Common use of Application of Certain Mandatory Prepayments Clause in Contracts

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to clauses (b)(ii), (b)(iii), or (b)(iv) above shall be applied as follows: first, to Fees and reimbursable expenses of each Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on each of the Loans on a pro rata basis; third, to prepay the scheduled installments of each of the Loans on a pro rata basis in inverse order of maturity, until each of the Term Loans shall have been prepaid in full; fourth, to the principal balance of the Swing Line Loan until the same shall have been repaid in full; fifth, to the outstanding principal balance of Revolving Credit Advances which are Index Rate Loans first, then to those which are LIBOR Rate Loans, until the same shall have been paid in full; and 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. Each of the Revolving Loan Commitment and the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Notwithstanding the foregoing, so long as the Term Loan A is outstanding, each Term B Lender shall have the right to refuse all or a portion of such prepayment allocable to its Term Loan B, and such amount so refused shall be applied to prepay the Term Loan A.

Application of Certain Mandatory Prepayments. Any Except for prepayments made by Borrowers pursuant to Section 1.3(b)(ii) attributable to the disposition of any Real Estate, any prepayments made by Borrower pursuant to clauses (b)(iiSection 1.3(b)(ii), (b)(iiiSection 1.3(b)(iii), Section 1.3(b)(iv) or (b)(ivSection 1.3(b)(v) above shall be applied as follows: first, to Fees and reimbursable expenses of each Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on each of the Loans on a pro rata basisTerm Loan; third, to prepay the scheduled principal installments of each of the Loans on a pro rata basis Term Loan in inverse order of maturity, until each of the Term Loans such Loan shall have been prepaid in full; fourth, to interest then due and payable on Borrowers' Swing Line Loans; fifth, to the principal balance of the Swing Line Loan outstanding to Borrowers until the same shall have been repaid in full; fifthsixth, to interest then due and payable on Revolving Credit Advances made to Borrowers; seventh, to the outstanding principal balance of Revolving Credit Advances which are Index Rate Loans first, then outstanding to those which are LIBOR Rate Loans, Borrowers until the same shall have been paid in full; and sixtheighth, to any Letter of Credit Obligations, Obligations of Borrowers 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. Each Any prepayments made by Borrower pursuant to Section 1.3(b)(ii) attributable to the disposition of the Grapevine, Texas Real Estate 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 the extent of fifty percent (50%) of the corresponding dollar amount ascribed to the Grapevine, Texas Real Estate set forth on Schedule 6.8 (less any payments made in accordance with Section 1.3(b)(v) above), 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 Borrowers' Swing Line Loans; fifth, to the principal balance of the Swing Line Loan outstanding to Borrowers until the same shall have been repaid in full; sixth, to interest then due and payable on Revolving Credit Advances made to Borrowers; seventh, to the principal balance of Revolving Credit Advances outstanding to Borrowers until the same shall have been paid in full; and eighth, to any Letter of Credit Obligations of Borrowers 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 Borrower pursuant to Section 1.3(b)(ii) attributable to the disposition of any Term Loan Real Estate (other than the Grapevine, Texas Real Estate) 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 the extent of seventy percent (70%) of the corresponding dollar amount ascribed to such Term Loan Real Estate set forth on Schedule 6.8, 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 Borrowers' Swing Line Loans; fifth, to the principal balance of the Swing Line Loan outstanding to Borrowers until the same shall have been repaid in full; sixth, to interest then due and payable on Revolving Credit Advances made to Borrowers; seventh, to the principal balance of Revolving Credit Advances outstanding to Borrowers until the same shall have been paid in full; and eighth, to any Letter of Credit Obligations of Borrowers 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 Borrower pursuant to Section 1.3(b)(ii) attributable to the disposition of any Real Estate which is not Term Loan Real Estate 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 the extent of fifty percent (50%) of the remaining amount of such prepayment 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 Borrowers' Swing Line Loans; fifth, to the principal balance of the Swing Line Loan outstanding to Borrowers until the same shall have been repaid in full; sixth, to interest then due and payable on Revolving Credit Advances made to Borrowers; seventh, to the principal balance of Revolving Credit Advances outstanding to Borrowers until the same shall have been paid in full; and eighth, to any Letter of Credit Obligations of Borrowers to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Neither the Revolving Loan Commitment and nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Notwithstanding the foregoing, so long as the Term Loan A is outstanding, each Term B Lender shall have the right to refuse all or a portion of such prepayment allocable to its Term Loan B, and such amount so refused shall be applied to prepay the Term Loan A..

