledge of the WF Warehouse Collateral Agent’s Responsible Officers (as defined in the Xxxxx Fargo Warehouse Documents), 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, and (xviii) the actual knowledge of Fifth Third shall be determined based on the actual knowledge of Fifth Third’s Responsible Officers (as defined in the Fifth Third Warehouse Documents), 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.
Appears in 1 contract
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 20152020-2 3 Trustee shall be determined based on the actual knowledge of the 20152020-2 3 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 20152020-1 2 Trustee shall be determined based on the actual knowledge of the 20152020-1 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, (iii) the actual knowledge of the 20142020-2 1 Trustee shall be determined based on the actual knowledge of the 20142020-2 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, (iv) the actual knowledge of the 20142019-1 3 Trustee shall be determined based on the actual knowledge of the 20142019-1 3 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, (v) the actual knowledge of the 20132019-2 Trustee Collateral Agent shall be determined based on the actual knowledge of the 20132019-2 TrusteeCollateral Agent’s Responsible Officers (as defined in the 00002019-0 Xxxxxxxxx2 Loan and Security Agreement), 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 and proceeds, (vi) the actual knowledge of the 20132019-1 Trustee shall be determined based on the actual knowledge of the 20132019-1 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, (vii) the actual knowledge of Citizens shall be determined based on the actual knowledge of Citizens’ Responsible Officers (as defined in the Citizens Warehouse Documents), 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, (viii) the actual knowledge of the 2018-3 Trustee shall be determined based on the actual knowledge of the 2018-3 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, (ix) the actual knowledge of the 2018-2 Trustee shall be determined based on the actual knowledge of the 2018-2 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, (x) the actual knowledge of the 2018-1 Trustee shall be determined based on the actual knowledge of the 2018-1 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, (xi) the actual knowledge of the 2017-3 Trustee shall be determined based on the actual knowledge of the 2017-3 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, (xii) the actual knowledge of the 2017-2 Trustee shall be determined based on the actual knowledge of the 2017-2 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, (xiii) the actual knowledge of Xxxxx Fargo shall be determined based on the actual knowledge of Xxxxx Fargo’s Responsible Officers (as defined in the Xxxxx Fargo Warehouse Documents), 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 and (xiv) the actual knowledge of the Credit Suisse Warehouse Collateral Agent shall be determined based on the actual knowledge of the Credit Suisse Warehouse Collateral Agent’s Responsible Officers (as defined in the Credit Suisse Warehouse Documents), 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.
Appears in 1 contract
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 20152024-2 Trustee shall be determined based on the actual knowledge of the 20152024-2 Trustee’s Responsible Officers (as defined in the 00002024-0 Xxxxxxxxx2 Indenture), 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 20152024-1 Trustee shall be determined based on the actual knowledge of the 20152024-1 Trustee’s Responsible Officers (as defined in the 00002024-0 Xxxxxxxxx1 Indenture), 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 20142024-2 A Trustee shall be determined based on the actual knowledge of the 20142024-2 A Trustee’s Responsible Officers (as defined in the 00002024-0 XxxxxxxxxA Indenture), 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 20142023-1 5 Trustee shall be determined based on the actual knowledge of the 20142023-1 5 Trustee’s Responsible Officers (as defined in the 00002023-0 Xxxxxxxxx5 Indenture), 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, (v) the actual knowledge of the 20132023-2 Trustee A Collateral Agent shall be determined based on the actual knowledge of the 20132023-2 TrusteeA Collateral Agent’s Responsible Officers (as defined in the 00002023-0 XxxxxxxxxA Financing Documents), 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 and proceeds, (vi) the actual knowledge of the 20132023-3 Trustee shall be determined based on the actual knowledge of the 2023-3 Trustee’s Responsible Officers (as defined in the 2023-3 Indenture), 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, (vii) the actual knowledge of the 2023-2 Trustee shall be determined based on the actual knowledge of the 2023-2 Trustee’s Responsible Officers (as defined in the 2023-2 Indenture), 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, (viii) the actual knowledge of the 2023-1 Trustee shall be determined based on the actual knowledge of the 20132023-1 Trustee’s Responsible Officers (as defined in the 00002023-0 Xxxxxxxxx1 Indenture), 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, (ix) the actual knowledge of the 2022-3 Trustee shall be determined based on the actual knowledge of the 2022-3 Trustee’s Responsible Officers (as defined in the 2022-3 Indenture), 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, (x) the actual knowledge of the 2022-2 Collateral Agent shall be determined based on the actual knowledge of the 2022-2 Collateral Agent’s Responsible Officers (as defined in the 2022-2 Financing Documents), 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, (xi) the actual knowledge of the 2022-1 Trustee shall be determined based on the actual knowledge of the 2022-1 Trustee’s Responsible Officers (as defined in the 2022-1 Indenture), 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, (xii) the actual knowledge of the 2021-4 Trustee shall be determined based on the actual knowledge of the 2021-4 Trustee’s Responsible Officers (as defined in the 2021-4 Indenture), 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, (xiii) the actual knowledge of the 2021-3 Trustee shall be determined based on the actual knowledge of the 2021-3 Trustee’s Responsible Officers (as defined in the 2021-3 Indenture), 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, (xiv) the actual knowledge of the 2021-1 Collateral Agent shall be determined based on the actual knowledge of the 2021-1 Collateral Agent’s Responsible Officers (as defined in the 2021-1 Financing Documents), 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, (xv) the actual knowledge of the 2019-2 Collateral Agent shall be determined based on the actual knowledge of the 2019-2 Collateral Agent’s Responsible Officers (as defined in the 2019-2 Loan and Security Agreement), 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, (xvi) the actual knowledge of the WF Warehouse Collateral Agent shall be determined based on the actual knowledge of the WF Warehouse Collateral Agent’s Responsible Officers (as defined in the Xxxxx Fargo Warehouse Documents), 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, and (xvii) the actual knowledge of Fifth Third shall be determined based on the actual knowledge of Fifth Third’s Responsible Officers (as defined in the Fifth Third Warehouse Documents), 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.
