Common use of Proceeds of Collateral Clause in Contracts

Proceeds of Collateral. Subject to the proviso to the first sentence of Section 6.5, any Non-Priority Collateral or Proceeds thereof received by any Secured Creditor including, without limitation, any such Non-Priority Collateral constituting Proceeds, or any payment or Distribution, that may be received by any Secured Creditor (a) in connection with the exercise of any right or remedy (including any right of setoff) with respect to Non-Priority Collateral, (b) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) as to Non-Priority Collateral, (c) from the collection or other Disposition of, or realization on, Non-Priority Collateral, whether or not pursuant to an Insolvency Proceeding or (d) in violation of this Agreement, shall be segregated and held in trust and promptly paid over to the Priority Secured Creditor, in the same form as received, with any necessary endorsements, and each Junior Secured Creditor hereby authorizes the Priority Secured Creditor to make any such endorsements as agent for such Junior Secured Creditor (which authorization, being coupled with an interest, is irrevocable). In furtherance of the foregoing, any Collateral or Proceeds thereof received by any Existing Notes Creditor including, without limitation, any such Collateral constituting Proceeds, or any payment or Distribution, that may be received by any Existing Notes Creditor (a) in connection with the exercise of any right or remedy (including any right of setoff) with respect to any Collateral, (b) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) as to any Collateral, (c) from the collection or other Disposition of, or realization on, any Collateral, whether or not pursuant to an Insolvency Proceeding or (d) in violation of this Agreement, shall be segregated and held in trust and promptly paid over to the Priority Secured Creditor, in the same form as received, with any necessary endorsements, and each Existing Notes Creditor hereby authorizes the Priority Secured Creditor to make any such endorsements as agent for such Existing Notes Creditor (which authorization, being coupled with an interest, is irrevocable). The Term Loan Agent, on behalf of itself and the Term Loan Creditors, and the Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, each acknowledges and agrees that the Revolving Credit Agreement includes a revolving commitment and that in the ordinary course of business Revolving Agent will apply Proceeds of Revolving Credit Priority Collateral in accordance with the terms thereof (which may not permanently reduce such revolving commitment) and may make advances thereunder from time to time, and may apply Proceeds of Term Loan Priority Collateral not required pursuant to the provisions of the Term Loan Credit Documents as in effect on the date hereof or this Agreement to be paid over to the Term Loan Agent or Term Loan Creditors to repay Revolving Credit Obligations in the ordinary course. The Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, acknowledges and agrees that the Revolving Credit Agreement includes a revolving commitment and that in the ordinary course of business Revolving Agent will apply Proceeds of Revolving Credit Priority Collateral in accordance with the terms thereof (which may not permanently reduce such revolving commitment) and may make advances thereunder from time to time, and may apply Proceeds of Term Loan Priority Collateral not required pursuant to the provisions of the Term Loan Credit Documents as in effect on the date hereof or this Agreement to be paid over to the Term Loan Agent or Term Loan Creditors to repay Revolving Credit Obligations in the ordinary course. The Revolving Agent, on behalf of itself and the Revolving Creditors, acknowledges and agrees that the Term Loan Credit Agreement contains provisions requiring prepayment of the Term Loan Obligations and that the Obligors may continue to make such prepayments of Term Loan Obligations notwithstanding any provision to the contrary in the Revolving Credit Agreement or other Revolving Credit Documents. The Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, acknowledges and agrees that Collateral and Proceeds thereof may be applied to repayment or prepayment of the Revolving Credit Obligations and Term Loan Obligations in accordance with the provisions thereof, and prior to payment of the Existing Notes Obligations notwithstanding any contrary provision in any Existing Notes Document.

Proceeds of Collateral. Subject to the proviso to the first sentence of Section 6.5, any Non-Priority Any Collateral or Proceeds proceeds thereof received by any Secured Second Lien Creditor including, without limitation, any such Non-Priority Collateral constituting Proceedsproceeds, or any payment or Distribution, that may be received by any Secured Second Lien Creditor (a) in connection with the exercise of any right or remedy Enforcement Action (including any right of setoff) with respect to Non-Priority the Collateral, (b) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) with respect to the Collateral (other than payments made in accordance with the terms of the Second Lien Documents as in effect on the date hereof (or on terms no less favorable to Non-Priority Collateralthe First Lien Lenders and Obligors than those in effect on the date hereof)), (c) from the collection or other Disposition of, or realization on, Non-Priority the Collateral, whether or not pursuant to an Insolvency Proceeding (other than payments made in accordance with the terms of the Second Lien Documents as in effect on the date hereof (or on terms no less favorable to the First Lien Lenders and Obligors than those in effect on the date hereof)) or (d) in violation of this Agreement, shall be segregated and held in trust and promptly paid over to the Priority Secured CreditorFirst Lien Agent, for the benefit of the First Lien Creditors, in the same form as received, with any necessary endorsements, for payment of the First Lien Obligations and each Junior Secured Second Lien Creditor hereby authorizes the Priority Secured Creditor First Lien Agent to make any such endorsements as agent for such Junior Secured Creditor the Second Lien Agent (which authorization, being coupled with an interest, is irrevocable). In furtherance of the foregoing, any All Collateral or Proceeds and proceeds thereof received by any Existing Notes First Lien Creditor including, without limitation, any such Collateral constituting Proceeds, or any payment or Distribution, that may be received by any Existing Notes Creditor (a) in connection with prior to the exercise of any right or remedy (including any right of setoff) with respect to any Collateral, (b) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) as to any Collateral, (c) from the collection or other Disposition of, or realization on, any Collateral, whether or not pursuant to an Insolvency Proceeding or (d) in violation of this Agreement, First Lien Termination Date shall be segregated and held in trust and promptly paid over applied to the Priority Secured CreditorFirst Lien Obligations, and all Collateral and all proceeds thereof received from and after the First Lien Termination Date shall be forthwith paid over, in the same form as received, kind or funds and currency received with any necessary endorsements, and each Existing Notes Creditor hereby authorizes the Priority Secured Creditor to make any such endorsements as agent for such Existing Notes Creditor (which authorization, being coupled with an interest, is irrevocable). The Term Loan Agent, on behalf of itself and the Term Loan Creditors, and the Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, each acknowledges and agrees that the Revolving Credit Agreement includes a revolving commitment and that in the ordinary course of business Revolving Agent will apply Proceeds of Revolving Credit Priority Collateral in accordance with the terms thereof (which may not permanently reduce such revolving commitment) and may make advances thereunder from time to time, and may apply Proceeds of Term Loan Priority Collateral not required pursuant to the provisions of the Term Loan Credit Documents as in effect on the date hereof or this Agreement to be paid over Second Lien Creditors for application to the Term Loan Agent Second Lien Obligations (unless otherwise required by law or Term Loan Creditors to repay Revolving Credit Obligations in the ordinary course. The Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, acknowledges and agrees that the Revolving Credit Agreement includes a revolving commitment and that in the ordinary course of business Revolving Agent will apply Proceeds of Revolving Credit Priority Collateral in accordance with the terms thereof (which may not permanently reduce such revolving commitment) and may make advances thereunder from time to time, and may apply Proceeds of Term Loan Priority Collateral not required pursuant to the provisions of the Term Loan Credit Documents as in effect on the date hereof or this Agreement to be paid over to the Term Loan Agent or Term Loan Creditors to repay Revolving Credit Obligations in the ordinary course. The Revolving Agent, on behalf of itself and the Revolving Creditors, acknowledges and agrees that the Term Loan Credit Agreement contains provisions requiring prepayment of the Term Loan Obligations and that the Obligors may continue to make such prepayments of Term Loan Obligations notwithstanding any provision to the contrary in the Revolving Credit Agreement or other Revolving Credit Documents. The Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, acknowledges and agrees that Collateral and Proceeds thereof may be applied to repayment or prepayment of the Revolving Credit Obligations and Term Loan Obligations in accordance with the provisions thereof, and prior to payment of the Existing Notes Obligations notwithstanding any contrary provision in any Existing Notes Documentcourt order).

