Common use of Application of Certain Mandatory Prepayments Clause in Contracts

Application of Certain Mandatory Prepayments. (i) 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 in an amount equal to 100% of such proceeds as follows: first, by US Borrower to pay interest then due and payable on the US Term Loan until paid in full; 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 US Borrower to pay interest then due and payable on the US Swing Line Loan until paid in full; fourth, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; fifth, by US Borrower to pay interest then due and payable on US Revolving Credit Advances until paid in full; sixth, by US Borrower to prepay the US Revolving Credit Advances and Swap Obligations on a ratable basis based on the amount of such US Revolving Credit Advances then outstanding and such Eligible Swap Obligations then due and payable until paid in full; seventh, 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; eighth, by European Borrower to pay interest then due and payable on the European Swing Line Loan until paid in full; ninth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, tenth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances until paid in full; eleventh, by European Borrower to prepay European Revolving Credit Advances until paid in full; twelfth, 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 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 prepayment. (ii) Any prepayments pursuant to Section 1.3(b)(iii) above arising from any asset disposition by any European Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any European Credit Party shall be paid and applied in an amount equal to 100% of such proceeds as follows: first, by US Borrower to pay any interest then due and payable on the US Term Loan until paid in full; 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 the European Swing Line Loan until paid in full; fourth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full; fifth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances until paid in full; sixth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; seventh, 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; eighth, by US Borrower to pay interest then due and payable on the US Swing Line Loan until paid in full; ninth, by US Borrower to prepay the principal balance of the Swing Line Loan until paid in full; tenth, by US Borrower to pay interest then due and payable on US Revolving Credit Advances until paid in full; eleventh, by US Borrower to prepay the US Revolving Credit Advances and Swap Obligations on a ratable basis based on the amount of such US Revolving Credit Advances then outstanding and such Eligible Swap Obligations then due and payable until paid in full; twelfth, 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; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments or US Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments except as otherwise provided in the penultimate sentence of clause (i). (iii) Any prepayments of any Equity Prepayment Amount pursuant to Section 1.3(b)(iv) shall be paid and applied as follows: (A) an amount equal to 33 1/3% of such Equity Prepayment Amount shall be paid and applied first, by US Borrower to pay interest then due and payable on the US 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 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 66 2/3% of such Equity Prepayment Amount shall be paid and applied first, by US Borrower and European Borrower, as applicable, to pay interest then due and payable on the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the US Swing Line Loan interest and the European Swing Line Loan interest based on the amount of each such interest then outstanding until paid in full; second, by US Borrower and European Borrower, as applicable, to prepay the principal balance of the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the principal balance of the US Swing Line Loan and the principal balance of the European Swing Line Loan based on the amount of each such principal amount then outstanding until paid in full; third, by US Borrower and European Borrower, as applicable, to pay interest then due and payable on the US Revolving Credit Advances and the European Revolving Credit Advances, such amount to be payable on a ratable basis to the US Revolving Loan interest and the European Revolving Loan interest based on the amount of each such interest then outstanding until paid in full; fourth, by US Borrower and European Borrower, as applicable, to prepay the US Revolving Credit Advances and the European Revolving Credit Advances, such amount to be payable on a ratable basis to the principal balance of the US Revolving Credit Advances and the principal balance of the European Revolving Credit Advances based on the amount of each such principal amount then outstanding until paid in full; fifth, by US Borrower and European Borrower, as applicable, to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on behalf of each such Borrower, such amount to be provided on a ratable basis based on the Letter of Credit Obligations incurred on behalf of each such Borrower then outstanding 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. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (iv) Any prepayments pursuant to Section 1.3(b)(v) and Section 1.3(b)(vii) above shall be paid and applied as follows: first, by US Borrower to pay interest then due and payable on the US Term Loan until paid in full; 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 US Borrower and European Borrower, as applicable, to pay interest then due and payable on the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the US Swing Line Loan interest and the European Swing Line Loan interest based on the amount of each such interest then outstanding until paid in full; fourth, by US Borrower and European Borrower, as applicable, to prepay the principal balance of the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the principal balance of the US Swing Line Loan and the principal balance of the European Swing Line Loan based on the amount of each such principal amount then outstanding until paid in full; fifth, by US Borrower and European Borrower, as applicable, to pay interest then due and payable on the US Revolving Credit Advances and the European Revolving Credit Advances, such amount to be payable on a ratable basis to the US Revolving Loan interest and the European Revolving Loan interest based on the amount of each such interest then outstanding until paid in full; sixth, by US Borrower and European Borrower, as applicable, to prepay the European Revolving Credit Advances and