Appears in 1 contract
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 20152021-2 Trustee 1 Collateral Agent shall be determined based on the actual knowledge of the 20152021-2 Trustee1 Collateral Agent’s Responsible Officers (as defined in the 00002021-0 Xxxxxxxxx1 Financing Documents), 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 20152020-1 3 Trustee shall be determined based on the actual knowledge of the 20152020-1 3 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 20142020-2 Trustee shall be determined based on the actual knowledge of the 20142020-2 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 20142020-1 Trustee shall be determined based on the actual knowledge of the 20142020-1 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, (v) the actual knowledge of the 20132019-2 3 Trustee shall be determined based on the actual knowledge of the 20132019-2 3 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 and proceeds, (vi) the actual knowledge of the 20132019-2 Collateral Agent shall be determined based on the actual knowledge of the 2019-2 Collateral Agent’s Responsible Officers (as defined in the 2019-2 Loan and Security Agreement), 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, (vii) the actual knowledge of the 2019-1 Trustee shall be determined based on the actual knowledge of the 20132019-1 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, (viii) the actual knowledge of Citizens shall be determined based on the actual knowledge of Citizens’ Responsible Officers (as defined in the Citizens Warehouse Documents), 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, (ix) the actual knowledge of the 2018-3 Trustee shall be determined based on the actual knowledge of the 2018-3 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, (x) the actual knowledge of the 2018-2 Trustee shall be determined based on the actual knowledge of the 2018-2 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, (xi) the actual knowledge of the 2018-1 Trustee shall be determined based on the actual knowledge of the 2018-1 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, (xii) the actual knowledge of the 2017-3 Trustee shall be determined based on the actual knowledge of the 2017-3 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, (xiii) the actual knowledge of Xxxxx Fargo shall be determined based on the actual knowledge of Xxxxx Fargo’s Responsible Officers (as defined in the Xxxxx Fargo Warehouse Documents), 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, (xiv) the actual knowledge of the Credit Suisse Warehouse Collateral Agent shall be determined based on the actual knowledge of the Credit Suisse Warehouse Collateral Agent’s Responsible Officers (as defined in the Credit Suisse Warehouse Documents), 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 and (xv) the actual knowledge of Fifth Third shall be determined based on the actual knowledge of Fifth Third’s Responsible Officers (as defined in the Fifth Third Warehouse Documents), 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.
Appears in 1 contract
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 2016-2 Trustee shall be determined based on the actual knowledge of the 2016-2 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 2015-2 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, (iiiii) 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, (iiiiv) 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, (ivv) the actual knowledge of the 2014-1 Trustee shall be determined based on the actual knowledge of the 2014-1 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, proceeds and (vvi) the actual knowledge of the 2013-2 Trustee shall be determined based on the actual knowledge of the 2013-2 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 and (vi) the actual knowledge of the 2013-1 Trustee shall be determined based on the actual knowledge of the 2013-1 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.
Appears in 1 contract
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 20152024-2 1 Trustee shall be determined based on the actual knowledge of the 20152024-2 1 Trustee’s Responsible Officers (as defined in the 00002024-0 Xxxxxxxxx1 Indenture), 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 20152024-1 A Trustee shall be determined based on the actual knowledge of the 20152024-1 A Trustee’s Responsible Officers (as defined in the 00002024-0 XxxxxxxxxA Indenture), 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 20142023-2 5 Trustee shall be determined based on the actual knowledge of the 20142023-2 5 Trustee’s Responsible Officers (as defined in the 00002023-0 Xxxxxxxxx5 Indenture), 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 20142023-1 Trustee A Collateral Agent shall be determined based on the actual knowledge of the 20142023-1 TrusteeA Collateral Agent’s Responsible Officers (as defined in the 00002023-0 XxxxxxxxxA Financing Documents), 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, (v) the actual knowledge of the 20132023-2 3 Trustee shall be determined based on the actual knowledge of the 20132023-2 3 Trustee’s Responsible Officers (as defined in the 00002023-0 Xxxxxxxxx3 Indenture), 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 and proceeds, (vi) the actual knowledge of the 20132023-2 Trustee shall be determined based on the actual knowledge of the 2023-2 Trustee’s Responsible Officers (as defined in the 2023-2 Indenture), 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, (vii) the actual knowledge of the 2023-1 Trustee shall be determined based on the actual knowledge of the 20132023-1 Trustee’s Responsible Officers (as defined in the 00002023-0 Xxxxxxxxx1 Indenture), 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, (viii) the actual knowledge of the 2022-3 Trustee shall be determined based on the actual knowledge of the 2022-3 Trustee’s Responsible Officers (as defined in the 2022-3 Indenture), 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, (ix) the actual knowledge of the 2022-2 Collateral Agent shall be determined based on the actual knowledge of the 2022-2 Collateral Agent’s Responsible Officers (as defined in the 2022-2 Financing Documents), 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, (x) the actual knowledge of the 2022-1 Trustee shall be determined based on the actual knowledge of the 2022-1 Trustee’s Responsible Officers (as defined in the 2022-1 Indenture), 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, (xi) the actual knowledge of the 2021-4 Trustee shall be determined based on the actual knowledge of the 2021-4 Trustee’s Responsible Officers (as defined in the 2021-4 Indenture), 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, (xii) the actual knowledge of the 2021-3 Trustee shall be determined based on the actual knowledge of the 2021-3 Trustee’s Responsible Officers (as defined in the 2021-3 Indenture), 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, (xiii) the actual knowledge of the 2021-2 Trustee shall be determined based on the actual knowledge of the 2021-2 Trustee’s Responsible Officers (as defined in the 2021-2 Indenture), 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, (xiv) the actual knowledge of the 2021-1 Collateral Agent shall be determined based on the actual knowledge of the 2021-1 Collateral Agent’s Responsible Officers (as defined in the 2021-1 Financing Documents), 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, (xv) the actual knowledge of the 2019-2 Collateral Agent shall be determined based on the actual knowledge of the 2019-2 Collateral Agent’s Responsible Officers (as defined in the 2019-2 Loan and Security Agreement), 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, (xvi) the actual knowledge of the WF Warehouse Collateral Agent shall be determined based on the actual knowledge of the WF Warehouse Collateral Agent’s Responsible Officers (as defined in the Xxxxx Fargo Warehouse Documents), 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, and (xvii) the actual knowledge of Fifth Third shall be determined based on the actual knowledge of Fifth Third’s Responsible Officers (as defined in the Fifth Third Warehouse Documents), 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.
Appears in 1 contract
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 20152014-2 1 Trustee shall be determined based on the actual knowledge of the 20152014-2 1 Trustee’s Responsible Officers (as defined in the 00002000-0 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 20152013-1 2 Trustee shall be determined based on the actual knowledge of the 20152013-1 2 Trustee’s Responsible Officers (as defined in the 00002000-0 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 20142013-2 1 Trustee shall be determined based on the actual knowledge of the 20142013-2 1 Trustee’s Responsible Officers (as defined in the 00002000-0 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 20142012-1 2 Trustee shall be determined based on the actual knowledge of the 20142012-1 2 Trustee’s Responsible Officers (as defined in the 00002000-0 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, (v) the actual knowledge of the 20132012-2 1 Trustee shall be determined based on the actual knowledge of the 20132012-2 1 Trustee’s Responsible Officers (as defined in the 00002000-0 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 and (vi) the actual knowledge of the 20132011-1 Trustee shall be determined based on the actual knowledge of the 20132011-1 Trustee’s Responsible Officers (as defined in the 00002000-0 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.