Proceeds of Collateral. Subject to the proviso to the first sentence of Section 6.5, any Non-Priority Collateral or Proceeds thereof received by any Secured Creditor including, without limitation, any such Non-Priority Collateral constituting Proceeds, or any payment or Distribution, that may be received by any Secured Creditor (a) in connection with the exercise of any right or remedy (including any right of setoff) with respect to Non-Priority CollateralEnforcement Action, (b) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) as to Non-Priority Collateral, (c) from the collection or other Disposition of, or realization on, Non-Priority Collateral, whether or not pursuant to an Insolvency Proceeding (but excluding any collection and application from a deposit account or securities account which does not constitute an Enforcement Action), or (d) in violation of this Agreement, shall be segregated and held in trust and promptly paid over to the Priority Secured Creditor, in the same form as received, with any necessary endorsements, and each Junior Secured Creditor hereby authorizes the Priority Secured Creditor to make any such endorsements as agent for such Junior Secured Creditor (which authorization, being coupled with an interest, is irrevocable). In furtherance of the foregoing, any Collateral or Proceeds thereof received by any Existing Notes Creditor including, without limitation, any such Collateral constituting Proceeds, or any payment or Distribution, that may be received by any Existing Notes Creditor (a) in connection with the exercise of any right or remedy (including any right of setoff) with respect to any Collateral, (b) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) as to any Collateral, (c) from the collection or other Disposition of, or realization on, any Collateral, whether or not pursuant to an Insolvency Proceeding or (d) in violation of this Agreement, shall be segregated and held in trust and promptly paid over to the Priority Secured Creditor, in the same form as received, with any necessary endorsements, and each Existing Notes Creditor hereby authorizes the Priority Secured Creditor to make any such endorsements as agent for such Existing Notes Creditor (which authorization, being coupled with an interest, is irrevocable). The Term Loan Agent, on behalf of itself and the Term Loan Creditors, and the Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, each acknowledges and agrees that the Revolving Credit Agreement includes a revolving commitment and that in the ordinary course of business Revolving Agent will apply Proceeds of Revolving Credit Priority Collateral in accordance with the terms thereof (which may not permanently reduce such revolving commitment) and may make advances thereunder from time to time, and may apply Proceeds of Term Loan Priority Collateral not required pursuant to the provisions of the Term Loan Credit Documents as in effect on the date hereof or this Agreement to be paid over to the Term Loan Agent or Term Loan Creditors to repay Revolving Credit Obligations in the ordinary course. The Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, acknowledges and agrees that the Revolving Credit Agreement includes a revolving commitment and that in the ordinary course of business Revolving Agent will apply Proceeds of Revolving Credit Priority Collateral in accordance with the terms thereof (which may not permanently reduce such revolving commitment) and may make advances thereunder from time to time, and may apply Proceeds of Term Loan Priority Collateral not required pursuant to the provisions of the Term Loan Credit Documents as in effect on the date hereof or this Agreement to be paid over to the Term Loan Agent or Term Loan Creditors to repay Revolving Credit Obligations in the ordinary course, and the Term Loan Agent further agrees that if Revolving Agent takes any Enforcement Action constituting setoff against a deposit account or securities account or the application of any amounts on deposit therein in either case which results in the receipt of identifiable Cash Proceeds of Term Loan Priority Collateral by the Revolving Agent, that Revolving Agent shall have no obligation to turnover such amounts (and such amounts shall be deemed Revolving Loan Priority Collateral) to the extent (x) Revolving Agent makes further advances following such Enforcement Action or application of funds provided that at the time of making such advances Revolving Agent had no knowledge that any amounts so taken constituted identifiable Cash Proceeds of Term Loan Priority Collateral or (y) Term Loan Agent fails to notify in writing Revolving Agent within 90 days of such Enforcement Action or application that Revolving Agent has received identifiable Cash Proceeds of Term Loan Priority Collateral, which notification shall specifically set forth the amount of such Cash Proceeds and the source of same. The Revolving Agent, on behalf of itself and the Revolving Creditors, acknowledges and agrees that the Term Loan Credit Agreement contains provisions requiring prepayment of the Term Loan Obligations in a manner permitted by the Revolving Credit Agreement as in effect on the date hereof and that the Obligors may continue to make such prepayments of Term Loan Obligations notwithstanding any provision (other than during an Insolvency Proceeding, in which case Revolving Agent shall be permitted to the contrary in the Revolving Credit Agreement or other Revolving Credit Documents. The Existing Notes Agent, on behalf of itself contest such payments) subject to and the Existing Notes Creditors, acknowledges and agrees that Collateral and Proceeds thereof may be applied to repayment or prepayment of the Revolving Credit Obligations and Term Loan Obligations in accordance with the provisions thereofof the Revolving Credit Agreement as in effect on the date hereof, and prior the Revolving Agent further agrees that if Term Loan Agent takes any Enforcement Action constituting setoff against a deposit account or securities account or the application of any amounts on deposit therein in either case which results in the receipt of identifiable Cash Proceeds of Revolving Loan Priority Collateral by the Term Loan Agent, that Term Loan Agent shall have no obligation to payment turnover such amounts (and such amounts shall be deemed Term Loan Priority Collateral) to the extent (x) Term Loan Agent makes further advances following such Enforcement Action provided that at the time of making such advances Term Loan Agent had no knowledge that any amounts so taken constituted identifiable Cash Proceeds of Revolving Loan Priority Collateral or (y) Revolving Agent fails to notify in writing Term Loan Agent within 90 days of such Enforcement Action that Term Loan Agent has received identifiable Cash Proceeds of Revolving Loan Priority Collateral and Term Loan Agent had no knowledge that any amounts so taken constituted identifiable Cash Proceeds of Revolving Loan Priority Collateral, which notification shall specifically set forth the Existing Notes Obligations notwithstanding any contrary provision in any Existing Notes Documentamount of such Cash Proceeds and the source of same.

