Common use of Turnover Clause in Contracts

Turnover. So long as the Discharge of Senior Obligations with respect to any Collateral has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, if (a) any Junior Claimholder of any Class receives any Collateral that is subject to any Senior Lien or any Proceeds of any such Collateral, or any other payment in connection with or on account of such Collateral, (i) in connection with the enforcement or exercise of any right or remedy (including any right of set off) relating to such Collateral, the transfer of such Collateral or Proceeds to any Junior Claimholder by any Person holding a Lien on such Collateral that is subordinate to the Junior Lien on such Collateral, or proceeds of any insurance policy claim or of any condemnation or similar proceeding (or any deed in lieu of condemnation) in respect of such Collateral or (ii) as a distribution or recovery in any Insolvency Proceeding, (b) any Junior Claimholder receives, in contravention of Section 2.3 or any other provision of this Agreement, any Collateral of the type that would not constitute Senior Priority Collateral of such Junior Claimholder, or any Proceeds of any such Collateral, or any other payment in connection with or on account of such Collateral, or (c) any Junior Claimholder receives any additional Collateral referred to in Section 6.4 that pursuant to such Section is subject to the provisions of this Section 4.2, or any Proceeds of such additional Collateral, or any other payment in connection with or on account of such additional Collateral, then, in each case, such Collateral or Proceeds thereof, or such other payment, shall be segregated and held in trust and forthwith, to the extent not prohibited by applicable law, shall be transferred or paid over to the Senior Collateral Agent for the benefit of the Senior Claimholders in the same form as received, with any necessary endorsements, for application in accordance with Section 4.1 (to the extent required), or as a court of competent jurisdiction may otherwise direct; provided, however, (x) in the case of any Proceeds of Term Priority Collateral received by the Revolving Collateral Agent or any other Revolving Claimholder in connection with a Disposition of Term Priority Collateral by any Grantor, if a Grantor or the Term Collateral Agent does not provide prior written notice of such Disposition to the Revolving Collateral Agent specifying the amount and source of such Proceeds and the Revolving Collateral Agent does not otherwise have actual knowledge that such Proceeds are proceeds of Term Priority Collateral, neither the Revolving Collateral Agent nor any other Revolving Claimholder shall have any obligation to transfer or pay over any Proceeds of such Disposition to the Term Collateral Agent and (y) in the case of any Proceeds of Revolving Priority Collateral received by the Term Collateral Agent or any other Term Claimholder in connection with a Disposition of Revolving Priority Collateral by any Grantor, if a Grantor or the Revolving Collateral Agent does not provide prior written notice of such Disposition to the Term Collateral Agent specifying the amount and source of such Proceeds and a Responsible Officer (as defined in the Term Credit Agreement) of the Term Collateral Agent does not otherwise have actual knowledge that such Proceeds are proceeds of Revolving Priority Collateral, neither the Term Collateral Agent nor any other Term Claimholder shall have any obligation to pay over any Proceeds of such Disposition to the Revolving Collateral Agent. Until the Discharge of Revolving Obligations occurs, the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby irrevocably constitutes and appoints the Revolving Collateral Agent and any officer or agent of the Revolving Collateral Agent, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Term Collateral Agent or the other Term Claimholders, as the case may be, or in the Revolving Collateral Agent’s own name, from time to time in the Revolving Collateral Agent’s discretion exercised in good faith, for the purpose of carrying out the terms of this Section 4.2 with respect to Revolving Priority Collateral, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 4.2 with respect to Revolving Priority Collateral. Until the Discharge of Term Obligations occurs, the Revolving Collateral Agent, for itself and on behalf of the other Revolving Claimholders, hereby irrevocably constitutes and appoints the Term Collateral Agent and any officer or agent of the Term Collateral Agent, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Revolving Collateral Agent or the other Revolving Claimholders, as the case may be, or in the Term Collateral Agent’s own name, from time to time in the Term Collateral Agent’s discretion exercised in good faith, for the purpose of carrying out the terms of this Section 4.2 with respect to Term Priority Collateral, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 4.2 with respect to Term Priority Collateral.

