Common use of Application of Certain Mandatory Prepayments Clause in Contracts

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Sections 1.3(b)(ii) or (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 until the same has been paid in full; sixth, to any Letter of Credit 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.; seventh, to interest then due and payable on the Acquisition Loan Advances; and eighth, to the Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturity, until the same have been repaid in full. None of the Revolving Loan Commitment, the Acquisition Loan Commitment or the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any So long as no Default or Event of Default shall have occurred and be continuing, any prepayments made by Borrower pursuant to Sections 1.3(b)(iiclauses (b)(iii) or (b)(iiib)(iv) 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 Loan; third, to the principal balance of the Swing Line Loan until the same has shall have been repaid in full; fourth, ratably to interest then due and payable on the Tranche A Revolving Loan and the Tranche B Revolving Loan; and fifth, ratably to the outstanding principal balance of the Tranche A Revolving Loan and the Tranche B Revolving Loan until the same shall have been paid in full. So long as a Default or Event of Default shall have occurred and be continuing, any prepayment made by Borrower pursuant to clauses (b)(iii) or (b)(iv) above shall be applied as follows: first, to fees and reimbursable expenses of 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 shall have been repaid in full; fourth, to interest then due and payable on the Tranche A Revolving Credit AdvancesLoan; fifth, to the outstanding principal balance of Tranche A Revolving Credit Advances Loan until the same has shall have been paid in full; sixth, to any Letter of Credit 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.; seventh, to interest then due and payable on the Acquisition Loan AdvancesTranche B Revolving Loan; and eighth, last to the Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to principal balance of the scheduled amortization payments thereon in inverse order of maturity, until the same have been repaid in fullTranche B Revolving Loan. None of Neither the Revolving Loan Commitment, the Acquisition Loan Commitment or nor the Swing Line Loan Commitment shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid made pursuant to this Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full1.3(c).

Application of Certain Mandatory Prepayments. Any prepayments required to be made by Borrower pursuant to Sections Section 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(iiib)(vi) 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 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, to interest then due and payable on the Swing Line Loans; fifth, to the principal balance of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; fifthseventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same has have been paid in full; sixth, and eighth, to any Letter of Credit 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; seventhprovided, to interest then due and payable on the Acquisition Loan Advances; and eighth, that any such proceeds arising from a sale of a Vessel shall be applied first to the Acquisition principal and interest of the Term Loan Advances, pro rata among all of the Borrower owning such Acquisition Loan Advances, and to the scheduled amortization payments thereon Vessel in inverse order of maturity, until the same have such Term Loan has been repaid paid in full, and then ratably to the other Term Loans. None of Neither the Revolving Loan Commitment, the Acquisition Loan Commitment or Commitments nor the Swing Line Commitment Loan Commitments shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.1(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 prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to by the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in fullRequired Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Sections 1.3(b)(ii) or (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 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 the Revolving Credit Advances; fifth, to the outstanding principal balance of Revolving Credit Advances outstanding to that Borrower until the same has been paid in full; sixthfourth, to any Letter of Credit Obligations, 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.B; seventhfifth, to interest then due and payable on the Acquisition Loan AdvancesRevolving Credit Advances outstanding to each other Borrower, pro rata; and sixth, to the principal balance of the Revolving Credit Advances made to each other Borrower, pro rata, until the same has been paid in full; seventh, to any Letter of Credit Obligations of each other 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; eighth, to the Acquisition Loan Advancesany Rate Protection Obligations and Swap Related Reimbursement Obligations which may be due and payable by such Borrower, pro rata among all such Acquisition Loan Advances, and ratably in proportion to the scheduled amortization payments thereon in inverse order of maturityaggregate amounts owed as to each Rate Protection Obligation and unpaid Swap Related Reimbursement Obligation, as applicable, until the same have been repaid paid in full; and ninth, to any Rate Protection Obligations and unpaid Swap Related Reimbursement Obligations which may be due and payable by each other Borrower, ratably in proportion to the aggregate amounts owed as to each such Rate Protection Obligation and Swap Related Reimbursement Obligation, as applicable, until the same have been paid in full. None of the Revolving Loan Commitment, the Acquisition Loan Commitment or the Swing Line The Commitment shall not be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Sections 1.3(b)(ii) or (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 that Borrower's Swing Line Loan; third, to the principal balance of the Swing Line Loan outstanding to that Borrower until the same has been repaid in full; fourth, to interest then due and payable on the Revolving Credit AdvancesAdvances made to that Borrower; fifth, to the outstanding principal balance of Revolving Credit Advances outstanding to that Borrower until the same has been paid in full; sixth, to any Letter of Credit Obligations, 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.B; seventh, to interest then due and payable on the Acquisition Swing Line Loan Advancesof the other Borrower, pro rata; and eighth, to the Acquisition principal balances of the Swing Line Loan Advancesoutstanding to the other Borrower, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturityrata, until the same have been repaid in full. None ; ninth, to interest then due and payable on the Revolving Credit Advances outstanding