Common use of Application of Certain Mandatory Prepayments Clause in Contracts

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line Loan; third, to the principal balance of the Swing Line Loan until the same has been repaid in full; fourth, to interest then due and payable on Revolving Credit Advances; fifth, to the principal balance of Revolving Credit Advances until the same has been paid in full; and sixth, to any Letter of Credit Obligations of Borrower to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Section 1.3(b)(iii2.3(b) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), above shall be applied as follows: first, to Fees reasonable fees and reimbursable expenses of Agent and Co-Collateral Agents then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on prepayment of the Swing Line LoanAdvances until paid in full; third, to the principal balance prepayment of the Swing Line Loan Revolving Credit Advances until the same has been repaid paid in full; fourth, to interest then due if any Event of Default has occurred and payable on Revolving Credit Advances; fifthis continuing, at Agent’s election, to the principal balance of Revolving Credit Advances until the same has been paid in full; and sixth, to any cash collateralize outstanding Letter of Credit Obligations pursuant to Section 2.2(c); and fifth, if no Event of Default has occurred and is continuing, as Borrower to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither the Revolving Loan Representative may direct. The Commitment nor and the Swing Line Commitment shall not be permanently reduced by the amount of any such prepayments. Any all prepayments made by Borrower Borrowers to the extent applied pursuant to Section 1.3(b)(iv) above shall be applied clauses second or third above. The application of any such prepayment to the principal balance of outstanding Revolving Credit Advances shall be made, first, to Base Rate Loans and, second, to LIBOR Loans. Each prepayment of Loans under Section 2.3(b)(iv) when an Event of Default has occurred and as a concurrent is continuing shall be accompanied by accrued and permanent reduction unpaid interest to the date of such prepayment on the Revolving Loan Commitment, pro rata among all Lendersamount prepaid.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower or Credit Party pursuant to Section 1.3(b)(iii1.3(b)(ii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), (iii) shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable pursuant to any of the Loan Documents; third, to interest then due and payable on the Swing Line Loan; thirdfourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fourthfifth, to interest then due and payable on the Revolving Credit Advances; fifthsixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; and sixthseventh, to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in the manner set forth in Annex BB and last to any other Obligations. So long as no Event of Default is outstanding, until all the Borrowers may direct that any such Letter of Credit Obligations have been fully cash collateralized in prepayments be applied to Index Rate Loans to the manner set forth in Annex B. extent outstanding, rather than LIBOR Loans. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments ; provided, that any prepayment made by any Borrower pursuant to Section 1.3(b)(iv1.3(b)(iii) above in connection with the issuance of Indebtedness shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of also permanently reduce the Revolving Loan Commitment, pro rata among all LendersCommitment by the amount of such prepayment.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower or Credit Party pursuant to Section 1.3(b)(iii1.3(b)(ii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), (iii) shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to Fees and any other fees and reimbursable expenses of Lenders then due and payable pursuant to any of the Loan Documents; third, to interest then men due and payable on the Swing Line Loan; thirdfourth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fourthfifth, to interest then due and payable on the Revolving Credit Advances; fifthsixth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; and sixthseventh, to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in the manner set forth in Annex BB and last to any other Obligations, until all So long as no Event of Default is outstanding, the Borrowers may direct that any such Letter of Credit Obligations have been fully cash collateralized in prepayments be applied to Index Rate Loans to the manner set forth in Annex B. extent outstanding, rather than LIBOR Loans. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments ; provided, that any prepayment made by any Borrower pursuant to Section 1.3(b)(iv1.3(b)(iii) above in connection with the issuance of Indebtedness shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of also permanently reduce the Revolving Loan Commitment, pro rata among all LendersCommitment by the amount of such prepayment.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Section 1.3(b)(iii2.3(b) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), above shall be applied as follows: first, to Fees reasonable fees and reimbursable expenses of Agent and Co-Collateral Agents then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on prepayment of the Swing Line LoanAdvances until paid in full; third, to the principal balance prepayment of the Swing Line Loan Revolving Credit Advances until the same has been repaid paid in full; fourth, to interest then due if any Event of Default has occurred and payable on Revolving Credit Advances; fifthis continuing, at Agent’s election, to the principal balance of Revolving Credit Advances until the same has been paid in full; and sixth, to any cash collateralize outstanding Letter of Credit Obligations pursuant to Section 2.2(c); and fifth, if no Event of Default has occurred and is continuing, as Borrower to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither the Revolving Loan Representative may direct. The Commitment nor and the Swing Line Commitment shall not be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower Borrowers to the extent applied pursuant to Section 1.3(b)(iv) above shall be applied clauses second or third above. The application of any such prepayment to the principal balance of outstanding Revolving Credit Advances shall be made, first, to Base Rate Loans and, second, to LIBOR Loans. Each prepayment of Loans under Section 2.3(b)(iv) when an Event of Default has occurred and as a concurrent is continuing shall be accompanied by accrued and permanent reduction unpaid interest to the date of such prepayment on the Revolving Loan Commitment, pro rata among all Lendersamount prepaid.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower with respect to any or all Obligations pursuant to Section 1.3(b)(iiiSections 1.3(b)(ii) above, or (b)(iv) above and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), ) shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line Loan; third, third to the principal balance of the Swing Line Loan until the same has been repaid in full; fourth, to interest then due and payable on the Revolving Credit Advances; fifth, to the outstanding principal balance of Revolving Credit Advances until the same has been paid in full; and sixth, if Borrower is required to provide cash collateral for any Letter of Credit Obligations of Borrower pursuant to this Agreement, including Section 8.2, to provide cash collateral therefor for any Letter of Credit Obligations in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. To the extent permitted by the foregoing sentence, amounts prepaid shall be applied first to any Index Rate Loans then outstanding and then to outstanding LIBOR Loans with the shortest LIBOR Periods remaining. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by Borrower pursuant to Section 1.3(b)(iii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c1.3(b)(ii), (b)(iii), (b)(iv) or (b)(v) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Swing Line LoanTerm Loans; third, on a pro rata basis, to prepay the scheduled principal balance installments of the Swing Line Loan Term Loans in inverse order of maturity, until the same has Term Loans shall have been repaid paid in full; fourth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; fifth, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same has have been paid in full; , and sixth, to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. B ; provided, that any such proceeds arising from a sale of a Vessel shall be applied first to the principal and interest of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in full, and then to the other Term Loan. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b)(iv1.3(b) above and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied to by the principal balance of outstanding Revolving Credit Advances and Required Lenders as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lendersthey deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iiiclause (b)(ii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), above shall be applied as follows: first, to Fees and reimbursable expenses of Administrative Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line Term Loan; third, to prepay the scheduled installments of principal balance of the Swing Line Term Loan, ratably in inverse order of maturity, until such Term Loan until the same has shall have been repaid prepaid in full; fourth, to interest then due and payable on such Borrower's Swing Line Loan; fifth, to the principal balance of the Swing Line Loan outstanding to such Borrower until the same shall have been repaid in full; sixth, to interest then due and payable on Revolving Credit AdvancesAdvances made to such Borrower; fifthand seventh, to the principal balance of Revolving Credit Advances outstanding to such Borrower until the same has shall have been paid in full; and sixth, to any Letter of Credit Obligations of Borrower to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. . Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lendersprepayment.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Section 1.3(b)(iiiSECTIONS 1.3(b)(ii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), OR (b)(iii) above shall be applied as follows: firstFIRST, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line Loan; third, to the principal balance of the Swing Line Loan until the same has been repaid in full; fourthSECOND, to interest then due and payable on Revolving Credit AdvancesAdvances made to such Borrower; fifthTHIRD, to the principal balance of Revolving Credit Advances outstanding to such Borrower until the same has have been paid in full; and sixthFOURTH, to any Letter of Credit Obligations of such Borrower to provide cash collateral therefor in the manner set forth in Annex ANNEX B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex ANNEX B. Neither the Revolving Loan Commitment nor the Swing Line The Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(ivSUBCLAUSES (ii) above and (iii) of SECTION 1.3(b), but shall not be applied permanently reduced by the amount of any such prepayments made pursuant to SUBCLAUSES (i) and (iv) of SECTION 1.3(b). Notwithstanding the foregoing, the Commitment shall not be permanently reduced by the amount of any prepayment pursuant to clause (iii) of SECTION 1.3(b) to the principal balance extent such prepayment results from the Net Proceeds of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of Permitted Equity Transaction consummated on or before the Revolving Loan Commitment, pro rata among all Lenders180th day following the Closing Date.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iiiclause (b)(ii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), above shall be applied as follows: first, to Fees and reimbursable expenses of Administrative Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line Term Loan; third, to prepay the scheduled installments of principal balance of the Swing Line Term Loan, ratably in inverse order of maturity, until such Term Loan until the same has shall have been repaid prepaid in full; fourth, to interest then due and payable on Borrower’s Swing Line Loan; fifth, to the principal balance of the Swing Line Loan outstanding to Borrower until the same shall have been repaid in full; sixth, to interest then due and payable on Revolving Credit AdvancesAdvances made to Borrower; fifthand seventh, to the principal balance of Revolving Credit Advances outstanding to Borrower until the same has shall have been paid in full; and sixth. In the event of any such prepayment of the principal balance of Revolving Credit Advances outstanding, to any Letter of Credit Obligations of Borrower to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lendersprepayment.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Section 1.3(b)(iii2.3(b) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), above shall be applied as follows: first, to Fees reasonable fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on prepayment of the Swing Line LoanAdvances until paid in full; third, to the principal balance prepayment of the Swing Line Loan Revolving Credit Advances until the same has been repaid paid in full; fourth, to interest then due if any Event of Default has occurred and payable on Revolving Credit Advances; fifthis continuing, at Agent’s election, to the principal balance of Revolving Credit Advances until the same has been paid in full; and sixth, to any cash collateralize outstanding Letter of Credit Obligations pursuant to Section 2.2(c); and fifth, if no Event of Default has occurred and is continuing, as Borrower to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither the Revolving Loan Representative may direct. The Commitment nor and the Swing Line Commitment shall not be permanently reduced by the amount of any such prepayments. Any all prepayments made by Borrower Borrowers to the extent applied pursuant to Section 1.3(b)(iv) above shall be applied clauses second or third above. The application of any such prepayment to the principal balance of outstanding Revolving Credit Advances shall be made, first, to Base Rate Loans and, second, to LIBOR Loans. Each prepayment of Loans under Section 2.3(b)(iv) when an Event of Default has occurred and as a concurrent is continuing shall be accompanied by accrued and permanent reduction unpaid interest to the date of such prepayment on the Revolving Loan Commitment, pro rata among all Lendersamount prepaid.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iiiSections 1.3(b) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), above shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line First Term Loan; third, to interest then due and payable on the principal balance of the Swing Line Loan until the same has been repaid in fullSecond Term Loan; fourth, to interest then due and payable on Revolving Credit Advancesthe Third Term Loan; fifth, to prepay the scheduled principal balance installments of Revolving Credit Advances until the Term Loans in inverse order of maturity (provided that principal installments of the Term Loans with the same has maturity dates shall be applied in the following order: First Term Loan, Second Term Loan and then Third Term Loan), until all Term Loans shall have been paid prepaid in full; and sixth, to interest then due and payable on the L/C Loan; seventh, to any L/C Loan; and eighth, to provide cash collateral for contingent Letter of Credit Obligations of Borrower to provide cash collateral therefor in the manner set forth described in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.B.