Turnover. So long as the Discharge of Senior Obligations with respect to any Collateral has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, if (a) any Junior Claimholder of any Class receives any Collateral that is subject to any Senior Lien or any Proceeds of any such Collateral, or any other payment in connection with or on account of such Collateral, (i) in connection with the enforcement or exercise of any right or remedy (including any right of set set-off) relating to such Collateral, the transfer of such Collateral or Proceeds to any Junior Claimholder by any Person holding a Lien on such Collateral that is subordinate to the Junior Lien on such Collateral, or proceeds of any insurance policy claim or of any condemnation or similar proceeding (or any deed in lieu of condemnation) in respect of such Collateral (with proceeds of business interruption insurance being deemed to be in respect of ABL Priority Collateral) or (ii) as a distribution or recovery in any Insolvency Proceeding, (b) any Junior Claimholder receives, in contravention of Section 2.3 or any other provision of this Agreement2.3, any Collateral of the type that would not constitute Senior Priority Collateral of such Junior Claimholder, or any Proceeds of any such Collateral, or any other payment in connection with or on account of such Collateral, or (c) any Junior Claimholder receives any additional Collateral referred to in Section 6.4 that pursuant to such Section is subject to the provisions of this Section 4.2, or any Proceeds of such additional Collateral, or any other payment in connection with or on account of such additional Collateral, then, in each case, such Collateral or Proceeds thereof, or such other payment, shall be segregated and held in trust and forthwith, to the extent not prohibited by applicable law, shall be transferred or paid over to the Senior Collateral Agent for the benefit of the Senior Claimholders in the same form as received, with any necessary endorsements, for application in accordance with Section 4.1 (to the extent required), or as a court of competent jurisdiction may otherwise direct; provided, however, (x) in the case of any Proceeds of Term Priority Collateral received by the Revolving ABL Collateral Agent or any other Revolving ABL Claimholder in connection with a Disposition of Term Priority Collateral by any Grantor, if unless a Grantor or Notification of Proceeds has been received by the Term ABL Collateral Agent does not provide prior written notice of such Disposition (and in each case subject to the Revolving Collateral Agent specifying the amount and source of such Proceeds and the Revolving Collateral Agent does not otherwise have actual knowledge that such Proceeds are proceeds of Term Priority CollateralSection 3.9(b)), neither the Revolving ABL Collateral Agent nor any other Revolving ABL Claimholder shall have any obligation to transfer or pay over any Proceeds of such Disposition to the Term Collateral Agent and (y) in the case of any Proceeds of Revolving Priority Collateral received by the Term Collateral Agent or any other Term Claimholder in connection with a Disposition of Revolving Priority Collateral by any Grantor, if a Grantor or the Revolving Collateral Agent does not provide prior written notice of such Disposition to the Term Collateral Agent specifying the amount and source of such Proceeds and a Responsible Officer (as defined in the Term Credit Agreement) of the Term Collateral Agent does not otherwise have actual knowledge that such Proceeds are proceeds of Revolving Priority Collateral, neither the Term Collateral Agent nor any other Term Claimholder shall have any obligation to pay over any Proceeds of such Disposition to the Revolving Collateral Agent. Until the Discharge of Revolving ABL Obligations occurs, the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby irrevocably constitutes and appoints the Revolving ABL Collateral Agent and any officer or agent of the Revolving ABL Collateral Agent, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Term Collateral Agent or the other Term Claimholders, as the case may be, or in the Revolving ABL Collateral Agent’s own name, from time to time in the Revolving ABL Collateral Agent’s discretion exercised in good faith, for the purpose of carrying out the terms of this Section 4.2 with respect to Revolving ABL Priority Collateral, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 4.2 with respect to Revolving ABL Priority Collateral. Until the Discharge of Term Obligations occurs, the Revolving ABL Collateral Agent, for itself and on behalf of the other Revolving ABL Claimholders, hereby irrevocably constitutes and appoints the Term Collateral Agent and any officer or agent of the Term Collateral Agent, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Revolving ABL Collateral Agent or the other Revolving ABL Claimholders, as the case may be, or in the Term Collateral Agent’s own name, from time to time in the Term Collateral Agent’s discretion exercised in good faith, for the purpose of carrying out the terms of this Section 4.2 with respect to Term Priority Collateral, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 4.2 with respect to Term Priority Collateral.