to the other Borrower, pro rata; tenth, to the principal balance of the Revolving Loan CommitmentCredit Advances made to the other Borrower, pro rata, until the Acquisition same has been paid in full, and last to any Letter of Credit Obligations of the 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. Neither the Revolving Loan Commitment or nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any -------------------------------------------------- prepayments made by any Borrower pursuant to Sections 1.3(b)(ii) or clause (b)(iiia)(ii) 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 such Borrower or such Borrower's Borrower Group; third, to the principal balance of the Swing Line Loan Revolving Credit Advances outstanding to such Borrower or such Borrower's Borrower Group until the same has shall have been repaid paid 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, to any Letter of Credit Obligations, Obligations of such Borrower or such Borrower's Borrower Group 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; seventhfifth, to interest then due and payable on the Acquisition Loan AdvancesRevolving Credit Advances outstanding to each other Borrower or Borrower Group, pro rata; and eighthsixth, to the Acquisition Loan Advancesprincipal balance of the Revolving Credit Advances made to each other Borrower or Borrower Group, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturityrata, until the same shall have been repaid paid in full, and last to any Letter of Credit Obligations of each other Borrower or Borrower Group, 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. None of the The Revolving Loan Commitment, the Acquisition Loan Commitment or the Swing Line Commitment shall not be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by Borrower pursuant to Sections Section 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(iiib)(vi) 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 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, to interest then due and payable on the Swing Line Loans; fifth, to the principal balance of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; fifthseventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same has have been paid in full; sixth, and eighth, to any Letter of Credit 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; seventhprovided, to interest then due and payable on the Acquisition Loan Advances; and eighth, that any such proceeds arising from a sale of a Vessel shall be applied first to the Acquisition principal and interest of the Term Loan Advances, pro rata among all of the Borrower owning such Acquisition Loan Advances, and to the scheduled amortization payments thereon Vessel in inverse order of maturity, until the same have such Term Loan has been repaid paid in full, and then ratably to the other Term Loans; provided, further, that the first $15,000,000 of net proceeds arising under Section 1.3(b)(iii) shall be applied first, on a pro rata basis, to the remaining principal installments of the Engine Term Loan, until such Engine Term Loan has been paid in full, and then to the Cdn. None of Term Loan. Neither the Revolving Loan Commitment, the Acquisition Loan Commitment or Commitments nor the Swing Line Commitment Loan Commitments shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.1(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 prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to by the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in fullRequired Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Sections 1.3(b)(ii) or (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 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 the Revolving Credit Advances; fifth, to the outstanding principal balance of Revolving Credit Advances outstanding to that Borrower until the same has been paid in full; sixthfourth, to any Letter of Credit Obligations, 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.B; seventhfifth, to interest then due and payable on the Acquisition Loan AdvancesRevolving Credit Advances outstanding to each other Borrower, pro rata; and eighthsixth, to the Acquisition Loan Advancesprincipal balance of the Revolving Credit Advances made to each other Borrower, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturityrata, until the same has been paid in full; seventh, to any Letter of Credit Obligations of each other 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 repaid fully cash collateralized; eighth, to any Rate Protection Obligations which may be due and payable by such Borrower until the same has been paid in full; and ninth, to any Rate Protection Obligations which may be due and payable by each other Borrower, pro rata, until the same has been paid in full. None of the The Revolving Loan Commitment, the Acquisition Loan Commitment or the Swing Line Commitment shall not be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Sections 1.3(b)(ii) CLAUSES (b)(ii), (b)(iii), or (b)(iiib)(iv) 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 PRO RATA payment of interest then due and payable on such Borrower's Term Loans and Acquisition Loan, if any; THIRD, to PRO RATA payment of the scheduled installments of such Borrower's Term Loans and Acquisition Loan, if any, in inverse order of maturity, until such Loans shall have been prepaid in full; FOURTH, to payment of interest then due and payable on such Borrower's Swing Line Loan; thirdFIFTH, to payment of the principal balance of the Swing Line Loan outstanding to such Borrower until the same has shall have been repaid in full; fourthSIXTH, to payment of interest then due and payable on the Revolving Credit AdvancesAdvances made to such Borrower; fifthSEVENTH, to payment of the outstanding principal balance of Revolving Credit Advances outstanding to such Borrower until the same has shall have been paid in full; sixthEIGHTH, to payment of any Letter of Credit Obligations, 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 B.ANNEX B; seventhNINTH, to interest then due and payable on the Term Loans and Acquisition Loan AdvancesLoan, if any, of each other Borrower, PRO RATA; and eighthTENTH, to the Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the prepayment of scheduled amortization payments thereon in inverse order of maturity, until the same have been repaid in full. None installments of the Revolving Loan CommitmentTerm Loans and Acquisition Loan, the Acquisition Loan Commitment or the Swing Line Commitment shall be permanently reduced by the amount if any, of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advanceseach other Borrower, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereonPRO RATA, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances such Loans shall have been prepaid in full.; ELEVENTH, to payment of interest then due and payable on the Swing Line Loan of each other Borrower, PRO RATA; TWELFTH, to payment of the principal balance of the Swing Line Loan outstanding to each other Borrower, PRO RATA, until the same shall have been repaid in full; THIRTEENTH, to payment of interest then due and payable on the Revolving Credit Advances outstanding to each other Borrower, PRO RATA; FOURTEENTH, to payment of 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 LAST 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

