Common use of Application of Certain Mandatory Prepayments Clause in Contracts

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

Application of Certain Mandatory Prepayments. Any prepayments required to be made pursuant to Section 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vib)(v) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term Loans; third, on a pro rata basis, to prepay the scheduled principal installments of the Term Loans in inverse order of maturity, until the Term Loans shall have been paid in full; fourth, to interest then due and payable on the Swing Line Loans; fifth, to the principal balance of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventhfifth, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same have been paid in full, and eighthsixth, 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 BB ; provided, that any such proceeds arising from a sale of a Vessel shall be applied first to the principal and interest of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in full, and then ratably to the other Term LoansLoan. Neither the Revolving Loan Commitments nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any Subject to the provisions of Section 1.3(d): (i) All prepayments required to be and cash collateral payments made by Borrower pursuant to Section Sections 1.3(b)(ii), (b)(iii1.3(b)(iii), (b)(ivor 1.3(b)(v)(i), (b)(v) or (b)(vi) above the second sentence of Section 1.3(b)(v), shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term LoansLoan B or Term Loan C, if any; third, on a pro rata basis, to prepay the scheduled principal installments of the Term Loans Loan B or Term Loan C, if any, in inverse order of maturity, until the Term Loans such Loan shall have been paid prepaid in fullfull or to any Litigation L/C Obligations to provide cash collateral therefor in the manner set forth in Annex B and the Litigation L/C Agreement, until all such Litigation L/C Obligations have been fully cash collateralized in the manner set forth in Annex B and the Litigation L/C Agreement; fourth, to interest then due and payable on the Swing Line LoansTerm Loan A; fifth, to prepay the principal balance scheduled installments of the Swing Line Loans outstanding Term Loan A in inverse order of maturity, until such Loan shall have been prepaid in full (or, in the same has been case of an application of the proceeds of the California Award pursuant to Section 1.3(b)(v), not to exceed an amount equal to $750,000 minus the aggregate amount of principal of the Term Loan A therefore repaid in fullby Borrower); sixth, on a pro rata basis, to interest then due and payable on the Swing Line Loan; seventh, to the principal balance of the outstanding Swing Line Loan until the same shall have been repaid in full; eighth, to interest then due and payable on Revolving Credit Advances; seventh, as set forth belowninth, to the outstanding principal balance of outstanding Revolving Credit Advances until the same shall have been paid in full, ; and eighthtenth, 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; provided, it being understood and agreed that any such proceeds arising from a sale of a Vessel shall be applied first to the principal and interest of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in full, and then ratably to the other Term Loans. Neither neither the Revolving Loan Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived ; and (ii) Any prepayments and cash collateral payments made by Borrower pursuant to Section 1.3(b1.3(b)(iv) or 1.3(b)(v)(ii) above shall be applied to prepay the scheduled installments of the Term Loan B or Term Loan C (whichever is outstanding) in inverse order of maturity, until such Loan shall have been prepaid in full, or to its Litigation L/C Obligations to provide cash collateral therefor in the manner set forth in Annex B and Section 1.3(d); providedthe Litigation L/C Agreement, that notwithstanding anything contained until all such Litigation L/C Obligations have been fully cash collateralized in the manner set forth in Annex B and the Litigation L/C Agreement. (iii) All cash collateral paid pursuant to this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied held by the Required Lenders Agent in an interest bearing account subject to such agreements and documents as they deem appropriatemay be reasonably acceptable to Agent.

Application of Certain Mandatory Prepayments. Any So long as no Default or Event of Default shall have occurred and be continuing, any prepayments required to be made by Borrower pursuant to Section 1.3(b)(ii), clauses (b)(iii), (b)(iv), (b)(v) or (b)(vib)(iv) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees Agents then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line Loan; third, to the principal balance of the Swing Line Loan until the same shall have been repaid in full; fourth, ratably to interest then due and payable on the Tranche A Revolving Loan and the Tranche B Revolving Loan; and fifth, ratably to the outstanding principal balance of the Tranche A Revolving Loan and the Tranche B Revolving Loan until the same shall have been paid in full. So long as a pro rata basisDefault or Event of Default shall have occurred and be continuing, any prepayment made by Borrower pursuant to clauses (b)(iii) or (b)(iv) above shall be applied as follows: first, to fees and reimbursable expenses of Agents then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Term LoansSwing Line Loan; third, on a pro rata basis, to prepay the scheduled principal installments balance of the Term Loans in inverse order of maturity, Swing Line Loan until the Term Loans same shall have been paid repaid in full; fourth, to interest then due and payable on the Swing Line LoansTranche A Revolving Loan; fifth, to the outstanding principal balance of the Swing Line Loans outstanding Tranche A Revolving Loan until the same has shall have been repaid paid in full; sixth, on a pro rata basis, to interest then due and payable on the Tranche B Revolving Credit AdvancesLoan; seventh, as set forth below, and last to the outstanding principal balance of the Tranche B Revolving Credit Advances until the same have been paid in full, and eighth, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; provided, that any such proceeds arising from a sale of a Vessel shall be applied first to the principal and interest of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in full, and then ratably to the other Term LoansLoan. Neither the Revolving Loan Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid prepayments made pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate1.3(c).

Application of Certain Mandatory Prepayments. Any prepayments required to be made by any Borrower pursuant to Section Sections 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vib)(iii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term LoansRevolving Credit Advances made to that Borrower; third, on a pro rata basis, to prepay the scheduled principal installments balance of the Term Loans in inverse order of maturity, Revolving Credit Advances outstanding to that Borrower until the Term Loans shall have same has been paid in full; fourth, to interest then due and payable on the Swing Line Loans; fifth, to the principal balance of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same have been paid in full, and eighth, 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; providedfifth, that any such proceeds arising from a sale of a Vessel shall be applied first to interest then due and payable on the Revolving Credit Advances outstanding to each other Borrower, pro rata; sixth, to the principal and interest balance of the Term Loan of the Borrower owning such Vessel in inverse order of maturityRevolving Credit Advances made to each other Borrower, pro rata, until such Term Loan the same has been paid in full; seventh, to any Letter of Credit Obligations of each other Borrower, pro rata, to provide cash collateral therefore in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized; eighth, to any Rate Protection Obligations and then Swap Related Reimbursement Obligations which may be due and payable by such Borrower, ratably in proportion to the aggregate amounts owed as to each Rate Protection Obligation and unpaid Swap Related Reimbursement Obligation, as applicable, until the same have been paid in full; and ninth, to any Rate Protection Obligations and unpaid Swap Related Reimbursement Obligations which may be due and payable by each other Term LoansBorrower, ratably in proportion to the aggregate amounts owed as to each such Rate Protection Obligation and Swap Related Reimbursement Obligation, as applicable, until the same have been paid in full. Neither the Revolving Loan Commitments nor the Swing Line Loan Commitments The Commitment shall not be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