prepay (or pay in the case of the Eligible Swap Obligations then due and payable) the US Revolving Credit Advances and Swap Obligations, such payment to be allocated as follows: (1) to the European Revolving Credit Advances in an amount equal to the product of (x) 100% of the applicable prepayment amount being made at such time pursuant to this item sixth and (y) a fraction, the numerator of which is equal to the amount of the European Revolving Credit Advances then outstanding and the denominator of which is equal to the sum of the European Revolving Credit Advances then outstanding and the US Revolving Credit Advances and Swap Obligations; and (2) the remainder of such prepayment being made at such time pursuant to this item sixth to the US Revolving Credit Advances then outstanding and the Eligible Swap Obligations then due and payable, such amount to be paid on a ratable basis based on the amount of such US Revolving Credit Advances then outstanding and Eligible Swap Obligations then due and payable until paid in full; seventh, by US Borrower and European Borrower, as applicable, to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on behalf of each such Borrower, such amount to be provided on a ratable basis based on the Letter of Credit Obligations incurred on behalf of each such Borrower then outstanding 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. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (v) [Intentionally Omitted.] (vi) [Intentionally Omitted.] (vii) [Intentionally Omitted.] (viii) Any prepayments required in this Section 1.3(c) shall be applied first to the repayment of Index Rate Loans of the type of Loan required to be prepaid and then to LIBOR Rate Loans. In the event any LIBOR Rate Loans are required to be prepaid pursuant to this Section 1.3(c), payments may be made to a cash collateral account held by Agent and applied to the Loans at the end of the applicable LIBOR Period. Loans repaid with proceeds held in the cash collateral account shall not be deemed repaid until such amounts are actually applied to the payment of the Loans.”

Application of Certain Mandatory Prepayments. (i) Any prepayments pursuant to Section 1.3(b)(ii) above arising from any asset disposition by any US Credit Party and by, any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of of, any US Credit Party Party, and any prepayments pursuant to Section 5.4(d), shall be paid made and applied in an amount equal to 100% of such proceeds as follows: first, by US Borrower to pay interest then due and payable on the US Term Loan until paid in full; second, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; thirdsecond, by US European Borrower to pay interest then due and payable on prepay the US Swing Line scheduled principal installments of the European Term Loan in inverse order of maturity until paid prepaid in full; fourththird, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; fifth, by US Borrower to pay interest then due and payable on US Revolving Credit Advances until paid in full; sixth, by US Borrower to prepay the US Revolving Credit Advances and Swap Obligations on a ratable basis based on the amount of such US Revolving Credit Advances then outstanding and such Eligible Swap Obligations then due and payable until paid in full; seventhfourth, 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; eighth, by European Borrower to pay interest then due and payable on the European Swing Line Loan until paid in full; ninthfifth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, tenth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances until paid in full; eleventh, by European Borrower to prepay European Revolving Credit Advances until paid in full; twelfthsixth, 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 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 None of the US Revolving Loan Commitment Commitments or the European Revolving Loan Commitment Commitments shall be permanently reduced by the amount of any such prepaymentprepayments. (ii) Any prepayments pursuant to Section 1.3(b)(iii) above arising from any asset disposition by any European Credit Party by, and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of of, any European Credit Party shall be paid made and applied in an amount equal to 100% of such proceeds as follows: first, by US Borrower to pay any interest then due and payable on the US Term Loan until paid in full; second, by US European Borrower to prepay the scheduled principal installments of the US European Term Loan in inverse order of maturity until prepaid in full; third, by European Borrower to pay interest then due and payable on the European Swing Line Loan until paid in full; fourth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full; fifth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances until paid in full; sixthsecond, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; sevenththird, 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; eighthand any excess shall be returned to European Borrower or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (iii) Any prepayments pursuant to Sections 1.3(b)(iv) above shall be made and applied as follows: first, by US Borrower to pay interest then due and payable on prepay the scheduled principal installments of the US Swing Line Term Loan in inverse order of maturity until paid prepaid in full; ninthsecond, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; third, by US Borrower to prepay the principal balance of the Swing Line Loan until paid in full; tenth, by US Borrower to pay interest then due and payable on US Revolving Credit Advances until paid in full; eleventh, by US Borrower to prepay the US Revolving Credit Advances and Swap Obligations on a ratable basis based on the amount of such US Revolving Credit Advances then outstanding and such Eligible Swap Obligations then due and payable until paid in full; twelfthfourth, 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; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments or US Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments except as otherwise provided in the penultimate sentence of clause (i). (iii) Any prepayments of any Equity Prepayment Amount pursuant to Section 1.3(b)(iv) shall be paid and applied as follows: (A) an amount equal to 33 1/3% of such Equity Prepayment Amount shall be paid and applied firstfifth, by US Borrower to pay interest then due and payable on the US Term Loan; second, by US European Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; third, 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 66 2/3% of such Equity Prepayment Amount shall be paid and applied first, by US Borrower