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower Borrowers pursuant to Sections 1.3(b)(ii) CLAUSES (b)(ii), (b)(iii), or (b)(iiib)(iv) above shall be applied as follows: firstFIRST, to Fees and reimbursable expenses of Administrative Agent then due and payable pursuant to any of the Loan Documents; secondSECOND, to interest then due and payable, pro rata, on the outstanding Term Loans; THIRD, to prepay the scheduled installments, pro rata, of the outstanding Term Loans, applied to installments pro rata (on a pro rata basis, except that holders of Term Loan B shall have the option to decline to receive any such mandatory prepayments and any amount so declined shall be applied to prepayments of or in respect of Loans, Advances or other Obligations in the order herein provided), until such Loans 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; sixthand EIGHTH, to any Letter of Credit 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 B.; seventh, to interest then due and payable on the Acquisition Loan Advances; and eighth, to the Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturity, until the same have been repaid in full. None of ANNEX B. Neither the Revolving Loan Commitment, the Acquisition Loan Commitment or nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Sections 1.3(b)(iiclauses (b)(ii) or (b)(iiiiv) above or Section 5.4(c) shall be applied as follows: first, to Fees and reimbursable expenses of Agent and other Lenders then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line Loansuch Borrower's Term Loans, pro rata; third, ratably to prepay the principal balance scheduled installments of the Swing Line Loan such Borrower's Term Loans in inverse order of maturity, until the same has such Loans shall have been repaid prepaid in full; fourthfourth to interest then due and payable on the Term Loans of each other Borrower, pro rata; fifth, to prepay the scheduled installments of the Term Loans of such other Borrowers in inverse order of maturity, until such Loans shall have been prepaid in full; sixth, to interest then due and payable on the Revolving Credit Advances (including Swing Line Advances) made to such Borrower; fifthseventh, to the outstanding principal balance of Revolving Credit Advances (including Swing Line Advances) outstanding to such Borrower until the same has shall have been paid in full; sixtheighth, to any Letter of Credit Obligations, 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.B; seventhninth, to interest then due and payable on the Acquisition Loan Revolving Credit Advances (including Swing Line Advances) outstanding to each other Borrower, pro rata; and eighthtenth, to the Acquisition Loan principal balance of the Revolving Credit Advances (including Swing Line Advances) made to each other Borrower, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturityrata, until the same shall have been repaid paid in full; and last, 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. None of Neither the Revolving Loan Commitment, the Acquisition Loan Commitment or nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Sections 1.3(b)(ii), 1.3(b)(iv) or (b)(iii1.3(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; sixthand eighth, to any Letter of Credit 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; seventhprovided, that (x) any mandatory prepayments made by Borrower pursuant to interest then due and payable on Sections 1.3(b)(ii) or (iii) from the Acquisition Loan Advances; and eighth, proceeds of assets owned by the RBC Swiss Group Members shall be applied first to the Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to Schaublin Revolving Credit Advances (which application shall respectively reduce each of the scheduled amortization payments thereon in inverse order of maturity, Schaublin Intercompany Loans) until the same have been repaid paid in fullfull and then to the other Obligations in the order set forth above or in the order set forth in clause (d) below (as applicable); and (y) any mandatory prepayments made by Borrower pursuant to Sections 1.3(b)(ii) or (iii) from the proceeds of assets owned by Borrower or its Domestic Subsidiaries shall be applied as set forth above or as set forth in clause (d) below (as applicable), except that no amounts shall be applied to the Schaublin Revolving Credit Advances until the U.S. Revolving Credit Advances have been paid in full and the Letter of Credit Obligations have been cash collateralized. None of Neither the Revolving Loan Commitment, the Acquisition Loan Commitment or Commitments nor the Swing Line Loan Commitment shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Sections 1.3(b)(ii) or (b)(iii), or clause (d) above below 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 such Borrower's Swing Line Loan; third, third to the principal balance of the Swing Line Loan outstanding to such Borrower until the same has shall have been repaid in full; fourth, fourth to interest then due and payable on the Revolving Credit AdvancesAdvances made to such Borrower; fifth, fifth to the outstanding principal balance of Revolving Credit Advances outstanding to such Borrower until the same has shall have been paid repaid in full; sixth, sixth to any Letter of Credit Obligations, 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.B; seventh, seventh to interest then due and payable on the Acquisition Swing Line Loan Advancesof each other Borrower, pro rata; and eighth, eighth to the Acquisition principal balance of the Swing Line Loan Advancesoutstanding to each other Borrower, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturityrata, until the same shall have been repaid in full. None ; ninth to interest then due and payable on the Revolving Credit Advances outstanding to each other Borrower, pro rata; tenth to the principal balance of the Revolving Loan CommitmentCredit Advances made to each other Borrower, pro rata, until the Acquisition same shall have been paid in full, and last 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. Neither the Revolving Loan Commitment or nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any prepayments made by either Borrower pursuant to Sections 1.3(b)(ii) clauses (b)(ii), (b)(iii), or (b)(iiib)(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 such Borrower's Swing Line Loan; third, to the principal balance of the such Borrower's Swing Line Loan Loan, until the same has