Proceeds of Collateral. Subject to the proviso to the first sentence of Section 6.5, any Non-Priority Any Collateral or Proceeds proceeds thereof received by any Secured Second Lien Creditor including, without limitation, any such Non-Priority Collateral constituting Proceedsproceeds, or any payment or Distribution, that may be received by any Secured Second Lien Creditor (a) in connection with the exercise of any right or remedy (including any right of setoff) with respect to Non-Priority the Collateral, (b) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) as to Non-Priority Collateral), (c) from the collection or other Disposition of, or realization on, Non-Priority the Collateral, whether or not pursuant to an Insolvency Proceeding or (d) in violation of this AgreementAgreement (including any amount not permitted to be paid or received pursuant to Section 2.13 hereof), shall be segregated and held in trust and promptly paid over to the Priority Secured CreditorFirst Lien Agent, for the benefit of the First Lien Creditors, in the same form as received, with any necessary endorsements, and each Junior Secured Second Lien Creditor hereby authorizes the Priority Secured Creditor First Lien Agent to make any such endorsements as agent for such Junior Secured Creditor the Second Lien Agent (which authorization, being coupled with an interest, is irrevocable). In furtherance All Collateral and proceeds thereof received by any First Lien Creditor prior to the First Lien Termination Date shall be applied as provided in the First Lien Documents, and Collateral and all proceeds thereof received after the First Lien Termination Date shall be forthwith paid over, in the kind or funds and currency received, to the Second Lien Creditors for application to the Second Lien Obligations (unless otherwise required by law or court order). Without limiting the generality of the foregoing, the First Lien Agent shall have the right to hold any proceeds of Collateral and any other sums it may receive from time to time on account of the First Lien Obligations, to pay the costs of completing any motion picture to which the Borrower has committed or Proceeds thereof received by any Existing Notes Creditor including, without limitation, any such Collateral constituting Proceeds, or any payment or Distribution, that may be received by any Existing Notes Creditor (a) in connection with the exercise of any right or remedy (including any right of setoff) with respect to any Collateral, which the Borrower is obligated to pay a portion of the costs (bregardless of whether the Borrower is so obligated at the time such proceeds are received) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) as to any Collateral, (c) from the collection or other Disposition of, or realization on, any Collateral, whether or not pursuant to an Insolvency Proceeding or (d) in violation of this Agreement, shall be segregated and held in trust and promptly paid over to the Priority Secured Creditor, in the same form as received, with any necessary endorsements, and each Existing Notes Creditor hereby authorizes the Priority Secured Creditor to make any such endorsements as agent for such Existing Notes Creditor (which authorization, being coupled with an interest, is irrevocable). The Term Loan Agent, on behalf of itself and the Term Loan Creditors, and the Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, each acknowledges and agrees that the Revolving Credit Agreement includes a revolving commitment and that funds so held shall not be deemed applied in the ordinary course of business Revolving Agent will apply Proceeds of Revolving Credit Priority Collateral in accordance with the terms thereof (which may not permanently reduce such revolving commitment) and may make advances thereunder from time to time, and may apply Proceeds of Term Loan Priority Collateral not required pursuant to the provisions reduction of the Term Loan Credit Documents as in effect on the date hereof or this Agreement to be paid over to the Term Loan Agent or Term Loan Creditors to repay Revolving Credit Obligations in the ordinary course. The Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, acknowledges and agrees that the Revolving Credit Agreement includes a revolving commitment and that in the ordinary course of business Revolving Agent will apply Proceeds of Revolving Credit Priority Collateral in accordance with the terms thereof (which may not permanently reduce such revolving commitment) and may make advances thereunder from time to time, and may apply Proceeds of Term Loan Priority Collateral not required pursuant to the provisions of the Term Loan Credit Documents as in effect on the date hereof or this Agreement to be paid over to the Term Loan Agent or Term Loan Creditors to repay Revolving Credit Obligations in the ordinary course. The Revolving Agent, on behalf of itself and the Revolving Creditors, acknowledges and agrees that the Term Loan Credit Agreement contains provisions requiring prepayment of the Term Loan Obligations and that the Obligors may continue to make such prepayments of Term Loan Obligations notwithstanding any provision to the contrary in the Revolving Credit Agreement or other Revolving Credit Documents. The Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, acknowledges and agrees that Collateral and Proceeds thereof may be applied to repayment or prepayment of the Revolving Credit Obligations and Term Loan Obligations in accordance with the provisions thereof, and prior to payment of the Existing Notes Obligations notwithstanding any contrary provision in any Existing Notes DocumentFirst Lien Obligations.