Application of Certain Mandatory Prepayments. Any So long as no Event of Default has occurred or is continuing, any prepayments made by Borrower pursuant to clauses (b)(ii), Sections 1.3(b)(ii) or (b)(iii), or (b)(iv) and any voluntary prepayments above shall be applied as follows: first, to Fees and reimbursable expenses of each Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on each of the Loans on a pro rata basisSwing Line Loan; third, to prepay the scheduled installments of each of the Loans on a pro rata basis in inverse order of maturity, until each of the Term Loans shall have been prepaid in full; fourth, to the principal balance of the Swing Line Loan until the same shall have has been repaid in full; fourth, to interest then due and payable on Revolving Credit Advances; fifth, to the outstanding principal balance of Tranche A Revolving Credit Advances which are first to Index Rate Loans first, then and second to those which are LIBOR Rate Loans, Loans until the same shall have has been paid in full; and sixth, 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. Each B; seventh, to the outstanding principal balance of the Tranche B Credit Advances first to Index Rate Loans and second to LIBOR Loans on the basis of each Tranche B Lender's Pro Rata Share (which shall automatically result in a corresponding permanent reduction of the Tranche B Loan Commitments) until the same has been paid in full. Neither the Revolving Loan Commitment and nor the Swing Line Commitment Accommodation shall be permanently reduced by the amount of any such prepayments, except as provided above in clause seventh with respect to prepayments of Tranche B Credit Advances. Notwithstanding the foregoingIf at any time an Event of Default has occurred or is continuing, so long as the Term Loan A is outstanding, each Term B Lender shall have the right any prepayments made by Borrower pursuant to refuse all Sections 1.3(b)(ii) or a portion of such prepayment allocable to its Term Loan B, and such amount so refused (b)(iii) above shall be applied as follows: first, to prepay Fees (other than the Term Fees payable pursuant to Section 1.9(c)) and reimbursable expenses of Agent then due and payable pursuant to any of the Loan A.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 (including any Default Rate of interest payable pursuant to Section 1.5(d)) and any Fee payable under Section 1.9(c) then due and payable on the Tranche A Revolving Credit Advances; fifth, to the principal balance of the Tranche A 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 Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; seventh, to the principal balance of the Tranche B Credit Advances until the same has been paid in full; and eighth, to all other Obligations, including expenses of the Revolving Lenders to the extent reimbursable under Section 11.3.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to clauses (b)(iiSections 1.3(b)(ii), (b)(iii), or (b)(iv) or (v) above and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(b) or (c) and the Mortgage(s), respectively, shall be applied as follows: first, to Fees and reimbursable expenses of each Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on each of the Loans on a pro rata basisTerm Loan B; third, to prepay the scheduled principal installments of each of the Loans on a pro rata basis Term Loan B in inverse order of maturity, until each of the such Term Loans Loan B shall have been prepaid in full; fourth, to interest then due and payable on the principal balance of the Swing Line Loan until the same shall have been repaid in fullRevolving Credit Advances; fifth, to the outstanding principal balance of Revolving Credit Advances which are Index Rate Loans first, then to those which are LIBOR Rate Loans, until the same shall have has been paid in full; and 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. Each B; provided, however, that if an Event of Default has occurred and is continuing, such prepayment occurs other than through the exercise of remedies pursuant to the terms of the Loan Documents and the Requisite Revolving Lenders so elect, any such prepayments 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 and Revolving Loan; third, to prepay the Term Loan B and the Revolving Loan, applied pro rata to scheduled principal installments of the Term Loan B, and applied to Revolving Credit Advances before application to provide cash collateral for any Letter of Credit Obligations in the manner set forth in Annex B. The Revolving Loan Commitment and the Swing Line Commitment shall not be permanently reduced by the amount of any such prepayments. Notwithstanding the foregoing, so long as the Term Loan A is outstanding, each Term B Lender shall have the right to refuse all or a portion of such prepayment allocable to its Term Loan B, and such amount so refused shall be applied to prepay the Term Loan A..

Application of Certain Mandatory Prepayments. (i) Any prepayments made by any US Borrower or Term Borrower pursuant to clauses (b)(ii), Sections 1.3(b)(ii) or (b)(iii), or (b)(iv) above shall be applied as follows: first, to Fees and reimbursable expenses of each the US Agent then due and payable pursuant to any of the Loan Documents; second, for any prepayment by Term Borrower, to interest then due and payable on each of the Loans on a pro rata basisTerm Loan; third, for any prepayment by Term Borrower, to prepay the scheduled principal installments of each of the Loans on a pro rata basis Term Loan in inverse order of maturity, until each of the Term Loans shall have 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 shall have has been repaid in full; fifthsixth, to interest then due and payable on US Revolving Credit Advances; seventh, to the outstanding principal balance of US Revolving Credit Advances which are Index Rate Loans first, and any Letter of Credit Obligations then to those which are LIBOR Rate Loans, due and payable; until the same shall have has been paid in full; eighth, for any prepayment by any US Borrower, to interest then due and sixthpayable on the Term Loan; ninth, for any payment by any US Borrower to prepay the scheduled principal installments of the Term Loan in inverse order of maturity, until paid in full; tenth, to any Letter of obligations with respect to Bank Products then due and payable; eleventh to interest then due and payable on the UK Revolving Credit Obligations, Advances; and last 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. Each principal balance of the UK Revolving Credit Advances until the same has been paid in full. As long as no Default or Event of Default has occurred and is continuing, any Net Proceeds remaining after such payments shall be remitted to US Borrowers. Neither the US Revolving Loan Commitment and nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Notwithstanding the foregoing, so long as the Term Loan A is outstanding, each Term B Lender shall have the right to refuse all or a portion of such prepayment allocable to its Term Loan B, and such amount so refused shall be applied to prepay the Term Loan A..