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(cSections 1.3(b)(ii), (b)(iii), (b)(iv) or (b)(v) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Term Loan B; third, to prepay the scheduled principal installments of the Term Loan B in inverse order of maturity, until the Term Loan B has been prepaid in full; fourth, to interest then due and payable on the Swing Line Loan; thirdfifth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fourthsixth, to interest then due and payable on the Revolving Credit Advances; fifthseventh, to the outstanding principal balance of Revolving Credit Advances until the same has been paid in full; and sixtheighth, to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither B, and ninth pro rata to all other Obligations then due and owing. None of the Revolving Loan Commitment nor or the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments made by the Borrower pursuant to Section 1.3(b)(iii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(cSections 1.3(b)(ii), 1.3(b)(iv), 1.3(b)(v) (by reference to Section 5.8(a)), or 1.3(b)(vi) shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Term Loan; third, to prepay the scheduled principal installments of the Term Loan in inverse order of maturity, until such Term Loan shall have been prepaid in full; fourth, to interest then due and payable on the Swing Line Loan; thirdfifth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fourthsixth, to interest then due and payable on the Revolving Credit Advances; fifthseventh, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; and sixtheighth, to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(cSections 1.3(b)(ii), 1.3(b)(iv) or 1.3(b)(v) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Term Loan; third, to prepay the scheduled principal installments of the Term Loan in inverse order of maturity, until such Term Loan shall have been prepaid in full; fourth, to interest then due and payable on the Swing Line Loan; thirdfifth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fourthsixth, to interest then due and payable on the Revolving Credit Advances; fifthseventh, to the outstanding principal balance of Revolving Credit Advances until the same has been paid in full; and sixtheighth, to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(cSections 1.3(b)(ii), (iii), (iv) and (v) shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to accrued but unpaid interest then due and payable on the Swing Line Loan; third, to the outstanding principal balance of the Swing Line Loan until the same has been repaid in full; fourth, to accrued but unpaid interest then due and payable on Revolving Credit Advances; fifth, to the outstanding principal balance of Revolving Credit Advances until the same has been paid in full; and sixthlast, to any Letter of Credit Obligations of Borrower to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither therein. Any amounts remaining after such application shall be delivered to Borrower or such other Person as is legally entitled thereto. Each of the Revolving Loan Commitment nor and the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above , as applicable, and shall be applied to the principal balance of outstanding Revolving Credit Advances and as require a concurrent and permanent reduction of the Revolving Loan Commitment, corresponding pro rata among all Lendersreduction in the L/C Sublimit.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower Borrowers pursuant to Section 1.3(b)(iiiclause (b)(ii) above, (other than insurance and any prepayments from insurance or condemnation proceeds to be applied in accordance with Section 5.4(c1.3(d), ) or (iii) above shall be applied as follows: first, to Fees and Agents' expenses reimbursable expenses of Agent then due and payable pursuant to any of under the Loan Documents; second, to interest then due and payable on the Swing Line Loan; third, to the principal balance of the Swing Line Loan outstanding until the same has shall have been repaid in full; fourth, to Fees; fifth, to interest then due and payable on Revolving Credit Advances; fifthsixth, to the principal balance of Revolving Credit Advances outstanding until the same has shall have been paid in full; and sixthseventh, to provide cash collateral for any Letter of Credit Obligations of Borrower to provide cash collateral therefor in the manner set forth in Annex B, B until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. B; eighth, to interest then due and payable on the Term Loan; ninth, to prepay the principal balance of the Term Loan; and last to the Credit Party which sold such assets. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iiiclause (b)(ii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), above shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Term Loan; third, to prepay the scheduled installments of the Term Loan in inverse order of maturity, until such Loan shall have been prepaid in full; fourth, to interest then due and payable on the Swing Line Loan; thirdfifth, to the principal balance of the Swing Line Loan until the same has shall have been repaid in full; fourthsixth, to interest then due and payable on the Revolving Credit Advances; fifthseventh, to the outstanding principal balance of Revolving Credit Advances consisting of Canadian Index Rate Loans until the same has shall have been paid in full; eighth, to the outstanding principal balance of Revolving Credit Advances consisting of BA Loans until the same have been paid in full; and sixthninth, to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iii1.3(b)(ii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), above shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line LoanRevolving Credit Advances made to that Borrower; third, to the principal balance of the Swing Line Loan until the same has been repaid in full; fourth, to interest then due and payable on Revolving Credit Advances; fifth, to the principal balance of Revolving Credit Advances outstanding to that Borrower until the same has been paid in full; and sixthfourth, to any Letter of Credit Obligations of such Borrower to provide cash collateral therefor therefore in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither B; fifth, to interest then due and payable on the Revolving Credit Advances outstanding to each Borrower, pro rata; sixth, to the principal balance of the Revolving Credit Advances made to each Borrower, pro rata, until the same has been paid in full, and last to any Letter of Credit Obligations of each Borrower, pro rata, to provide cash collateral therefore in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized; provided, however, that so long as no Event of Default shall have occurred and be continuing, or would result after giving effect thereto, any amounts held as cash collateral for any Letter of Credit Obligations shall, upon demand by Borrower Representative, be returned to the applicable Borrower. The Revolving Loan Commitment nor the Swing Line Commitment shall not be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iiiclauses (b)(ii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c(b)(iii), above shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on Equipment Advances and the Swing Line Term Loan; third, to prepay the principal balance scheduled installments of the Swing Line Borrower's Equipment Advances and Term Loan, ratably in inverse order of maturity, until such Equipment Advances and Term Loan until the same has shall have been repaid prepaid in full; fourth, to interest then due and payable on Borrower's Swing Line Loan; fifth, to the principal balance of the Swing Line Loan outstanding to Borrower until the same shall have been repaid in full; sixth, to interest then due and payable on Revolving Credit AdvancesAdvances made to Borrower; fifthand seventh, to the principal balance of Revolving Credit Advances outstanding to Borrower until the same has shall have been paid in full; and sixth, to any Letter of Credit Obligations of Borrower to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. . Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lendersprepayment.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower Borrowers pursuant to Section 1.3(b)(iiiSECTION 1.3(b)(ii) abovearising from the sale of assets permitted under SECTION 6.8(e) THROUGH (h) shall be applied first to interest then due and payable on Revolving Credit Advances and then to the principal balance of the Revolving Credit Advances, and any prepayments from insurance or condemnation proceeds in accordance PROVIDED, with Section 5.4(crespect to a sale of assets permitted under SECTION 6.8(e) THROUGH (h), such sales are completed within twelve (12) calendar months after the Closing Date. All other prepayments made by Borrowers pursuant to SECTIONS 1.3(b)(ii), (b)(iii), or (b)(iv) above shall be applied as follows: firstFIRST, to Fees and reimbursable expenses of Agent and Revolving Credit Agent (equally) then due and payable pursuant to any of the Loan Documents; secondSECOND, to interest then due and payable on the Swing Line Term Loan; thirdTHIRD, to prepay the scheduled principal balance installments of the Swing Line Term Loan in inverse order of maturity, until the same Term Loan has been repaid prepaid in full; fourthFOURTH, to interest then due and payable on Revolving Credit Advances; fifthand FIFTH, to the principal balance of Revolving Credit Advances outstanding until the same has been paid in full; and sixth, to any Letter of Credit Obligations of Borrower to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither the . The Revolving Loan Commitment nor the Swing Line Commitment shall not be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iiiCLAUSES (b)(ii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), (b)(iii) above shall be applied as follows: firstFIRST, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; secondSECOND, to interest then due and payable on the Term Loan; THIRD, to prepay the scheduled installments of the Term Loan in inverse order of maturity, until such Loan shall have been prepaid in full; FOURTH, to interest then due and payable on the Swing Line Loan; thirdFIFTH, to the principal balance of the Swing Line Loan until the same has shall have been repaid in full; fourthSIXTH, to interest then due and payable on the Revolving Credit Advances; fifthSEVENTH, to the outstanding principal balance of Revolving Credit Advances until the same has shall have been paid in full; and sixthEIGHTH, to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in the manner set forth in Annex ANNEX B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex ANNEX B. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders."

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(cclauses (b)(ii), (b)(iii), or (b)(iv) above shall be applied as follows: first, to Fees and reimbursable expenses of each Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on each of the Swing Line LoanLoans on a pro rata basis; third, to prepay the scheduled installments of each of the Loans on a pro rata basis in inverse order of maturity, until each of the Term Loans shall have been prepaid in full; fourth, to the principal balance of the Swing Line Loan until the same has shall have been repaid in full; fourth, to interest then due and payable on Revolving Credit Advances; fifth, to the outstanding principal balance of Revolving Credit Advances which are Index Rate Loans first, then to those which are LIBOR Rate Loans, until the same has shall have been paid in full; and sixth, to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither Each of the Revolving Loan Commitment nor and the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant Notwithstanding the foregoing, so long as the Term Loan A is outstanding, each Term B Lender shall have the right to Section 1.3(b)(iv) above refuse all or a portion of such prepayment allocable to its Term Loan B, and such amount so refused shall be applied to prepay the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Term Loan Commitment, pro rata among all Lenders.A.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(cSections 1.3(b)(ii), 1.3(b)(iv) or 1.3(b)(v) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Term Loan; third, to prepay the scheduled principal installments of the Term Loan in inverse order of maturity, until such Term Loan shall have been prepaid in full; fourth, to interest then due and payable on the Swing Line Loan; thirdfifth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fourthsixth, to interest then due and payable on the Revolving Credit Advances; fifthseventh, to the outstanding principal balance of Revolving Credit Advances until the same has been paid in full; and sixtheighth, to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. B; ninth, to interest then due and payable on the Term B Loan; tenth, to prepay the principal of the Term B Loan, until such Term B Loan has been prepaid in full. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Section 1.3(b)(iii2.3(b) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), above shall be applied as follows: first, to Fees reasonable fees and reimbursable expenses of Agent and Co-Collateral Agents then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on prepayment of the Swing Line LoanAdvances until paid in full; third, to the principal balance prepayment of the Swing Line Loan Revolving Credit Advances until the same has been repaid paid in full; fourth, to interest then due if any Event of Default has occurred and payable on Revolving Credit Advances; fifthis continuing, at Agent’s election, to the principal balance of Revolving Credit Advances until the same has been paid in full; and sixth, to any cash collateralize outstanding Letter of Credit Obligations pursuant to Section 2.2(c); and fifth, if no Event of Default has occurred and is continuing, as Borrower to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither the Revolving Loan Representative may direct. The Commitment nor and the Swing Line Commitment shall not be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower Borrowers to the extent applied pursuant to Section 1.3(b)(iv) above shall be applied clauses second or third above. The application of any such prepayment to the principal balance of outstanding Revolving Credit Advances shall be made, first, to Base Rate Loans and, second, to LIBORTerm SOFR Loans and as BA Loans, on a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lendersbasis. Each prepayment of Loans under Section 2.3(b)(iv) when an Event of Default has occurred and is continuing shall be accompanied by accrued and unpaid interest to the date of such prepayment on the amount prepaid.