Proceeds of Collateral. Subject From and after the receipt by the Collateral Agent of any Notice of Actionable Default and prior to the proviso to the first sentence withdrawal of Section 6.5all pending Notices of Actionable Default, proceeds of any Non-Priority Collateral or Proceeds thereof received by any Secured Creditor Parties, and all payments made by any Loan Parties in respect of any Secured Claims, shall be applied as follows: (a) first, to pay interest on and then principal of any portion of the Senior Claims in respect of such Collateral that the Senior Agent may have advanced on behalf of any Senior Secured Party for which the Senior Agent has not then been reimbursed by such Senior Secured Party or the Loan Parties; (b) second, to pay Secured Claims in respect of any expense reimbursements or indemnities then due to the Senior Agent and the Collateral Agent; (c) third, to pay Secured Claims in respect of any expense reimbursements or indemnities then due to the other Senior Secured Parties; (d) fourth, to pay Secured Claims in respect of any fees then due to the Senior Agent and the Collateral Agent; (e) fifth, to pay Secured Claims in respect of any fees then due to the other Senior Secured Parties; (f) sixth, to pay interest then due and payable in respect of all Senior Claims in respect of such Collateral; (g) seventh, to pay or prepay principal payments for all Senior Claims (and, when applicable, to provide cash collateral for letters of credit or Interest Rate Agreements constituting Senior Claims) in respect of such Collateral; (h) eighth, to pay all other Senior Claims in respect of such Collateral; (i) ninth, to pay interest on and then principal of any portion of the Junior Claims that any Junior Agent may have advanced on behalf of any Junior Secured Party for which such Junior Agent has not then been reimbursed by such Junior Secured Party or the Loan Parties; (j) tenth, to pay Secured Claims in respect of any expense reimbursements or indemnities then due to any Junior Agent; (k) eleventh, to pay Secured Claims in respect of any expense reimbursements or indemnities then due to the other Junior Secured Parties; (l) twelfth, to pay Secured Claims in respect of any fees then due to any Junior Agent; (m) thirteenth, to pay Secured Claims in respect of any fees then due to the other Junior Secured Parties; (n) fourteenth, to pay interest then due and payable in respect of all Junior Claims in respect of such Collateral; (o) fifteenth, to pay or prepay principal payments for all Junior Claims (and, when applicable, to provide cash collateral for letters of credit or Interest Rate Agreements constituting Junior Claims) in respect of such Collateral; (p) sixteenth, to pay all other Junior Claims in respect of such Collateral; and (q) seventeenth, as directed by the Company (subject to applicable laws); provided, however, that, if sufficient funds are not available to fund all payments required to be made in any of clauses first through sixteenth above, the available funds being applied to the Secured Claims specified in any such clause (unless otherwise specified in such clause) shall be allocated to the payment of such Secured Claims ratably, based on the proportion of each Agent’s and each Secured Party’s interest in the aggregate outstanding Secured Claims described in such clause; provided, further, that payments that would otherwise be allocated to the Multi-Currency Lenders shall be allocated first to repay Swing Loans until such Loans are paid in full, second to repay Local Loans until such Loans are paid in full and then to repay the Revolving Credit Loans. The order of payment application set forth in clauses (a) through (p) above may be amended at any time and from time to time by the Required Secured Parties without any notice to or consent of or approval by any Loan Party (unless such amendment is of the type described in Section 12.3(iv)) or any other Person (including, without limitation, any such Nonholder of Designated Eligible Obligations) that is not a party to the Multi-Priority Collateral constituting Proceeds, or any payment or Distribution, that may be received by any Secured Creditor (a) in connection with the exercise of any right or remedy (including any right of setoff) with respect to Non-Priority Collateral, (b) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) as to Non-Priority Collateral, (c) from the collection or other Disposition of, or realization on, Non-Priority Collateral, whether or not pursuant to an Insolvency Proceeding or (d) in violation of this Currency Credit Agreement, shall be segregated and held in trust and promptly paid over to the Priority Secured Creditor, in the same form as received, with any necessary endorsements, and each Junior Secured Creditor hereby authorizes the Priority Secured Creditor to make any such endorsements as agent for such Junior Secured Creditor (which authorization, being coupled with an interest, is irrevocable). In furtherance of the foregoing, any Collateral or Proceeds thereof received by any Existing Notes Creditor including, without limitation, any such Collateral constituting Proceeds, or any payment or Distribution, that may be received by any Existing Notes Creditor (a) in connection with the exercise of any right or remedy (including any right of setoff) with respect to any Collateral, (b) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) as to any Collateral, (c) from the collection or other Disposition of, or realization on, any Collateral, whether or not pursuant to an Insolvency Proceeding or (d) in violation of this Agreement, shall be segregated and held in trust and promptly paid over to the Priority Secured Creditor, in the same form as received, with any necessary endorsements, and each Existing Notes Creditor hereby authorizes the Priority Secured Creditor to make any such endorsements as agent for such Existing Notes Creditor (which authorization, being coupled with an interest, is irrevocable). The Term Loan Agent, on behalf of itself and the Term Loan CreditorsAgreement or the Indenture (provided, and that, for purposes of this clause, the Existing Notes Noteholders shall be deemed to be parties to the Indenture), as the case may be; provided, however, that (i) any such amendment adversely affecting any Agent shall also require the prior written consent of such Agent, on behalf (ii) any such amendment not adversely affecting the Multi-Currency Lenders shall not require the consent of itself and the Existing Notes Creditors, each acknowledges and agrees that the Revolving Credit Agreement includes a revolving commitment and that any Lender (as defined in the ordinary course of business Revolving Agent will apply Proceeds of Revolving Multi-Currency Credit Priority Collateral in accordance with the terms thereof Agreement), (which may iii) any such amendment not permanently reduce such revolving commitment) and may make advances thereunder from time to time, and may apply Proceeds of Term Loan Priority Collateral not required pursuant to the provisions of adversely affecting the Term Loan Credit Documents Lenders shall not require the consent of any Lender (as defined in effect on the date hereof or this Agreement to be paid over to the Term Loan Agent Agreement) and (iv) any such amendment not adversely affecting the Noteholders shall not require the consent or Term Loan Creditors to repay Revolving Credit Obligations signature of the Noteholder Representative or any Noteholder (as defined in the ordinary course. The Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, acknowledges and agrees that the Revolving Credit Agreement includes a revolving commitment and that in the ordinary course of business Revolving Agent will apply Proceeds of Revolving Credit Priority Collateral in accordance with the terms thereof (which may not permanently reduce such revolving commitment) and may make advances thereunder from time to time, and may apply Proceeds of Term Loan Priority Collateral not required pursuant to the provisions of the Term Loan Credit Documents as in effect on the date hereof or this Agreement to be paid over to the Term Loan Agent or Term Loan Creditors to repay Revolving Credit Obligations in the ordinary course. The Revolving Agent, on behalf of itself and the Revolving Creditors, acknowledges and agrees that the Term Loan Credit Agreement contains provisions requiring prepayment of the Term Loan Obligations and that the Obligors may continue to make such prepayments of Term Loan Obligations notwithstanding any provision to the contrary in the Revolving Credit Agreement or other Revolving Credit Documents. The Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, acknowledges and agrees that Collateral and Proceeds thereof may be applied to repayment or prepayment of the Revolving Credit Obligations and Term Loan Obligations in accordance with the provisions thereof, and prior to payment of the Existing Notes Obligations notwithstanding any contrary provision in any Existing Notes DocumentIndenture).