Application of Certain Mandatory Prepayments. Any prepayments to be made by Borrower pursuant to Section 1.3(c)(ii) or (c)(iii) shall be applied first to the First Lien Credit Facility to repay the outstanding Obligations (as defined in the First Lien Credit Agreement). The Revolving Loan Commitment (as defined in the First Lien Credit Agreement) shall be permanently reduced by the amount of any such prepayments made pursuant to Section 1.3(c)(ii) or (c)(iii) that exceed an aggregate amount of $5,000,000. If any such prepayments are not applied to the First Lien Credit Facility in the manner prescribed in the preceding two sentences and, in any event, after the Discharge of First Lien Obligations (as defined in the Intercreditor Agreement), such prepayments shall be applied to prepay the Term Loan. Each prepayment made by Borrower pursuant to Section 1.3(c)(iv) shall be applied solely to prepay the Term Loan. Any prepayments made by Borrower pursuant to clauses (b)(iiSections 1.3(c)(ii), (b)(iiic)(iii) or (c)(iv) above, and any prepayments from insurance or condemnation proceeds in accordance with Sections 5.4(b) or (d), or (b)(iv) above shall be applied as follows: first, to Fees and reimbursable expenses of each Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on each of the Loans on a pro rata basisTerm Loan; third, to prepay the scheduled remaining installments of each of principal due on the Loans on a pro rata basis Term Loan in the inverse order of maturity, until each of the Term Loans shall have been prepaid in full; fourth, to the principal balance of the Swing Line Loan until the same shall have been repaid in full; fifth, to the outstanding principal balance of Revolving Credit Advances which are Index Rate Loans first, then to those which are LIBOR Rate Loans, until the same shall have Term Loan has been paid in full; and sixthfourth, pro rata 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 other Obligations have been fully cash collateralized in the manner set forth in Annex B. Each of the Revolving Loan Commitment then due and the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Notwithstanding the foregoing, so long as the Term Loan A is outstanding, each Term B Lender shall have the right to refuse all or a portion of such prepayment allocable to its Term Loan B, and such amount so refused shall be applied to prepay the Term Loan A.owing.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to clauses (b)(iiSections 2.3(b)(ii), (b)(iii), iii) or (b)(iviv) above shall be applied as follows: first, to Fees reasonable fees and reimbursable expenses of each Agent and Co-Collateral Agents then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on each prepayment of the Loans on a pro rata basisSwing Line Advances until paid in full; third, to prepay the scheduled installments of each prepayment of the Loans on a pro rata basis Revolving Credit Advances until paid in inverse order full (provided, however, that any Net Cash Proceeds of maturityany asset Disposition of, until each or any casualty or condemnation event relating to, the Eligible Corporate Aircraft or the Eligible Real Estate shall be applied first to the prepayment of the Term Loans shall have been prepaid Revolver 1 Credit Advances until paid in full and then to the Revolver 2 Credit Advances until paid in full); and fourth, to the principal balance of the Swing Line Loan until the same shall have been repaid in full; fifth, to the replace outstanding principal balance of Revolving Credit Advances which are Index Rate Loans first, then to those which are LIBOR Rate Loans, until the same shall have been paid in full; and 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 and/or deposit an amount in cash collateralized in a cash collateral account established with Agent for the manner set forth in Annex B. Each benefit of Lenders on terms and conditions satisfactory to Agent. To the extent there are no outstanding Revolving Loan Credit Advances, Swing Line Advances and Letters of Credit at the time such prepayments are due to be paid pursuant to Sections 2.3(b)(ii), (iii) or (iv), all such payments shall be applied to the Term Loans, subject at all times to the Intercreditor Agreement. The Commitment and the Swing Line Commitment shall not be permanently reduced by the amount of all prepayments made by Borrowers pursuant to Sections 2.3(b)(ii)-(iv) to the extent applied pursuant to clauses third and fourth above. The application of any such prepaymentsprepayment pursuant to Section 2.3(b), shall be made, first, to Base Rate Loans and, second, to LIBOR Rate Loans. Notwithstanding Each prepayment of Loans under Section 2.3(b) shall be accompanied by accrued and unpaid interest to the foregoing, so long as the Term Loan A is outstanding, each Term B Lender shall have the right to refuse all or a portion date of such prepayment allocable to its Term Loan B, and such on the amount so refused shall be applied to prepay the Term Loan A.prepaid.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to clauses Section 2.3(b)(ii) (b)(iiother than as a result of a disposition of Revolver Primary Collateral or the receipt of any Asset Purchase Adjustment Payment) or Sections 2.3(b)(iii), (b)(iii), iv) or (b)(ivv) above shall be applied as follows: first, to Fees and reimbursable expenses of each Agent the Agents then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on each of the Loans on a pro rata basisTerm Loan and all fees payable pursuant to Section 2.7(c); third, to prepay the scheduled installments of each of the Loans on a pro rata basis in inverse order of maturity, until each principal of the Term Loans shall have been prepaid in fullLoan; fourth, to interest then due and payable on Revolving Credit Advances made to that Borrower; fifth, to the principal balance of the Swing Line Loan Revolving Credit Advances until the same shall have been repaid in full; fifth, to the outstanding principal balance of Revolving Credit Advances which are Index Rate Loans first, then to those which are LIBOR Rate Loans, until the same shall have has been paid in full; and sixth, to any Letter of Credit