Turnover. So long as Unless and until the earlier of the Discharge of Senior Revolving Obligations with respect to any Collateral or the Discharge of the Notes Obligations has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, if except as otherwise provided in Section 3.5, (a) any Junior Claimholder of any Class receives any Collateral that is Revolving Priority Collateral, proceeds thereof (including assets or proceeds subject to any Senior Lien Liens referred to in the final sentence of Section 2.3) or any Proceeds of any such Collateral, insurance proceeds described in Section 5.2(a) received by Notes Collateral Agent or any other payment in connection with Notes Claimholder, pursuant to any Notes Collateral Document or on account of such Collateral, (i) in connection with by the enforcement or exercise of any right rights available to it under applicable law or remedy (including in any right of set off) relating to such Collateralbankruptcy, the transfer of such Collateral or Proceeds to any Junior Claimholder by any Person holding a Lien on such Collateral that is subordinate to the Junior Lien on such Collateral, or proceeds of any insurance policy claim or of any condemnation insolvency or similar proceeding (or through any deed in lieu other exercise of condemnation) in respect remedies, after Notes Collateral Agent or such Notes Claimholder obtains actual knowledge or notice from the Revolving Collateral Agent that it has possession of such Collateral or (ii) as a distribution or recovery in any Insolvency Proceeding, (b) any Junior Claimholder receives, in contravention of Section 2.3 or any other provision of this Agreement, any Collateral of the type that would not constitute Senior Revolving Priority Collateral of and/or such Junior Claimholder, or any Proceeds of any such Collateral, or any other payment in connection with or on account of such Collateral, or (c) any Junior Claimholder receives any additional Collateral referred to in Section 6.4 that pursuant to such Section is subject to the provisions of this Section 4.2, or any Proceeds of such additional Collateral, or any other payment in connection with or on account of such additional Collateral, then, in each case, such Collateral or Proceeds thereof, or such other paymentproceeds, shall be segregated and held in trust and forthwith, to the extent not prohibited by applicable law, shall reasonably promptly be transferred or paid over to the Senior Revolving Collateral Agent for the benefit of the Senior Revolving Claimholders in the same form as received, with any necessary endorsementsendorsements or as a court of competent jurisdiction may otherwise direct and (b) any Notes Priority Collateral, for application proceeds thereof (including assets or proceeds subject to Liens referred to in accordance with the final sentence of Section 4.1 (2.3) or any insurance proceeds described in Section 5.2(b) received by the Revolving Collateral Agent or any Revolving Claimholder, pursuant to any Revolving Collateral Document or by the exercise of any rights available to it under applicable law or in any bankruptcy, insolvency or similar proceeding or through any other exercise of remedies, after Revolving Collateral Agent or such revolving Claimholder obtains actual knowledge or notice from the Notes Collateral Agent that it has possession of such Notes Priority Collateral and/or such proceeds, shall be segregated and held in trust and shall reasonably promptly be paid over to the extent required)Notes Collateral Agent for the benefit of the Notes Claimholders in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct; provided, however, (x) in the case of any Proceeds proceeds of Term Notes Priority Collateral received by the Revolving Collateral Agent or any other Revolving Claimholder in connection with a Disposition of Term Notes Priority Collateral by any Grantor, if a Grantor or the Term Collateral Agent does not provide prior written notice of such Disposition to the Revolving Collateral Agent specifying the amount and source of such Proceeds and the Revolving Collateral Agent does not otherwise have actual knowledge that such Proceeds are proceeds of Term Priority Collateralproceeds, neither the Revolving Collateral Agent nor any other Revolving Claimholder shall have any obligation to transfer or pay over any Proceeds of such Disposition to the Term Collateral Agent and (y) in the case of any Proceeds of Revolving Priority Collateral received by the Term Collateral Agent or any other Term Claimholder in connection with a Disposition of Revolving Priority Collateral by any Grantor, if a Grantor or the Revolving Collateral Agent does not provide prior written notice of such Disposition to the Term Collateral Agent specifying the amount and source of such Proceeds and a Responsible Officer (as defined in the Term Credit Agreement) of the Term Collateral Agent does not otherwise have actual knowledge that such Proceeds are proceeds of Revolving Priority Collateral, neither the Term Collateral Agent nor any other Term Claimholder shall have any obligation to pay over any Proceeds proceeds of such Disposition to Notes Collateral Agent. Each of Notes