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

Application of Certain Mandatory Prepayments. Any prepayments required to be made by Borrower pursuant to Section Sections 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vib)(iii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term LoansSwing Line Loan; third, on a pro rata basis, to prepay the scheduled principal installments balance of the Term Loans in inverse order of maturity, Swing Line Loan until the Term Loans shall have same has been paid repaid in full; fourth, to interest then due and payable on the Swing Line Loans; fifth, to the principal balance of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth belowfifth, to the outstanding principal balance of Revolving Credit Advances until the same have has been paid in full, and eighth; 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 BB.; providedseventh, that any such proceeds arising from a sale of a Vessel shall be applied first to interest then due and payable on the Acquisition Loan Advances; and eighth, to the principal Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and interest of to the Term Loan of the Borrower owning such Vessel scheduled amortization payments thereon in inverse order of maturity, until such Term Loan has the same have been paid repaid in full, and then ratably to the other Term Loans. Neither None of the Revolving Loan Commitments nor Commitment, the Acquisition Loan Commitment or the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived All prepayments from Excess Cash Flow paid pursuant to Section 1.3(b1.1(b)(iv) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) above shall be applied by to prepay Acquisition Loan Advances, pro rata among all such Acquisition Loan Advances, and to the Required Lenders as they deem appropriatescheduled amortization payments thereon, in inverse order of maturity, until each of the outstanding Acquisition Loan Advances shall have been prepaid in full.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by Borrower pursuant to Section Sections 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vib)(iii)above and any prepayments from insurance or condemnation proceeds in accordance with Section 5.4(b) above or (c) and the Mortgage(s), respectively, shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term LoansLoan A; third, on a pro rata basis, to prepay the scheduled principal installments of the Term Loans Loan A in inverse order of maturity, until the such Term Loans Loan A shall have been paid prepaid in full; fourth, to interest then due and payable on the Swing Line Loans; fifth, to the principal balance of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth belowfifth, to the outstanding principal balance of Revolving Credit Advances until the same have has been paid in full, ; and eighthsixth, 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; 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 proceeds arising from a sale of a Vessel prepayments shall be applied first 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 and interest installments of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in fullA, and then ratably applied to Revolving Credit Advances before application to provide cash collateral for any Letter of Credit Obligations in the other Term Loans. Neither the manner set forth in Annex B. The Revolving Loan Commitments nor the Swing Line Loan Commitments Commitment shall not be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by Borrowers pursuant to Section Sections 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vib)(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 Agent the Senior Agents (and GE Capital to Fees 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, on a pro rata basis, to interest and Fees then due and payable on the Term LoansLoan 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 CapitalSource Credit Agreement), allocated to the Term Lenders and the CapitalSource Lenders based upon their pro rata shares of such interest and Fees; third, to prepay the next four successive scheduled principal installments of the Term Loan and the CapitalSource Term Loan, applied to such installments on a pro rata basis, fourth, to prepay the remaining scheduled principal installments of the Term Loans in inverse order of maturityLoan and the CapitalSource Term Loan, until the Term Loans shall have been paid in full; fourth, applied to interest then due and payable on the Swing Line Loans; fifth, to the principal balance of the Swing Line Loans outstanding until the same has been repaid in full; sixth, such installments on a pro rata basis, until the Term Loan and the CapitalSource Term Loan shall have been prepaid in full; fifth, to interest and Fees then due and payable on the Revolving Credit AdvancesLoan, allocated to the Revolving Lenders based upon their pro rata shares of such interest and Fees; seventh, as set forth belowsixth, to the outstanding principal balance of Revolving Credit the Advances until the same have has been paid in full, ; and eighthseventh, 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; provided, that any such proceeds arising from a sale of a Vessel shall be applied first to the principal and interest of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in full, and then ratably to the other Term Loans. Neither the B. The Revolving Loan Commitments nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by Borrower pursuant to Section 1.3(b)(iiclauses (b)(ii), (b)(iii), or (b)(iv), (b)(v) or (b)(vi) above shall be applied as follows: first, to Fees and reimbursable expenses of each Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on each of the Term Loans; third, Loans on a pro rata basis; third, to prepay the scheduled principal installments of each of the Term Loans on a pro rata basis in inverse order of maturity, until each of the Term Loans shall have been paid prepaid in full; fourth, to interest then due and payable on the Swing Line Loans; fifth, to the principal balance of the Swing Line Loans outstanding Loan until the same has shall have been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth belowfifth, 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 eighthsixth, 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; provided, that any such proceeds arising from a sale B. Each of a Vessel shall be applied first to the principal and interest of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in full, and then ratably to the other Term Loans. Neither the Revolving Loan Commitments nor Commitment and the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); providedNotwithstanding the foregoing, that notwithstanding anything contained in this Section 1.3 to so long as the contraryTerm Loan A is outstanding, if an Event of Default each Term B Lender shall have occurred the right to refuse all or a portion of such prepayment allocable to its Term Loan B, and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) amount so refused shall be applied by to prepay the Required Lenders as they deem appropriate.Term Loan A.

Application of Certain Mandatory Prepayments. Any So long as no Event of Default has occurred or is continuing, any prepayments required to be made by Borrower pursuant to Section Sections 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vib)(iii) and any voluntary prepayments above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term LoansSwing Line Loan; third, on a pro rata basis, to prepay the scheduled principal installments balance of the Term Loans in inverse order of maturity, Swing Line Loan until the Term Loans shall have same has been paid repaid in full; fourth, to interest then due and payable on the Swing Line LoansRevolving Credit Advances; fifth, to the principal balance of the Swing Line Tranche A Revolving Credit Advances first to Index Rate Loans outstanding and second to LIBOR Loans until the same has been repaid paid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same have been paid in full, and eighth, 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; providedseventh, that any such proceeds arising from a sale to the outstanding principal balance of a Vessel shall be applied the Tranche B Credit Advances first to Index Rate Loans and second to LIBOR Loans on the principal and interest basis of each Tranche B Lender's Pro Rata Share (which shall automatically result in a corresponding permanent reduction of the Term Tranche B Loan of Commitments) until the Borrower owning such Vessel in inverse order of maturity, until such Term Loan same has been paid in full, and then ratably to the other Term Loans. Neither the Revolving Loan Commitments Commitment nor the Swing Line Loan Commitments 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. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if If at any time an Event of Default has occurred or is continuing, any prepayments made by Borrower pursuant to Sections 1.3(b)(ii) or (b)(iii) above shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied as follows: first, to Fees (other than the Fees payable pursuant to Section 1.3(b1.9(c)) and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line Loan; third, to the principal balance of the Swing Line Loan until the same has been repaid in full; fourth, to interest (including any Default Rate of interest payable pursuant to Section 1.3(d1.5(d)) shall be applied by and any Fee payable under Section 1.9(c) then due and payable on the Required 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 as they deem appropriateto the extent reimbursable under Section 11.3.

Application of Certain Mandatory Prepayments. Any prepayments required made by Borrower with respect to be made any or all Obligations pursuant to Section Sections 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vib)(iv) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term LoansLoans (ratably in proportion to the interest accrued as to each Term Loan A and Term Loan B); third, on to the principal balance of the Term Loans (shared equally between the Term Loan A and the Term Loan B until either Term Loan A or Term Loan B has been prepaid in full and thereafter to the principal balance of the remaining Term Loan until the same has been prepaid in full, and, in each case of a pro rata basisprepayment in respect of the Term Loan A, to prepay applied in the inverse order of maturity of the scheduled principal installments of the Term Loans in inverse order of maturityLoan A), until the such Term Loans shall have been paid prepaid in full; fourth, to interest then due and payable on the Swing Line LoansLoan; fifth, to the principal balance of the Swing Line Loans outstanding Loan until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same have has been paid in full, ; and eighth, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; provided, that any such proceeds arising from a sale of a Vessel shall be applied first to the principal and interest of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in full, and then ratably to the other Term Loans. B. Neither the Revolving Loan Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