shall have been repaid in full; fourth, to interest then due and payable on the such Borrower's Revolving Credit Advances; fifth, to the outstanding principal balance of the Revolving Credit Advances outstanding to such Borrower until the same has shall have been paid repaid in full; sixth, to provide cash collateral for any Letter of Credit Obligations, to provide cash collateral therefor Obligations of such Borrower 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; seventh, to interest then due and payable on the Acquisition Swing Line Loan Advancesof the other Borrower, pro rata; and eighth, to the Acquisition principal balance of the Swing Line Loan Advancesoutstanding to the other Borrower, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturityrata, until the same shall have been repaid in full. None ; ninth, to interest then due and payable on the Revolving Credit Advances outstanding to the other Borrower, pro rata; tenth, to the principal balance of the Revolving Loan CommitmentCredit Advances made to the other Borrower, pro rata, until the Acquisition same shall have been paid in full, and last to provide cash collateral for any Letter of Credit Obligations of the 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. Neither the Revolving Loan Commitment or nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Sections Section 1.3(b)(ii) or (b)(iiiiii) 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 that Borrower’s Swing Line Loan; third, to the principal balance of the Swing Line Loan outstanding to that Borrower until the same has been repaid in full; fourth, to interest then due and payable on the Tranche A Revolving Credit AdvancesAdvances made to that Borrower; fifth, to the outstanding principal balance of Tranche A Revolving Credit Advances outstanding to that Borrower until the same has been paid in full; sixth, to any Letter of Credit Obligations, 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.B; seventh, to interest then due and payable on the Acquisition Swing Line Loan Advancesof each other Borrower, pro rata; and eighth, to the Acquisition principal balances of the Swing Line Loan Advancesoutstanding to each other Borrower, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturityrata, until the same have been repaid in full. None ; ninth, to interest then due and payable on the Tranche A Revolving Credit Advances outstanding to each other Borrower, pro rata; tenth, to the principal balance of the Tranche A Revolving Credit Advances made to each other Borrower, pro rata, until the same has been paid in full; eleventh, to any Letter of Credit Obligations of each other 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; twelfth, to interest then due and payable on Tranche B Revolving Credit Advances made to that Borrower; thirteenth, to the principal balance of Tranche B Revolving Credit Advances outstanding to that Borrower until the same has been paid in full, with a corresponding permanent reduction in the Tranche B Revolving Loan CommitmentCommitments; fourteenth, to interest then due and payable on the Acquisition Tranche B Revolving Credit Advances outstanding to each other Borrower, pro rata; and last, to the principal balance of the Tranche B Revolving Credit Advances made to each other Borrower, pro rata, until the same has been paid in full, with a corresponding permanent reduction in the Tranche B Revolving Loan Commitments. Neither the Tranche A Revolving Loan Commitment or nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any prepayments made by the Borrower pursuant to Sections 1.3(b)(ii), 1.3(b)(iv), or 1.3(b)(vi) or (b)(iiishall 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 the Term Loan has been prepaid in full; fourth, to interest then due and payable on the Swing Line Loan; fifth, to the principal balance of the Swing Line Loan until the same has been repaid in full; sixth, to interest then due and payable on the Revolving Credit Advances; seventh, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; and eighth, to any Letter of Credit 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. Any prepayments made by the Borrower pursuant to Section 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 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 the Revolving Credit Advances until the same has been paid in full; sixth, to interest then due and payable on the Term Loan; seventh, to prepay the scheduled principal installments of the Term Loan in inverse order of maturity, until the Term Loan has been prepaid in full; and eighth, to any Letter of Credit 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.; seventh, to interest then due and payable on the Acquisition Loan Advances; and eighth, to the Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturity, until the same have been repaid in full. None of B. Neither the Revolving Loan Commitment, the Acquisition Loan Commitment or nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Sections SECTIONS 1.3(b)(ii) or (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 DocumentsDocuments ; second, to interest then due and payable on the that Borrower's Swing Line Loan; third, to the principal balance of the that Borrower's Swing Line Loan until the same has been repaid in full; fourth, to interest then due and payable on the Revolving Credit AdvancesAdvances to that Borrower; fifth, to the outstanding principal balance of Revolving Credit Advances made to that Borrower until the same has been paid in full; sixth, to any Letter of Credit ObligationsObligations of that 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 B.ANNEX B; seventh, to interest then due and payable on the Acquisition Swing Line Loan Advancesof each other Borrower, pro rata; and eighth, to the Acquisition principal balances of the Swing Line Loan Advancesoutstanding to each other Borrower, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturityrata, until the same have been repaid in full. None ; ninth, to interest then due and payable on the Revolving Credit Advances outstanding to each other Borrower, pro rata; tenth, to the principal balance of the Revolving Loan CommitmentCredit Advances made to each other Borrower, pro rata, until the Acquisition same has been paid in full; eleventh, to any Letter of Credit Obligations of each other 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; and lastly, subject to the provisions of SECTION 1.3(f), and unless such application would have adverse tax consequence for the US Borrowers under IRC Section 956 or would violate applicable Canadian law, to the US Obligations of the same type and order as set forth in the preceding CLAUSES "FIRST" through `SIXTH" of the US Borrowers. Neither the Revolving Loan Commitment or nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, listed in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in fullSECTION 1.3.