Appears in 1 contract
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 20152010-1 Trustee shall be determined based on the actual knowledge of the 20152010-1 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 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, (v) the actual knowledge of the 2013-2 Trustee shall be determined based on the actual knowledge of the 2013-2 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 and (viii) the actual knowledge of the 20132009-1 Trustee shall be determined based on the actual knowledge of the 20132009-1 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.
Appears in 1 contract
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 20152023-2 5 Trustee shall be determined based on the actual knowledge of the 20152023-2 5 Trustee’s Responsible Officers (as defined in the 00002023-0 Xxxxxxxxx5 Indenture), 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 20152023-1 Trustee A Collateral Agent shall be determined based on the actual knowledge of the 20152023-1 TrusteeA Collateral Agent’s Responsible Officers (as defined in the 00002023-0 XxxxxxxxxA Financing Documents), 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 20142023-2 3 Trustee shall be determined based on the actual knowledge of the 20142023-2 3 Trustee’s Responsible Officers (as defined in the 00002023-0 Xxxxxxxxx3 Indenture), 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 20142023-1 2 Trustee shall be determined based on the actual knowledge of the 20142023-1 2 Trustee’s Responsible Officers (as defined in the 00002023-0 Xxxxxxxxx2 Indenture), 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, (v) the actual knowledge of the 20132023-2 1 Trustee shall be determined based on the actual knowledge of the 20132023-2 1 Trustee’s Responsible Officers (as defined in the 00002023-0 Xxxxxxxxx1 Indenture), 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 and proceeds, (vi) the actual knowledge of the 20132022-3 Trustee shall be determined based on the actual knowledge of the 2022-3 Trustee’s Responsible Officers (as defined in the 2022-3 Indenture), 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, (vii) the actual knowledge of the 2022-2 Collateral Agent shall be determined based on the actual knowledge of the 2022-2 Collateral Agent’s Responsible Officers (as defined in the 2022-2 Financing Documents), 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, (viii) the actual knowledge of the 2022-1 Trustee shall be determined based on the actual knowledge of the 20132022-1 Trustee’s Responsible Officers (as defined in the 00002022-0 Xxxxxxxxx1 Indenture), 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, (ix) the actual knowledge of the 2021-4 Trustee shall be determined based on the actual knowledge of the 2021-4 Trustee’s Responsible Officers (as defined in the 2021-4 Indenture), 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, (x) the actual knowledge of the 2021-3 Trustee shall be determined based on the actual knowledge of the 2021-3 Trustee’s Responsible Officers (as defined in the 2021-3 Indenture), 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, (xi) the actual knowledge of the 2021-2 Trustee shall be determined based on the actual knowledge of the 2021-2 Trustee’s Responsible Officers (as defined in the 2021-2 Indenture), 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, (xii) the actual knowledge of the 2021-1 Collateral Agent shall be determined based on the actual knowledge of the 2021-1 Collateral Agent’s Responsible Officers (as defined in the 2021-1 Financing Documents), 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, (xiii) the actual knowledge of the 2020-3 Trustee shall be determined based on the actual knowledge of the 2020-3 Trustee’s Responsible Officers (as defined in the 2020-3 Indenture), 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, (xiv) the actual knowledge of the 2019-2 Collateral Agent shall be determined based on the actual knowledge of the 2019-2 Collateral Agent’s Responsible Officers (as defined in the 2019-2 Loan and Security Agreement), 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, (xv) the actual knowledge of the WF Warehouse Collateral Agent shall be determined based on the actual knowledge of the WF Warehouse Collateral Agent’s Responsible Officers (as defined in the Xxxxx Fargo Warehouse Documents), 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, and (xvi) the actual knowledge of Fifth Third shall be determined based on the actual knowledge of Fifth Third’s Responsible Officers (as defined in the Fifth Third Warehouse Documents), 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.
Appears in 1 contract
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 20152006-2 Trustee shall be determined based on the actual knowledge of the 20152006-2 Trustee’s Responsible Officers (as defined in the 00002000-0 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 20152007-1 Trustee shall be determined based on the actual knowledge of the 20152007-1 Trustee’s Responsible Officers (as defined in the 00002000-0 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, (iiixxx) the actual knowledge of the 20142007-2 Trustee shall be determined based on the actual knowledge of the 20142007-2 Trustee’s Responsible Officers (as defined determined 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 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, (v) the actual knowledge of the 2013-2 Trustee shall be determined based on the actual knowledge of the 2013-2 Trustee’s Responsible Officers (as defined in the 00002000-0 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 and (viiv) the actual knowledge of the 20132008-1 Trustee shall be determined based on the actual knowledge of the 20132008-1 Trustee’s Responsible Officers (as defined determined in the 00002000-0 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.
Appears in 1 contract
Samples: Intercreditor Agreement (Credit Acceptance Corporation)
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 20152022-2 3 Trustee shall be determined based on the actual knowledge of the 20152022-2 3 Trustee’s Responsible Officers (as defined in the 00002022-0 Xxxxxxxxx3 Indenture), 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 20152022-1 Trustee 2 Collateral Agent shall be determined based on the actual knowledge of the 20152022-1 Trustee2 Collateral Agent’s Responsible Officers (as defined in the 00002022-0 Xxxxxxxxx2 Financing Documents), 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 20142022-2 1 Trustee shall be determined based on the actual knowledge of the 20142022-2 1 Trustee’s Responsible Officers (as defined in the 00002022-0 Xxxxxxxxx1 Indenture), 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 20142021-1 4 Trustee shall be determined based on the actual knowledge of the 20142021-1 4 Trustee’s Responsible Officers (as defined in the 00002021-0 Xxxxxxxxx4 Indenture), 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, (v) the actual knowledge of the 20132021-3 Trustee shall be determined based on the actual knowledge of the 2021-3 Trustee’s Responsible Officers (as defined in the 2021-3 Indenture), 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, (vi) the actual knowledge of the 2021-2 Trustee shall be determined based on the actual knowledge of the 20132021-2 Trustee’s Responsible Officers (as defined in the 00002021-0 Xxxxxxxxx2 Indenture), 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 and (vivii) the actual knowledge of the 20132021-1 Collateral Agent shall be determined based on the actual knowledge of the 2021-1 Collateral Agent’s Responsible Officers (as defined in the 2021-1 Financing Documents), 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, (viii) the actual knowledge of the 2020-3 Trustee shall be determined based on the actual knowledge of the 2020-3 Trustee’s Responsible Officers (as defined in the 2020-3 Indenture), 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, (ix) the actual knowledge of the 2020-2 Trustee shall be determined based on the actual knowledge of the 2020-2 Trustee’s Responsible Officers (as defined in the 2020-2 Indenture), 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, (x) the actual knowledge of the 2020-1 Trustee shall be determined based on the actual knowledge of the 20132020-1 Trustee’s Responsible Officers (as defined in the 00002020-0 Xxxxxxxxx1 Indenture), 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, (xi) the actual knowledge of the 2019-3 Trustee shall be determined based on the actual knowledge of the 2019-3 Trustee’s Responsible Officers (as defined in the 2019-3 Indenture), 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, (xii) the actual knowledge of the 2019-2 Collateral Agent shall be determined based on the actual knowledge of the 2019-2 Collateral Agent’s Responsible Officers (as defined in the 2019-2 Loan and Security Agreement), 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, (xiii) the actual knowledge of Xxxxx Fargo shall be determined based on the actual knowledge of Xxxxx Fargo’s Responsible Officers (as defined in the Xxxxx Fargo Warehouse Documents), 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, and (xiv) the actual knowledge of Fifth Third shall be determined based on the actual knowledge of Fifth Third’s Responsible Officers (as defined in the Fifth Third Warehouse Documents), 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.