Collateral Agent and the Revolving Collateral Agent is hereby authorized to make any such endorsements as agent for the other or any Claimholders. This authorization is coupled with an interest and is irrevocable until the earlier of the Discharge of Revolving Obligations or the Notes Obligations. The Notes Collateral Agent for itself and each Notes Claimholder agrees that if, at any time, all or part of any payment with respect to any Revolving Obligations secured by any Revolving Priority Collateral previously made shall be rescinded for any reason whatsoever, it will upon request promptly pay over to the Revolving Collateral Agent any payment received by it in respect of any such Revolving Priority Collateral and shall promptly turn any such Revolving Priority Collateral then held by it over to the Revolving Collateral Agent, and the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of such Revolving Obligations. Until The Revolving Collateral Agent for itself and each Revolving Claimholder agrees that if, at any time, all or part of any payment with respect to any Notes Obligations secured by any Notes Priority Collateral previously made shall be rescinded for any reason whatsoever, it will promptly pay over to the Discharge Notes Collateral Agent any payment received by it in respect of Revolving Obligations occurs, any such Notes Priority Collateral and shall promptly turn any such Notes Priority Collateral then held by it over to the Term Notes Collateral Agent, for itself and on behalf the provisions set forth in this Agreement will be reinstated as if such payment had not been made, until the payment and satisfaction in full of the other Term Claimholders, hereby irrevocably constitutes and appoints the Revolving Collateral Agent and any officer or agent of the Revolving Collateral Agent, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Term Collateral Agent or the other Term Claimholders, as the case may be, or in the Revolving Collateral Agent’s own name, from time to time in the Revolving Collateral Agent’s discretion exercised in good faith, for the purpose of carrying out the terms of this Section 4.2 with respect to Revolving Priority Collateral, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 4.2 with respect to Revolving Priority Collateral. Until the Discharge of Term Obligations occurs, the Revolving Collateral Agent, for itself and on behalf of the other Revolving Claimholders, hereby irrevocably constitutes and appoints the Term Collateral Agent and any officer or agent of the Term Collateral Agent, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Revolving Collateral Agent or the other Revolving Claimholders, as the case may be, or in the Term Collateral Agent’s own name, from time to time in the Term Collateral Agent’s discretion exercised in good faith, for the purpose of carrying out the terms of this Section 4.2 with respect to Term Priority Collateral, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 4.2 with respect to Term Priority Collateralsuch Notes Obligations.

Turnover. So long as the Discharge of Senior Obligations with respect to any Collateral has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, if (a) any Junior Claimholder of any Class receives any Collateral that is subject to any Senior Lien or any Proceeds of any such Collateral, or any other payment in connection with or on account of such Collateral, (i) in connection with the enforcement or exercise of any right or remedy (including any right of set set-off) relating to such Collateral, the transfer of such Collateral or Proceeds to any Junior Claimholder by any Person holding a Lien on such Collateral that is subordinate to the Junior Lien on such Collateral, or proceeds of any insurance policy claim or of any condemnation or similar proceeding (or any deed in lieu of condemnation) in respect of such Collateral (with proceeds of business interruption insurance being deemed to be in respect of ABL Priority Collateral) or (ii) as a distribution or recovery in any Insolvency Proceeding, (b) any Junior Claimholder receives, in contravention of Section 2.3 or any other provision of this Agreement2.3, any Collateral of the type that would not constitute Senior Priority Collateral of such Junior Claimholder, or any Proceeds of any such Collateral, or any other payment in connection with or on account of such Collateral, or (c) any Junior Claimholder receives any additional Collateral referred to in Section 6.4 that pursuant to such Section is subject to the provisions of this Section 4.2, or any Proceeds of such additional Collateral, or any other payment in connection with or on account of such additional Collateral, then, in each case, such Collateral or Proceeds thereof, or such other payment, shall be segregated and held in trust and forthwith, to the extent not prohibited by applicable law, shall be transferred or paid over to the Senior Collateral Agent for the benefit of the Senior Claimholders in the same form as received, with any necessary endorsements, for application in accordance with Section 4.1 (to the extent required), or as a court of competent jurisdiction may otherwise