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

Application of Certain Mandatory Prepayments. Any prepayments required to be made by Borrower pursuant to Section 1.3(b)(iiCLAUSES (b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vib)(iv) above or prescribed by SECTION 5.4(c) shall be applied as follows: firstFIRST, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; secondSECOND to prepay the principal balance of the Term Loan C, on a pro rata basistogether with interest thereon as prescribed in SECTION 1.5; THIRD, to interest then due and payable on the Term LoansLoan B; third, on a pro rata basisFOURTH, to prepay the scheduled principal installments of the Term Loans Loan B in inverse order of maturity, maturity until the Term Loans Loan B shall have been paid prepaid in full; fourthFIFTH, to interest then due and payable on the Swing Line LoansTerm Loan A; fifthSIXTH, to prepay the principal balance scheduled installments of the Swing Line Loans outstanding Term Loan A in inverse order of maturity until the same has Term Loan A shall have been repaid prepaid in full; sixth, on a pro rata basisSEVENTH, to interest then due and payable on the Revolving Credit AdvancesAdvances made to Borrower; seventh, as set forth belowEIGHTH, to the outstanding principal balance of Revolving Credit Advances outstanding to Borrower until the same shall have been paid in full, ; and eighthlast, to any Letter of Credit Obligations, Obligations of Borrower to provide cash collateral therefor in the manner set forth in Annex ANNEX B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; provided, that any such proceeds arising from a sale of a Vessel shall be applied first to the principal and interest of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in full, and then ratably to the other Term Loans. Neither the ANNEX B. The Revolving Loan Commitments nor the Swing Line Loan Commitments Commitment shall not be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. (a) Any prepayments required to be made by Borrower pursuant to Section 1.3(b)(ii), clause (b)(iii), 2)(b) (b)(iv), (b)(vother than with the proceeds of the sale of the D▇▇▇▇▇▇▇ Property which shall be applied in accordance with clause 3(b) below) or (b)(vi2)(c) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees Lender then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term LoansLoan; third, on a pro rata basis, to prepay the scheduled principal installments of the Term Loans Loan in inverse order of maturity, until the Term Loans such Loan shall have been paid prepaid in full; fourth, to interest then due and payable on the Swing Line Loans; fifth, to the principal balance of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth belowfifth, to the outstanding principal balance of the Revolving Credit Advances until the same shall have been paid in full, ; and eighthsixth, 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; providedprovided that, that any with respect to prepayments by Borrower pursuant to clause (2)(c) above, the fourth, fifth and sixth applications of such proceeds arising from a sale of a Vessel prepayments provided for above shall instead be applied first to the principal second, third and interest of the Term Loan of the Borrower owning such Vessel in inverse order of maturityfourth applications, until such Term Loan has been paid in fullrespectively, and then ratably to the other Term Loanssecond and third applications of such prepayments provided for above shall instead be fifth and sixth applications, respectively. Neither the The Revolving Loan Commitments nor the Swing Line Loan Commitments Commitment shall not be permanently reduced by the amount of any such prepayments. The Borrowers . (b) Any prepayments made by Borrower pursuant to clause (2)(b) with the proceeds of the sale of the D▇▇▇▇▇▇▇ Property shall determine which be applied as follows: first, to Fees and reimbursable expenses of Lender then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Revolving Credit Advances; third, to the outstanding principal balance of the Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) until the same have been paid in full; and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contraryfourth, if a Default or an Event of Default has occurred that is continuing, 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; provided that, for greater certainty, if no Default or Event of Default has occurred that is continuing, Lender shall have occurred and deposit the proceeds (if any) remaining after the first through third applications in a Disbursement Account designated by Borrower. The Revolving Loan Commitment shall not be continuing at permanently reduced by the time amount of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriateprepayments.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by any Borrower pursuant to Section Sections 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vib)(iii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term LoansRevolving Credit Advances made to that Borrower; third, on a pro rata basis, to prepay the scheduled principal installments balance of the Term Loans in inverse order of maturity, Revolving Credit Advances outstanding to that Borrower until the Term Loans shall have same has been paid in full; fourth, to interest then due and payable on the Swing Line Loans; fifth, to the principal balance of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same have been paid in full, and eighth, 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; providedfifth, that any such proceeds arising from a sale of a Vessel shall be applied first to interest then due and payable on the Revolving Credit Advances outstanding to each other Borrower, pro rata; sixth, to the principal and interest balance of the Term Loan of the Borrower owning such Vessel in inverse order of maturityRevolving Credit Advances made to each other Borrower, pro rata, until such Term Loan the same has been paid in full; seventh, to any Letter of Credit Obligations of each other Borrower, pro rata, to provide cash collateral therefore in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized; eighth, to any Rate Protection Obligations which may be due and then ratably payable by such Borrower until the same has been paid in full; and ninth, to any Rate Protection Obligations which may be due and payable by each other Borrower, pro rata, until the other Term Loanssame has been paid in full. Neither the The Revolving Loan Commitments nor the Swing Line Loan Commitments Commitment shall not be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by any Borrower pursuant to Section SECTIONS 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vib)(iii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan DocumentsDocuments ; second, on a pro rata basis, to interest then due and payable on the Term Loansthat Borrower's Swing Line Loan; third, on a pro rata basis, to prepay the scheduled principal installments balance of the Term Loans in inverse order of maturity, that Borrower's Swing Line Loan until the Term Loans shall have same has been paid repaid in full; fourth, to interest then due and payable on the Swing Line LoansRevolving Credit Advances to that Borrower; fifth, to the principal balance of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances made to that Borrower until the same have has been paid in full, and eighth; sixth, to any Letter of Credit ObligationsObligations of that Borrower, to provide cash collateral therefor in the manner set forth in Annex ANNEX B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex ANNEX B; providedseventh, that any such proceeds arising from a sale to interest then due and payable on the Swing Line Loan of a Vessel shall be applied first each other Borrower, pro rata; eighth, to the principal and interest balances of the Term Swing Line Loan outstanding to each other Borrower, pro rata, until the same have been repaid in full; ninth, to interest then due and payable on the Revolving Credit Advances outstanding to each other Borrower, pro rata; tenth, to the principal balance of the Borrower owning such Vessel in inverse order of maturityRevolving Credit Advances made to each other Borrower, pro rata, until such Term Loan the same has been paid in full; eleventh, to any Letter of Credit Obligations of each other Borrower, pro rata, to provide cash collateral therefore in the manner set forth in ANNEX B, until all such Letter of Credit Obligations have been fully cash collateralized; and lastly, subject to the provisions of SECTION 1.3(f), and then ratably unless such application would have adverse tax consequence for the US Borrowers under IRC Section 956 or would violate applicable Canadian law, to the other Term LoansUS Obligations of the same type and order as set forth in the preceding CLAUSES "FIRST" through `SIXTH" of the US Borrowers. Neither the Revolving Loan Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained prepayments listed in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriateSECTION 1.3.