Appears in 1 contract
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, (iiiii) 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, (iviii) the actual knowledge of the 2014-1 Trustee shall be determined based on the actual knowledge of the 2014-1 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, (viv) the actual knowledge of the 2013-2 Trustee shall be determined based on the actual knowledge of the 2013-2 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 and proceeds, (viv) the actual knowledge of the 2013-1 Trustee shall be determined based on the actual knowledge of the 2013-1 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, (vi) the actual knowledge of the 2012-2 Trustee shall be determined based on the actual knowledge of the 2012-2 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, and (vii) the actual knowledge of the 2012-1 Trustee shall be determined based on the actual knowledge of the 2012-1 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.
Appears in 1 contract
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 2018-2 Trustee shall be determined based on the actual knowledge of the 2018-2 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 2018-1 Trustee shall be determined based on the actual knowledge of the 2018-1 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 2017-3 Trustee shall be determined based on the actual knowledge of the 2017-3 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 2017-2 Trustee shall be determined based on the actual knowledge of the 2017-2 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, (v) the actual knowledge of the 2017-1 Trustee shall be determined based on the actual knowledge of the 2017-1 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, (vi) the actual knowledge of the 2016-3 Trustee shall be determined based on the actual knowledge of the 2016-3 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, (vii) the actual knowledge of the 2016-2 Trustee shall be determined based on the actual knowledge of the 2016-2 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 and (viii) 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 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, (v) the actual knowledge of the 2013-2 Trustee shall be determined based on the actual knowledge of the 2013-2 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 and (vi) the actual knowledge of the 2013-1 Trustee shall be determined based on the actual knowledge of the 2013-1 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.
Appears in 1 contract
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 20152006-1 Trustee shall be determined based on the actual knowledge of the 2006-1 Trustee's Responsible Officers (as defined in the 0000-0 Xxxxxxxxx), (ii) the actual knowledge of the 2006-2 Trustee shall be determined based on the actual knowledge of the 20152006-2 Trustee’s '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, ) and (iiiii) the actual knowledge of the 20152007-1 Trustee shall be determined based on the actual knowledge of the 20152007-1 Trustee’s '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 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, (v) the actual knowledge of the 2013-2 Trustee shall be determined based on the actual knowledge of the 2013-2 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 and (vi) the actual knowledge of the 2013-1 Trustee shall be determined based on the actual knowledge of the 2013-1 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.
Appears in 1 contract
Samples: Intercreditor Agreement (Credit Acceptance Corporation)
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 2017-1 Trustee shall be determined based on the actual knowledge of the 2017-1 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, (ii) the actual knowledge of the 2016-3 Trustee shall be determined based on the actual knowledge of the 2016-3 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 2016-2 Trustee shall be determined based on the actual knowledge of the 2016-2 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 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, (iiv) 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, (iiivi) 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, proceeds and (ivvii) the actual knowledge of the 2014-1 Trustee shall be determined based on the actual knowledge of the 2014-1 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, (v) the actual knowledge of the 2013-2 Trustee shall be determined based on the actual knowledge of the 2013-2 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 and (vi) the actual knowledge of the 2013-1 Trustee shall be determined based on the actual knowledge of the 2013-1 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.
Appears in 1 contract
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, (ivii) the actual knowledge of the 2014-1 Trustee shall be determined based on the actual knowledge of the 2014-1 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, (viii) the actual knowledge of the 2013-2 Trustee shall be determined based on the actual knowledge of the 2013-2 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 and proceeds, (viiv) the actual knowledge of the 2013-1 Trustee shall be determined based on the actual knowledge of the 2013-1 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, (v) the actual knowledge of the 2012-2 Trustee shall be determined based on the actual knowledge of the 2012-2 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, and (vi) the actual knowledge of the 2012-1 Trustee shall be determined based on the actual knowledge of the 2012-1 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.
Appears in 1 contract
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 20152020-2 Trustee shall be determined based on the actual knowledge of the 20152020-2 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 20152020-1 Trustee shall be determined based on the actual knowledge of the 20152020-1 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 20142019-2 3 Trustee shall be determined based on the actual knowledge of the 20142019-2 3 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 20142019-2 Collateral Agent shall be determined based on the actual knowledge of the 2019-2 Collateral Agent’s Responsible Officers (as defined in the 2019-2 Loan and Security Agreement), 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, (v) the actual knowledge of the 2019-1 Trustee shall be determined based on the actual knowledge of the 20142019-1 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, (vvi) the actual knowledge of Citizens shall be determined based on the actual knowledge of Citizens’ Responsible Officers (as defined in the Citizens Warehouse Documents), 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, (vii) the actual knowledge of the 20132018-3 Trustee shall be determined based on the actual knowledge of the 2018-3 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, (viii) the actual knowledge of the 2018-2 Trustee shall be determined based on the actual knowledge of the 20132018-2 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 and proceeds, (viix) the actual knowledge of the 20132018-1 Trustee shall be determined based on the actual knowledge of the 20132018-1 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, (x) the actual knowledge of the 2017-3 Trustee shall be determined based on the actual knowledge of the 2017-3 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, (xi) the actual knowledge of the 2017-2 Trustee shall be determined based on the actual knowledge of the 2017-2 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, (xii) the actual knowledge of Xxxxx Fargo shall be determined based on the actual knowledge of Xxxxx Fargo’s Responsible Officers (as defined in the Xxxxx Fargo Warehouse Documents), 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 and (xiii) the actual knowledge of the Credit Suisse Warehouse Collateral Agent shall be determined based on the actual knowledge of the Credit Suisse Warehouse Collateral Agent’s Responsible Officers (as defined in the Credit Suisse Warehouse Documents), 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.