Proceeds of Collateral. Subject to the proviso to the first sentence of Section 6.5, If any Non-Priority Collateral or Proceeds thereof received by any Secured Creditor including, without limitation, any such Non-Priority Collateral constituting Proceeds, or Lender shall obtain any payment or Distributionother recovery (whether voluntary, involuntary, by application of set‑off, or otherwise) on account of principal of or interest or fee on any Loan, Reimbursement Obligation or Letter of Credit or Commitment (other than pursuant to the terms of Section 5.4 or 5.5) in excess of its pro rata share of payments then or therewith obtained by all Lenders upon principal of and interest and fees on all Loans, Reimbursement Obligations, Commitments and Letters of Credit, such Lender shall purchase from the other Lenders such participations in Loans held by them and/or Letters of Credit as shall be necessary to cause such purchasing Lender to share the excess payment or other recovery ratably with each of them; provided, however, that may if all or any portion of the excess payment or other recovery is thereafter recovered from such purchasing Lender, the purchase shall be received rescinded and the purchase price restored to the extent of such recovery, but without interest. The Borrower agrees that any Lender so purchasing a participation from another Lender pursuant to this Section may, to the fullest extent permitted by any Secured Creditor (a) in connection with the law, exercise all its rights of any right or remedy payment (including any right of setoffpursuant to Section 3.9) with respect to Non-Priority Collateralsuch participation as fully as if such Lender were the direct creditor of the Borrower in the amount of such participation. If under any applicable bankruptcy, (b) in connection with insolvency or other similar law, any insurance policy Lender receives a secured claim or any condemnation award (or deed in lieu of condemnationa setoff to which this Section applies, such Lender shall, to the extent practicable, exercise its rights in respect of such secured claim in a manner consistent with the rights of the Lenders entitled under this Section to share in the benefits of any recovery on such secured claim. All amounts received as a result of the exercise of remedies under the Loan Documents (including from the proceeds of Collateral) or under applicable law shall be applied upon receipt to the Liabilities as follows: (i) first, to Non-Priority Collateralthe payment of all Liabilities owing to the Administrative Agent, in its capacity as the Administrative Agent (including the fees and expenses of counsel to the Administrative Agent), (cii) from second, after payment in full in cash of the collection amounts specified in clause (b)(i), to the ratable payment of all interest (including interest accruing after the commencement of a proceeding in bankruptcy, insolvency or other Disposition of, or realization on, Non-Priority Collateralsimilar law, whether or not permitted as a claim under such law) and fees owing under the Loan Documents, and all costs and expenses owing to the Secured Parties pursuant to an Insolvency Proceeding or the terms of the Loan Documents, until paid in full in cash, (diii) third, after payment in violation full in cash of this Agreementthe amounts specified in clauses (b)(i) and (b)(ii), shall be segregated and held in trust and promptly paid over to the Priority ratable payment of the principal amount of the Loans then outstanding, the aggregate Reimbursement Liabilities then owing, the Cash Collateralization for contingent liabilities under Letter of Credit Outstandings and credit exposure owing to Secured CreditorParties under Rate Protection Agreements, (iv) fourth, after payment in full in cash of the same form as receivedamounts specified in clauses (b)(i) through (b)(iii), with any necessary endorsementsto the ratable payment of all other Liabilities owing to the Secured Parties, and each Junior Secured Creditor hereby authorizes the Priority Secured Creditor to make any such endorsements as agent for such Junior Secured Creditor (which authorizationv) fifth, being coupled with an interest, is irrevocable). In furtherance after payment in full in cash of the foregoingamounts specified in clauses (b)(i) through (b)(iv), any Collateral or Proceeds thereof received by any Existing Notes Creditor includingand following the Termination Date, without limitation, any such Collateral constituting Proceeds, to each applicable Loan Party or any payment or Distributionother Person lawfully entitled to receive such surplus. For purposes of clause (b)(iii), that may be received by the “credit exposure” at any Existing Notes Creditor (a) in connection with the exercise time of any right or remedy (including any right of setoff) Secured Party with respect to any Collateral, (b) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) as a Rate Protection Agreement to any Collateral, (c) from the collection or other Disposition of, or realization on, any Collateral, whether or not pursuant to an Insolvency Proceeding or (d) in violation of this Agreement, which such Secured Party is a party shall be segregated and held in trust and promptly paid over to the Priority Secured Creditor, in the same form as received, with any necessary endorsements, and each Existing Notes Creditor hereby authorizes the Priority Secured Creditor to make any determined at such endorsements as agent for such Existing Notes Creditor (which authorization, being coupled with an interest, is irrevocable). The Term Loan Agent, on behalf of itself and the Term Loan Creditors, and the Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, each acknowledges and agrees that the Revolving Credit Agreement includes a revolving commitment and that in the ordinary course of business Revolving Agent will apply Proceeds of Revolving Credit Priority Collateral time in accordance with the terms thereof customary methods of calculating credit exposure under similar arrangements by the counterparty to such arrangements, taking into account potential interest rate (which may or, if applicable, currency) movements and the respective termination provisions and notional principal amount and term of such Rate Protection Agreement. Setoff. In addition to and not permanently reduce in limitation of any rights of any Lender under applicable law, each Lender shall, upon the occurrence of any Default described in Section 9.1.4 or upon the occurrence of any Event of Default, have the right to set off, appropriate and apply to the payment of the Liabilities owing to it any and all balances, credits, deposits, accounts or moneys of the Borrower or any other Loan Party then maintained with such revolving commitment) Lender; provided, however, that any such appropriation and may make advances thereunder from time to time, and may apply Proceeds of Term Loan Priority Collateral not required pursuant application shall be subject to the provisions of the Term Loan Credit Documents as in effect on the date hereof or this Agreement to be paid over to the Term Loan Agent or Term Loan Creditors to repay Revolving Credit Obligations in the ordinary course. The Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, acknowledges and agrees that the Revolving Credit Agreement includes a revolving commitment and that in the ordinary course of business Revolving Agent will apply Proceeds of Revolving Credit Priority Collateral in accordance with the terms thereof (which may not permanently reduce such revolving commitment) and may make advances thereunder from time to time, and may apply Proceeds of Term Loan Priority Collateral not required pursuant to the provisions of the Term Loan Credit Documents as in effect on the date hereof or this Agreement to be paid over to the Term Loan Agent or Term Loan Creditors to repay Revolving Credit Obligations in the ordinary course. The Revolving Agent, on behalf of itself and the Revolving Creditors, acknowledges and agrees that the Term Loan Credit Agreement contains provisions requiring prepayment of the Term Loan Obligations and that the Obligors may continue to make such prepayments of Term Loan Obligations notwithstanding any provision to the contrary in the Revolving Credit Agreement or other Revolving Credit Documents. The Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, acknowledges and agrees that Collateral and Proceeds thereof may be applied to repayment or prepayment of the Revolving Credit Obligations and Term Loan Obligations in accordance with the provisions thereof, and prior to payment of the Existing Notes Obligations notwithstanding any contrary provision in any Existing Notes DocumentSection 3.8.