Obligations, Obligations to provide cash collateral therefor therefore in the manner set forth in Annex BSection 2.2, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Each Section 2.2 (it being agreed and understood that all remaining amounts shall be applied in the manner set forth in Section 2.9). Any prepayments made by any Borrower pursuant to Section 2.3(b)(ii) arising as a result of a disposition of Accounts and/or Revolver Primary Collateral or the receipt of any Asset Purchase Adjustment Payment 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 Revolving Credit Advances; third, to the principal balance of Revolving Credit Advances until the same has been paid in full; fourth, to any Letter of Credit Obligations to provide cash collateral therefore in the manner set forth in Section 2.2, until all Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Section 2.2; fifth, to interest then due and payable on the Term Loan; and sixth, to prepay the principal of the Term Loan (it being agreed and understood that all remaining amounts shall be applied in the manner set forth in Section 2.9). The Revolving Loan Commitment and the Swing Line Commitment shall not be permanently reduced by the amount of any such prepayments. Notwithstanding Proceeds of the foregoingsale of the Crude Gathering System shall, so long as upon the Term Loan A is outstanding, Agents' receipt of a written notice executed by each Term B Lender shall have and received by the right Agents prior to refuse all or a portion the Agents' receipt of such prepayment allocable to its Term Loan Bproceeds, and such amount so refused shall be applied to prepay all other amounts set forth above (and otherwise in the order set forth above) other than the principal of the Term Loan A.Loan.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower or Credit Party pursuant to clauses (b)(ii), (b)(iii), Section 1.3(b)(ii) or (b)(iviii) above shall be applied as follows: firstFIRST, to Fees and reimbursable expenses of each Agent then due and payable pursuant to any of the Loan Documents; secondSECOND, to Fees and any other fees and reimbursable expenses of Lenders then due and payable pursuant to any of the Loan Documents; THIRD, to interest then due and payable on each of the Loans on a pro rata basisSwing Line Loan; third, to prepay the scheduled installments of each of the Loans on a pro rata basis in inverse order of maturity, until each of the Term Loans shall have been prepaid in full; fourthFOURTH, to the principal balance of the Swing Line Loan until the same shall have has been repaid in full; fifthFIFTH, to interest then due and payable on the Revolving Credit Advances; SIXTH, to the outstanding principal balance of the Revolving Credit Advances which are Index Rate Loans first, then to those which are LIBOR Rate Loans, until the same shall have has been paid in full; and sixthSEVENTH, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex BB and LAST to any other Obligations. So long as no Event of Default is outstanding, until all the Borrowers may direct that any such Letter of Credit Obligations have been fully cash collateralized in prepayments be applied to Index Rate Loans to the manner set forth in Annex B. Each of extent outstanding, rather than LIBOR Loans. Neither the Revolving Loan Commitment and nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Notwithstanding ; PROVIDED, that any prepayment made by any Borrower pursuant to Section 1.3(b)(iii) in connection with the foregoing, so long as issuance of Indebtedness shall also permanently reduce the Term Revolving Loan A is outstanding, each Term B Lender shall have Commitment by the right to refuse all or a portion amount of such prepayment allocable to its Term Loan B, and such amount so refused shall be applied to prepay the Term Loan A.prepayment.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower Borrowers pursuant to clauses (b)(iiSections 1.3(b)(ii), (b)(iii), ) or (b)(iv) above and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(b) or (c) and the Mortgage(s), respectively, shall be applied as follows: first, to Fees and reimbursable expenses of each Agent the Senior Agents (and GE Capital to the extent it is the sub-agent for the CapitalSource Agent) then due and payable pursuant to any of the Loan Documents and the CapitalSource Loan Documents, ratably based on their pro rata shares of such amounts; second, to interest and Fees then due and payable on each the Term Loan and the CapitalSource Term Loan (including without limitation any fee required under Section 1.9(d) of this Agreement and Section 1.9(d) the Loans on a CapitalSource Credit Agreement), allocated to the Term Lenders and the CapitalSource Lenders based upon their pro rata basisshares of such interest and Fees; third, to prepay the next four successive scheduled principal installments of each of the Loans Term Loan and the CapitalSource Term Loan, applied to such installments on a pro rata basis in inverse order of maturitybasis, until each fourth, to prepay the remaining scheduled principal installments of the Term Loans Loan and the CapitalSource Term Loan, applied to such installments on a pro rata basis, until the Term Loan and the CapitalSource Term Loan shall have been prepaid in full; fourthfifth, to interest and Fees then due and payable on the principal balance Revolving Loan, allocated to the Revolving Lenders based upon their pro rata shares of the Swing Line Loan until the same shall have been repaid in fullsuch interest and Fees; fifthsixth, to the outstanding principal balance of Revolving Credit the Advances which are Index Rate Loans first, then to those which are LIBOR Rate Loans, until the same shall have has been paid in full; and sixthseventh, 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. Each of the The Revolving Loan Commitment and the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Notwithstanding the foregoing, so long as the Term Loan A is outstanding, each Term B Lender shall have the right to refuse all or a portion of such prepayment allocable to its Term Loan B, and such amount so refused shall be applied to prepay the Term Loan A..