Appears in 1 contract
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 20152013-2 Trustee shall be determined based on the actual knowledge of the 20152013-2 Trustee’s Responsible Officers (as defined in the 00002000-0 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 20152013-1 Trustee shall be determined based on the actual knowledge of the 20152013-1 Trustee’s Responsible Officers (as defined in the 00002000-0 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 20142012-2 Trustee shall be determined based on the actual knowledge of the 20142012-2 Trustee’s Responsible Officers (as defined in the 00002000-0 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 20142012-1 Trustee shall be determined based on the actual knowledge of the 20142012-1 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, (v) the actual knowledge of the 2013-2 Trustee shall be determined based on the actual knowledge of the 2013-2 Trustee’s Responsible Officers (as defined in the 00002000-0 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 and (viv) the actual knowledge of the 20132011-1 Trustee shall be determined based on the actual knowledge of the 20132011-1 Trustee’s Responsible Officers (as defined in the 00002000-0 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.
Appears in 1 contract
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 20152019-2 Trustee Collateral Agent shall be determined based on the actual knowledge of the 20152019-2 TrusteeCollateral Agent’s Responsible Officers (as defined in the 00002019-0 Xxxxxxxxx2 Loan and Security Agreement), 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 20152019-1 Trustee shall be determined based on the actual knowledge of the 20152019-1 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 Citizens shall be determined based on the actual knowledge of the 2014-2 Trustee’s Citizens’ Responsible Officers (as defined in the 0000-0 XxxxxxxxxCitizens Warehouse Documents), 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 20142018-1 3 Trustee shall be determined based on the actual knowledge of the 20142018-1 3 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, (v) the actual knowledge of the 20132018-2 Trustee shall be determined based on the actual knowledge of the 20132018-2 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 and proceeds, (vi) the actual knowledge of the 20132018-1 Trustee shall be determined based on the actual knowledge of the 20132018-1 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, (vii) the actual knowledge of the 2017-3 Trustee shall be determined based on the actual knowledge of the 2017-3 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, (viii) the actual knowledge of the 2017-2 Trustee shall be determined based on the actual knowledge of the 2017-2 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, (ix) the actual knowledge of the 2017-1 Trustee shall be determined based on the actual knowledge of the 2017-1 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, (x) the actual knowledge of the 2016-3 Trustee shall be determined based on the actual knowledge of the 2016-3 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, (xi) the actual knowledge of Xxxxx Fargo shall be determined based on the actual knowledge of Xxxxx Fargo’s Responsible Officers (as defined in the Xxxxx Fargo Warehouse Documents), 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 and (xii) the actual knowledge of the Credit Suisse Warehouse Collateral Agent shall be determined based on the actual knowledge of the Credit Suisse Warehouse Collateral Agent’s Responsible Officers (as defined in the Credit Suisse Warehouse Documents), 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.
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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 2017-2 Trustee shall be determined based on the actual knowledge of the 2017-2 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 2017-1 Trustee shall be determined based on the actual knowledge of the 2017-1 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 2016-3 Trustee shall be determined based on the actual knowledge of the 2016-3 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 2016-2 Trustee shall be determined based on the actual knowledge of the 2016-2 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, (v) 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, (iivi) 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, proceeds and (iiivii) 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 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, (v) the actual knowledge of the 2013-2 Trustee shall be determined based on the actual knowledge of the 2013-2 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 and (vi) the actual knowledge of the 2013-1 Trustee shall be determined based on the actual knowledge of the 2013-1 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.
Appears in 1 contract
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 20152023-2 1 Trustee shall be determined based on the actual knowledge of the 20152023-2 1 Trustee’s Responsible Officers (as defined in the 00002023-0 Xxxxxxxxx1 Indenture), 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 20152022-1 3 Trustee shall be determined based on the actual knowledge of the 20152022-1 3 Trustee’s Responsible Officers (as defined in the 00002022-0 Xxxxxxxxx3 Indenture), 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 20142022-2 Trustee Collateral Agent shall be determined based on the actual knowledge of the 20142022-2 TrusteeCollateral Agent’s Responsible Officers (as defined in the 00002022-0 Xxxxxxxxx2 Financing Documents), 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 20142022-1 Trustee shall be determined based on the actual knowledge of the 20142022-1 Trustee’s Responsible Officers (as defined in the 00002022-0 Xxxxxxxxx1 Indenture), 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, (v) the actual knowledge of the 20132021-4 Trustee shall be determined based on the actual knowledge of the 2021-4 Trustee’s Responsible Officers (as defined in the 2021-4 Indenture), 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, (vi) the actual knowledge of the 2021-3 Trustee shall be determined based on the actual knowledge of the 2021-3 Trustee’s Responsible Officers (as defined in the 2021-3 Indenture), 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, (vii) the actual knowledge of the 2021-2 Trustee shall be determined based on the actual knowledge of the 20132021-2 Trustee’s Responsible Officers (as defined in the 00002021-0 Xxxxxxxxx2 Indenture), 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 and (viviii) the actual knowledge of the 20132021-1 Collateral Agent shall be determined based on the actual knowledge of the 2021-1 Collateral Agent’s Responsible Officers (as defined in the 2021-1 Financing Documents), 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, (ix) the actual knowledge of the 2020-3 Trustee shall be determined based on the actual knowledge of the 2020-3 Trustee’s Responsible Officers (as defined in the 2020-3 Indenture), 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, (x) the actual knowledge of the 2020-2 Trustee shall be determined based on the actual knowledge of the 2020-2 Trustee’s Responsible Officers (as defined in the 2020-2 Indenture), 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, (xi) the actual knowledge of the 2020-1 Trustee shall be determined based on the actual knowledge of the 20132020-1 Trustee’s Responsible Officers (as defined in the 00002020-0 Xxxxxxxxx1 Indenture), 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, (xii) the actual knowledge of the 2019-2 Collateral Agent shall be determined based on the actual knowledge of the 2019-2 Collateral Agent’s Responsible Officers (as defined in the 2019-2 Loan and Security Agreement), 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, (xiii) the actual knowledge of Xxxxx Fargo shall be determined based on the actual knowledge of Xxxxx Fargo’s Responsible Officers (as defined in the Xxxxx Fargo Warehouse Documents), 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, and (xiv) the actual knowledge of Fifth Third shall be determined based on the actual knowledge of Fifth Third’s Responsible Officers (as defined in the Fifth Third Warehouse Documents), 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.