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower or Credit Party pursuant to Section 1.3(b)(iii1.3(b)(ii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), (iii) shall be applied as follows: firstFIRST, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; secondSECOND, to Fees and any other fees and reimbursable expenses of Lenders then due and payable pursuant to any of the Loan Documents; THIRD, to interest then due and payable on the Swing Line Loan; thirdFOURTH, to the principal balance of the Swing Line Loan until the same has been repaid in full; fourthFIFTH, to interest then due and payable on the Revolving Credit Advances; fifthSIXTH, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; and sixthSEVENTH, to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in the manner set forth in Annex BB and LAST to any other Obligations. So long as no Event of Default is outstanding, until all the Borrowers may direct that any such Letter of Credit Obligations have been fully cash collateralized in prepayments be applied to Index Rate Loans to the manner set forth in Annex B. extent outstanding, rather than LIBOR Loans. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments ; PROVIDED, that any prepayment made by any Borrower pursuant to Section 1.3(b)(iv1.3(b)(iii) above in connection with the issuance of Indebtedness shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of also permanently reduce the Revolving Loan Commitment, pro rata among all LendersCommitment by the amount of such prepayment.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(cclauses (b)(ii), (b)(iii), or (b)(iv) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Term Loan; third, to ratably prepay the scheduled installments of the Term Loan, until such Loan shall have been prepaid in full; fourth, to interest then due and payable on the Swing Line Loan; thirdfifth, to the principal balance of the Swing Line Loan until the same has shall have been repaid in full; fourthsixth, to interest then due and payable on the Revolving Credit Advances; fifthseventh, to the outstanding principal balance of Revolving Credit Advances until the same has shall have been paid in full; and sixtheighth, to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in to the manner set forth extent required in Annex BF, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. F. Neither the Revolving Loan Credit Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iiiSections 1.3(b)(ii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), (b)(iii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line Loan; third, to the principal balance of the Swing Line Loan until the same has been repaid in full; fourth, to interest then due and payable on the Revolving Credit Advances; fifth, to the outstanding principal balance of Revolving Credit Advances (first to Index Rate Loans and then to LIBOR Loans) until the same has been paid in full; and sixth, to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither At the option of Agent, the Revolving Loan Commitment nor and/or the Swing Line Commitment shall may be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant ; provided, that Agent hereby agrees to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of reduce neither the Revolving Loan Commitment, pro rata among all LendersCommitment nor the Swing Line Commitment upon a mandatory prepayment of Loans in connection with the consummation of the Permitted Real Estate Sale.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iiiclause (2)(b) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), (2)(c) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line Term Loan; third, to prepay the principal balance scheduled installments of the Swing Line Term Loan in inverse order of maturity, until the same has such Loan shall have been repaid prepaid in full; fourth, to interest then due and payable on the Revolving Credit Advances; fifth, to the outstanding principal balance of the Revolving Credit Advances until the same has shall have been paid in full; and sixth, to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither B; provided that, with respect to prepayments by Borrower pursuant to clause (2)(c) above, the fourth, fifth and sixth applications of such prepayments provided for above shall instead be second, third and fourth applications, respectively, and the second and third applications of such prepayments provided for above shall instead be fifth and sixth applications, respectively. The Revolving Loan Commitment nor the Swing Line Commitment shall not be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments -------------------------------------------- made by Borrower pursuant to Section 1.3(b)(iiiSections 1.3(b)(ii) above, or (b)(iii) above and any ------------------------------- prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), ------- 5.4(f) shall be applied as follows: first, to Fees and reimbursable expenses of ------ ----- Agent then due and payable pursuant to any of the Loan Documents; second, to ------ interest then due and payable on the Swing Line Term Loan; third, to prepay the scheduled ----- principal balance installments of the Swing Line Term Loan in inverse order of maturity, until the same has such Term Loan shall have been repaid prepaid in full; fourth, to interest then due ------ and payable on the Revolving Credit Advances; fifth, to the outstanding ----- principal balance of Revolving Credit Advances until the same has been paid in full; and sixth, to any Letter of Credit Obligations of Borrower Obligations, to provide cash ----- collateral therefor in the manner set forth in Annex B, until all such Letter ------- of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither the The Revolving Loan Commitment nor the Swing Line Commitment shall not be permanently ------- reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(cSections 1.3(b)(ii), (b)(iii), or (b)(iv) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Term Loan pro rata; third, to prepay the scheduled principal installments of the Term Loan B in inverse order of maturity, until such Term Loan B shall have been prepaid in full; fourth, to prepay the scheduled principal installments of Term Loan A in inverse order of Maturity, until such Term Loan A shall have been paid in full; fifth, to interest then due and payable on the Swing Line Loan; thirdsixth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fourthseventh, to interest then due and payable on the Revolving Credit Advances; fiftheighth, to the outstanding principal balance of Revolving Credit Advances until the same has been paid in full; and sixthninth, to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Section 1.3(b)(iiiSections 1.3(b)(ii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), (b)(iii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent the Agents then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line Loan; third, to the principal balance of the Swing Line Loan until the same has been repaid in full; fourth, to interest then due and payable on the Revolving Credit Advances; fifth, to the outstanding principal balance of Revolving Credit Advances until the same has been paid in full; sixth, other than net proceeds from the issuance of common Stock and sixththe issuance of Indebtedness in a transaction permitted under Sections 6.3(a)(xxii) or (xxiii), to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. B and seventh, unless such application would have an adverse tax consequence for the Borrowers under IRC Section 956, to Obligations of the same type and in the same order as set forth in the preceding clauses “first” through “sixth” of the US Borrowers or Canadian Borrowers as applicable whose Obligations were not covered by such preceding clauses. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower ; except to the extent provided pursuant to the terms of Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders).