Application of Certain Mandatory Prepayments. Any Subject to the SREF Intercreditor Agreement and Section 5.15, any prepayments made by Borrower Borrowers pursuant to clauses (b)(ii), Section 1.3(b)(ii) or (b)(iii), or (b)(iv) above shall be applied as follows: first, to Fees and reimbursable expenses of each Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on each of the Loans on a pro rata basisSwing Line Loan; third, to prepay the scheduled installments of each of the Loans on a pro rata basis in inverse order of maturity, until each of the Term Loans shall have been prepaid in full; fourth, to the principal balance of the Swing Line Loan outstanding until the same shall have has been repaid in full; fourth, to interest then due and payable on Revolving Credit Advances; fifth, to the outstanding principal balance of Revolving Credit Advances which are Index Rate Loans first, then to those which are LIBOR Rate Loans, outstanding until the same shall have has been paid in full; provided that payments shall first be applied to any Index Rate Loan and next to any LIBOR Loan; sixth, 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. Each B; seventh, to interest then due and payable on the Term Loan; and eighth, to the principal balance of the Term Loan; and upon satisfaction in full of all Obligations, to Borrowers; provided, however, the Term Lenders (as a whole) may elect, by written notice to Agent prior to the date of any mandatory prepayment of the Term Loan from proceeds of any asset disposition, sale of Stock, casualty event or condemnation referenced in Section 1.3(b)(ii), (iii) or 1.3(d), to decline such mandatory prepayment of the Term Loans; and provided, further, if the Term Lenders do not decline such mandatory prepayment, then Borrowers shall not be required to pay any fee pursuant to Section 1.9(c). Neither the Revolving Loan Commitment and nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Notwithstanding the foregoing, so long as the Term Loan A is outstanding, each Term B Lender shall have the right to refuse all or a portion of such prepayment allocable to its Term Loan B, and such amount so refused shall be applied to prepay the Term Loan A..

Application of Certain Mandatory Prepayments. Any (i) If the 2005 Equity Raise has not yet occurred or does not occur, any prepayments made by Borrower pursuant to clauses (b)(ii), (b)(iii), or (b)(ivSection 1.3(b)(ii) above arising from any asset disposition by any US Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any US Credit Party shall be paid and applied as follows: (A) an amount equal to 50% of such proceeds shall be paid and applied first, by US Borrower to Fees and reimbursable expenses of each Agent pay interest then due and any payable pursuant to any of on the Loan DocumentsUS Term Loan; second, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; third, by European Borrower to pay interest then due and payable on each of the Loans on a pro rata basisEuropean Term Loan; thirdfourth, by European Borrower to prepay the scheduled principal installments of each of the Loans on a pro rata basis European Term Loan in inverse order of maturity, maturity until each of the Term Loans shall have been prepaid in full; fourthfifth, , by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law; and (B) an amount equal to 50% of such proceeds shall be paid and applied first, by US Borrower to pay interest then due and payable on the US Swing Line Loan; second, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; third, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; fourth, by US Borrower to prepay the same shall have been repaid principal balance of the US Revolving Credit Advances until paid in full; fifth, to the outstanding principal balance of Revolving Credit Advances which are Index Rate Loans first, then to those which are LIBOR Rate Loans, until the same shall have been paid in full; and sixth, to any Letter of Credit Obligations, by US Borrower to provide cash collateral therefor in the manner set forth in Annex BB for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized collateralized; sixth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; seventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; eighth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, ninth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; tenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; eleventh, by European Borrower to provide cash collateral in the manner set forth in Annex B. Each B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. If the 2005 Equity Raise has occurred, any prepayments pursuant to Section 1.3(b)(ii) above arising from any asset disposition by any US Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any US Credit Party shall be paid and applied as follows: first, by US Borrower to pay interest then due and payable on the US Swing Line Loan; second, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; third, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; fourth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fifth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; sixth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; seventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; eighth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, ninth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; tenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; eleventh, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. If, when and to the extent Innovations and/or any of its Subsidiaries is required to use the proceeds of Asset Sales (as such term is defined in the Indenture) to repay the Revolving Loans and permanently reduce the availability of the Revolving Loan Commitments, the European Revolving Loan Commitment shall be so reduced to the extent the proceeds of such Asset Sale were applied to the European Revolving Loan and the Swing Line US Revolving Loan Commitment shall be so reduced to the extent the proceeds of such Asset Sale were applied to the US Revolving Loan. Otherwise, none of the US Revolving Loan Commitment or the European Revolving Loan Commitment shall be permanently reduced by the amount of any such prepayments. Notwithstanding the foregoing, so long as the Term Loan A is outstanding, each Term B Lender shall have the right to refuse all or a portion of such prepayment allocable to its Term Loan B, and such amount so refused shall be applied to prepay the Term Loan A.prepayment.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to clauses Sections 1.3(b)(ii) or (b)(iib)(iii)above and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(b) or (c) and the Mortgage(s), (b)(iii)respectively, or (b)(iv) above shall be applied as follows: first, to Fees and reimbursable expenses of each Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on each of the Loans on a pro rata basisTerm Loan A; third, to prepay the scheduled principal installments of each of the Loans on a pro rata basis Term Loan A in inverse order of maturity, until each of the such Term Loans Loan A shall have been prepaid in full; fourth, to interest then due and payable on the principal balance of the Swing Line Loan until the same shall have been repaid in fullRevolving Credit Advances; fifth, to the outstanding principal balance of Revolving Credit Advances which are Index Rate Loans first, then to those which are LIBOR Rate Loans, until the same shall have has been paid in full; and 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. Each B; provided, however, that if an Event of Default has occurred and is continuing, such prepayment occurs other than through the exercise of remedies pursuant to the terms of the Loan Documents and the Requisite Revolving Lenders so elect, any such prepayments 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 A and Revolving Loan; third, to prepay the Term Loan A and the Revolving Loan, applied pro rata to scheduled principal installments of the Term Loan A, and applied to Revolving Credit Advances before application to provide cash collateral for any Letter of Credit Obligations in the manner set forth in Annex B. The Revolving Loan Commitment and the Swing Line Commitment shall not be permanently reduced by the amount of any such prepayments. Notwithstanding the foregoing, so long as the Term Loan A is outstanding, each Term B Lender shall have the right to refuse all or a portion of such prepayment allocable to its Term Loan B, and such amount so refused shall be applied to prepay the Term Loan A..