direct; provided, however, (x) in the case of that solely with respect to any Proceeds proceeds of Term Priority Collateral received by the Revolving Collateral Agent deposited into Deposit Accounts or any other Revolving Claimholder in connection with a Disposition of Term lockboxes related thereto that constitute ABL Priority Collateral by any Grantor, if a Grantor or the Term Collateral Agent does not provide prior written notice provisions of such Disposition Section 4.2 shall be subject to the Revolving Collateral Agent specifying the amount and source of such Proceeds and the Revolving Collateral Agent does not otherwise have actual knowledge that such Proceeds are proceeds of Term Priority Collateral, neither the Revolving Collateral Agent nor any other Revolving Claimholder shall have any obligation to transfer or pay over any Proceeds of such Disposition to the Term Collateral Agent and (y) in the case of any Proceeds of Revolving Priority Collateral received by the Term Collateral Agent or any other Term Claimholder in connection with a Disposition of Revolving Priority Collateral by any Grantor, if a Grantor or the Revolving Collateral Agent does not provide prior written notice of such Disposition to the Term Collateral Agent specifying the amount and source of such Proceeds and a Responsible Officer (as defined in the Term Credit Agreement) of the Term Collateral Agent does not otherwise have actual knowledge that such Proceeds are proceeds of Revolving Priority Collateral, neither the Term Collateral Agent nor any other Term Claimholder shall have any obligation to pay over any Proceeds of such Disposition to the Revolving Collateral AgentSection 3.9. Until the Discharge of Revolving ABL Obligations occurs, the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby irrevocably constitutes and appoints the Revolving ABL Collateral Agent and any officer or agent of the Revolving ABL Collateral Agent, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Term Collateral Agent or the other Term Claimholders, as the case may be, or in the Revolving ABL Collateral Agent’s own name, from time to time in the Revolving ABL Collateral Agent’s discretion exercised in good faith, for the purpose of carrying out the terms of this Section 4.2 with respect to Revolving ABL Priority Collateral, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 4.2 with respect to Revolving ABL Priority Collateral. Until the Discharge of Term Obligations occurs, the Revolving ABL Collateral Agent, for itself and on behalf of the other Revolving ABL Claimholders, hereby irrevocably constitutes and appoints the Term Collateral Agent and any officer or agent of the Term Collateral Agent, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Revolving ABL Collateral Agent or the other Revolving ABL Claimholders, as the case may be, or in the Term Collateral Agent’s own name, from time to time in the Term Collateral Agent’s discretion exercised in good faith, for the purpose of carrying out the terms of this Section 4.2 with respect to Term Priority Collateral, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 4.2 with respect to Term Priority Collateral.

Turnover. So long as the Discharge of Senior Obligations with respect to any Collateral has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, if (a) any Junior Claimholder of any Class receives any Collateral that is subject to any Senior Lien or any Proceeds of any such Collateral, or any other payment in connection with or on account of such Collateral, (i) in connection with the enforcement or exercise of any right or remedy (including any right of set set-off) relating to such Collateral, the transfer of such Collateral or Proceeds to any Junior Claimholder by any Person holding a Lien on such Collateral that is subordinate to the Junior Lien on such Collateral, or proceeds of any insurance policy claim or of any condemnation or similar proceeding (or any deed in lieu of condemnation) in respect of such Collateral or (ii) as a distribution or recovery in any Insolvency Proceeding, Proceeding or (b) any Junior Claimholder receives, in contravention of Section 2.3 or any other provision of this Agreement, any Collateral of the type that would not constitute Senior Priority Collateral of such Junior Claimholder, or any Proceeds of any such Collateral, or any other payment in connection with or on account of such Collateral, or (c) any Junior Claimholder receives any additional Collateral referred to in Section 6.4 that pursuant to such Section is subject to the provisions of this Section 4.2, or any Proceeds of such additional Collateral, or any other payment in connection with or on account of such additional Collateral, then, in each case, such Collateral or Proceeds thereof, or such other payment, shall be segregated and held in trust and forthwith, to the extent not prohibited by applicable law, shall be transferred or paid over to the Senior Collateral Agent for the benefit of the Senior Claimholders in the same form as received, with any necessary endorsements, for application in accordance with Section 4.1 (to the extent required), or as a court of competent jurisdiction may otherwise