and European Borrower, as applicable, to pay interest then due and payable on the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the US Swing Line Loan interest and the European Swing Line Loan interest based on the amount of each such interest then outstanding until paid in full; second, by US Borrower and European Borrower, as applicable, to prepay the principal balance of the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the principal balance of the US Swing Line Loan and the principal balance of the European Swing Line Loan based on the amount of each such principal amount then outstanding until paid in full; third, by US Borrower and European Borrower, as applicable, to pay interest then due and payable on the US Revolving Credit Advances and the European Revolving Credit Advances, such amount to be payable on a ratable basis to the US Revolving Loan interest and the European Revolving Loan interest based on the amount of each such interest then outstanding until paid in full; fourth, by US Borrower and European Borrower, as applicable, to prepay the US Revolving Credit Advances and the European Revolving Credit Advances, such amount to be payable on a ratable basis to the principal balance of the US Revolving Credit Advances and the principal balance of the European Revolving Credit Advances based on the amount of each such principal amount then outstanding until paid in full; fifthsixth, by US European Borrower and European Borrower, as applicable, to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on behalf of each such Borrowerits behalf, such amount to be provided on a ratable basis based on the Letter of Credit Obligations incurred on behalf of each such Borrower then outstanding 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. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (iv) Any prepayments pursuant to Section Sections 1.3(b)(v) and Section 1.3(b)(vii) above shall be paid made and applied as follows: first, by US Borrower to pay interest then due and payable on the US Term Loan until paid in full; second, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; second, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; third, by US Borrower and European Borrower, as applicable, to pay interest then due and payable on prepay the principal balance of the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the US Swing Line Loan interest and the European Swing Line Loan interest based on the amount of each such interest then outstanding Revolving Credit Advances until paid in full; fourth, by US Borrower and European Borrower, as applicable, to prepay the principal balance of the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the principal balance of the US Swing Line Loan and the principal balance of the European Swing Line Loan based on the amount of each such principal amount then outstanding until paid in full; fifth, by US Borrower and European Borrower, as applicable, to pay interest then due and payable on the US Revolving Credit Advances and the European Revolving Credit Advances, such amount to be payable on a ratable basis to the US Revolving Loan interest and the European Revolving Loan interest based on the amount of each such interest then outstanding until paid in full; sixth, by US Borrower and European Borrower, as applicable, to prepay the European Revolving Credit Advances and prepay (or pay in the case of the Eligible Swap Obligations then due and payable) the US Revolving Credit Advances and Swap Obligations, such payment to be allocated as follows: (1) to the European Revolving Credit Advances in an amount equal to the product of (x) 100% of the applicable prepayment amount being made at such time pursuant to this item sixth and (y) a fraction, the numerator of which is equal to the amount of the European Revolving Credit Advances then outstanding and the denominator of which is equal to the sum of the European Revolving Credit Advances then outstanding and the US Revolving Credit Advances and Swap Obligations; and (2) the remainder of such prepayment being made at such time pursuant to this item sixth to the US Revolving Credit Advances then outstanding and the Eligible Swap Obligations then due and payable, such amount to be paid on a ratable basis based on the amount of such US Revolving Credit Advances then outstanding and Eligible Swap Obligations then due and payable until paid in full; seventh, by US Borrower and European Borrower, as applicable, to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on behalf its behalf, until all such Letter of each such BorrowerCredit Obligations have been fully cash collateralized; fifth, such amount by European Borrower to be provided on a ratable basis based on prepay the principal balance of the European Revolving Credit Advances until paid in full; sixth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on behalf of each such Borrower then outstanding 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. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (v) [Intentionally OmittedAny prepayments pursuant to Sections 1.3(b)(vi) above shall be made and applied as follows: first, by European Borrower to prepay the scheduled principal installments of the European Term Loan pro rata until prepaid in full; second, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; third, 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 European Borrower or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments.] (vi) [Intentionally OmittedAny prepayments pursuant to Sections 1.3(b)(vii) above shall be made and applied as follows: first, by US Borrower to prepay the scheduled principal installments of the US Term Loan pro rata until prepaid in full; second, by European Borrower to prepay the scheduled principal installments of the European Term Loan pro rata until prepaid in full; third, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fourth, 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; fifth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; sixth, 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.] (vii) [Intentionally Omitted.] (viii) Any prepayments required in this Section 1.3(c) shall be applied first to the repayment of Index Rate Loans of the type of Loan required to be prepaid and then to LIBOR Rate Loans. In the event any LIBOR Rate Loans are required to be prepaid pursuant to this Section 1.3(c), payments may be made to a cash collateral account held by Agent and applied to the Loans at the end of the applicable LIBOR Period. Loans repaid with proceeds held in the cash collateral account shall not be deemed repaid until such amounts are actually applied to the payment of the Loans.”

