Turnover of Prohibited Transfers. If any payment on account of or any Senior Collateral is improperly received by Seller Creditors in violation of the terms hereof, such payment or collateral must be delivered within three (3) business days by Seller Creditors to Senior Lender for application to the Senior Debt, in the form received, except for the addition of any endorsement or assignment necessary to effect a transfer of all rights therein to Senior Lender. Senior Lender is irrevocably authorized to supply any required endorsement or assignment which may have been omitted. Until so delivered, any such payment or collateral will be held by Seller Creditors in trust for Senior Lender and may not be commingled with other funds or property of Seller Creditors.
Turnover of Prohibited Transfers. If any payment not permitted hereby -------------------------------- on account of the Subordinated Debt is received by Subordinating Creditor, such payment shall be delivered forthwith by Subordinating Creditor to the Bank for application to the Senior Debt, in the form received except for the addition of any endorsement or assignment necessary to effect a transfer of all rights therein to the Bank. The Bank is irrevocably authorized to supply any required endorsement or assignment which may have been omitted. Until so delivered, any such payment shall be held by Subordinating Creditor in trust for the Bank and shall not be commingled with other funds or property of Subordinating Creditor.
Turnover of Prohibited Transfers. If any payment, -------------------------------- distribution or security or the proceeds thereof is received by the Creditor on account of or with respect to any of the Subordinated Debt which the Creditor was not entitled to receive because of the terms of this Agreement, the Creditor shall forthwith deliver same to the Lender in the form received (together with any endorsement or assignment necessary to effect a transfer of all rights therein to the Lender) for application to the Senior Debt, or at the Lender's option, the Creditor shall pay to the Lender the amount thereof on demand. The Lender is irrevocably authorized to supply any required endorsement or assignment which may have been omitted. Until so delivered any such payment, distribution or security shall be held by the Creditor in trust for the Lender and shall not be commingled with other funds or property of the Creditor.
Turnover of Prohibited Transfers. If any payment on account of or any collateral for any part of the Junior Debt is received by Creditor in violation of the terms of this Agreement, such payment or collateral shall be delivered within one (1) business day by Creditor to Lender for application to the Superior Debt, in the form received, except for the addition of any endorsement or assignment necessary to effect a transfer of all rights therein to Lender. Lender is irrevocably authorized to supply any required endorsement or assignment which may have been omitted. Until so delivered, any such payment or collateral shall be held by Creditor in trust for Lender and shall not be commingled with other funds or property of Creditor.
Turnover of Prohibited Transfers. If any payment, distribution or security or the proceeds thereof are received by Creditor on account of or with respect to any of the Junior Debt other than as permitted in paragraph 5 hereof, Creditor shall forthwith deliver same to the FCSA in the form received (except for the addition of any endorsement or assignment necessary to effect a transfer of all rights therein to FCSA) for application to the Superior Debt or, at the FCSA’s option, Creditor shall pay to the FCSA the amount thereof on demand. FCSA is irrevocably authorized to supply any required endorsement or assignment which may have been omitted. Until so delivered any such payment, distribution or security shall by held by Creditor in trust for FCSA and shall not be commingled with other funds or property of Creditor.
Turnover of Prohibited Transfers. If any payment, distribution or security or the proceeds thereof are received by any Creditor on account of or with respect to the Subordinated Debt in violation of this Agreement, such Creditor shall immediately deliver same to the Agent in the form received (except for the addition of any endorsement or assignment necessary to effect a transfer of all rights therein to the Agent) for application to the Senior Debt; provided, that, if such payments are in a form other than cash or cash equivalents (“Non-Cash Consideration”), the Agent, for the benefit of the Claimholders, shall be authorized to, but shall have no obligation to, monetize such Non-Cash Consideration in its sole discretion and any cash proceeds shall be applied to the Senior Debt. The application of such cash proceeds shall reduce the Senior Debt only to the extent of the actual cash payment indefeasibly received by the Claimholders, net of fees, costs and commissions. Notwithstanding the foregoing, to the extent any indemnification obligation or contingent obligation becomes due and payable after such time as the remainder of the Senior Debt are paid, such Creditor is obligated to turn over any such amounts to the Agent. The Agent is hereby authorized to make any such endorsements as agent for the applicable Creditor. This authorization is coupled with an interest and is irrevocable until the Discharge of Senior Debt. The Agent is irrevocably authorized to supply any required endorsement or assignment which may have been omitted to the extent that the same would have been required by any Creditor hereunder. Until so delivered any such payment, distribution or security shall be held by such Creditor in trust for Agent and shall not be commingled with other funds or property of such Creditor.