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iiiSections 1.3(b)(ii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), (b)(iii) shall be applied as follows: first, to Fees and reimbursable expenses of each Co-Agent then due and payable pursuant to any of the Loan DocumentsDocuments (other than amounts relating to Bank Products); second, to interest then due and payable on the Swing Line Loan; third, to the principal balance of the Swing Line Loan until the same has shall have been repaid in full; fourth, to interest then due and payable on the Revolving Credit Advances; fifth, to the outstanding principal balance of Revolving Credit Advances until the same has shall have been paid in full; and sixth, in the event that Agent has delivered an Activation Notice at any time prior to any such prepayment, to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. B; and seventh, to the payment to Bank of America of any reimbursable amounts relating to Bank Products. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iiiclause (b)(ii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), above shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Term Loan; third, to prepay the scheduled installments of the Term Loan in inverse order of maturity, until such Loan shall have been prepaid in full; fourth, to interest then due and payable on the Swing Line Loan; thirdfifth, to the principal balance of the Swing Line Loan until the same has shall have been repaid in full; fourthsixth, to interest then due and payable on the Revolving Credit Advances; fifthseventh, to the outstanding principal balance of Revolving Credit Advances consisting of Index Rate Loans until the same has shall have been paid in full; eighth, to the outstanding principal balance of Revolving Credit Advances consisting of LIBOR Loans until the same have been paid in full; and sixthninth, to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iiiSections 1.3(b)(ii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), above shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line Loan; third, to the principal balance of the Swing Line Loan until the same has been repaid in full; fourth, to interest then due and payable on the Revolving Credit Advances; fifth, to the outstanding principal balance of Revolving Credit Advances until the same has been paid in full; and sixth, to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower ; provided, however, that, if any asset disposition occurs that would result in a mandatory prepayment pursuant to Section 1.3(b)(iv1.3(b)(ii) above shall be applied to and such asset disposition would constitute an “Asset Sale” (as defined in the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of Senior Secured Notes Indenture), then the Revolving Loan Commitment, pro rata among all LendersCommitment shall be permanently reduced by the amount of any such prepayment to the extent that the assets sold in such asset disposition constitute Lender Priority Collateral.

Application of Certain Mandatory Prepayments. Any prepayments -------------------------------------------- made by Borrower pursuant to Section 1.3(b)(iiiclauses (b)(ii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c(b)(iii), above shall be applied --------------- --------- as follows: first, to Fees and reimbursable expenses of Agent then due and ----- payable pursuant to any of the Loan Documents; second, to interest then due and ------ payable on the Swing Line Loan; third, to the principal balance of the Swing ----- Line Loan until the same has shall have been repaid in full; fourth, to interest ------ then due and payable on the Revolving Credit Advances; fifth, to the outstanding ----- principal balance of Revolving Credit Advances until the same has shall have been paid in full; and sixth, to any Letter of Credit Obligations of Borrower Obligations, to provide cash ----- collateral therefor in the manner set forth in Annex B, until all such Letter of ------- Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither the Revolving Loan Commitment nor the Swing Line ------- Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Section 1.3(b)(iii2.3(b) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), above shall be applied as follows: first, to Fees reasonable fees and reimbursable expenses of Agent and Co-Collateral Agents then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on prepayment of the Swing Line LoanAdvances until paid in full; third, to the principal balance prepayment of the Swing Line Loan Revolving Credit Advances until the same has been repaid paid in full; fourth, to interest then due if any Event of Default has occurred and payable on Revolving Credit Advances; fifthis continuing, at Agent’s election, to the principal balance of Revolving Credit Advances until the same has been paid in full; and sixth, to any cash collateralize outstanding Letter of Credit Obligations pursuant to Section 2.2(c); and fifth, if no Event of Default has occurred and is continuing, as Borrower to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither the Revolving Loan Representative may direct. The Commitment nor and the Swing Line Commitment shall not be permanently reduced by the amount of any such prepayments. Any allany prepayments made by Borrower Borrowers to the extent applied pursuant to Section 1.3(b)(iv) above shall be applied clauses second or third above. The application of any such prepayment to the principal balance of outstanding Revolving Credit Advances shall be made, first, to Base Rate Loans and, second, to LIBOR Loans. Each prepayment of Loans under Section 2.3(b)(iv) when an Event of Default has occurred and as a concurrent is continuing shall be accompanied by accrued and permanent reduction unpaid interest to the date of such prepayment on the Revolving Loan Commitment, pro rata among all Lendersamount prepaid.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Section 1.3(b)(iiiSECTIONS 1.3(B)(II) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), (B)(III) shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the all Borrowers' Swing Line LoanLoans; third, to the principal balance of the all Borrowers' Swing Line Loan Loans until the same has been repaid in full; fourth, to interest then due and payable on the Revolving Credit AdvancesAdvances to all Borrowers; fifth, to the outstanding principal balance of Revolving Credit Advances made to all Borrowers until the same has been paid repaid in full; and sixth, to any Letter of Credit Obligations of Borrower all Borrowers, to provide cash collateral therefor in the manner set forth in Annex ANNEX B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. ANNEX B; and last, to the Canadian Obligations of the same type and order set forth in the preceding CLAUSES "FIRST" through "SIXTH" of the Canadian Borrowers. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenderslisted in SECTION 1.3.