Proceeds of Collateral. Subject to the proviso to the first sentence of Section 6.5, any Non-Priority Any Collateral or Proceeds proceeds thereof received by any Secured Second Lien Creditor including, without limitation, any such Non-Priority Collateral constituting Proceedsproceeds, or any payment or Distribution, that may be received by any Secured Second Lien Creditor (a) in connection with the exercise of any right or remedy (including any right of setoff) with respect to Non-Priority the Collateral, (b) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) as to Non-Priority Collateral), (c) from the collection or other Disposition of, or realization on, Non-Priority the Collateral, whether or not pursuant to an Insolvency Proceeding or (d) in violation of this Agreement, shall be segregated and held in trust and promptly paid over to the Priority Secured CreditorFirst Lien Agent, for the benefit of the First Lien Creditors, in the same form as received, with any necessary endorsements, but without recourse, representation or warranty, and each Junior Secured Second Lien Creditor hereby authorizes the Priority Secured Creditor First Lien Agent to make any such endorsements as agent for such Junior Secured Creditor the Second Lien Agent (which authorization, being coupled with an interest, is irrevocable). In furtherance of the foregoing, any All Collateral or Proceeds and proceeds thereof received by any Existing Notes First Lien Creditor including, without limitation, any such Collateral constituting Proceeds, or any payment or Distribution, that may be received by any Existing Notes Creditor (a) in connection with prior to the exercise of any right or remedy (including any right of setoff) with respect to any Collateral, (b) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) as to any Collateral, (c) from the collection or other Disposition of, or realization on, any Collateral, whether or not pursuant to an Insolvency Proceeding or (d) in violation of this Agreement, First Lien Termination Date shall be segregated and held in trust and promptly paid over applied as follows: first, to the Priority Secured Creditor, in First Lien Creditors for application to the same form as received, with any necessary endorsements, and each Existing Notes Creditor hereby authorizes the Priority Secured Creditor to make any such endorsements as agent for such Existing Notes Creditor First Lien Obligations (which authorization, being coupled with an interest, is irrevocable). The Term Loan Agent, on behalf of itself and the Term Loan Creditors, and the Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, each acknowledges and agrees that the Revolving Credit Agreement includes a revolving commitment and that in the ordinary course of business Revolving Agent will apply Proceeds of Revolving Credit Priority Collateral other than Excluded First Lien Obligations) in accordance with the terms thereof (which may not permanently reduce such revolving commitment) and may make advances thereunder from time to timeFirst Lien Documents; second, and may apply Proceeds of Term Loan Priority Collateral not required pursuant to the provisions of the Term Loan Credit Documents as in effect on the date hereof or this Agreement to be paid over Second Lien Creditors for application to the Term Loan Agent or Term Loan Creditors to repay Revolving Credit Second Lien Obligations in the ordinary course. The Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, acknowledges and agrees that the Revolving Credit Agreement includes a revolving commitment and that in the ordinary course of business Revolving Agent will apply Proceeds of Revolving Credit Priority Collateral (other than Excluded Second Lien Obligations) in accordance with the terms thereof (which may not permanently reduce such revolving commitment) and may make advances thereunder from time to timeSecond Lien Documents; third, and may apply Proceeds of Term Loan Priority Collateral not required pursuant to the provisions of the Term Loan Credit Documents as in effect on the date hereof or this Agreement to be paid over First Lien Creditors for application to the Term Loan Agent or Term Loan Creditors to repay Revolving Credit Obligations in the ordinary course. The Revolving Agent, on behalf of itself and the Revolving Creditors, acknowledges and agrees that the Term Loan Credit Agreement contains provisions requiring prepayment of the Term Loan Obligations and that the Obligors may continue to make such prepayments of Term Loan Obligations notwithstanding any provision to the contrary in the Revolving Credit Agreement or other Revolving Credit Documents. The Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, acknowledges and agrees that Collateral and Proceeds thereof may be applied to repayment or prepayment of the Revolving Credit Obligations and Term Loan Excluded First Lien Obligations in accordance with the provisions thereofFirst Lien Documents; fourth, to the Second Lien Creditors for application to the Excluded Second Lien Obligations in accordance with the Second Lien Documents; and prior fifth, to payment the relevant Obligor or as otherwise required by law or court order. All cash proceeds applied to First Lien Obligations may be applied, reversed and reapplied, in whole or in part, as provided in the First Lien Documents; provided, however, all cash proceeds received by First Lien Agent in connection with any Enforcement Action by any First Lien Creditor (other than Proceeds of accounts receivable and inventory) shall be applied to permanently reduce the Existing Notes Obligations notwithstanding any contrary provision in any Existing Notes DocumentFirst Lien Obligations.