Application of Certain Mandatory Prepayments. (i) Any prepayments pursuant to Section SECTION 1.3(b)(ii) above arising from any asset disposition by any US Credit Party by, and any prepayments pursuant to Section SECTION 5.4(c) arising from any casualty or condemnation proceeds with respect to property of of, any US Credit Party shall be paid made and applied in an amount equal to 100% of such proceeds as follows: first, by US Borrower to pay interest then due and payable on the US Term Loan until paid in full; secondFIRST, 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 US Borrower to pay interest then due and payable on the US Swing Line Loan until paid in full; fourth, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; fifth, by US Borrower to pay interest then due and payable on US Revolving Credit Advances until paid in full; sixth, by US Borrower to prepay the US Revolving Credit Advances and Swap Obligations on a ratable basis based on the amount of such US Revolving Credit Advances then outstanding and such Eligible Swap Obligations then due and payable until paid in full; seventh, 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; eighthSECOND, by European Borrower to pay interest then due and payable on prepay the scheduled principal installments of the European Swing Line Term Loan in inverse order of maturity until paid prepaid in full; ninthTHIRD, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, tenth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances until paid in full; eleventh, by European Borrower to prepay European Revolving Credit Advances until paid in full; twelfthand FOURTH, by European Borrower to provide cash collateral in the manner set forth in Annex ANNEX B for any Letter of Credit Obligations, until all such Letter of Credit Obligations have been fully cash collateralized. None of the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (ii) Any prepayments pursuant to SECTION 1.3(b)(iii) above arising from any asset disposition by, and any prepayments pursuant to SECTION 5.4(c) arising from any casualty or condemnation proceeds with respect to property of, any European Credit Party shall be made and applied as follows: FIRST, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; SECOND, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; THIRD, 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 European Borrower or to any other Person entitled thereto under applicable law. If, when and to the extent Innovations and/or any None 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 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 Commitments shall be permanently reduced by the amount of any such prepaymentprepayments. (iiiii) Any prepayments pursuant to Section 1.3(b)(iiiSECTIONS 1.3(b)(iv) above arising from any asset disposition by any European Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any European Credit Party shall be paid made and applied in an amount equal to 100% of such proceeds as follows: first, by US Borrower to pay any interest then due and payable on the US Term Loan until paid in full; secondFIRST, 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 the European Swing Line Loan until paid in full; fourthSECOND, by European Borrower to prepay the scheduled principal balance installments of the European Swing Line Term Loan in inverse order of maturity until paid prepaid in full; fifth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances until paid in full; sixthTHIRD, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; seventhFOURTH, by European Borrower to provide cash collateral in the manner set forth in Annex ANNEX B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized; eighth, by US Borrower to pay interest then due and payable on the US Swing Line Loan until paid in full; ninth, by US Borrower to prepay the principal balance of the Swing Line Loan until paid in full; tenth, by US Borrower to pay interest then due and payable on US Revolving Credit Advances until paid in full; eleventh, by US Borrower to prepay the US Revolving Credit Advances and Swap Obligations on a ratable basis based on the amount of such US Revolving Credit Advances then outstanding and such Eligible Swap Obligations then due and payable until paid in full; twelfth, 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; and any excess shall be returned to Borrowers European Borrower or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (iv) Any prepayments pursuant to SECTIONS 1.3(b)(v) above shall be made and applied as follows: FIRST, by European Borrower to prepay the scheduled principal installments of the European Term Loan until prepaid in full; SECOND, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; THIRD, by European Borrower to provide cash collateral in the manner set forth in ANNEX B for any Letter of Credit Obligations until all such Letter of Credit Obligations have been fully cash collateralized, and any excess shall be returned to European Borrower or US to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments except as otherwise provided in the penultimate sentence of clause (i)prepayments. (iiiv) Any prepayments of any Equity Prepayment Amount pursuant to Section 1.3(b)(ivSECTIONS 1.3(b)(vi) above shall be paid made and applied as follows: (A) an amount equal to 33 1/3% of such Equity Prepayment Amount shall be paid and applied first, by US Borrower to pay interest then due and payable on the US Term Loan; secondFIRST, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; thirdSECOND, by US European Borrower in respect to prepay the scheduled