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to clauses (b)(iiSections 1.3(b)(iv), (b)(iiib)(v), (b)(vi) or (b)(ivb)(vii) above shall be applied as follows: first, to Fees and reimbursable expenses of each Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on each of the Loans on a Term Loan and CapEx Loan, pro rata basisbetween the Term Loan and CapEx Loan; third, to prepay the scheduled principal installments of each of on the Loans on a Term Loan and CapEx Loan, allocated pro rata basis between the Term Loan and CapEx Loan, and applied to principal installments in inverse order of maturity, until each of the such Term Loans Loan and CapEx Loan shall have been prepaid in full; and to the extent that any Event of Default has occurred and is continuing and the Requisite Revolving Lenders so elect, any remaining portion of such prepayments shall be applied as follows: fourth, to interest then due and payable on the Swing Line Loan; fifth, to the principal balance of the outstanding Swing Line Loan until the same shall have has been repaid in full; fifthsixth, to interest then due and payable on Revolving Credit Advances; seventh, to the outstanding principal balance of the outstanding Revolving Credit Advances which are Index Rate Loans first, then to those which are LIBOR Rate Loans, until the same shall have been paid in full; , and sixtheighth, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex BJ, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Each of the J. The Revolving Loan Commitment and the Swing Line Commitment shall be permanently reduced by the amount of any prepayments allocated as set forth in clauses fifth and seventh above, and to the extent that after giving effect to any such prepaymentsreduction in the Revolving Loan Commitment, the Swingline Commitment or the L/C Sublimit would exceed the Revolving Loan Commitment, the Swingline Commitment and/or the L/C Sublimit shall be reduced to the Revolving Loan Commitment. Promptly upon notice of, or receipt of any proceeds for, prepayment of the Loans under this Section 1.3(c), Agent shall notify the Lenders of the proposed allocation of such prepayment. Notwithstanding the foregoing, so long as the Term Loan A is outstandinganything in this Section 1.3(c), each Term B Lender shall have the right to refuse all or waive any portion of the prepayment to be allocated to the principal amount of such Lender's Term Loan (if any) by notifying Agent of its election in writing no later than one Business Day after receipt of Agent's notice. Failure of a portion Lender to notify Agent of any waiver of such prepayment allocable to its Term Loan B, and within such amount so refused time period shall be applied deemed to prepay be acceptance thereof. To the extent that (i) one or more Lenders waive all or any portion of any prepayment to be allocated to the principal amount of the Term Loan A.Loans under this Section 1.3(c), or (ii) any proceeds remain after allocating any prepayment in the manner set forth above (collectively, the "Waived Prepayments"), such proceeds shall be retained by or returned to Borrower.

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to clauses (b)(ii), Sections 1.3(b)(ii) or (b)(iii), or (b)(iv) above or Section 1.3(d) below shall be applied as follows: first, to Fees and reimbursable expenses prepay the scheduled principal installments of each Agent then due and payable pursuant to any that Borrower's Ratable Share of the Term A Loan Documentsin inverse order of maturity, until such Ratable Share has been prepaid in full; second, to interest then due and payable on each the Ratable Share(s) of the Loans on a Term A Loan of each other Borrower, pro rata basisrata, to prepay the scheduled principal installments of the Ratable Share(s) of the Term A Loan of such other Borrowers in inverse order of maturity, until such Ratable Share(s) have been prepaid in full; third, to prepay the scheduled principal installments of each that Borrower's Ratable Share of the Loans on a pro rata basis Term B Loan in inverse order of maturity, until each of maturity (and such prepayment shall be allocated pro rata among the Term B-1 Loans shall have and Term B-2 loans based upon the percentage obtained by dividing the outstanding principal amount of such B-1 Loan or Term B-2 Loan, as applicable, by the aggregate outstanding principal amounts of all Term B Loans) until such Ratable Share has been prepaid in full; fourth, to the principal balance Ratable Share(s) of the Swing Line Term B Loan of each other Borrower, pro rata, to prepay the scheduled principal installments of the Ratable Share(s) of the Term B Loan of such other Borrowers in inverse order of maturity (and such prepayment shall be allocated pro rata among the Term B-1 Loans and Term B-2 loans based upon the percentage obtained by dividing the outstanding principal amount of such B-1 Loan or Term B-2 Loan, as applicable, by the aggregate outstanding principal amounts of all Term B Loans) until the same shall such Ratable Share(s) have been repaid prepaid in full; fifth, to the outstanding principal balance of Revolving Credit Advances which are Index Rate Loans first, then outstanding to those which are LIBOR Rate Loans, that Borrower until the same shall have has been paid in full; and 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. Each B; seventh, to the principal balance of the Revolving Loan Commitment Credit Advances made to each other Borrower, pro rata, until the same has been paid in full; and eighth, to any Letter of Credit Obligations of each other Borrower, pro rata, to provide cash collateral therefor in the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Notwithstanding the foregoing, so long as the Term Loan A is outstanding, each Term B Lender shall have the right to refuse all or a portion of such prepayment allocable to its Term Loan manner set forth in Annex B, and until all such amount so refused shall be applied to prepay the Term Loan A.Letter of Credit Obligations have been fully cash collateralized.