Proceeds of Collateral. Subject to the proviso to the first sentence of Section 6.5, any Non-Priority Collateral or Proceeds thereof received by any Secured Creditor including, without limitation, any such Non-Priority Collateral constituting Proceeds, or any payment or Distribution, that may be received by any Secured Creditor (a) The Collateral Agent shall be the secured party under the Collateral Documents and shall hold the Collateral, for the benefit of the Holders. The Holders will receive pro rata treatment in connection with all payments, distributions, collections or recoveries relating to the Collateral. Each payment or distribution by or from or received in connection with the exercise of remedies after an Event of Default in respect of the Collateral shall be shared and applied to the Obligations in accordance with this Section 7. The provisions contained herein concerning the Collateral and any right and all money or remedy (including any right of setoff) with respect to Non-Priority Collateralother property received by the Collateral Agent upon the sale, (b) in connection with any insurance policy claim lease, exchange, casualty loss or any condemnation award other disposition of any Collateral (the “Proceeds”) shall be controlling, notwithstanding the terms of any agreement between the Holders and any Grantor under any other document or deed in lieu of condemnation) as to Non-Priority Collateral, (c) from the collection or other Disposition of, or realization on, Non-Priority Collateralinstrument between such parties, whether or not pursuant any bankruptcy or other insolvency proceeding shall at any time have been commenced with respect to any Grantor. (b) The Proceeds of any sale, enforcement or other disposition of any of the Collateral or other distribution in respect of the Collateral, in each case following an Insolvency Proceeding or (d) in violation Event of this AgreementDefault, to the extent received by the Collateral Agent, shall be segregated and held applied by the Collateral Agent in trust and promptly paid over the following order: (i) first, to the Priority Secured Creditorpayment of all reasonable costs, in fees and expenses incurred by the same form as received, with any necessary endorsements, and each Junior Secured Creditor hereby authorizes the Priority Secured Creditor to make any such endorsements as agent for such Junior Secured Creditor (which authorization, being coupled with an interest, is irrevocable). In furtherance of the foregoing, any Collateral or Proceeds thereof received by any Existing Notes Creditor including, without limitation, any such Collateral constituting Proceeds, or any payment or Distribution, that may be received by any Existing Notes Creditor (a) Agent in connection with the exercise of any right realization upon the Collateral or remedy (including any right of setoff) with respect to any Collateral, (b) incurred in connection with with, or otherwise due to the Collateral Agent under, this Agreement; (ii) second, to the payment of the Secured Obligations, which payment shall be paid to the Holders on a pro rata basis based on their respective shares of the Secured Obligations then outstanding, until all the Secured Obligations have been satisfied in full; and (iii) third, to the payment to the applicable Grantor or as a court of competent jurisdiction may direct, or otherwise as required by law, if any insurance policy claim or any condemnation award (or deed in lieu of condemnation) as to any Collateral, surplus is then remaining from such proceeds. (c) from If at any time payment, in whole or in part, of any Proceeds distributed hereunder is rescinded or must otherwise be restored or returned by the collection Collateral Agent as a preference, fraudulent conveyance or other Disposition ofotherwise under any bankruptcy, insolvency or realization onsimilar law, then each Holder receiving any Collateralportion of such Proceeds agrees, whether upon demand, to return the portion of such Proceeds it has received to the Person responsible for restoring or not pursuant to an Insolvency Proceeding or returning such Proceeds. (d) in violation of this Agreement, shall be segregated and held in trust and promptly paid over Any Holder possessing Collateral agrees to act as bailee for the Priority Secured Creditor, in the same form as received, with any necessary endorsements, and each Existing Notes Creditor hereby authorizes the Priority Secured Creditor to make any such endorsements as agent for such Existing Notes Creditor (which authorization, being coupled with an interest, is irrevocable). The Term Loan Agent, on behalf of itself and the Term Loan Creditors, and the Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, each acknowledges and agrees that the Revolving Credit Agreement includes a revolving commitment and that in the ordinary course of business Revolving Collateral Agent will apply Proceeds of Revolving Credit Priority Collateral in accordance with the terms thereof and provisions hereof. (which may not permanently reduce such revolving commitmente) Notwithstanding anything contained herein to the contrary, if the Collateral Agent, acting upon the instructions of the Holders, shall ever acquire any Collateral through foreclosure or by a conveyance in lieu of foreclosure or by retaining any of the Collateral in satisfaction of all or part of the Obligations or if any Proceeds or other property received by the Collateral Agent to be distributed and may make advances thereunder from time to time, and may apply Proceeds of Term Loan Priority Collateral not required shared pursuant to the provisions terms of this Agreement are in a form other than immediately available funds, the Collateral Agent shall not be required to remit any share thereof under the terms hereof and the Holders shall only be entitled to their undivided interests therein as determined hereby. The Secured Parties shall receive the applicable portions of any immediately available funds consisting of Proceeds from such Collateral or proceeds of such non-cash Proceeds or other property so acquired only if and when paid in connection with the subsequent disposition thereof. While any Collateral or other property to be shared pursuant to the terms of this Agreement is held by the Collateral Agent pursuant to this Agreement, the Collateral Agent shall hold such Collateral or other property for the benefit of the Term Loan Credit Documents as in effect on the date hereof or this Agreement to be paid over to the Term Loan Agent or Term Loan Creditors to repay Revolving Credit Obligations in the ordinary course. The Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, acknowledges and agrees that the Revolving Credit Agreement includes a revolving commitment and that in the ordinary course of business Revolving Agent will apply Proceeds of Revolving Credit Priority Collateral Holders in accordance with the terms thereof (which may not permanently reduce such revolving commitment) their respective undivided interest therein and may make advances thereunder from time to time, and may apply Proceeds of Term Loan Priority Collateral not required pursuant all matters relating to the provisions management, operation, further disposition or any other aspect of such Collateral or other property shall be resolved by the agreement of the Term Loan Credit Documents as in effect on Holders. (f) Each Holder agrees that: (i) it will provide the date hereof or this Agreement to be paid over applicable percentage to the Term Loan Collateral Agent or Term Loan Creditors to repay Revolving Credit Obligations in the ordinary course. The Revolving Agent, on behalf of itself and extent necessary to enable the Revolving Creditors, acknowledges and agrees that the Term Loan Credit Agreement contains provisions requiring prepayment of the Term Loan Obligations and that the Obligors may continue Collateral Agent to make such prepayments of Term Loan Obligations notwithstanding any provision to the contrary in the Revolving Credit Agreement or other Revolving Credit Documents. The Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, acknowledges and agrees that Collateral and Proceeds thereof may be applied to repayment or prepayment of the Revolving Credit Obligations and Term Loan Obligations distributions in accordance with this Agreement; (ii) it will, not later than 30 days after it has become aware of the provisions thereofoccurrence of any Event of Default under its Debentures which it believes will not be cured or waived, give the Collateral Agent notice, and prior if such notice is oral, confirmed in writing, of such Event of Default and stating that the same constitutes a Notice of Event of Default (a “Notice of Event of Default”) (provided that the failure to payment give such notice shall not constitute a waiver of such Event of Default); and (iii) it will give the Collateral Agent immediate written notice of (1) any acceleration of any of the Existing Notes Obligations notwithstanding and (2) any contrary provision demand made under, or any other enforcement action taken in respect of, any Existing Notes Documentguarantee (provided, that the failure to give such notice shall not constitute a waiver or rescission of such acceleration, suspension, demand or enforcement action).

