Notwithstanding Section 3.1(aa) hereof, nothing in this Agreement shall prohibit the Company from using up to 50% of the proceeds derived from the transactions contemplated herein to service existing Indebtedness of the Company; provided   however , that the Company acknowledges and agrees that any Indebtedness owed to the Purchaser under the terms of this Agreement and/or any other Agreement between the Company and the Purchaser shall be deemed senior to any other Indebtedness of the Company so serviced.