direct; provided, however, (x) in the case of any Proceeds of Term Fixed Asset Priority Collateral received by the Revolving Collateral Administrative Agent or any other Revolving Claimholder in connection with a Disposition of Term Fixed Asset Priority Collateral by any Grantor, if neither a Grantor or the Term nor any Fixed Asset Collateral Agent does not provide provides prior written notice of such Disposition to the Revolving Collateral Administrative Agent specifying the amount and source of such Proceeds and the Revolving Collateral Administrative Agent does not otherwise have actual knowledge that such Proceeds are proceeds of Term Fixed Asset Priority Collateral, neither the Revolving Collateral Administrative Agent nor any other Revolving Claimholder shall have any obligation to transfer or pay over any Proceeds of such Disposition to the Term Designated Fixed Asset Collateral Agent and (y) in the case of any Proceeds of Revolving Priority Collateral received by the Term any Fixed Asset Collateral Agent or any other Term Fixed Asset Claimholder in connection with a Disposition of Revolving Priority Collateral by any Grantor, if neither a Grantor or nor the Revolving Collateral Administrative Agent does not provide provides prior written notice of such Disposition to the Term Designated Fixed Asset Collateral Agent specifying the amount and source of such Proceeds and a Responsible Officer (as defined in the Term Credit Agreementapplicable Fixed Asset Debt Document) of the Term Designated Fixed Asset Collateral Agent does not otherwise have actual knowledge that such Proceeds are proceeds of Revolving Priority Collateral, neither the Term such Fixed Asset Collateral Agent nor any other Term Fixed Asset Claimholder shall have any obligation to pay over any Proceeds of such Disposition to the Revolving Collateral Administrative Agent. Until the Discharge of Revolving Obligations occurs, the Term each Fixed Asset Collateral Agent, for itself and on behalf of the other Term ClaimholdersFixed Asset Claimholders represented by it, hereby irrevocably constitutes and appoints the Revolving Collateral Administrative Agent and any officer or agent of the Revolving Collateral Administrative Agent, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Term such Fixed Asset Collateral Agent or the other Term ClaimholdersFixed Asset Claimholders represented by it, as the case may be, or in the Revolving Collateral Administrative Agent’s own name, from time to time in the Revolving Collateral Administrative Agent’s discretion exercised in good faith, for the purpose of carrying out the terms of this Section 4.2 with respect to Revolving Priority Collateral, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 4.2 with respect to Revolving Priority Collateral. Until the Discharge of Term Fixed Asset Obligations occurs, the Revolving Collateral Administrative Agent, for itself and on behalf of the other Revolving Claimholders, hereby irrevocably constitutes and appoints the Term Designated Fixed Asset Collateral Agent and any officer or agent of the Term Designated Fixed Asset Collateral Agent, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Revolving Collateral Administrative Agent or the other Revolving Claimholders, as the case may be, or in the Term Designated Fixed Asset Collateral Agent’s own name, from time to time in the Term Designated Fixed Asset Collateral Agent’s discretion exercised in good faith, for the purpose of carrying out the terms of this Section 4.2 with respect to Term Fixed Asset Priority Collateral, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 4.2 with respect to Term Fixed Asset Priority Collateral.

Turnover. So long as Unless and until the earlier of the Discharge of Senior Revolving Obligations with respect to any Collateral or the Discharge of Notes Obligations has not occurred, whether or not any Insolvency Proceeding has been commenced by or against any Grantor, if (a) any Junior Claimholder of any Class receives any Revolving Priority Collateral that is or proceeds thereof (including assets or proceeds subject to any Senior Lien Liens referred to in the final sentence of Section 2.3) received by the Notes Collateral Agent or any Proceeds of any such Collateral, or any other payment in connection with or on account of such Collateral, (i) Notes Claimholder in connection with the enforcement or exercise of any right or remedy (including any right of set set-off) relating to such Collateral, the transfer of such Revolving Priority Collateral or Proceeds to any Junior Claimholder by any Person holding a Lien on such Collateral that is subordinate to the Junior Lien on such Collateral, or proceeds of any insurance policy claim or of any condemnation or similar proceeding (or any deed in lieu of condemnation) in respect of such Collateral or (ii) as a distribution or recovery in any Insolvency Proceeding, (b) any Junior Claimholder receives, otherwise in contravention of Section 2.3 or any other provision of this Agreement, any Collateral of the type that would not constitute Senior Priority Collateral of such Junior Claimholder, or any Proceeds of any such Collateral, or any other payment in