Appears in 1 contract
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 20152006-2 Trustee shall be determined based on the actual knowledge of the 20152006-2 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 20152007-1 Trustee shall be determined based on the actual knowledge of the 20152007-1 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, (iiixxx) the actual knowledge of the 20142007-2 Trustee shall be determined based on the actual knowledge of the 20142007-2 Trustee’s Responsible Officers (as defined determined 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, ) and (iv) the actual knowledge of the 20142008-1 Trustee shall be determined based on the actual knowledge of the 20142008-1 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, (v) the actual knowledge of the 2013-2 Trustee shall be determined based on the actual knowledge of the 2013-2 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 and (vi) the actual knowledge of the 2013-1 Trustee shall be determined based on the actual knowledge of the 2013-1 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.
Appears in 1 contract
Samples: Intercreditor Agreement (Credit Acceptance Corporation)
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 20152021-2 3 Trustee shall be determined based on the actual knowledge of the 20152021-2 3 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 20142021-2 Trustee shall be determined based on the actual knowledge of the 20142021-2 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 (iii) the actual knowledge of the 2021-1 Collateral Agent shall be determined based on the actual knowledge of the 2021-1 Collateral Agent’s Responsible Officers (as defined in the 2021-1 Financing Documents), 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 20142020-1 3 Trustee shall be determined based on the actual knowledge of the 20142020-1 3 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, (v) the actual knowledge of the 20132020-2 Trustee shall be determined based on the actual knowledge of the 20132020-2 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 and proceeds, (vi) the actual knowledge of the 20132020-1 Trustee shall be determined based on the actual knowledge of the 20132020-1 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, (vii) the actual knowledge of the 2019-3 Trustee shall be determined based on the actual knowledge of the 2019-3 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, (viii) the actual knowledge of the 2019-2 Collateral Agent shall be determined based on the actual knowledge of the 2019-2 Collateral Agent’s Responsible Officers (as defined in the 2019-2 Loan and Security Agreement), 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, (ix) the actual knowledge of the 2019-1 Trustee shall be determined based on the actual knowledge of the 2019-1 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, (x) the actual knowledge of Citizens shall be determined based on the actual knowledge of Citizens’ Responsible Officers (as defined in the Citizens Warehouse Documents), 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, (xi) the actual knowledge of the 2018-3 Trustee shall be determined based on the actual knowledge of the 2018-3 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, (xii) the actual knowledge of the 2018-2 Trustee shall be determined based on the actual knowledge of the 2018-2 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, (xiii) the actual knowledge of the 2018-1 Trustee shall be determined based on the actual knowledge of the 2018-1 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, (xiv) the actual knowledge of Xxxxx Fargo shall be determined based on the actual knowledge of Xxxxx Fargo’s Responsible Officers (as defined in the Xxxxx Fargo Warehouse Documents), 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, (xv) the actual knowledge of the Credit Suisse Warehouse Collateral Agent shall be determined based on the actual knowledge of the Credit Suisse Warehouse Collateral Agent’s Responsible Officers (as defined in the Credit Suisse Warehouse Documents), 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 and (xvi) the actual knowledge of Fifth Third shall be determined based on the actual knowledge of Fifth Third’s Responsible Officers (as defined in the Fifth Third Warehouse Documents), 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.
Appears in 1 contract
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 20152020-2 1 Trustee shall be determined based on the actual knowledge of the 20152020-2 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, (ii) the actual knowledge of the 20152019-1 3 Trustee shall be determined based on the actual knowledge of the 20152019-1 3 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 20142019-2 Trustee Collateral Agent shall be determined based on the actual knowledge of the 20142019-2 TrusteeCollateral Agent’s Responsible Officers (as defined in the 00002019-0 Xxxxxxxxx2 Loan and Security Agreement), 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 20142019-1 Trustee shall be determined based on the actual knowledge of the 20142019-1 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, (v) the actual knowledge of Citizens shall be determined based on the 2013actual knowledge of Citizens’ Responsible Officers (as defined in the Citizens Warehouse Documents), 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, (vi) the actual knowledge of the 2018-3 Trustee shall be determined based on the actual knowledge of the 2018-3 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, (vii) the actual knowledge of the 2018-2 Trustee shall be determined based on the actual knowledge of the 20132018-2 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 and proceeds, (viviii) the actual knowledge of the 20132018-1 Trustee shall be determined based on the actual knowledge of the 20132018-1 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, (ix) the actual knowledge of the 2017-3 Trustee shall be determined based on the actual knowledge of the 2017-3 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, (x) the actual knowledge of the 2017-2 Trustee shall be determined based on the actual knowledge of the 2017-2 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, (x) the actual knowledge of the 2017-1 Trustee shall be determined based on the actual knowledge of the 2017-1 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, (xi) the actual knowledge of Xxxxx Fargo shall be determined based on the actual knowledge of Xxxxx Fargo’s Responsible Officers (as defined in the Xxxxx Fargo Warehouse Documents), 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 and (xii) the actual knowledge of the Credit Suisse Warehouse Collateral Agent shall be determined based on the actual knowledge of the Credit Suisse Warehouse Collateral Agent’s Responsible Officers (as defined in the Credit Suisse Warehouse Documents), 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.
Appears in 1 contract
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 20152011-2 1 Trustee shall be determined based on the actual knowledge of the 20152011-2 1 Trustee’s Responsible Officers (as defined in the 00002000-0 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 20152010-1 Trustee shall be determined based on the actual knowledge of the 20152010-1 Trustee’s Responsible Officers (as defined in the 00002000-0 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, and (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 20142009-1 Trustee shall be determined based on the actual knowledge of the 20142009-1 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, (v) the actual knowledge of the 2013-2 Trustee shall be determined based on the actual knowledge of the 2013-2 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 and (vi) the actual knowledge of the 2013-1 Trustee shall be determined based on the actual knowledge of the 2013-1 Trustee’s Responsible Officers (as defined in the 00002000-0 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.