Proceeds of Collateral. Subject to the proviso to the first sentence of Section 6.5, any Non-Priority (a) Any Collateral or Proceeds proceeds thereof received by any Secured Second Lien Creditor or Third Lien Creditor prior to the First Lien Termination Date, including, without limitation, any such Non-Priority Collateral constituting Proceedsproceeds, or any payment or Distribution, that may be received by any Secured Second Lien Creditor or Third Lien Creditor prior to the First Lien Termination Date (ai) in connection with the exercise of any right or remedy (including any right of setoff) with respect to Non-Priority the Collateral, (bii) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) as to Non-Priority Collateral), (ciii) from the collection or other Disposition of, or realization on, Non-Priority the Collateral, whether or not pursuant to an Insolvency Proceeding or (div) in violation of this Agreement, shall be segregated and held in trust and promptly paid over to the Priority Secured CreditorFirst Lien Agent, for the benefit of the First Lien Creditors, in the same form as received, with any necessary endorsements, and each Junior Secured Second Lien Creditor and Third Lien Creditor hereby authorizes the Priority Secured Creditor First Lien Agent to make any such endorsements as agent for such Junior Secured Creditor the Second Lien Creditors or Third Lien Creditor, as applicable (which authorization, being coupled with an interest, is irrevocable). In furtherance All Collateral and proceeds thereof (including, without limitation, proceeds from a Permitted Collateral Sale or a Release Event) received by any First Lien Creditor prior to the First Lien Termination Date shall be applied to the First Lien Obligations and in the case of a Release Event shall reduce the foregoingMaximum First Lien Principal Amount by the net amount of such proceeds used to repay in cash principal outstanding under the First Lien Documents, any and Collateral and all proceeds thereof received after the First Lien Termination Date shall be forthwith paid over, in the kind or funds and currency received, to the Second Lien Creditors for application to the Second Lien Obligations (unless otherwise required by law or court order). (b) Any Collateral or Proceeds proceeds thereof received by any Existing Notes Third Lien Creditor after the First Lien Termination Date and prior to the Second Lien Termination Date, including, without limitation, any such Collateral constituting Proceedsproceeds, or any payment or Distribution, that may be received by any Existing Notes Third Lien Creditor after the First Lien Termination Date and prior to the Second Lien Termination Date (ai) in connection with the exercise of any right or remedy (including any right of setoff) with respect to any the Collateral, (bii) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) as to any Collateral), (ciii) from the collection or other Disposition of, or realization on, any the Collateral, whether or not pursuant to an Insolvency Proceeding or (div) in violation of this Agreement, shall be segregated and held in trust and promptly paid over to the Priority Secured CreditorSecond Lien Agent, for the benefit of the Second Lien Creditors, in the same form as received, with any necessary endorsements, and each Existing Notes Third Lien Creditor hereby authorizes the Priority Secured Creditor Second Lien Agent to make any such endorsements as agent for such Existing Notes the Third Lien Creditor (which authorization, being coupled with an interest, is irrevocable). The Term Loan Agent, on behalf of itself All Collateral and the Term Loan Creditors, and the Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, each acknowledges and agrees that the Revolving Credit Agreement includes a revolving commitment and that in the ordinary course of business Revolving Agent will apply Proceeds of Revolving Credit Priority Collateral in accordance with the terms proceeds thereof (which may not permanently reduce such revolving commitmentincluding, without limitation, proceeds from a Permitted Collateral Sale or a Release Event) received by any Second Lien Creditor after the First Lien Termination Date and may make advances thereunder from time to time, and may apply Proceeds of Term Loan Priority Collateral not required pursuant prior to the provisions of the Term Loan Credit Documents as in effect on the date hereof or this Agreement to be paid over to the Term Loan Agent or Term Loan Creditors to repay Revolving Credit Obligations in the ordinary course. The Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, acknowledges and agrees that the Revolving Credit Agreement includes a revolving commitment and that in the ordinary course of business Revolving Agent will apply Proceeds of Revolving Credit Priority Collateral in accordance with the terms thereof (which may not permanently reduce such revolving commitment) and may make advances thereunder from time to time, and may apply Proceeds of Term Loan Priority Collateral not required pursuant to the provisions of the Term Loan Credit Documents as in effect on the date hereof or this Agreement to be paid over to the Term Loan Agent or Term Loan Creditors to repay Revolving Credit Obligations in the ordinary course. The Revolving Agent, on behalf of itself and the Revolving Creditors, acknowledges and agrees that the Term Loan Credit Agreement contains provisions requiring prepayment of the Term Loan Obligations and that the Obligors may continue to make such prepayments of Term Loan Obligations notwithstanding any provision to the contrary in the Revolving Credit Agreement or other Revolving Credit Documents. The Existing Notes Agent, on behalf of itself and the Existing Notes Creditors, acknowledges and agrees that Collateral and Proceeds thereof may Second Lien Termination Date shall be applied to repayment or prepayment of the Revolving Credit Obligations and Term Loan Obligations in accordance with the provisions thereofSecond Lien Obligations, and prior Collateral and all proceeds thereof received after the Second Lien Termination Date shall be forthwith paid over, in the kind or funds and currency received, to payment of the Existing Notes Third Lien Creditors for application to the Third Lien Obligations notwithstanding any contrary provision in any Existing Notes Document(unless otherwise required by law or court order).