Application of Certain Mandatory Prepayments. (i) Any prepayments required to be made by any Borrower pursuant to Section 1.3(b)(ii), CLAUSE (b)(iii), (b)(iv), (b)(v) or (b)(vib)(ii) above shall be applied as follows: firstFIRST, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basisSECOND, to interest then due and payable on the MCP's Term LoansLoan; third, on a pro rata basisTHIRD, to prepay the scheduled principal installments of the MCP's Term Loans Loan in inverse order of maturity, until the Term Loans such Loan shall have been paid prepaid in fullfull (it being understood that such payments shall be deemed to be applied first against the Term Overadvance); fourthFOURTH, to interest then due and payable on the such Borrower's Swing Line LoansLoan; fifthFIFTH, to the principal balance of the Swing Line Loans Loan outstanding to such Borrower until the same has shall have been repaid in full; sixth, on a pro rata basisSIXTH, to interest then due and payable on the Revolving Credit AdvancesAdvances made to such Borrower; seventh, as set forth belowSEVENTH, to the outstanding principal balance of Revolving Credit Advances outstanding to such Borrower until the same shall have been paid in full, and eighth; EIGHTH, to any Letter of Credit Obligations, Obligations of such Borrower to provide cash collateral therefor in the manner set forth in Annex ANNEX B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex ANNEX B; providedNINTH, that any such proceeds arising from a sale to interest then due and payable on the Swing Line Loan of a Vessel shall be applied first each other Borrower, PRO RATA; TENTH, to the principal and interest balance of the Term Swing Line Loan outstanding to each other Borrower, PRO RATA, until the same shall have been repaid in full; ELEVENTH, to interest then due and payable on the Revolving Credit Advances outstanding to each other Borrower, PRO RATA; TWELFTH, to the principal balance of the Borrower owning such Vessel in inverse order of maturityRevolving Credit Advances made to each other Borrower, PRO RATA, until such Term Loan has the same shall have been paid in full, and then ratably LAST to any Letter of Credit Obligations of each other Borrower, PRO RATA, to provide cash collateral therefor in the other Term Loansmanner set forth in ANNEX B, until all such Letter of Credit Obligations have been fully cash collateralized. Neither the Revolving Loan Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid . (ii) Any prepayments made by any Borrower pursuant to proceeds derived CLAUSE (b)(iii) above shall be applied as follows: FIRST, to Fees and reimbursable expenses of Agent then due and payable pursuant to Section 1.3(bany of the Loan Documents; SECOND, to interest then due and payable on that portion of MCP's Term Loan in excess of $9,000,000; and THIRD, to prepay the scheduled installments of MCP's Term Loan in inverse order of maturity until (x) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default Term Overadvance shall have occurred been repaid in full and (y) the aggregate principal amount of the Term Loan outstanding is less than $9,000,000 (it being understood that such payments shall be continuing at the time of any such prepayment, then the amounts deemed to be applied first against the Term Overadvance). (iii) Any prepayments made by any Borrower pursuant to Section 1.3(bCLAUSE (b)(iv) and Section 1.3(d) above shall be applied by as follows: FIRST, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Required Lenders as they deem appropriateLoan Documents; SECOND, to interest then due and payable on the Term Overadvance; and THIRD, to prepay the scheduled installments of MCP's Term Loan in inverse order of maturity until the Term Overadvance shall have been prepaid in full.