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iiiSections 1.3(b)(ii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), (b)(iii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line Loan; third, to the principal balance of the Swing Line Loan until the same has been repaid in full; fourth, to interest then due and payable on the Revolving Credit Advances; fifth, subject to Section 1.3(f), to the outstanding principal balance of Revolving Credit Advances until the same has have been paid in fullfull (with any Revolving Credit Advances that are also Index Rate Loans being paid prior to any Revolving Credit Advances that are also LIBOR Loans); and sixth, to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in the manner and if then required as set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. B, and any amounts remaining after such application may be used by Borrower for the purposes described in Section 1.4. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by Borrower pursuant to Section 1.3(b)(iii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c1.3(b)(ii), (b)(iii) or (b)(iv) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Swing Line LoanLoans and Protective Advances; third, on a pro rata basis, to the principal balance of the Swing Line Loan Loans and Protective Advances outstanding until the same has have been repaid in full; fourth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; fifth, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same has have been paid in full; , and sixth, to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither the Revolving Loan Commitment Commitments nor the Swing Line Commitment Loan Commitments shall be permanently reduced by the amount of any such prepayments, except with respect to the Revolving Loan Commitments for prepayments pursuant to Sections 1.3(b)(ii) or 6.9(d) from the proceeds of dispositions of Vessels. Any prepayments made by Borrower The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b)(iv1.3(b) above and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied to by the principal balance of outstanding Revolving Credit Advances and Agent as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lendersit deems appropriate.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Section 1.3(b)(iiiSections 1.3(b)(ii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), (b)(iii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line Loan; third, to the principal balance of the Swing Line Loan until the same has been repaid in full; fourth, to interest then due and payable on the Revolving Credit AdvancesAdvances and the Letter of Credit Obligations; fifth, to the outstanding principal balance of Revolving Credit Advances until the same has been paid in full; and sixth, to any Letter of Credit Obligations of Borrower Obligations, including to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied , except to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent extent such commitment reduction is required under paragraph (b) of the Revolving Loan Commitment, pro rata among all Lendersdefinition of Permitted Prepayments of Senior Unsecured Debt.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iiiSECTIONS 1.3(b)(ii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), OR (b)(iii) above shall be applied as follows: firstFIRST, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; secondSECOND, to interest then due and payable on the Swing Line Loan; thirdTHIRD, to the principal balance of the Swing Line Loan until the same has been repaid in full; fourthFOURTH, to interest then due and payable on the Revolving Credit Advances; fifthFIFTH, to the outstanding principal balance of Revolving Credit Advances until the same has been paid in full; and sixthSIXTH, to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in the manner set forth in Annex ANNEX B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex ANNEX B. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to ; PROVIDED, HOWEVER, notwithstanding the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of foregoing, the Revolving Loan Commitment, pro rata among all LendersCommitment shall be permanently reduced by the amount of any such prepayments made pursuant to SECTION 1.3(b)(iv).

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Section 1.3(b)(iii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(cSections 1.3(b)(ii), (iii) or (iv) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line Loan; third, to the principal balance of the Swing Line Loan outstanding until the same has been repaid in full; fourth, to interest then due and payable on Revolving Credit Advances; fifth, to the principal balance of Revolving Credit Advances outstanding until the same has been paid in full; and sixth, to any Letter of Credit Obligations of Borrower to provide cash collateral therefor in the manner set forth in Annex B, B until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. B; seventh, to interest then due and payable on the Tranche B Loan; eighth, to prepay the principal outstanding on the Tranche B Loan, until the Tranche B Loan shall have been prepaid in full. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Section 1.3(b)(iii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(cSections 1.3(b)(i), 1.3(b)(ii) or 1.3 (b)(iii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; , second, to interest then due and payable on the Swing Line Loan; third, to the principal balance of the Swing Line Loan outstanding until the same has been repaid in full; fourth, to interest then due and payable on Revolving Credit Advances; fifth, to the principal balance of Revolving Credit Advances outstanding until the same has been paid in full; and sixth, to any Letter of Credit Obligations of Borrower to provide cash collateral therefor therefore in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(cSections 1.3(b)(iv), (b)(v) or (b)(vi) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Term Loan and CapEx Loan, pro rata between the Term Loan and CapEx Loan; third, to prepay the scheduled principal installments of the Term Loan and CapEx Loan, in inverse order of maturity as to installments of principal and pro rata between the Term Loan and CapEx Loan, until such Term Loan and CapEx Loan have been prepaid in full; fourth, to interest then due and payable on the Swing Line Loan; thirdfifth, to the principal balance of the Swing Line Loan until the same has been repaid in full; fourthsixth, to interest then due and payable on Revolving Credit Advances; fifthand seventh, to the principal balance of Revolving Credit Advances until the same has been paid in full; and sixth, to any Letter of Credit Obligations of Borrower to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. . Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Section 1.3(b)(iiiclauses (b)(ii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), (b)(iii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent Lender then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line LoanRevolving Credit Advances made to such Borrower; third, to the principal balance of the Swing Line Loan until the same has been repaid in full; fourth, to interest then due and payable on Revolving Credit Advances; fifth, to the principal balance of Revolving Credit Advances outstanding to such Borrower until the same has shall have been paid in full; and sixthfourth, to any Letter of Credit Obligations of such Borrower to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither B; fifth, to interest then due and payable on the Revolving Credit Advances outstanding to each other Borrower, pro rata; sixth, to the principal balance of the Revolving Credit Advances made to each other Borrower, pro rata, until the same shall have been paid in full, and seventh to any Letter of Credit Obligations of each other Borrower, pro rata, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized. The Revolving Loan Commitment nor the Swing Line Commitment shall not be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(cCLAUSES (b)(ii), (b)(iii) or (b)(iv) above or prescribed by SECTION 5.4(c) shall be applied as follows: firstFIRST, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line Loan; third, to the principal balance of the Swing Line Loan until the same has been repaid in full; fourthSECOND, to interest then due and payable on Revolving Credit AdvancesAdvances made to Borrower; fifthTHIRD, to the principal balance of Revolving Credit Advances outstanding to Borrower until the same has shall have been paid in full; FOURTH, to repay in full the outstanding principal, accrued interest, and sixthaccrued fees and expenses owing to Prior Lenders under the Pre-Petition Credit Agreement; and LAST, to any Letter of Credit Obligations of Borrower to provide cash collateral therefor in the manner set forth in Annex ANNEX B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex ANNEX B. Neither the The Revolving Loan Commitment nor the Swing Line Commitment shall not be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Section 1.3(b)(iiiSections 1.3(b)(ii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), (b)(iii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent the Agents then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line Loan; third, to the principal balance of the Swing Line Loan until the same has been repaid in full; fourth, to interest then due and payable on the Revolving Credit Advances; fifth, to the outstanding principal balance of Revolving Credit Advances until the same has been paid in full; sixth, other than net proceeds from the issuance of common Stock and sixththe issuance of Indebtedness in a transaction permitted under Section 6.3(a)(xxiv), to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. B and seventh, unless such application would have an adverse tax consequence for the Borrowers under IRC Section 956, to Obligations of the same type and in the same order as set forth in the preceding clauses “first” through “sixth” of the US Borrowers or Canadian Borrowers as applicable whose Obligations were not covered by such preceding clauses. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iiiSections 1.3(b)(ii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), (b)(iii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent Agents then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line Term Loan; third, to prepay the scheduled principal balance installments of the Swing Line Term Loan in inverse order of maturity, until the same has been repaid prepaid in full; fourth, to interest then due and payable on Revolving Credit AdvancesAdvances made to Borrower; fifth, to the principal balance of Revolving Credit Advances outstanding to Borrower until the same has been paid in full; and sixth, to any Letter of Credit Obligations of Borrower to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither the The Revolving Loan Commitment nor the Swing Line Commitment shall not be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iiiSections 1.3(b)(ii) above, and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c), (b)(iii) shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan DocumentsDocuments (other than amounts relating to Bank Products); second, to interest then due and payable on the Term Loan; third, to prepay the scheduled principal installments of the Term Loan in inverse order of maturity, until such Loan shall have been prepaid in full; fourth, to interest then due and payable on the Swing Line Loan; thirdfifth, to the principal balance of the Swing Line Loan until the same has shall have been repaid in full; fourthsixth, to interest then due and payable on the Revolving Credit Advances; fifthseventh, to the outstanding principal balance of Revolving Credit Advances until the same has shall have been paid in full; and sixtheighth, in the event that Agent has delivered an Activation Notice at any time prior to any such prepayment, to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. B; and ninth, to the payment to Bank of America of any reimbursable amounts relating to Bank Products. Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.

Application of Certain Mandatory Prepayments. (a) Any prepayments made by Borrower pursuant to Section 1.3(b)(iiiclause (2)(b) above, and any prepayments from insurance or condemnation (other than with the proceeds of the sale of the Dxxxxxxx Property which shall be applied in accordance with Section 5.4(c), clause 3(b) below) or (2)(c) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent Lender then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line Term Loan; third, to prepay the principal balance scheduled installments of the Swing Line Term Loan in inverse order of maturity, until the same has such Loan shall have been repaid prepaid in full; fourth, to interest then due and payable on the Revolving Credit Advances; fifth, to the outstanding principal balance of the Revolving Credit Advances until the same has shall have been paid in full; and sixth, to any Letter of Credit Obligations of Borrower Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither B; provided that, with respect to prepayments by Borrower pursuant to clause (2)(c) above, the fourth, fifth and sixth applications of such prepayments provided for above shall instead be second, third and fourth applications, respectively, and the second and third applications of such prepayments provided for above shall instead be fifth and sixth applications, respectively. The Revolving Loan Commitment nor the Swing Line Commitment shall not be permanently reduced by the amount of any such prepayments. Any prepayments made by Borrower pursuant to Section 1.3(b)(iv) above shall be applied to the principal balance of outstanding Revolving Credit Advances and as a concurrent and permanent reduction of the Revolving Loan Commitment, pro rata among all Lenders.