Common use of Turnover of Proceeds Clause in Contracts

Turnover of Proceeds. To the extent that any holder of Hampshire Debt obtains proceeds in respect of any of the Collateral or pursuant to the exercise of any of its rights of offset or any of its banker's liens other than as provided for in Section 3.1 hereof, it shall take such actions as may be necessary (including, without limitation, turning over such proceeds to an Agent) in order to comply with the requirements of this Agreement in respect of such proceeds (including, without limitation, the allocation, distribution and sharing provisions of Section 3.1 hereof). Nothing in this Section 3.2 shall prohibit or prevent any Hampshire Entity from making any payment to an Agent or a holder of Hampshire Debt that is a scheduled payment under the Bank Documents or the Noteholder Documents, as the case may be, or, if unscheduled and if proceeds of Collateral have been used to fund such payment, has not occurred during the existence of any default or event of default under the Bank Documents or the Noteholder Documents or pursuant to any exercise of a right or remedy in respect of the Collateral. Any turnover of proceeds to an Agent effected under this Section 3.2 shall be distributed by such Agent to the holders of Hampshire Debt so as to give effect to how such proceeds would have been so distributed under Section 3.1 hereof if originally distributed pursuant to such Section.