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

Application of Certain Mandatory Prepayments. Any prepayments required to be made by any Borrower pursuant to Section Sections 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vib)(iii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term Loansthat Borrower’s Swing Line Loan; third, on a pro rata basis, to prepay the scheduled principal installments balance of the Term Loans in inverse order of maturity, that Borrower’s Swing Line Loan until the Term Loans shall have same has been paid repaid in full; fourth, to interest then due and payable on the Swing Line LoansRevolving Credit Advances to that Borrower; fifth, to the principal balance of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances made to that Borrower until the same have has been paid in full, and eighth; sixth, to any Letter of Credit ObligationsObligations of that Borrower, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; providedseventh, that any such proceeds arising from a sale to interest then due and payable on the Swing Line Loan of a Vessel shall be applied first each other Borrower, pro rata; eighth, to the principal and interest balances of the Term Swing Line Loan outstanding to each other Borrower, pro rata, until the same have been repaid in full; ninth, to interest then due and payable on the Revolving Credit Advances outstanding to each other Borrower, pro rata; tenth, to the principal balance of the Borrower owning such Vessel in inverse order of maturityRevolving Credit Advances made to each other Borrower, pro rata, until such Term Loan the same has been paid in full, and then ratably last, to any Letter of Credit Obligations of each other Borrower, pro rata, to provide cash collateral therefore in the other Term Loansmanner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized. Neither the Revolving Loan Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to prepayments listed in Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate1.3.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by Borrower pursuant to Section Sections 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vib)(iii) above shall be applied as follows: first, to Fees AMENDED AND RESTATED CREDIT AGREEMENT and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan DocumentsDocuments (other than amounts relating to Bank Products); second, on a pro rata basis, to interest then due and payable on the Term LoansLoan; third, on a pro rata basis, to prepay the scheduled principal installments of the Term Loans Loan in inverse order of maturity, until the Term Loans such Loan shall have been paid prepaid in full; fourth, to interest then due and payable on the Swing Line LoansLoan; fifth, to the principal balance of the Swing Line Loans outstanding Loan until the same has shall have been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same shall have been paid in full; eighth, and eighthin the event that Agent has delivered an Activation Notice at any time prior to any such prepayment, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; providedand ninth, that any such proceeds arising from a sale of a Vessel shall be applied first to the principal and interest payment to Bank of the Term Loan America of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in full, and then ratably any reimbursable amounts relating to the other Term LoansBank Products. Neither the Revolving Loan Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by any Borrower pursuant to Section 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(viSECTION 1.3(b) above shall be applied as follows: : (i) first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; ; (ii) second, on a pro rata basis, to interest then due and payable on that Borrower's Allocable Share of the Term Loans; A Loan; (iii) third, on a pro rata basis, to prepay the scheduled principal installments of that Borrower's Allocable Share of the Term Loans A Loan in the inverse order of maturity, until the Term Loans shall have such Allocable Share has been paid prepaid in full; ; (iv) fourth, to interest then due and payable on the Swing Line Loans; Allocable Share of the Term A Loan of each other Borrower, pro rata; (v) fifth, to the principal balance of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same have been paid in full, and eighth, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; provided, that any such proceeds arising from a sale of a Vessel shall be applied first to the principal and interest Allocable Share of the Term A Loan of each other Borrower, pro rata, to prepay the Borrower owning such Vessel scheduled principal installments thereof in the inverse order of maturity, until such Term Loan has Allocable Shares have been paid prepaid in full; and (vi) sixth, and then ratably to all remaining Obligations of Borrowers, provided, that, as to any such prepayments which are not directly attributable to any Borrower, such amounts shall be applied to the other outstanding Obligations of all Borrowers in accordance with the foregoing, allocated ratably between the relevant Obligations of Borrowers based on the amounts of the relevant Obligations. The Term Loans. Neither the Revolving A Loan Commitments nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriateprepayments provided for above.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by Borrower pursuant to Section 1.3(b)(ii), (b)(iii), (b)(ivSections 1.3(b)(iv), (b)(v), (b)(vi) or (b)(vib)(vii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term LoansLoan and CapEx Loan, pro rata between the Term Loan and CapEx Loan; third, on a pro rata basis, to prepay the scheduled principal installments of on the Term Loans Loan and CapEx Loan, allocated pro rata between the Term Loan and CapEx Loan, and applied to principal installments in inverse order of maturity, until the such Term Loans Loan and CapEx Loan shall have been paid 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 LoansLoan; fifth, to the principal balance of the outstanding Swing Line Loans outstanding Loan until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; and seventh, as set forth below, to the outstanding principal balance of the outstanding Revolving Credit Advances until the same shall have been paid in full, and eighth, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; provided, that any such proceeds arising from a sale of a Vessel shall be applied first to the principal and interest of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in full, and then ratably to the other Term Loans. Neither the The Revolving Loan Commitments nor the Swing Line Loan Commitments 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. The Borrowers Promptly upon notice of, or receipt of any proceeds for, prepayment of the Loans under this Section 1.3(c), Agent shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding notify the Lenders of the proposed allocation of such prepayment. Notwithstanding anything contained in this Section 1.3 1.3(c), each Lender shall have the right to waive any portion of the prepayment to be allocated to the contrary, principal amount of such Lender's Term Loan (if an Event any) by notifying Agent of Default shall have occurred and be continuing at the time its election in writing no later than one Business Day after receipt of Agent's notice. Failure of a Lender to notify Agent of any waiver of such prepayment, then the amounts prepayment within such time period shall be deemed to be applied pursuant 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 Loans under this Section 1.3(b1.3(c), or (ii) and Section 1.3(d) any proceeds remain after allocating any prepayment in the manner set forth above (collectively, the "Waived Prepayments"), Borrower shall be applied by apply the Required Lenders as they deem appropriateWaived Prepayments to the repayment of the Second Lien Loan.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by any Borrower pursuant to Section 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vi1.3(b) above shall be applied as follows: : (i) first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; ; (ii) second, on a pro rata basis, to interest then due and payable on that Borrower’s Allocable Share of the Term Loans; A Loan; (iii) third, on a pro rata basis, to prepay the scheduled principal installments of that Borrower’s Allocable Share of the Term Loans A Loan in the inverse order of maturity, until the Term Loans shall have such Allocable Share has been paid prepaid in full; ; (iv) fourth, to interest then due and payable on the Swing Line Loans; Allocable Share of the Term A Loan of each other Borrower, pro rata; (v) fifth, to the principal balance of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same have been paid in full, and eighth, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; provided, that any such proceeds arising from a sale of a Vessel shall be applied first to the principal and interest Allocable Share of the Term A Loan of each other Borrower, pro rata, to prepay the Borrower owning such Vessel scheduled principal installments thereof in the inverse order of maturity, until such Term Loan has Allocable Shares have been paid prepaid in full; and (vi) sixth, and then ratably to all remaining Obligations of Borrowers, provided, that, as to any such prepayments which are not directly attributable to any Borrower, such amounts shall be applied to the other outstanding Obligations of all Borrowers in accordance with the foregoing, allocated ratably between the relevant Obligations of Borrowers based on the amounts of the relevant Obligations. The Term Loans. Neither the Revolving A Loan Commitments nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriateprepayments provided for above.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by either Borrower pursuant to Section 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v1.3(2)(b) or (b)(vi1.3(2)(c) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term Loanssuch Borrower's Swing Line Loan; third, on a pro rata basis, to prepay the scheduled principal installments balance of the Term Loans in inverse order of maturity, such Borrower's Swing Line Loan until the Term Loans same shall have been paid repaid in full; fourth, to interest then due and payable on the Swing Line Loanssuch Borrower's Revolving Credit Advances; fifth, to the principal balance of the Swing Line Loans Revolving Credit Advances outstanding to such Borrower in such order as determined by Agent until the same has shall have been repaid paid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same have been paid in full, and eighth, to provide cash collateral for any Letter of Credit Obligations, to provide cash collateral therefor Obligations of such Borrower in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; providedseventh, that any such proceeds arising from a sale to interest then due and payable on the Swing Line Loan of a Vessel shall be applied first the other Borrower; eighth, to the principal and interest balance of the Term Swing Line Loan outstanding to the other Borrower, until the same shall have been repaid in full; ninth, to interest then due and payable on the Revolving Credit Advances outstanding to the other Borrower; tenth, to the principal balance of the Borrower owning such Vessel in inverse order of maturityRevolving Credit Advances made to the other Borrower, until such Term Loan has the same shall have been paid in full, and then ratably last to provide cash collateral for any Letter of Credit Obligations of the other Term LoansBorrower in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized. Neither the Revolving Loan Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by Borrower pursuant to Section 1.3(b)(ii), (b)(iii), (b)(ivSections 1.3(b)(iv), (b)(v), (b)(vi) or (b)(vib)(vii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term LoansLoan and CapEx Loan, pro rata between the Term Loan and CapEx Loan; third, on a pro rata basis, to prepay the scheduled principal installments of on the Term Loans Loan and CapEx Loan, allocated pro rata between the Term Loan and CapEx Loan, and applied to principal installments in inverse order of maturity, until the such Term Loans Loan and CapEx Loan shall have been paid 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 LoansLoan; fifth, to the principal balance of the outstanding Swing Line Loans outstanding Loan until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of the outstanding Revolving Credit Advances until the same shall have been paid in full, and eighth, 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; provided, that any such proceeds arising from a sale of a Vessel shall be applied first to the principal and interest of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in full, and then ratably to the other Term Loans. Neither the J. The Revolving Loan Commitments nor the Swing Line Loan Commitments 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. The Borrowers Promptly upon notice of, or receipt of any proceeds for, prepayment of the Loans under this Section 1.3(c), Agent shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding notify the Lenders of the proposed allocation of such prepayment. Notwithstanding anything contained in this Section 1.3 1.3(c), each Lender shall have the right to waive any portion of the prepayment to be allocated to the contrary, principal amount of such Lender's Term Loan (if an Event any) by notifying Agent of Default shall have occurred and be continuing at the time its election in writing no later than one Business Day after receipt of Agent's notice. Failure of a Lender to notify Agent of any waiver of such prepayment, then the amounts prepayment within such time period shall be deemed to be applied pursuant 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 Loans under this Section 1.3(b1.3(c), or (ii) and Section 1.3(d) any proceeds remain after allocating any prepayment in the manner set forth above (collectively, the "Waived Prepayments"), such proceeds shall be applied retained by the Required Lenders as they deem appropriateor returned to Borrower.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by any Borrower pursuant to Section 1.3(b)(ii2.3(b)(ii) (other 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), (b)(iv), (b)(viv) or (b)(viv) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees the Agents then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term LoansLoan and all fees payable pursuant to Section 2.7(c); third, on a pro rata basis, to prepay the scheduled principal installments of the Term Loans in inverse order of maturity, until the Term Loans shall have been paid in fullLoan; fourth, to interest then due and payable on the Swing Line LoansRevolving Credit Advances made to that Borrower; fifth, to the principal balance of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same have has been paid in full, ; and eighthsixth, 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; provided, Section 2.2 (it being agreed and understood that any such proceeds arising from a sale of a Vessel all remaining amounts shall be applied first 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 and interest balance of Revolving Credit Advances until the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan 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 then ratably payable on the Term Loan; and sixth, to prepay the other principal of the Term LoansLoan (it being agreed and understood that all remaining amounts shall be applied in the manner set forth in Section 2.9). Neither the The Revolving Loan Commitments nor the Swing Line Loan Commitments Commitment shall not be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) Proceeds of the sale of the Crude Gathering System shall, upon the Agents' receipt of a written notice executed by each Term Lender and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 received by the Agents prior to the contraryAgents' receipt of such proceeds, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(ball other amounts set forth above (and otherwise in the order set forth above) and Section 1.3(d) shall be applied by other than the Required Lenders as they deem appropriateprincipal of the Term Loan.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by Borrower pursuant to Section Sections 1.3(b)(ii), (b)(iii), or (b)(iv), (b)(v) or (b)(vi) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term LoansLoan pro rata; third, on a pro rata basis, to prepay the scheduled principal installments of the Term Loans Loan B in inverse order of maturity, until such Term Loan B shall have been prepaid in full; fourth, to prepay the scheduled principal installments of Term Loans Loan A in inverse order of Maturity, until such Term Loan A shall have been paid in full; fourthfifth, to interest then due and payable on the Swing Line LoansLoan; fifthsixth, to the principal balance of the Swing Line Loans outstanding Loan until the same has been repaid in full; sixth, on a pro rata basisseventh, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth beloweighth, to the outstanding principal balance of Revolving Credit Advances until the same have has been paid in full, ; and eighthninth, 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; provided, that any such proceeds arising from a sale of a Vessel shall be applied first to the principal and interest of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in full, and then ratably to the other Term Loans. B. Neither the Revolving Loan Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be made pursuant to Section 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vi) above shall be applied as follows: first, to reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term Loans; third, on a pro rata basis, to prepay the scheduled principal installments of the Term Loans in inverse order of maturity, until the Term Loans shall have been paid in full; fourth, to interest then due and payable on the Swing Line Loans; fifth, to the principal balance of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same have been paid in full, and eighth, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; provided, that any such proceeds arising from a sale of a Vessel shall be applied first to the principal and interest of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in full, and then ratably to the other Term Loans; provided, further, that the first $15,000,000 of net proceeds arising under Section 1.3(b)(iii) shall be applied first, on a pro rata basis, to the remaining principal installments of the Engine Term Loan, until such Engine Term Loan has been paid in full, and then to the Cdn. Term Loan. Neither the Revolving Loan Commitments nor the Swing Line Loan Commitments shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. (i) Any prepayments required to be made by any US Borrower or Term Borrower pursuant to Section Sections 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vib)(iii) above shall be applied as follows: first, to Fees and reimbursable expenses of the US Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basisfor any prepayment by Term Borrower, to interest then due and payable on the Term LoansLoan; third, on a pro rata basisfor any prepayment by Term Borrower, to prepay the scheduled principal installments of the Term Loans Loan in inverse order of maturity, until the Term Loans shall have been paid prepaid in full; fourth, to interest then due and payable on the Swing Line LoansLoan; fifth, to the principal balance of the Swing Line Loans outstanding Loan until the same has been repaid in full; sixth, to interest then due and payable on a pro rata basisUS Revolving Credit Advances; seventh, to the principal balance of US Revolving Credit Advances and any Letter of Credit Obligations then due and payable; until the same has been paid in full; eighth, for any prepayment by any US Borrower, to interest then due and payable on the Revolving Credit AdvancesTerm Loan; seventhninth, as set forth below, for any payment by any US Borrower to prepay the outstanding scheduled principal balance of Revolving Credit Advances until the same have been paid in full, and eighth, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; provided, that any such proceeds arising from a sale of a Vessel shall be applied first to the principal and interest installments of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan paid in full; tenth, to any obligations with respect to Bank Products then due and payable; eleventh to interest then due and payable on the UK Revolving Credit Advances; and last to the 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, and then ratably any Net Proceeds remaining after such payments shall be remitted to the other Term LoansUS Borrowers. Neither the US Revolving Loan Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers . (ii) Any prepayments made by the UK Borrower pursuant to Sections 1.3(b)(ii) or (b)(iii) above shall determine which be applied as follows: first, to Fees and reimbursable expenses of the UK Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on UK Revolving Credit Advances; last, to the principal balance of UK Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained until the same has been paid in this Section 1.3 to the contrary, if an full. As long as no Default or Event of Default shall have has occurred and is continuing, any Net Proceeds remaining after such payments shall be continuing at remitted to UK Borrower. The UK Revolving Loan Commitment shall not be permanently reduced by the time amount of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriateprepayments.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by Borrower pursuant to Section Sections 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v1.3(b)(iv) or (b)(vi1.3(b)(v) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term LoansLoan; third, on a pro rata basis, to prepay the scheduled principal installments of the Term Loans Loan in inverse order of maturity, until the such Term Loans Loan shall have been paid prepaid in full; fourth, to interest then due and payable on the Swing Line LoansLoan; fifth, to the principal balance of the Swing Line Loans outstanding Loan until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same have has been paid in full, ; and eighth, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; provided, that (x) any such mandatory prepayments made by Borrower pursuant to Sections 1.3(b)(ii) or (iii) from the proceeds arising from a sale of a Vessel assets owned by the RBC Swiss Group Members shall be applied first to the principal and interest Schaublin Revolving Credit Advances (which application shall respectively reduce each of the Term Loan of Schaublin Intercompany Loans) until the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has same have been paid in full, full and then ratably to the other Term LoansObligations in the order set forth above or in the order set forth in clause (d) below (as applicable); and (y) any mandatory prepayments made by Borrower pursuant to Sections 1.3(b)(ii) or (iii) from the proceeds of assets owned by Borrower or its Domestic Subsidiaries shall be applied as set forth above or as set forth in clause (d) below (as applicable), except that no amounts shall be applied to the Schaublin Revolving Credit Advances until the U.S. Revolving Credit Advances have been paid in full and the Letter of Credit Obligations have been cash collateralized. Neither the Revolving Loan Commitments nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by any Borrower pursuant to Section 1.3(b)(ii), clauses (b)(iii), (b)(iv), (b)(vb)(ii) or (b)(vib)(iii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basisin the case of Verdant, to interest then due and payable on the Term LoansLoan; third, on a pro rata basis, to prepay the scheduled principal installments of the Term Loans in inverse order of maturity, until the Term Loans shall have been paid in full; fourth, to interest then due and payable on the such Borrower's Swing Line LoansLoan; fifthfourth, to the principal balance of the Swing Line Loans Loan outstanding to such Borrower until the same has shall have been repaid in full; sixth, on a pro rata basisfifth, to interest then due and payable on the Revolving Credit AdvancesAdvances made to such Borrower; seventh, as set forth belowsixth, to the outstanding principal balance of Revolving Credit Advances outstanding to such Borrower until the same shall have been paid in full, and eighth; seventh, 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; providedeighth, that any in the case of each Borrower other than Verdant, to interest then due and payable on the Term Loan; ninth, if the Swing Line Commitment is permanently reduced by the amount of such proceeds arising from a sale prepayment, to interest then due and payable on the Swing Line Loan of a Vessel shall be applied first each other Borrower, 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 interest 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 of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has shall have been paid prepaid in full; fourteenth, and then ratably to the other Term Loans. Neither the Revolving Loan Commitments nor if the Swing Line Loan Commitments shall be Commitment is not permanently reduced by the amount of any such prepayments. The Borrowers prepayment, to 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 determine which 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 are outstanding to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d)each other Borrower, pro rata; provided, that notwithstanding anything contained in this Section 1.3 to the contraryseventeenth, if an Event the Revolving Loan Commitment is not permanently reduced by the amount of Default shall have occurred and be continuing at the time of any such prepayment, then to the amounts principal balance of the Revolving Credit Advances made to be applied each other Borrower, pro rata, until the same shall have been paid in full; and last to any Letter of Credit Obligations of each other Borrower, pro rata, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized. To the extent practicable, prepayments of the Loans pursuant to Section 1.3(b) and Section 1.3(dthis clause (c) shall be applied by the Required Lenders as they deem appropriateapplied, with any particular Loan, first, to that portion of such Loan constituting Index Rate Loans and, thereafter, to that portion of such Loan constituting LIBOR Loans (with application to Interest Periods in a manner which would minimize LIBOR funding breakage costs payable under Section 1.13(b)).