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to clauses (b)(iiSections 1.3(b)(ii), (b)(iii), or (b)(iv) above shall be applied as follows: first, to Fees and reimbursable expenses of each Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on each of the Loans on a pro rata basisSwing Line Loan; third, to prepay the scheduled installments of each of the Loans on a pro rata basis in inverse order of maturity, until each of the Term Loans shall have been prepaid in full; fourth, to the principal balance of the Swing Line Loan until the same shall have has been repaid in full; fourth, to interest then due and payable on the Revolving Credit Advances; fifth, to the t he outstanding principal balance of Revolving Credit Advances which are Index Rate Loans first, then to those which are LIBOR Rate Loans, until the same shall have has been paid in full; and 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. Each of the The Revolving Loan Commitment and the Swing Line Commitment shall be permanently reduced by the amount of all prepayments made by Borrower pursuant to Section 1.3(b)(ii) and Section 1.3(b)(iv). Neither the Revolving Loan Commitment nor the Swing Line Commitment shall be permanently reduced by the amount of any prepayments made by Borrower pursuant to Sections 1.3(b)(iii). (d) Application of Prepayments from Insurance Proceeds and Condemnation Proceeds. Prepayments from insurance or condemnation proceeds in accordance with Section 5.4(c) and the Mortgage(s), respectively, shall be applied as follows: insurance proceeds from casualties or losses to cash, Inventory or Equipment, Fixtures and Real Estate (other than the Montvale Property) shall be applied first, to the Swing Line Loans and, second, to the Revolving Credit Advances. Neither the Revolving Loan Commitment nor the Swing Line Loan Commitment shall be permanently reduced by the amount of any such prepayments. Notwithstanding If the foregoing, so long as the Term Loan A is outstanding, each Term B Lender shall have the right to refuse all precise amount of insurance or a portion of such prepayment condemnation proceeds allocable to its Term Loan BInventory as compared to Equipment, Fixtures and such amount so refused Real Estate are not otherwise determined, the allocation and application of those proceeds shall be applied determined by Agent, subject to prepay the Term Loan A.approval of Requisite Lenders. (e)

Application of Certain Mandatory Prepayments. Any Subject to the provisions of Section 1.18 , any prepayments made by any Borrower pursuant to clauses Sections 1.3 (b)(ii)b) (iii) , (b)(iii), b) (iv) or (b)(ivb) (v) above shall be applied to the Obligations owing by that Borrower as follows: firstfirst , to Fees and reimbursable expenses of each Administrative Agent, European Loan Agent and/or Fronting Lender then due and payable pursuant to any of the Loan DocumentsDocuments owed to such parties by the applicable Borrower; secondsecond , in the case of U.S. Borrower, to interest then due and payable on each the Swing Line Loan; third , in the case of the Loans on a pro rata basis; third, to prepay the scheduled installments of each of the Loans on a pro rata basis in inverse order of maturity, until each of the Term Loans shall have been prepaid in full; fourthU.S. Borrower, to the principal balance of the Swing Line Loan outstanding until the same shall have has been repaid in full; fifthfourth , to interest then due and payable on European Revolving Credit Advances (and, in that case, first to interest on the European Revolving Credit Advances excluding the Participation Fee and second to the Participation Fee) or U.S. Revolving Credit Advances, as applicable, to such Borrower; fifth , to the outstanding principal balance of European Revolving Credit Advances which are Index Rate Loans firstor U.S. Revolving Credit Advances, then as applicable, to those which are LIBOR Rate Loans, such Borrower outstanding until the same shall have has been paid in full; and sixthsixth , to any European Letter of Credit Obligations or U.S. Letter of Credit Obligations, as applicable, of Borrowers to provide cash collateral therefor in the manner set forth in Annex BB , until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B. Each B provided , that no such cash-collateralization shall be required to the extent the applicable Borrower(s) have Borrowing Availability (before giving effect to such Letter of Credit Obligations) in excess of the amount of such Letter of Credit Obligations and no Event of Default has occurred and is continuing; and last , in the case of U.S. Borrower, to European Obligations in such order as Administrative Agent elects. Any proceeds which remain following application of such proceeds shall be returned to the applicable Borrower. Neither any Revolving Loan Commitment and nor the Swing Line Commitment shall be permanently reduced by the amount of any such prepayments. Notwithstanding the foregoing, so long as the Term Loan A is outstanding, each Term B Lender shall have the right to refuse all or a portion of such prepayment allocable to its Term Loan B, and such amount so refused shall be applied to prepay the Term Loan A..