Application of Certain Mandatory Prepayments. Any Subject to Section 1.11, any prepayments made by any Borrower pursuant to Sections Section 1.3(b)(ii) or (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, until the same has been paid in full; second, to interest then due and payable on any Permitted Overadvance, until the Swing Line Loansame has been paid in full; third, to the principal balance of the Swing Line Loan any Permitted Overadvance outstanding, until the same has been repaid in full; fourth, to interest then due and payable on the Revolving Credit Advances; fifthSwing Line Loans, to the outstanding principal balance of Revolving Credit Advances until the same has been paid in full; fifth, to the principal balance of the Swing Line Loan outstanding, until the same has been repaid in full; sixth, to any Letter of interest then due and payable on Revolving Credit ObligationsAdvances, until the same has been paid in full; seventh, to provide cash collateral therefor in the manner set forth in Annex Bprincipal balance of Revolving Credit Advances outstanding, until all such Letter of Credit Obligations have the same has been fully cash collateralized repaid in the manner set forth in Annex B.full; seventheighth, to interest then due and payable on the Acquisition Loan Advances; and eighth, to the Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturityExport-Related Loan, until the same have has been paid in full; and last, to the principal balance of Export-Related Advances outstanding, until the same has been repaid in full. None of the Revolving Loan Commitment, the Acquisition Export-Related Loan Commitment or the Swing Line Commitment shall be permanently reduced by the amount of any such prepaymentspayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order Table of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.Contents

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Sections SECTIONS 1.3(b)(ii), 1.3(b)(iv) or (b)(iiiOR 1.3(b)(v) 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 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; sixthand EIGHTH, to any Letter of Credit 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 B.; seventh, to interest then due and payable on the Acquisition Loan Advances; and eighth, to the Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturity, until the same have been repaid in full. None of ANNEX B. Neither the Revolving Loan Commitment, the Acquisition Loan Commitment or nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Sections 1.3(b)(ii) or clause (b)(iiib)(ii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent Agents then due and payable pro rata pursuant to any of the Loan Documents; second, to interest then due and payable on the such Borrower's Swing Line Loan; third, to the principal balance of the Swing Line Loan outstanding to such Borrower until the same has shall have been repaid in full; fourth, to interest then due and payable on the Revolving Credit AdvancesAdvances made to such Borrower; fifth, to the outstanding principal balance of Revolving Credit Advances outstanding to such Borrower until the same has shall have been paid in full; sixth, to any Letter of Credit Obligations, 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.B; seventh, to interest then due and payable on the Acquisition Swing Line Loan Advancesof each other Borrower, pro rata; and eighth, to the Acquisition principal balance of the Swing Line Loan Advancesoutstanding to each other Borrower, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturityrata, until the same shall have been repaid in full. None ; ninth, to interest then due and payable on the Revolving Credit Advances outstanding to each other Borrower, pro rata; tenth, to the principal balance of the Revolving Loan CommitmentCredit Advances made to each other Borrower, pro rata, until the Acquisition same shall have been paid in full, and last to the Borrower which sold such assets. Neither the Revolving Loan Commitment or nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any prepayments made by either Borrower pursuant to Sections 1.3(b)(iiSection 1.3(2)(b) or (b)(iii1.3(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 such Borrower's Swing Line Loan; third, to the principal balance of the such Borrower's Swing Line Loan until the same has shall have been repaid in full; fourth, to interest then due and payable on the such Borrower's Revolving Credit Advances; fifth, to the outstanding principal balance of the Revolving Credit Advances outstanding to such Borrower in such order as determined by Agent until the same has shall have been paid in full; sixth, to provide cash collateral for any Letter of Credit Obligations, to provide cash collateral therefor Obligations of such Borrower 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; seventh, to interest then due and payable on the Acquisition Swing Line Loan Advancesof the other Borrower; and eighth, to the Acquisition principal balance of the Swing Line Loan Advances, pro rata among all such Acquisition Loan Advances, and outstanding to the scheduled amortization payments thereon in inverse order of maturityother Borrower, until the same shall have been repaid in full. None ; ninth, to interest then due and payable on the Revolving Credit Advances outstanding to the other Borrower; tenth, to the principal balance of the Revolving Loan CommitmentCredit Advances made to the other Borrower, until the Acquisition same shall have been paid in full, and last to provide cash collateral for any Letter of Credit Obligations of the other Borrower in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized. Neither the Revolving Loan Commitment or nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Sections 1.3(b)(ii) or (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 that Borrower's Swing Line Loan; third, to the principal balance of the Swing Line Loan outstanding to that Borrower until the same has been repaid in full; fourth, to interest then due and payable on the Revolving Credit AdvancesAdvances made to that Borrower; fifth, to the outstanding principal balance of Revolving Credit Advances outstanding to that Borrower until the same has been paid in full; sixth, to any Letter of Credit Obligations, 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.B; seventh, to interest then due and payable on the Acquisition Swing Line Loan Advancesof each other Borrower, pro rata; and eighth, to the Acquisition principal balances of the Swing Line Loan Advancesoutstanding to each other Borrower, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturityrata, until the same have been repaid in full. None ; ninth, to interest then due and payable on the Revolving Credit Advances outstanding to each other Borrower, pro rata; tenth, to the principal balance of the Revolving Loan CommitmentCredit Advances made to each other Borrower, pro rata, until the Acquisition same has been paid in full, and last 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. Neither the Revolving Loan Commitment or nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any prepayments -------------------------------------------- made