Application of Certain Mandatory Prepayments. Any Subject to the provisions of Section 1.18 , any prepayments required to be made by any Borrower pursuant to Section 1.3(b)(ii)Sections 1.3 (b) (iii) , (b)(iii), b) (b)(iv), (b)(viv) or (b)(vib) (v) above shall be applied to the Obligations owing by that Borrower as follows: firstfirst , to Fees and reimbursable expenses of Administrative Agent, European Loan Agent and to Fees and/or Fronting Lender then due and payable pursuant to any of the Loan DocumentsDocuments owed to such parties by the applicable Borrower; secondsecond , on a pro rata basis, to interest then due and payable on in the Term Loans; third, on a pro rata basis, to prepay the scheduled principal installments case of the Term Loans in inverse order of maturity, until the Term Loans shall have been paid in full; fourthU.S. Borrower, to interest then due and payable on the Swing Line LoansLoan; fifththird , in the case of U.S. Borrower, to the principal balance of the Swing Line Loans Loan outstanding until the same has been repaid in full; sixth, on a pro rata basisfourth , 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; seventh, as set forth belowapplicable, to such Borrower; fifth , to the outstanding principal balance of European Revolving Credit Advances or U.S. Revolving Credit Advances, as applicable, to such Borrower outstanding until the same have has been paid in full, and eighth; sixth , 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; providedB provided , that any 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 arising from a sale of a Vessel shall be applied first returned to the principal and interest of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in full, and then ratably to the other Term Loansapplicable Borrower. Neither the any Revolving Loan Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be -------------------------------------------- made by Borrower pursuant to Section 1.3(b)(ii), clauses (b)(iii), (b)(iv), (b)(vc)(i) or (b)(vic)(ii) above shall be applied as follows: -------------- ------- follows (regardless of whether such prepayment is directed to Agent or Revolving Credit Agent, each of whom hereby agree to transfer any such prepayment, or the appropriate balance thereof, to the other for application in accordance with this sentence): first, to Fees and reimbursable expenses of Agent and to Fees then due and ----- payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and ------ payable on the Term LoansLoans (allocated between Note A and Note B in proportion to the relative principal amounts outstanding under each); third, on a pro rata basis, to prepay the ----- scheduled principal installments of the Term Loans in inverse order of maturitymaturity (allocated between Note A and Note B in proportion to the relative principal amounts outstanding under each), until the Term such Loans shall have been paid prepaid in full; fourth, to interest then due and payable on the Swing Line Loans; fifth, to the principal balance of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below------ fifth, to the outstanding principal balance of Revolving Credit Advances until ----- the same shall have been paid in full; and, and eighthsixth, to any Letter of Credit ----- Obligations, to provide cash collateral therefor in the manner set forth in Annex BG, until all such Letter of Credit Obligations have been fully cash ------- collateralized in the manner set forth in Annex B; provided, that any such proceeds arising from a sale of a Vessel shall be applied first to the principal and interest of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in full, and then ratably to the other Term Loans. Neither the G. The Revolving Loan Commitments nor the Swing Line Loan Commitments Commitment ------- shall not be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any Except for prepayments required made by Borrowers pursuant to be Section 1.3(b)(ii) attributable to the disposition of any Real Estate, any prepayments made by Borrower pursuant to Section 1.3(b)(ii), (b)(iiiSection 1.3(b)(iii), (b)(iv), (b)(vSection 1.3(b)(iv) or (b)(viSection 1.3(b)(v) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term LoansLoan; third, on a pro rata basis, to prepay the scheduled principal installments of the Term Loans Loan in inverse order of maturity, until the Term Loans such Loan shall have been paid prepaid in full; fourth, to interest then due and payable on the Borrowers' Swing Line Loans; fifth, to the principal balance of the Swing Line Loans Loan outstanding to Borrowers until the same has shall have been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit AdvancesAdvances made to Borrowers; seventh, as set forth below, to the outstanding 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, 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; providedB. Any prepayments made by Borrower pursuant to Section 1.3(b)(ii) attributable to the disposition of the Grapevine, that any such proceeds arising from a sale of a Vessel Texas Real Estate shall be applied first 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 and interest installments of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has 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, and then ratably 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 Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by Borrower pursuant to Section Sections 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v1.3(b)(iv) or (b)(vi1.3(b)(v) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term LoansLoan; third, on a pro rata basis, to prepay the scheduled principal installments of the Term Loans Loan in inverse order of maturity, until the such Term Loans Loan shall have been paid prepaid in full; fourth, to interest then due and payable on the Swing Line LoansLoan; fifth, to the principal balance of the Swing Line Loans outstanding Loan until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same have has been paid in full, ; and eighth, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; providedninth, that any such proceeds arising from a sale of a Vessel shall be applied first to interest then due and payable on the Term B Loan; tenth, to prepay the principal and interest of the Term Loan of the Borrower owning such Vessel in inverse order of maturityB Loan, until such Term B Loan has been paid prepaid in full, and then ratably to the other Term Loans. Neither the Revolving Loan Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by any Borrower pursuant to Section SECTIONS 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vib)(iii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term Loansthat Borrower's Swing Line Loan; third, on a pro rata basis, to prepay the scheduled principal installments balance of the Term Loans in inverse order of maturity, that Borrower's Swing Line Loan until the Term Loans shall have same has been paid repaid in full; fourth, to interest then due and payable on the Swing Line LoansRevolving Credit Advances to that Borrower; fifth, to the principal balance of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances made to that Borrower until the same have has been paid in full, and eighth; sixth, to any Letter of Credit ObligationsObligations of that Borrower, to provide cash collateral therefor in the manner set forth in Annex ANNEX B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex ANNEX B; providedseventh, that any such proceeds arising from a sale to interest then due and payable on the Swing Line Loan of a Vessel shall be applied first each other Borrower, pro rata; eighth, to the principal and interest balances of the Term Swing Line Loan outstanding to each other Borrower, pro rata, until the same have been repaid in full; ninth, to interest then due and payable on the Revolving Credit Advances outstanding to each other Borrower, pro rata; tenth, to the principal balance of the Borrower owning such Vessel in inverse order of maturityRevolving Credit Advances made to each other Borrower, pro rata, until such Term Loan the same has been paid in full, eleventh, to any Letter of Credit Obligations of each other Borrower, pro rata, to provide cash collateral therefore in the manner set forth in ANNEX B, until all such Letter of Credit Obligations have been fully cash collateralized and then ratably last, to the other Term LoansCanadian Obligations of the same type and order set forth in the preceding CLAUSES "FIRST" through "SIXTH" of the Canadian Borrowers. Neither the Revolving Loan Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving prepayments listed in SECTION 1.3. 2.3 SECTION 1.9(b) of the Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) Agreement is hereby deleted in its entirety and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.following is substituted therefor:

Application of Certain Mandatory Prepayments. Any prepayments required to be made by any Borrower pursuant to Section Sections 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vib)(iii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees the Agents then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term LoansSwing Line Loan; third, on a pro rata basis, to prepay the scheduled principal installments balance of the Term Loans in inverse order of maturity, Swing Line Loan until the Term Loans shall have same has been paid repaid in full; fourth, to interest then due and payable on the Swing Line Loans; fifth, to the principal balance of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth belowfifth, to the outstanding principal balance of Revolving Credit Advances until the same have has been paid in full; sixth, other than net proceeds from the issuance of common Stock and eighththe issuance of Indebtedness in a transaction permitted under Section 6.3(a)(xxiv), to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; providedseventh, that any unless such proceeds arising from a sale of a Vessel shall be applied first application would have an adverse tax consequence for the Borrowers under IRC Section 956, to the principal and interest Obligations (other than with respect to Bank Products) of the Term Loan same type and in the same order as set forth in the preceding clauses “first” through “sixth” of the Borrower owning US Borrowers or Canadian Borrowers as applicable whose Obligations were not covered by such Vessel in inverse order of maturitypreceding clauses; and eighth, until such Term Loan has been paid in full, and then ratably to the other Term Loanspay amounts owing with respect to Bank Products. Neither the Revolving Loan Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments.” 3.3. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Clause (a)(x) of Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.1.5 (