Application of Certain Mandatory Prepayments. Any prepayments made by any Borrower pursuant to clauses (b)(ii), ) or (b)(iii), or (b)(iv) above shall be applied as follows: first, to Fees and reimbursable expenses of each Agent then due and payable pursuant to any of the Loan Documents; second, in the case of Verdant, to interest then due and payable on each of the Loans on a pro rata basisTerm Loan; third, to prepay the scheduled installments of each of the Loans interest then due and payable on a pro rata basis in inverse order of maturity, until each of the Term Loans shall have been prepaid in fullsuch Borrower's Swing Line Loan; fourth, to the principal balance of the Swing Line Loan outstanding to such Borrower until the same shall have been repaid in full; fifth, to interest then due and payable on Revolving Credit Advances made to such Borrower; sixth, to the outstanding principal balance of Revolving Credit Advances which are Index Rate Loans first, then outstanding to those which are LIBOR Rate Loans, such Borrower until the same shall have been paid in full; and sixthseventh, 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. Each B; eighth, in the case of each Borrower other than Verdant, to interest then due and payable on the Revolving Loan Commitment and Term Loan; ninth, if the Swing Line Commitment shall be is permanently reduced by the amount of any such prepayments. Notwithstanding prepayment, to interest then due and payable on the foregoingSwing Line Loan of each other Borrower, so long as pro rata, tenth, if the Swing Line Commitment is permanently reduced by the amount of such prepayment, to the principal balance of the Swing Line Loan outstanding to each other Borrower, pro rata, until the same shall have been repaid in full; eleventh, if the Revolving Loan Commitment is permanently reduced by the amount of such prepayment, to interest then due and payable on the Revolving Credit Advances outstanding to each other Borrower, pro rata; twelfth, if the Revolving Loan Commitment is permanently reduced by the amount of such prepayment, to the principal balance of the Revolving Credit Advances made to each other Borrower, pro rata, until the same shall have been paid in full; thirteenth, to prepay the scheduled installments of the Term Loan A is outstandingin inverse order of maturity, each Term B Lender until such Loan shall have been prepaid in full; fourteenth, if the right Swing Line Commitment is not permanently reduced by the amount of such prepayment, to refuse interest then due and payable on the Swing Line Loan of each other Borrower, pro rata, fifteenth, if the Swing Line Commitment is not permanently reduced by the amount of such prepayment, to the principal balance of the Swing Line Loan outstanding to each other Borrower, pro rata, until the same shall have been repaid in full; sixteenth, if the Revolving Loan Commitment is not permanently reduced by the amount of such prepayment, to interest then due and payable on the Revolving Credit Advances outstanding to each other Borrower, pro rata; seventeenth, if the Revolving Loan Commitment is not permanently reduced by the amount of such prepayment, to the principal balance of the Revolving Credit Advances made to each other Borrower, pro rata, until the same shall have been paid in full; and 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 or a such Letter of Credit Obligations have been fully cash collateralized. To the extent practicable, prepayments of the Loans pursuant to this clause (c) shall be applied, with any particular Loan, first, to that portion of such prepayment allocable Loan constituting Index Rate Loans and, thereafter, to its Term that portion of such Loan B, and such amount so refused shall be applied constituting LIBOR Loans (with application to prepay the Term Loan A.Interest Periods in a manner which would minimize LIBOR funding breakage costs payable under Section 1.13(b)).

Application of Certain Mandatory Prepayments. Any prepayments made by Borrower pursuant to clauses (b)(iiSections 1.3(b)(iv), (b)(iiib)(v), (b)(vi) or (b)(ivb)(vii) above shall be applied as follows: first, to Fees and reimbursable expenses of each Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on each of the Loans on a Term Loan and CapEx Loan, pro rata basisbetween the Term Loan and CapEx Loan; third, to prepay the scheduled principal installments of each of on the Loans on a Term Loan and CapEx Loan, allocated pro rata basis between the Term Loan and CapEx Loan, and applied to principal installments in inverse order of maturity, until each of the such Term Loans Loan and CapEx Loan shall have been prepaid in full; and to the extent that any Event of Default has occurred and is continuing and the Requisite Revolving Lenders so elect, any remaining portion of such prepayments shall be applied as follows: fourth, to interest then due and payable on the Swing Line Loan; fifth, to the principal balance of the outstanding Swing Line Loan until the same shall have has been repaid in full; fifthsixth, to interest then due and payable on Revolving Credit Advances; and seventh, to the outstanding principal balance of the outstanding Revolving Credit Advances which are Index Rate Loans first, then to those which are LIBOR Rate Loans, until the same shall have been paid in full; and 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. Each of the . The Revolving Loan Commitment and the Swing Line Commitment shall be permanently reduced by the amount of any prepayments allocated as set forth in clauses fifth and seventh above, and to the extent that the after giving effect to any such prepaymentsreduction in the Revolving Loan Commitment, the Swingline Commitment would exceed the Revolving Loan Commitment, the Swingline Commitment shall be reduced to the Revolving Loan Commitment. Promptly upon notice of, or receipt of any proceeds for, prepayment of the Loans under this Section 1.3(c), Agent shall notify the Lenders of the proposed allocation of such prepayment. Notwithstanding the foregoing, so long as the Term Loan A is outstandinganything in this Section 1.3(c), each Term B Lender shall have the right to refuse all or waive any portion of the prepayment to be allocated to the principal amount of such Lender's Term Loan (if any) by notifying Agent of its election in writing no later than one Business Day after receipt of Agent's notice. Failure of a portion Lender to notify Agent of any waiver of such prepayment allocable to its Term Loan B, and within such amount so refused time period shall be applied deemed to prepay be acceptance thereof. To the extent that (i) one or more Lenders waive all or any portion of any prepayment to be allocated to the principal amount of the Term Loan A.Loans under this Section 1.3(c), or (ii) any proceeds remain after allocating any prepayment in the manner set forth above (collectively, the "Waived Prepayments"), Borrower shall apply the Waived Prepayments to the repayment of the Second Lien Loan.