by any Borrower pursuant to Sections 1.3(b)(ii) or (b)(iii) above ---------------------- -------- (excluding prepayments from condemnation and insurance proceeds, as described in clause (d) below) 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, 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 Revolving Credit Advances outstanding to that Borrower until the same has been repaid paid in full; fourth, 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; fifth to interest then due and payable on the Revolving Credit AdvancesAdvances - outstanding to each other Borrower, pro rata; fifthsixth, to the outstanding principal balance of the Revolving Credit Advances made to each other Borrower, pro rata, until the same has been paid in full; sixth, and last to any Letter of Credit ObligationsObligations 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 in the manner set forth in Annex B.; seventh, to interest then due and payable on the Acquisition Loan Advances; and eighth, to the Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturity, until the same have been repaid in full. None of the Revolving Loan Commitment, the Acquisition Loan Commitment or the Swing Line B. The Commitment shall ------- not be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Sections 1.3(b)(iiCLAUSES (b)(ii), (b)(iii) or (b)(iiib)(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; secondSECOND to prepay the principal balance of the Term Loan C, together with interest thereon as prescribed in SECTION 1.5; THIRD, to interest then due and payable on the Swing Line LoanTerm Loan B; thirdFOURTH, to prepay the principal balance scheduled installments of the Swing Line Term Loan B in inverse order of maturity until the same has Term Loan B shall have been repaid prepaid in full; fourthFIFTH, to interest then due and payable on the Term Loan A; SIXTH, to prepay the scheduled installments of the Term Loan A in inverse order of maturity until the Term Loan A shall have been prepaid in full; SEVENTH, to interest then due and payable on Revolving Credit AdvancesAdvances made to Borrower; fifthEIGHTH, to the outstanding principal balance of Revolving Credit Advances outstanding to Borrower until the same has shall have been paid in full; sixthand last, to any Letter of Credit Obligations, 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 B.; seventh, to interest then due and payable on the Acquisition Loan Advances; and eighth, to the Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturity, until the same have been repaid in full. None of the ANNEX B. The Revolving Loan Commitment, the Acquisition Loan Commitment or the Swing Line Commitment shall not be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower Borrowers pursuant to Sections 1.3(b)(ii) clauses (b)(ii), (b)(iii), or (b)(iiib)(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 Loans; third, to prepay the scheduled installments of the Borrowers' Term Loans, ratably in inverse order of maturity, until such Term Loans shall have been prepaid in full, provided that if the prepayment is made pursuant to clause (b)(ii) any Term Loan B Lender may elect to allocate his portion of the prepayment entirely to Term Loan A; fourth, to interest then due and payable on such Borrower's Swing Line Loan; thirdfifth, to the principal balance of the Swing Line Loan outstanding to such Borrower until the same has shall have been repaid in full; fourthsixth, to interest then due and payable on the Revolving Credit AdvancesAdvances made to such Borrower; fifthand seventh, to the outstanding principal balance of Revolving Credit Advances outstanding to such Borrower until the same has shall have been paid in full; sixth, to any Letter of Credit 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.; seventh, to interest then due and payable on the Acquisition Loan Advances; and eighth, to the Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturity, until the same have been repaid in full. None of Neither the Revolving Loan Commitment, the Acquisition Loan Commitment or nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in fullprepayment.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower with respect to any or all Obligations pursuant to Sections 1.3(b)(ii), (b)(iii) or (b)(iiib)(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 Loans (ratably in proportion to the interest accrued as to each Term Loan A and Term Loan B); third, to the principal balance of the Term Loans (shared equally between the Term Loan A and the Term Loan B until either Term Loan A or Term Loan B has been prepaid in full and thereafter to the principal balance of the remaining Term Loan until the same has been prepaid in full, and, in each case of a prepayment in respect of the Term Loan A, applied in the inverse order of maturity of the scheduled principal installments of the Term Loan A), until such Term Loans 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; sixthand eighth, to any Letter of Credit 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.; seventh, to interest then due and payable on the Acquisition Loan Advances; and eighth, to the Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturity, until the same have been repaid in full. None of B. Neither the Revolving Loan Commitment, the Acquisition Loan Commitment or nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any -------------------------------------------- prepayments made by Borrower pursuant to Sections Section 1.3(b)(ii) or (b)(iiib)(iii)(B) 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 LoanTerm Loan B; third, to prepay the principal balance amount of the Swing Line Term ----- Loan B until the same has such Loan shall have been repaid prepaid in full; fourth, to interest then ------ due and payable on Term Loan A; fifth, to prepay the scheduled installments of ----- Term Loan A in inverse order of maturity, until such Loan shall have been prepaid in full; sixth, 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; sixthand eighth, to any Letter ------ of Credit ObligationsObligations incurred on behalf 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.; seventh, to interest then due and payable on the Acquisition Loan Advances; and eighth, to the Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturity, until the same have been repaid in full. None of the ----- B. The Revolving Loan Commitment, the Acquisition Loan Commitment or the Swing Line Commitment shall not be permanently reduced by the amount - of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Sections 1.3(b)(ii), (b)(iii), (b)(iv) or (b)(iiib)(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; sixtheighth, to any Letter of Credit 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; seventhninth, to Obligations under Interest Rate Agreements which the Agent has agreed in writing relate to Term Loan B (pro rata, based upon the amount thereof); tenth, to accrued and unpaid interest with respect to Term Loan C; eleventh, to the principal amount of Term Loan C until the Term Loan C has been prepaid in full; twelfth, to Obligations under Interest Rate Agreements (pro rata, based upon