Appears in 1 contract
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 20152023-2 3 Trustee shall be determined based on the actual knowledge of the 20152023-2 3 Trustee’s Responsible Officers (as defined in the 00002023-0 Xxxxxxxxx3 Indenture), 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 20152023-1 2 Trustee shall be determined based on the actual knowledge of the 20152023-1 2 Trustee’s Responsible Officers (as defined in the 00002023-0 Xxxxxxxxx2 Indenture), 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 20142023-2 1 Trustee shall be determined based on the actual knowledge of the 20142023-2 1 Trustee’s Responsible Officers (as defined in the 00002023-0 Xxxxxxxxx1 Indenture), 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 20142022-1 3 Trustee shall be determined based on the actual knowledge of the 20142022-1 3 Trustee’s Responsible Officers (as defined in the 00002022-0 Xxxxxxxxx3 Indenture), 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, (v) the actual knowledge of the 20132022-2 Collateral Agent shall be determined based on the actual knowledge of the 2022-2 Collateral Agent’s Responsible Officers (as defined in the 2022-2 Financing Documents), 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, (vi) the actual knowledge of the 2022-1 Trustee shall be determined based on the actual knowledge of the 2022-1 Trustee’s Responsible Officers (as defined in the 2022-1 Indenture), 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, (vii) the actual knowledge of the 2021-4 Trustee shall be determined based on the actual knowledge of the 2021-4 Trustee’s Responsible Officers (as defined in the 2021-4 Indenture), 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, (viii) the actual knowledge of the 2021-3 Trustee shall be determined based on the actual knowledge of the 2021-3 Trustee’s Responsible Officers (as defined in the 2021-3 Indenture), 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, (ix) the actual knowledge of the 2021-2 Trustee shall be determined based on the actual knowledge of the 20132021-2 Trustee’s Responsible Officers (as defined in the 00002021-0 Xxxxxxxxx2 Indenture), 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 and (vix) the actual knowledge of the 20132021-1 Collateral Agent shall be determined based on the actual knowledge of the 2021-1 Collateral Agent’s Responsible Officers (as defined in the 2021-1 Financing Documents), 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, (xi) the actual knowledge of the 2020-3 Trustee shall be determined based on the actual knowledge of the 20132020-1 3 Trustee’s Responsible Officers (as defined in the 00002020-0 Xxxxxxxxx3 Indenture), 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, (xii) the actual knowledge of the 2020-2 Trustee shall be determined based on the actual knowledge of the 2020-2 Trustee’s Responsible Officers (as defined in the 2020-2 Indenture), 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, (xiii) the actual knowledge of the 2019-2 Collateral Agent shall be determined based on the actual knowledge of the 2019-2 Collateral Agent’s Responsible Officers (as defined in the 2019-2 Loan and Security Agreement), 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, (xiv) the actual knowledge of Xxxxx Fargo shall be determined based on the actual knowledge of Xxxxx Fargo’s Responsible Officers (as defined in the Xxxxx Fargo Warehouse Documents), 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, and (xv) the actual knowledge of Fifth Third shall be determined based on the actual knowledge of Fifth Third’s Responsible Officers (as defined in the Fifth Third Warehouse Documents), 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.
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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 20152019-2 3 Trustee shall be determined based on the actual knowledge of the 20152019-2 3 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 20152019-1 Trustee 2 Collateral Agent shall be determined based on the actual knowledge of the 20152019-1 Trustee2 Collateral Agent’s Responsible Officers (as defined in the 00002019-0 Xxxxxxxxx2 Loan and Security Agreement), 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 20142019-2 1 Trustee shall be determined based on the actual knowledge of the 20142019-2 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, (iv) the actual knowledge of Citizens shall be determined based on the 2014actual knowledge of Citizens’ Responsible Officers (as defined in the Citizens Warehouse Documents), 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, (v) the actual knowledge of the 2018-3 Trustee shall be determined based on the actual knowledge of the 2018-3 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, (vi) the actual knowledge of the 2018-2 Trustee shall be determined based on the actual knowledge of the 2018-2 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, (vii) the actual knowledge of the 2018-1 Trustee shall be determined based on the actual knowledge of the 20142018-1 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, (vviii) the actual knowledge of the 20132017-3 Trustee shall be determined based on the actual knowledge of the 2017-3 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, (ix) the actual knowledge of the 2017-2 Trustee shall be determined based on the actual knowledge of the 20132017-2 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 and proceeds, (vix) the actual knowledge of the 20132017-1 Trustee shall be determined based on the actual knowledge of the 20132017-1 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, (xi) the actual knowledge of the 2016-3 Trustee shall be determined based on the actual knowledge of the 2016-3 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, (xii) the actual knowledge of Xxxxx Fargo shall be determined based on the actual knowledge of Xxxxx Fargo’s Responsible Officers (as defined in the Xxxxx Fargo Warehouse Documents), 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 and (xiii) the actual knowledge of the Credit Suisse Warehouse Collateral Agent shall be determined based on the actual knowledge of the Credit Suisse Warehouse Collateral Agent’s Responsible Officers (as defined in the Credit Suisse Warehouse Documents), 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.
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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 20152023-2 Trustee A Collateral Agent shall be determined based on the actual knowledge of the 20152023-2 TrusteeA Collateral Agent’s Responsible Officers (as defined in the 00002023-0 XxxxxxxxxA Financing Documents), 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 20152023-1 3 Trustee shall be determined based on the actual knowledge of the 20152023-1 3 Trustee’s Responsible Officers (as defined in the 00002023-0 Xxxxxxxxx3 Indenture), 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 20142023-2 Trustee shall be determined based on the actual knowledge of the 20142023-2 Trustee’s Responsible Officers (as defined in the 00002023-0 Xxxxxxxxx2 Indenture), 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 20142023-1 Trustee shall be determined based on the actual knowledge of the 20142023-1 Trustee’s Responsible Officers (as defined in the 00002023-0 Xxxxxxxxx1 Indenture), 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, (v) the actual knowledge of the 20132022-3 Trustee shall be determined based on the actual knowledge of the 2022-3 Trustee’s Responsible Officers (as defined in the 2022-3 Indenture), 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, (vi) the actual knowledge of the 2022-2 Collateral Agent shall be determined based on the actual knowledge of the 2022-2 Collateral Agent’s Responsible Officers (as defined in the 2022-2 Financing Documents), 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, (vii) the actual knowledge of the 2022-1 Trustee shall be determined based on the actual knowledge of the 2022-1 Trustee’s Responsible Officers (as defined in the 2022-1 Indenture), 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, (viii) the actual knowledge of the 2021-4 Trustee shall be determined based on the actual knowledge of the 2021-4 Trustee’s Responsible Officers (as defined in the 2021-4 Indenture), 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, (ix) the actual knowledge of the 2021-3 Trustee shall be determined based on the actual knowledge of the 2021-3 Trustee’s Responsible Officers (as defined in the 2021-3 Indenture), 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, (x) the actual knowledge of the 2021-2 Trustee shall be determined based on the actual knowledge of the 20132021-2 Trustee’s Responsible Officers (as defined in the 00002021-0 Xxxxxxxxx2 Indenture), 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 and (vixi) the actual knowledge of the 20132021-1 Collateral Agent shall be determined based on the actual knowledge of the 2021-1 Collateral Agent’s Responsible Officers (as defined in the 2021-1 Financing Documents), 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, (xii) the actual knowledge of the 2020-3 Trustee shall be determined based on the actual knowledge of the 20132020-1 3 Trustee’s Responsible Officers (as defined in the 00002020-0 Xxxxxxxxx3 Indenture), 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, (xiii) the actual knowledge of the 2019-2 Collateral Agent shall be determined based on the actual knowledge of the 2019-2 Collateral Agent’s Responsible Officers (as defined in the 2019-2 Loan and Security Agreement), 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, (xiv) the actual knowledge of the WF Warehouse Collateral Agent shall be determined based on the actual knowledge of the WF Warehouse Collateral Agent’s Responsible Officers (as defined in the Xxxxx Fargo Warehouse Documents), 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, and (xv) the actual knowledge of Fifth Third shall be determined based on the actual knowledge of Fifth Third’s Responsible Officers (as defined in the Fifth Third Warehouse Documents), 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.
