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 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 (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 of the foregoing, any All Collateral or Proceeds and proceeds thereof received by any Existing Notes Creditor (including, without limitation, any such proceeds from a Permitted Collateral constituting Proceeds, Sale or any payment or Distribution, that may be a Release Event) received by any Existing Notes First Lien 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 in the case of a Release Event shall reduce the Maximum First Lien Principal Amount by the net amount of such proceeds used to repay in cash principal outstanding under the First Lien Documents, and Collateral and all proceeds thereof received after the First Lien Termination Date shall be forthwith paid over, in the same form as 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 Until the proviso to the first sentence of Section 6.5First Lien Obligations are Satisfied In Full, any Non-Priority First Lien Collateral or Proceeds proceeds thereof received by any Secured Creditor the Second Lien Holder with respect to the Second Lien Obligations including, without limitation, any such Non-Priority Collateral constituting Proceeds, proceeds or any payment or Distribution, that may be received by any Secured Creditor the Second Lien Holder (a) in connection with the exercise of any right or remedy (including any right of setoff) with respect to Non-Priority the First Lien Collateral, (b) in connection with any insurance policy claim or any condemnation award (or deed in lieu of condemnation) as relating to Non-Priority any First Lien Collateral, (c) from the collection or other Disposition of, or realization on, Non-Priority the First Lien 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 Holder, in the same form as received, with any necessary endorsements, and each Junior Secured Creditor the Second Lien Holder hereby authorizes the Priority Secured Creditor First Lien Holder to make any such endorsements as agent for such Junior Secured Creditor the Second Lien Holder (which authorization, being coupled with an interest, is irrevocable). In furtherance Unless otherwise required by law or court order, following the exercise by any Secured Creditor of the foregoinga Lien Enforcement Action, any all First Lien Collateral or Proceeds and proceeds thereof received by any Existing Notes Creditor includingthe First Lien Holder prior to the date the First Lien Obligations are Satisfied In Full shall be applied to the First Lien Obligations, without limitation, any and all such Collateral constituting Proceeds, or any payment or Distribution, that may be and proceeds thereof received by any Existing Notes Creditor (athe First Lien Holder after such date shall be forthwith paid over, in the kind or funds and currency received, to the Second Lien Holder for application to the Second Lien Obligations. For clarity, as set forth in Section 4.4(a) in connection with below, 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 extent the collection or other Disposition Collateral that the First Lien Holder takes possession of, or realization onhas “control” over, any as contemplated by Section 4.4(a), comprises Second Lien Collateral, whether the First Lien Holder shall promptly deliver possession or not pursuant to an Insolvency Proceeding “control” of such Second Lien Collateral or (d) in violation of this Agreement, shall be segregated and held in trust and promptly paid over proceeds thereof 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 DocumentSecond Lien Holder.

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 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.