principal installments 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 66 2/3% of such Equity Prepayment Amount shall be paid and applied first, by US Borrower and European Borrower, as applicable, to pay interest then due and payable on the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the US Swing Line Term Loan interest and the European Swing Line Loan interest based on the amount in inverse order of each such interest then outstanding maturity until paid prepaid in full; secondTHIRD, by US European Borrower and European Borrower, as applicable, to prepay the principal balance of the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the principal balance of the US Swing Line Loan and the principal balance of the European Swing Line Loan based on the amount of each such principal amount then outstanding until paid in full; third, by US Borrower and European Borrower, as applicable, to pay interest then due and payable on the US Revolving Credit Advances and the European Revolving Credit Advances, such amount to be payable on a ratable basis to the US Revolving Loan interest and the European Revolving Loan interest based on the amount of each such interest then outstanding until paid in full; fourth, by US Borrower and European Borrower, as applicable, to prepay the US Revolving Credit Advances and the European Revolving Credit Advances, such amount to be payable on a ratable basis to the principal balance of the US Revolving Credit Advances and the principal balance of the European Revolving Credit Advances based on the amount of each such principal amount then outstanding until paid in full; fifthand FOURTH, by US European Borrower and European Borrower, as applicable, to provide cash collateral in the manner set forth in Annex ANNEX B for any Letter of Credit Obligations incurred on behalf of each such Borrower, such amount to be provided on a ratable basis based on the Letter of Credit Obligations incurred on behalf of each such Borrower then outstanding 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. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (iv) Any prepayments pursuant to Section 1.3(b)(v) and Section 1.3(b)(vii) above shall be paid and applied as follows: first, by US Borrower to pay interest then due and payable on the US Term Loan until paid in full; 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 US Borrower and European Borrower, as applicable, to pay interest then due and payable on the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the US Swing Line Loan interest and the European Swing Line Loan interest based on the amount of each such interest then outstanding until paid in full; fourth, by US Borrower and European Borrower, as applicable, to prepay the principal balance of the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the principal balance of the US Swing Line Loan and the principal balance of the European Swing Line Loan based on the amount of each such principal amount then outstanding until paid in full; fifth, by US Borrower and European Borrower, as applicable, to pay interest then due and payable on the US Revolving Credit Advances and the European Revolving Credit Advances, such amount to be payable on a ratable basis to the US Revolving Loan interest and the European Revolving Loan interest based on the amount of each such interest then outstanding until paid in full; sixth, by US Borrower and European Borrower, as applicable, to prepay the European Revolving Credit Advances and prepay (or pay in the case of the Eligible Swap Obligations then due and payable) the US Revolving Credit Advances and Swap Obligations, such payment to be allocated as follows: (1) to the European Revolving Credit Advances in an amount equal to the product of (x) 100% of the applicable prepayment amount being made at such time pursuant to this item sixth and (y) a fraction, the numerator of which is equal to the amount of the European Revolving Credit Advances then outstanding and the denominator of which is equal to the sum of the European Revolving Credit Advances then outstanding and the US Revolving Credit Advances and Swap Obligations; and (2) the remainder of such prepayment being made at such time pursuant to this item sixth to the US Revolving Credit Advances then outstanding and the Eligible Swap Obligations then due and payable, such amount to be paid on a ratable basis based on the amount of such US Revolving Credit Advances then outstanding and Eligible Swap Obligations then due and payable until paid in full; seventh, by US Borrower and European Borrower, as applicable, to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on behalf of each such Borrower, such amount to be provided on a ratable basis based on the Letter of Credit Obligations incurred on behalf of each such Borrower then outstanding 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. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (v) [Intentionally Omitted.] (vi) [Intentionally Omitted.] (vii) [Intentionally Omitted.] (viii) Any prepayments required in this Section SECTION 1.3(c) shall be applied first to the repayment of Index Rate Loans of the type of Loan required to be prepaid and then to LIBOR Rate Loans. In the event any LIBOR Rate Loans are required to be prepaid pursuant to this Section SECTION 1.3(c), payments may be made to a cash collateral account held by Agent and applied to the Loans at the end of the applicable LIBOR Period. Loans repaid with proceeds held in the cash collateral account shall not be deemed repaid until such amounts are actually applied to the payment of the Loans.”