Appears in 1 contract
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 20152019-2 1 Trustee shall be determined based on the actual knowledge of the 20152019-2 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, (ii) the actual knowledge of the 20152018-1 3 Trustee shall be determined based on the actual knowledge of the 20152018-1 3 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 20142018-2 Trustee shall be determined based on the actual knowledge of the 20142018-2 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 20142018-1 Trustee shall be determined based on the actual knowledge of the 20142018-1 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, (v) the actual knowledge of the 20132017-3 Trustee shall be determined based on the actual knowledge of the 2017-3 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, (vi) the actual knowledge of the 2017-2 Trustee shall be determined based on the actual knowledge of the 20132017-2 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, (vii) the actual knowledge of the 2017-1 Trustee shall be determined based on the actual knowledge of the 2017-1 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, (viii) the actual knowledge of the 2016-3 Trustee shall be determined based on the actual knowledge of the 2016-3 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 and (viix) the actual knowledge of the 20132016-1 2 Trustee shall be determined based on the actual knowledge of the 20132016-1 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.
Appears in 1 contract
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 20152021-2 4 Trustee shall be determined based on the actual knowledge of the 20152021-2 4 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 20152021-1 3 Trustee shall be determined based on the actual knowledge of the 20152021-1 3 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 20142021-2 Trustee shall be determined based on the actual knowledge of the 20142021-2 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 2021-1 Collateral Agent shall be determined based on the actual knowledge of the 2021-1 Collateral Agent’s Responsible Officers (as defined in the 2021-1 Financing Documents), 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, (v) the actual knowledge of the 2020-3 Trustee shall be determined based on the actual knowledge of the 2020-3 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, (vi) the actual knowledge of the 2020-2 Trustee shall be determined based on the actual knowledge of the 2020-2 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, (ivvii) the actual knowledge of the 20142020-1 Trustee shall be determined based on the actual knowledge of the 20142020-1 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, (vviii) the actual knowledge of the 20132019-2 3 Trustee shall be determined based on the actual knowledge of the 20132019-2 3 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 and proceeds, (viix) the actual knowledge of the 20132019-2 Collateral Agent shall be determined based on the actual knowledge of the 2019-2 Collateral Agent’s Responsible Officers (as defined in the 2019-2 Loan and Security Agreement), 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, (x) the actual knowledge of the 2019-1 Trustee shall be determined based on the actual knowledge of the 20132019-1 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, (xi) the actual knowledge of Citizens shall be determined based on the actual knowledge of Citizens’ Responsible Officers (as defined in the Citizens Warehouse Documents), 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, (xii) the actual knowledge of the 2018-3 Trustee shall be determined based on the actual knowledge of the 2018-3 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, (xiii) the actual knowledge of Xxxxx Fargo shall be determined based on the actual knowledge of Xxxxx Fargo’s Responsible Officers (as defined in the Xxxxx Fargo Warehouse Documents), 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, (xiv) the actual knowledge of the Credit Suisse Warehouse Collateral Agent shall be determined based on the actual knowledge of the Credit Suisse Warehouse Collateral Agent’s Responsible Officers (as defined in the Credit Suisse Warehouse Documents), 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 and (xv) the actual knowledge of Fifth Third shall be determined based on the actual knowledge of Fifth Third’s Responsible Officers (as defined in the Fifth Third Warehouse Documents), 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.
Appears in 1 contract
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 20152022-2 1 Trustee shall be determined based on the actual knowledge of the 20152022-2 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, (ii) the actual knowledge of the 20152021-1 4 Trustee shall be determined based on the actual knowledge of the 20152021-1 4 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 20142021-2 3 Trustee shall be determined based on the actual knowledge of the 20142021-2 3 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 20142021-2 Trustee shall be determined based on the actual knowledge of the 2021-2 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 (v) the actual knowledge of the 2021-1 Collateral Agent shall be determined based on the actual knowledge of the 2021-1 Collateral Agent’s Responsible Officers (as defined in the 2021-1 Financing Documents), 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, (vi) the actual knowledge of the 2020-3 Trustee shall be determined based on the actual knowledge of the 2020-3 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, (vii) the actual knowledge of the 2020-2 Trustee shall be determined based on the actual knowledge of the 2020-2 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, (viii) the actual knowledge of the 2020-1 Trustee shall be determined based on the actual knowledge of the 20142020-1 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, (vix) the actual knowledge of the 20132019-2 3 Trustee shall be determined based on the actual knowledge of the 20132019-2 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 and (vi) the actual knowledge of the 2013-1 Trustee shall be determined based on the actual knowledge of the 2013-1 3 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, (x) the actual knowledge of the 2019-2 Collateral Agent shall be determined based on the actual knowledge of the 2019-2 Collateral Agent’s Responsible Officers (as defined in the 2019-2 Loan and Security Agreement), 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, (xi) the actual knowledge of Xxxxx Fargo shall be determined based on the actual knowledge of Xxxxx Fargo’s Responsible Officers (as defined in the Xxxxx Fargo Warehouse Documents), 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, and (xii) the actual knowledge of Fifth Third shall be determined based on the actual knowledge of Fifth Third’s Responsible Officers (as defined in the Fifth Third Warehouse Documents), 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.
Appears in 1 contract
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 2018-1 Trustee shall be determined based on the actual knowledge of the 2018-1 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, (ii) the actual knowledge of the 2017-3 Trustee shall be determined based on the actual knowledge of the 2017-3 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 2017-2 Trustee shall be determined based on the actual knowledge of the 2017-2 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 2017-1 Trustee shall be determined based on the actual knowledge of the 2017-1 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, (v) the actual knowledge of the 2016-3 Trustee shall be determined based on the actual knowledge of the 2016-3 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, (vi) the actual knowledge of the 2016-2 Trustee shall be determined based on the actual knowledge of the 2016-2 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, (vii) 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, proceeds and (iiviii) 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 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, (v) the actual knowledge of the 2013-2 Trustee shall be determined based on the actual knowledge of the 2013-2 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 and (vi) the actual knowledge of the 2013-1 Trustee shall be determined based on the actual knowledge of the 2013-1 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.
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