the amount thereof); and thirteenth, pro rata to all other Obligations then due and payable on the Acquisition Loan Advances; and eighth, to the Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturity, until the same have been repaid in fullowing. None of the Revolving Loan Commitment, the Acquisition Loan Commitment or the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any prepayments -------------------------------------------- made by any Borrower pursuant to Sections 1.3(b)(ii) or clauses (b)(iiib)(ii) above shall be applied as --------------- follows: first, to Fees and reimbursable expenses of Agent Agents then due and payable ----- pro rata pursuant to any of the Loan Documents; second, to interest then due and -------- ------ payable on the such Borrower's Swing Line Loan; third, to the principal balance of ----- the Swing Line Loan outstanding to such Borrower until the same has shall have been repaid in full; fourth, to interest then due and payable on the Revolving Credit Advances------ Advances made to such Borrower; fifth, to the outstanding principal balance of Revolving ----- Credit Advances outstanding to such Borrower until the same has shall have been paid in full; sixth, to any Letter of Credit Obligations, 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.B; seventh, to interest then due and payable on the Acquisition Swing ------- ------- Line Loan Advancesof each other Borrower, pro rata; and eighth, to the Acquisition principal balance of --- ---- ------ the Swing Line Loan Advancesoutstanding to each other Borrower, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturityrata, until the same --- ---- shall have been repaid in full. None ; ninth, to interest then due and payable on the ----- Revolving Credit Advances outstanding to each other Borrower, pro rata; tenth, --- ---- ----- to the principal balance of the Revolving Loan CommitmentCredit Advances made to each other Borrower, pro rata, until the Acquisition same shall have been paid in full, and last to the --- ---- ---- Borrower which sold such assets. Neither the Revolving Loan Commitment or nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Sections 1.3(b)(ii) or (b)(iii) above shall be applied as follows: first, to Fees AMENDED AND RESTATED CREDIT AGREEMENT 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; 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, 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.; seventh, to interest then due and payable on the Acquisition Loan AdvancesB; and eighthninth, to the Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and payment to the scheduled amortization payments thereon in inverse order Bank of maturity, until the same have been repaid in fullAmerica of any reimbursable amounts relating to Bank Products. None of Neither the Revolving Loan Commitment, the Acquisition Loan Commitment or nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Sections SECTIONS 1.3(b)(ii) or (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 that Borrower's Swing Line Loan; third, to the principal balance of the that Borrower's Swing Line Loan until the same has been repaid in full; fourth, to interest then due and payable on the Revolving Credit AdvancesAdvances to that Borrower; fifth, to the outstanding principal balance of Revolving Credit Advances made to that Borrower until the same has been paid in full; sixth, to any Letter of Credit ObligationsObligations of that 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 B.ANNEX B; seventh, to interest then due and payable on the Acquisition Swing Line Loan Advancesof each other Borrower, pro rata; and eighth, to the Acquisition principal balances of the Swing Line Loan Advancesoutstanding to each other Borrower, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturityrata, until the same have been repaid in full. None ; ninth, to interest then due and payable on the Revolving Credit Advances outstanding to each other Borrower, pro rata; tenth, to the principal balance of the Revolving Loan CommitmentCredit Advances made to each other Borrower, pro rata, until the Acquisition same has been paid in full, eleventh, to any Letter of Credit Obligations of each other 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 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 or nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, listed in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in fullSECTION 1.3.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by Borrower pursuant to Sections Section 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(iiib)(vi) 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 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, to interest then due and payable on the Swing Line Loans; fifth, to the principal balance of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; fifthseventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same has have been paid in full; sixth, and eighth, to any Letter of Credit 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; seventhprovided, to interest then due and payable on the Acquisition Loan Advances; and eighth, that any such proceeds arising from a sale of a Vessel shall be applied first to the Acquisition principal and interest of the Term Loan Advances, pro rata among all of the Borrower owning such Acquisition Loan Advances, and to the scheduled amortization payments thereon Vessel in inverse order of maturity, until the same have such Term Loan has been repaid paid in full, and then ratably to the other Term Loans. None of Neither the Revolving Loan Commitment, the Acquisition Loan Commitment or Commitments nor the Swing Line Commitment Loan Commitments shall be permanently reduced by the amount of any such prepayments. All , except with respect to the Revolving Loan Commitments for prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv1.3(b)(ii) above from the proceeds of dispositions of Vessels. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) 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 prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to by the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in fullRequired Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Sections 1.3(b)(ii) or (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 the issuance of Indebtedness in a transaction permitted under Section 6.3(a)(xxiv), to any Letter of Credit 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; seventh, unless such application would have an adverse tax consequence for the Borrowers under IRC Section 956, to interest then due Obligations (other than with respect to Bank Products) of the same type and payable on in the Acquisition Loan Advancessame 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; and eighth, to the Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and pay amounts owing with respect to the scheduled amortization payments thereon in inverse order of maturity, until the same have been repaid in fullBank Products. None of Neither the Revolving Loan Commitment, the Acquisition Loan Commitment or nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.”