connection with or on account of such Collateral, or (c) any Junior Claimholder receives any additional Collateral referred to in Section 6.4 that pursuant to such Section is subject to the provisions of this Section 4.2, or any Proceeds of such additional Collateral, or any other payment in connection with or on account of such additional Collateral, then, in each case, such Collateral or Proceeds thereof, or such other payment, Agreement shall be segregated and held in trust and forthwith, to the extent not prohibited by applicable law, shall be transferred or forthwith paid over to the Senior Revolving Collateral Agent Agent, for application in accordance with Section 4.1(a), for the benefit of the Senior Claimholders Revolving Claimholders, in the same form as received, with any necessary endorsementsendorsements or as a court of competent jurisdiction may otherwise direct, and (b) any Notes Priority Collateral or proceeds thereof (including assets or proceeds subject to Liens referred to in the final sentence of Section 2.3) received by the Revolving Collateral Agent or any Revolving Claimholder in connection with the exercise of any right or remedy (including set-off) relating to the Notes Priority Collateral or otherwise in contravention of this Agreement shall be segregated and held in trust and forthwith paid over to the Notes Collateral Agent, for the benefit of the Notes Claimholders, for application in accordance with Section 4.1 (to the extent required4.1(b), in the same form as received, with any necessary endorsements or as a court of competent jurisdiction may otherwise direct; provided, however, (x) in the case of any Proceeds proceeds of Term Notes Priority Collateral received by the Revolving Collateral Agent or any other Revolving Claimholder in connection with a Disposition of Term Notes Priority Collateral by any Grantor, if a Grantor or the Term Collateral Agent does not provide prior written notice of such Disposition to the Revolving Collateral Agent specifying the amount and source of such Proceeds and proceeds or the Revolving Collateral Agent does not otherwise have actual knowledge that such Proceeds proceeds are proceeds of Term Notes Priority Collateral, neither the Revolving Collateral Agent nor any other Revolving Claimholder shall have any obligation to transfer or pay over any Proceeds proceeds of such Disposition to the Term Notes Collateral Agent and (y) in the case of any Proceeds proceeds of Revolving Priority Collateral received by the Term Notes Collateral Agent or any other Term Notes Claimholder in connection with a Disposition of Revolving Priority Collateral by any Grantor, if a Grantor or the Revolving Collateral Agent does not provide prior written notice of such Disposition to the Term Notes Collateral Agent specifying the amount and source of such Proceeds and a Responsible Officer (as defined in proceeds or the Term Credit Agreement) of the Term Notes Collateral Agent does not otherwise have actual knowledge that such Proceeds proceeds are proceeds of Revolving Priority Collateral, neither the Term Notes Collateral Agent nor any other Term Notes Claimholder shall have any obligation to pay over any Proceeds proceeds of such Disposition to the Revolving Collateral Agent. Until Each of the Notes Collateral Agent and the Revolving Collateral Agent is hereby authorized to make any such endorsements as agent for the other or any Claimholders. This authorization is coupled with an interest and is irrevocable until the earlier of the Discharge of Revolving Obligations occurs, the Term Collateral Agent, for itself and on behalf of the other Term Claimholders, hereby irrevocably constitutes and appoints the Revolving Collateral Agent and any officer or agent of the Revolving Collateral Agent, with full power of substitution, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Term Collateral Agent or the other Term Claimholders, as the case may be, or in the Revolving Collateral Agent’s own name, from time to time in the Revolving Collateral Agent’s discretion exercised in good faith, for the purpose of carrying out the terms of this Section 4.2 with respect to Revolving Priority Collateral, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 4.2 with respect to Revolving Priority Collateral. Until the Discharge of Term Obligations occurs, the Revolving Collateral Agent, for itself and on behalf of the other Revolving Claimholders, hereby irrevocably constitutes and appoints the Term Collateral Agent and any officer or agent of the Term Collateral Agent, with full power of substitutionNotes Obligations, as its true and lawful attorney in fact with full irrevocable power and authority in the place and stead of the Revolving Collateral Agent or the other Revolving Claimholders, as the case may be, or in the Term Collateral Agent’s own name, from time to time in the Term Collateral Agent’s discretion exercised in good faith, for the purpose of carrying out the terms of this Section 4.2 with respect to Term Priority Collateral, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary to accomplish the purposes of this Section 4.2 with respect to Term Priority Collateralapplicable.