Application of Certain Mandatory Prepayments. (i) Any Subject to the provisions of Section 1.18 , any prepayments made by any Borrower pursuant to Section 1.3(b)(iiSections 1.3 (b) (iii) , (b) (iv) or (b) (v) 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 in an amount equal to 100% of such proceeds the Obligations owing by that Borrower as follows: firstfirst , to Fees and reimbursable expenses of Administrative Agent, European Loan Agent and/or Fronting Lender then due and payable pursuant to any of the Loan Documents owed to such parties by US Borrower the applicable Borrower; second , in the case of U.S. Borrower, to pay interest then due and payable on the US Term Swing Line Loan; third , in the case of U.S. Borrower, to the principal balance of the Swing Line Loan outstanding until paid the same has been repaid in full; secondfourth , 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 US Borrower to pay interest then due and payable on European Revolving Credit Advances (and, in that case, first to interest on the US Swing Line Loan 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 principal balance of European Revolving Credit Advances or U.S. Revolving Credit Advances, as applicable, to such Borrower outstanding until the same has been paid in full; fourthsixth , by US Borrower to prepay the principal balance any European Letter of the US Swing Line Loan until paid in full; fifthCredit Obligations or U.S. Letter of Credit Obligations, by US Borrower to pay interest then due and payable on US Revolving Credit Advances until paid in full; sixthas applicable, by US Borrower to prepay the US Revolving Credit Advances and Swap Obligations on a ratable basis based on the amount of such US Revolving Credit Advances then outstanding and such Eligible Swap Obligations then due and payable until paid in full; seventh, by US Borrower Borrowers to provide cash collateral therefor 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; eighth, by European Borrower to pay interest then due and payable on the European Swing Line Loan until paid in full; ninth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, tenth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances until paid in full; eleventh, by European Borrower to prepay European Revolving Credit Advances until paid in full; twelfth, by European Borrower to provide cash collateral collateralized in the manner set forth in Annex B for any 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 incurred on its behalf, until all Obligations) in excess of the amount of such Letter of Credit Obligations have been fully cash collateralizedand no Event of Default has occurred and is continuing; and any excess 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 Borrowers or to the applicable Borrower. Neither 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 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 prepayment. (ii) Any prepayments pursuant to Section 1.3(b)(iii) above arising from any asset disposition by any European Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any European Credit Party shall be paid and applied in an amount equal to 100% of such proceeds as follows: first, by US Borrower to pay any interest then due and payable on the US Term Loan until paid in full; 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 the European Swing Line Loan until paid in full; fourth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full; fifth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances until paid in full; sixth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; seventh, 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; eighth, by US Borrower to pay interest then due and payable on the US Swing Line Loan until paid in full; ninth, by US Borrower to prepay the principal balance of nor the Swing Line Loan until paid in full; tenth, by US Borrower to pay interest then due and payable on US Revolving Credit Advances until paid in full; eleventh, by US Borrower to prepay the US Revolving Credit Advances and Swap Obligations on a ratable basis based on the amount of such US Revolving Credit Advances then outstanding and such Eligible Swap Obligations then due and payable until paid in full; twelfth, 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; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments or US Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments except as otherwise provided in the penultimate sentence of clause (i). (iii) Any prepayments of any Equity Prepayment Amount pursuant to Section 1.3(b)(iv) shall be paid and applied as follows: (A) an amount equal to 33 1/3% of such Equity Prepayment Amount shall be paid and applied first, by US Borrower to pay interest then due and payable on the US 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 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 66 2/3% of such Equity Prepayment Amount shall be paid and applied first, by US Borrower and European Borrower, as applicable, to pay interest then due and payable on the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the US Swing Line Loan interest and the European Swing Line Loan interest based on the amount of each such interest then outstanding until paid in full; second, by US Borrower and European Borrower, as applicable, to prepay the principal balance of the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the principal balance of the US Swing Line Loan and the principal balance of the European Swing Line Loan based on the amount of each such principal amount then outstanding until paid in full; third, by US Borrower and European Borrower, as applicable, to pay interest then due and payable on the US Revolving Credit Advances and the European Revolving Credit Advances, such amount to be payable on a ratable basis to the US Revolving Loan interest and the European Revolving Loan interest based on the amount of each such interest then outstanding until paid in full; fourth, by US Borrower and European Borrower, as applicable, to prepay the US Revolving Credit Advances and the European Revolving Credit Advances, such amount to be payable on a ratable basis to the principal balance of the US Revolving Credit Advances and the principal balance of the European Revolving Credit Advances based on the amount of each such principal amount then outstanding until paid in full; fifth, by US Borrower and European Borrower, as applicable, to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on behalf of each such Borrower, such amount to be provided on a ratable basis based on the Letter of Credit Obligations incurred on behalf of each such Borrower then outstanding 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. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. (iv) Any prepayments pursuant to Section 1.3(b)(v) and Section 1.3(b)(vii) above shall be paid and applied as follows: first, by US Borrower to pay interest then due and payable on the US Term Loan until paid in full; 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 US Borrower and European Borrower, as applicable, to pay interest then due and payable on the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the US Swing Line Loan interest and the European Swing Line Loan interest based on the amount of each such interest then outstanding until paid in full; fourth, by US Borrower and European Borrower, as applicable, to prepay the principal balance of the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the principal balance of the US Swing Line Loan and the principal balance of the European Swing Line Loan based on the amount of each such principal amount then outstanding until paid in full; fifth, by US Borrower and European Borrower, as applicable, to pay interest then due and payable on the US Revolving Credit Advances and the European Revolving Credit Advances, such amount to be payable on a ratable basis to the US Revolving Loan interest and the European Revolving Loan interest based on the amount of each such interest then outstanding until paid in full; sixth, by US Borrower and European Borrower, as applicable, to prepay the European Revolving Credit Advances and prepay (or pay in the case of the Eligible Swap Obligations then due and payable) the US Revolving Credit Advances and Swap Obligations, such payment to be allocated as follows: (1) to the European Revolving Credit Advances in an amount equal to the product of (x) 100% of the applicable prepayment amount being made at such time pursuant to this item sixth and (y) a fraction, the numerator of which is equal to the amount of the European Revolving Credit Advances then outstanding and the denominator of which is equal to the sum of the European Revolving Credit Advances then outstanding and the US Revolving Credit Advances and Swap Obligations; and (2) the remainder of such prepayment being made at such time pursuant to this item sixth to the US Revolving Credit Advances then outstanding and the Eligible Swap Obligations then due and payable, such amount to be paid on a ratable basis based on the amount of such US Revolving Credit Advances then outstanding and Eligible Swap Obligations then due and payable until paid in full; seventh, by US Borrower and European Borrower, as applicable, to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on behalf of each such Borrower, such amount to be provided on a ratable basis based on the Letter of Credit Obligations incurred on behalf of each such Borrower then outstanding 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. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (v) [Intentionally Omitted.] (vi) [Intentionally Omitted.] (vii) [Intentionally Omitted.] (viii) Any prepayments required in this Section 1.3(c) shall be applied first to the repayment of Index Rate Loans of the type of Loan required to be prepaid and then to LIBOR Rate Loans. In the event any LIBOR Rate Loans are required to be prepaid pursuant to this Section 1.3(c), payments may be made to a cash collateral account held by Agent and applied to the Loans at the end of the applicable LIBOR Period. Loans repaid with proceeds held in the cash collateral account shall not be deemed repaid until such amounts are actually applied to the payment of the Loans.”

Application of Certain Mandatory Prepayments. (i) Any prepayments made by any Borrower pursuant to Section 1.3(b)(iiSections 1.3(b)(iii), (b)(iv) or (b)(v) 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 in an amount equal to 100% of such proceeds the Obligations owing by that Borrower as follows: first, by US Borrower to pay Fees and reimbursable expenses of Agent, North American Collateral Agent and European Agent then due and payable pursuant to any of the Loan Documents; second, in the case of U.S. Borrower, to interest then due and payable on the US Term U.S. Swing Line Loan; third, in the case of U.S. Borrower, to the principal balance of the U.S. Swing Line Loan outstanding until paid the same has been repaid in full; secondfourth, 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 US Borrower to pay interest then due and payable on European Revolving Credit Advances (and, in that case, first to interest on the US Swing Line Loan until paid in fullEuropean Revolving Credit Advances excluding the Participation Fee and second to the Participation Fee) or U.S. Revolving Credit Advances, as applicable, to such Borrower; fourthfifth, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; fifth, by US Borrower to pay interest then due and payable on US European Revolving Credit Advances or U.S. Revolving Credit Advances, as applicable, to such Borrower outstanding until the same has been paid in full; sixth, by US Borrower if an Event or Default has occurred and is continuing, to prepay the US Revolving any European Letter of Credit Advances and Swap Obligations on a ratable basis based on the amount or U.S. Letter of such US Revolving Credit Advances then outstanding and such Eligible Swap Obligations then due and payable until paid in full; seventhObligations, by US Borrower as applicable, of Borrowers to provide cash collateral therefor in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalfB, until all such Letter of Credit Obligations have been fully cash collateralized; eighth, by European Borrower to pay interest then due and payable on the European Swing Line Loan until paid in full; ninth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, tenth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances until paid in full; eleventh, by European Borrower to prepay European Revolving Credit Advances until paid in full; twelfth, by European Borrower to provide cash collateral collateralized 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 collateralizedB; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. Iflast, 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) case of U.S. Borrower, to repay the Revolving Loans and permanently reduce the availability of the Revolving Loan Commitments, the European Obligations in such order as Agent elects. Neither any Revolving Loan Commitment shall be so reduced to nor the extent the proceeds of such Asset Sale were applied to the European Revolving Loan and the 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 prepayment. (ii) Any prepayments pursuant to Section 1.3(b)(iii) above arising from any asset disposition by any European Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any European Credit Party shall be paid and applied in an amount equal to 100% of such proceeds as follows: first, by US Borrower to pay any interest then due and payable on the US Term Loan until paid in full; 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 the European U.S. Swing Line Loan until