Turnover of Prohibited Transfers. If the Junior Creditor shall receive any payment or other transfer of property which it is not entitled to receive or accept under the terms hereof, the Junior Creditor shall forthwith deliver same to the Agent in the form received (together with any endorsement necessary to effect a transfer of all rights therein to the Agent) for application to the Senior Debt. The Junior Creditor irrevocably authorizes the Agent to supply any required endorsement or assignment which may have been omitted. Until so delivered any such payment or property shall be held by the Junior Creditor in trust for the Agent and shall not be commingled with other funds or property of the Junior Creditor.
Turnover of Prohibited Transfers. If notwithstanding the provisions of this Agreement any payment, distribution, Collateral or security (other than Reorganization Securities), or the proceeds thereof, are received by any holder of Subordinated Debt on account of or with respect to any of the Subordinated Debt, such payment, distribution, Collateral or security (other than Reorganization Securities) shall be held in trust for the benefit of, and shall immediately be paid or delivered by such holder to the Senior Creditor in the form received (except for the addition of any endorsement or assignment necessary to effect a transfer of all rights therein to Senior Creditor) for application to the Senior Debt and other Borrower debt in the order established by the Inter-Creditor Agreement. Senior Creditor is irrevocably authorized to supply any required endorsement or assignment which may have been omitted. Until so delivered, Subordinated Creditor shall exercise its best efforts to ensure that such payment, distribution or security shall not be commingled with other funds or property of Subordinated Creditor.
Turnover of Prohibited Transfers. If any payment on account of or any collateral for any part of the Junior Debt is received by Creditors other than as permitted in paragraph 5 hereof, or as approved by the Guarantor in writing prior to such payment or transfer, such payment or collateral shall be delivered forthwith by Creditors to Guarantor for application to, or as additional security for, the Superior Debt, in the form received except for the addition of any endorsement or assignment necessary to effect a transfer of all rights therein to Guarantor. Until so delivered any such payment or collateral shall be held by Creditors in trust for Guarantor and shall not be commingled with other funds or property of Creditors.
Turnover of Prohibited Transfers. (a) If any payment or distribution, whether in connection with any Insolvency Proceeding or otherwise, of any kind or character, and whether in cash, equity interests, securities or other properties, and whether through the exercise of any set-off or otherwise, shall be (i) collected, accepted or received (actually or constructively) by the Subordinated Creditor in violation of any of the terms of this Agreement, such payment or distribution shall be deemed to be received by the Subordinated Creditor in trust for the benefit of, and shall then promptly be paid or delivered and transferred to, the Senior Creditor to be applied against the Senior Debt, or (ii) proposed to be made by a liquidating trustee, agent or other Person pursuant to any order or decree made by any court of competent jurisdiction in which any Insolvency Proceeding is pending, such payment or distribution shall be paid by such liquidating trustee, agent or other Person directly to the Senior Creditor to be applied against the Senior Debt, and if, notwithstanding the foregoing, any such payment or distribution is made to or received by the Subordinated Creditor, the Subordinated Creditor shall immediately transfer and turn over any such payment or distribution to the Senior Creditor to be applied against the Senior Debt.
(b) In connection with any payment or distribution of cash, equity interests, securities or other properties of the Borrower in any Insolvency Proceeding, the Subordinated Creditor shall be entitled to rely upon any order or decree made by any court of competent jurisdiction in which such Insolvency Proceeding is pending, or a certificate of the liquidating trustee, agent or other Person making such payment or distribution, delivered to the Subordinated Creditor, for the purpose of ascertaining the Person(s) entitled to receive payment from the Subordinated Creditor pursuant to the foregoing provisions of this Section 4, the amount thereof or payable thereon, the amount or amounts paid or distributed thereon and all of the facts pertinent thereto or to this Agreement.
