Extract to table

The payoff amount of approximately $879,375,000 reflects the current outstanding principal balance of the term loan plus accrued and unpaid interest through the anticipated closing date, together with any applicable prepayment premium, and full repayment of the revolving credit facility (which had an outstanding balance of approximately $0 as of the date of the commitment letter, though the facility must be terminated upon closing)

It codifies the understanding that the First Lien Obligations must be paid in full from Collateral proceeds before any distribution is made to the Unsecured Noteholders from such proceeds

Issue: The definition of "Collateral" in the Intercreditor Agreement must be identical to, or incorporate by direct cross-reference, the definitions used in the Credit Agreement and Security Agreement

The inclusion of hedging obligations and cash management obligations in the Tier 2 distribution must be defined with precision

Issue: While the exclusive enforcement right over Collateral is not objectionable, we must confirm that the Unsecured Notes Trustee retains the unimpaired right to enforce purely unsecured rights and remedies that do not involve the Collateral

The revised formulation should read substantially as follows: "If the Unsecured Notes Trustee or any holder of Unsecured Notes Obligations shall receive any proceeds of or from the Collateral (including any distribution from the Collateral in any insolvency proceeding, but excluding any payment or distribution received from sources other than the Collateral, including any payment received in the ordinary course of business under the Unsecured Notes Documents that is not derived from the enforcement of remedies against the Collateral), such Unsecured Notes Trustee or holder shall hold such proceeds in trust for the benefit of the First Lien Collateral Agent and shall promptly turn over such proceeds to the First Lien Collateral Agent for application in accordance with the waterfall set forth in Article 2 hereof