paid in full; fourth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full; fifth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances until paid in full; sixth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; seventh, 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; eighth, by US Borrower to pay interest then due and payable on the US Swing Line Loan until paid in full; ninth, by US Borrower to prepay the principal balance of the Swing Line Loan until paid in full; tenth, by US Borrower to pay interest then due and payable on US Revolving Credit Advances until paid in full; eleventh, by US Borrower to prepay the US Revolving Credit Advances and Swap Obligations on a ratable basis based on the amount of such US Revolving Credit Advances then outstanding and such Eligible Swap Obligations then due and payable until paid in full; twelfth, 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; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments or US Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments except as otherwise provided in the penultimate sentence of clause (i). (iii) Any prepayments of any Equity Prepayment Amount pursuant to Section 1.3(b)(iv) shall be paid and applied as follows: (A) an amount equal to 33 1/3% of such Equity Prepayment Amount shall be paid and applied first, by US Borrower to pay interest then due and payable on the US 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 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 66 2/3% of such Equity Prepayment Amount shall be paid and applied first, by US Borrower and European Borrower, as applicable, to pay interest then due and payable on the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the US Swing Line Loan interest and the European Swing Line Loan interest based on the amount of each such interest then outstanding until paid in full; second, by US Borrower and European Borrower, as applicable, to prepay the principal balance of the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the principal balance of the US Swing Line Loan and the principal balance of the European Swing Line Loan based on the amount of each such principal amount then outstanding until paid in full; third, by US Borrower and European Borrower, as applicable, to pay interest then due and payable on the US Revolving Credit Advances and the European Revolving Credit Advances, such amount to be payable on a ratable basis to the US Revolving Loan interest and the European Revolving Loan interest based on the amount of each such interest then outstanding until paid in full; fourth, by US Borrower and European Borrower, as applicable, to prepay the US Revolving Credit Advances and the European Revolving Credit Advances, such amount to be payable on a ratable basis to the principal balance of the US Revolving Credit Advances and the principal balance of the European Revolving Credit Advances based on the amount of each such principal amount then outstanding until paid in full; fifth, by US Borrower and European Borrower, as applicable, to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on behalf of each such Borrower, such amount to be provided on a ratable basis based on the Letter of Credit Obligations incurred on behalf of each such Borrower then outstanding 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. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. (iv) Any prepayments pursuant to Section 1.3(b)(v) and Section 1.3(b)(vii) above shall be paid and applied as follows: first, by US Borrower to pay interest then due and payable on the US Term Loan until paid in full; 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 US Borrower and European Borrower, as applicable, to pay interest then due and payable on the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the US Swing Line Loan interest and the European Swing Line Loan interest based on the amount of each such interest then outstanding until paid in full; fourth, by US Borrower and European Borrower, as applicable, to prepay the principal balance of the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the principal balance of the US Swing Line Loan and the principal balance of the European Swing Line Loan based on the amount of each such principal amount then outstanding until paid in full; fifth, by US Borrower and European Borrower, as applicable, to pay interest then due and payable on the US Revolving Credit Advances and the European Revolving Credit Advances, such amount to be payable on a ratable basis to the US Revolving Loan interest and the European Revolving Loan interest based on the amount of each such interest then outstanding until paid in full; sixth, by US Borrower and European Borrower, as applicable, to prepay the European Revolving Credit Advances and prepay (or pay in the case of the Eligible Swap Obligations then due and payable) the US Revolving Credit Advances and Swap Obligations, such payment to be allocated as follows: (1) to the European Revolving Credit Advances in an amount equal to the product of (x) 100% of the applicable prepayment amount being made at such time pursuant to this item sixth and (y) a fraction, the numerator of which is equal to the amount of the European Revolving Credit Advances then outstanding and the denominator of which is equal to the sum of the European Revolving Credit Advances then outstanding and the US Revolving Credit Advances and Swap Obligations; and (2) the remainder of such prepayment being made at such time pursuant to this item sixth to the US Revolving Credit Advances then outstanding and the Eligible Swap Obligations then due and payable, such amount to be paid on a ratable basis based on the amount of such US Revolving Credit Advances then outstanding and Eligible Swap Obligations then due and payable until paid in full; seventh, by US Borrower and European Borrower, as applicable, to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on behalf of each such Borrower, such amount to be provided on a ratable basis based on the Letter of Credit Obligations incurred on behalf of each such Borrower then outstanding 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. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (v) [Intentionally Omitted.] (vi) [Intentionally Omitted.] (vii) [Intentionally Omitted.] (viii) Any prepayments required in this Section 1.3(c) shall be applied first to the repayment of Index Rate Loans of the type of Loan required to be prepaid and then to LIBOR Rate Loans. In the event any LIBOR Rate Loans are required to be prepaid pursuant to this Section 1.3(c), payments may be made to a cash collateral account held by Agent and applied to the Loans at the end of the applicable LIBOR Period. Loans repaid with proceeds held in the cash collateral account shall not be deemed repaid until such amounts are actually applied to the payment of the Loans.”