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to Sections 1.3(b)(ii), (b)(iii) or (b)(iiib)(iv) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any prepay the scheduled principal installments of the Term Loan Documentsin inverse order of maturity, until paid in full; 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 the Revolving Credit Advances; fifththird, to the outstanding principal balance of Revolving Credit Advances outstanding until the same has been paid in full; sixthfourth, to the principal balance of Export-Related Advances outstanding until the same has been paid in full; fifth, to any Letter of Credit Obligations, 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; seventhand sixth, to prepay the principal and any accrued interest then due and payable on the Acquisition Last Out Term Loan, until paid in full; provided, however, any Term Lender may elect by written notice to the Agent prior to the date of any prepayment made pursuant to Section 1.3(b)(iv) to decline any or all of such prepayment of its Term Loan, in which case the aggregate amount which would have been applied to prepay the Term Loan Advances; and eighthbut was so declined shall be applied as follows: first, to the Acquisition principal balance of the Swing Line Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturity, outstanding until the same has been repaid in full; second, to the principal balance of Revolving Credit Advances outstanding until the same has been paid in full; third, to the principal balance of Export-Related Advances outstanding until the same has been paid in full; fourth, to any Letter of Credit Obligations to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been repaid fully cash collateralized in the manner set forth in Annex B; and fifth, to prepay the principal and any accrued interest on the Last Out Term Loan, until paid in full. None of the Revolving Loan Commitment, the Acquisition Export-Related Loan Commitment or the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Sections 1.3(b)(ii) or (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 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 the Revolving Credit Advances; fifth, to the outstanding principal balance of Revolving Credit Advances outstanding to that Borrower until the same has been paid in full; sixthfourth, to any Letter of Credit Obligations, 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.B; seventhfifth, to interest then due and payable on the Acquisition Loan AdvancesRevolving Credit Advances outstanding to each other Borrower, pro rata; and eighthsixth, to the Acquisition Loan Advancesprincipal balance of the Revolving Credit Advances made to each other Borrower, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturityrata, until the same has been paid in full; seventh, to any Letter of Credit Obligations of each other 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 repaid fully cash collateralized; eighth, to any Rate Protection Obligations which may be due and payable by such Borrower until the same has been paid in full; and ninth, to any Rate Protection Obligations which may be due and payable by each other Borrower, pro rata, until the same has been paid in full. None of the Revolving Loan Commitment, the Acquisition Loan Commitment or the Swing Line The Commitment shall not be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Sections 1.3(b)(ii) or (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 that Borrower’s Swing Line Loan; third, to the principal balance of the that Borrower’s Swing Line Loan until the same has been repaid in full; fourth, to interest then due and payable on the Revolving Credit AdvancesAdvances to that Borrower; fifth, to the outstanding principal balance of Revolving Credit Advances made to that Borrower until the same has been paid in full; sixth, to any Letter of Credit ObligationsObligations of that 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.B; seventh, to interest then due and payable on the Acquisition Swing Line Loan Advancesof each other Borrower, pro rata; and eighth, to the Acquisition principal balances of the Swing Line Loan Advancesoutstanding to each other Borrower, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturityrata, until the same have been repaid in full. None ; ninth, to interest then due and payable on the Revolving Credit Advances outstanding to each other Borrower, pro rata; tenth, to the principal balance of the Revolving Loan CommitmentCredit Advances made to each other Borrower, pro rata, until the Acquisition same has been paid in full, and last, to any Letter of Credit Obligations of each other 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. Neither the Revolving Loan Commitment or nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to listed in Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full1.3.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to Sections 1.3(b)(ii) CLAUSES (B)(IV), (B)(V), or (b)(iiiB)(VI) above shall be applied as followsFOLLOWS: firstFIRST, to Fees and reimbursable expenses of Administrative Agent then due and payable pursuant to any of the Loan Documents; secondSECOND, to fees and reimbursable expenses of Revolver Agent then due and payable pursuant to any of the Loan Documents; THIRD to interest then due and payable on Term Loan B; FOURTH, to prepay the scheduled installments of Term Loan B in inverse order of maturity, until such Loan shall have been prepaid in full; FIFTH, to interest then due and payable on Term Loan A; SIXTH, to prepay the scheduled installments of Term Loan A in inverse order of maturity, until such Loan shall have been prepaid in full; SEVENTH, to interest then due and payable on the Acquisition Loan; EIGHTH, to the principal balance of the Acquisition Loan Advances outstanding in the inverse order of maturity, until the same shall have been repaid in full; NINTH, to interest then due and payable on the Swing Line LoanLoan (Revolver B); thirdTENTH, to the principal balance of the Swing Line Loan (Revolver B) outstanding until the same has shall have been repaid in full; fourthELEVENTH, to interest then due and payable on the Revolving Credit AdvancesSwing Line Loan (Revolver A); fifthTWELFTH, to the principal balance of the Swing Line Loan (Revolver A) outstanding until the same shall have been repaid in full; THIRTEENTH, to interest then due and payable on Revolving Credit Advances (Revolver B); FOURTEENTH, to the principal balance of Revolving Credit Advances (Revolver B) outstanding until the same has shall have been paid in full; sixthFIFTEENTH, to interest then due and payable on Revolving Credit Advances (Revolver A); SIXTEENTH, to the principal balance of Revolving Credit Advances (Revolver A) outstanding until the same shall have been paid in full; and LAST, to any Letter of Credit Obligations, 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 B.; seventh, to interest then due and payable on the Acquisition Loan Advances; and eighth, to the Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon in inverse order of maturity, until the same have been repaid in full. ANNEX B. None of the Revolving Loan CommitmentCommitment (Revolver A), the Acquisition Revolving Loan Commitment (Revolver B), the Swing Line Commitment (Revolver A) or the Swing Line Commitment (Revolver B) shall be permanently reduced by the amount of any such prepayments. All prepayments from Excess Cash Flow paid pursuant to Section 1.1(b)(iv) above shall be applied to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the scheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.