Application of Certain Mandatory Prepayments. Any prepayments required to be made by any Borrower pursuant to Section Sections 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vib)(iii) above shall be applied ---------------------- as follows: first, to repay in full the outstanding principal, accrued interest and accrued fees and expenses, if any, owing to Prior Lenders under the Pre-Petition Loan Agreement; second, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term Loans; third, on a pro rata basis, to prepay the scheduled principal installments of the Term Loans in inverse order of maturity, until the Term Loans shall have been paid in full; fourth, to interest then due and payable on the Swing Line LoansLoan; fifthfourth, to the principal balance of the Swing Line Loans Loan outstanding until the same has been repaid in full; sixth, on a pro rata basisfifth, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth belowsixth, to the outstanding principal balance of Revolving Credit Advances outstanding until the same have been paid in full, and eighth, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; provided, that any such proceeds arising from a sale of a Vessel shall be applied first to the principal and interest of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in full, seventh, with respect to any sale of Borrowers' assets resulting in net proceeds of at least $10 million, to cash collateralize the Letter of Credit Obligations in an amount equal to 105% of the maximum amount then available to be drawn under each applicable Letter of Credit outstanding, provided, that Borrowers shall only be -------- required to cash collateralize the Letter of Credit Obligations with such sale proceeds until such cash collateral account contains at least: (x) Forty Million Dollars ($40,000,000) if the outstanding Letter of Credit Obligations are greater than $55 million; (y) Thirty Million Dollars ($30,000,000) if the outstanding Letter of Credit Obligations are equal to or greater than $40 million but less than $55 million; and then ratably (z) Fifteen Million Dollars ($15,000,000) if the outstanding Letter of Credit Obligations are less than $40 million, provided further, that such cash collateralization -------- ------- amount shall be at all times reduced or increased in accordance with clauses (x) through (z) above, and be in the name of the Borrower Representative and pledged to, and subject to the other Term Loanscontrol of, the Agent, and last, to the extent excess proceeds remain after application as provided above, Borrowers shall retain such excess proceeds for working capital and general corporate purposes. Neither the Revolving Loan Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments." 3. The Borrowers shall determine which Revolving Clause (f) in the definition of the term "Borrowing Base" in Annex A of the DIP Credit Advances are Agreement is hereby amended as of the Amendment Effective Date by deleting such clause in its entirety and inserting in lieu thereof the following new clause (f) to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders read as they deem appropriate.follows:

Application of Certain Mandatory Prepayments. Any prepayments required to be made by any Borrower pursuant to Section Sections 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vib)(iii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term LoansRevolving Credit Advances made to that Borrower; third, on a pro rata basis, to prepay the scheduled principal installments balance of the Term Loans in inverse order of maturity, Revolving Credit Advances outstanding to that Borrower until the Term Loans shall have same has been paid in full; fourth, to interest then due and payable on the Swing Line Loans; fifth, to the principal balance of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same have been paid in full, and eighth, 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; providedfifth, that any such proceeds arising from a sale of a Vessel shall be applied first to interest then due and payable on the Revolving Credit Advances outstanding to each other Borrower, pro rata; sixth, to the principal and interest balance of the Term Loan of the Borrower owning such Vessel in inverse order of maturityRevolving Credit Advances made to each other Borrower, pro rata, until such Term Loan the same has been paid in full; seventh, to any Letter of Credit Obligations of each other Borrower, pro rata, to provide cash collateral therefore in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized; eighth, to any Rate Protection Obligations which may be due and then ratably payable by such Borrower until the same has been paid in full; and ninth, to any Rate Protection Obligations which may be due and payable by each other Borrower, pro rata, until the other Term Loanssame has been paid in full. Neither the Revolving Loan Commitments nor the Swing Line Loan Commitments The Commitment shall not be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be -------------------------------------------- made by any Borrower pursuant to Section Sections 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vib)(iii) above ---------------------- -------- (excluding prepayments from condemnation and insurance proceeds, as described in clause (d) below) shall be applied as follows: first, to Fees and reimbursable ---------- expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, second to interest then due and payable on the Term LoansRevolving Credit Advances made to that Borrower; third, on a pro rata basis, to prepay the scheduled principal installments balance of the Term Loans in inverse order of maturity, Revolving Credit Advances outstanding to that Borrower until the Term Loans shall have same has been paid in full; fourth, to interest then due and payable on any Letter of Credit Obligations of such Borrower to provide cash collateral therefor in the Swing Line Loansmanner set forth in Annex B, until all such Letter of Credit ------- Obligations have been fully cash collateralized in the manner set forth in Annex ----- B; fifth, to the principal balance of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, fifth to interest then due and payable on the Revolving Credit AdvancesAdvances - outstanding to each other Borrower, pro rata; seventh, as set forth belowsixth, to the outstanding principal balance of the Revolving Credit Advances made to each other Borrower, pro rata, until the same have has been paid in full, and eighth, last to any Letter of Credit ObligationsObligations of each other Borrower, pro rata, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully ------- cash collateralized in the manner set forth in Annex B; provided, that any such proceeds arising from a sale of a Vessel B. The Commitment shall be applied first to the principal and interest of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in full, and then ratably to the other Term Loans. Neither the Revolving Loan Commitments nor the Swing Line Loan Commitments shall ------- not be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be made pursuant to Section 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vib)(iv) above shall be applied as follows: first, to reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term LoansSwing Line Loans and Protective Advances; third, on a pro rata basis, to prepay the scheduled principal installments of the Term Loans in inverse order of maturity, until the Term Loans shall have been paid in full; fourth, to interest then due and payable on the Swing Line Loans; fifth, to the principal balance of the Swing Line Loans and Protective Advances outstanding until the same has have been repaid in full; sixthfourth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventhfifth, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same have been paid in full, and eighthsixth, 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; provided, that any such proceeds arising from a sale of a Vessel shall be applied first to the principal and interest of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in full, and then ratably to the other Term Loans. B. Neither the Revolving Loan Commitments nor the Swing Line Loan Commitments shall be permanently reduced by the amount of any such prepayments, except with respect to the Revolving Loan Commitments for prepayments pursuant to Sections 1.3(b)(ii) or 6.9(d) from the proceeds of dispositions of Vessels. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders Agent as they deem it deems appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by any Borrower pursuant to Section 1.3(b)(iiSections 2.3(b)(ii), (b)(iii), (b)(iv), (b)(viii) or (b)(viiv) above shall be applied as follows: first, to reasonable fees and reimbursable expenses of Agent and to Fees Co-Collateral Agents then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term Loans; third, on a pro rata basis, to prepay the scheduled principal installments prepayment of the Term Loans in inverse order of maturity, Swing Line Advances until the Term Loans shall have been paid in full; fourththird, to interest then due and payable on the Swing Line Loans; fifth, to the principal balance prepayment of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same have been paid in fullfull (provided, and eighth, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; providedhowever, that any such proceeds arising from a sale Net Cash Proceeds of a Vessel any asset Disposition of, or any casualty or condemnation event relating to, the Eligible Corporate Aircraft or the Eligible Real Estate shall be applied first to the principal and interest prepayment of the Term Loan of Revolver 1 Credit Advances until paid in full and then to the Borrower owning such Vessel in inverse order of maturity, Revolver 2 Credit Advances until such Term Loan has been paid in full); and fourth, to replace outstanding Letter of Credit Obligations and/or deposit an amount in cash in a cash collateral account established with Agent for the benefit of Lenders on terms and then ratably conditions satisfactory to Agent. To the extent there are no outstanding Revolving 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 other Term Loans, subject at all times to the Intercreditor Agreement. Neither the Revolving Loan Commitments nor The Commitment and the Swing Line Loan Commitments Commitment shall not be permanently reduced by the amount of any such prepaymentsall prepayments made by Borrowers pursuant to Sections 2.3(b)(ii)-(iv) to the extent applied pursuant to clauses third and fourth above. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived application of any prepayment pursuant to Section 1.3(b) and 2.3(b), shall be made, first, to Base Rate Loans and, second, to LIBOR Rate Loans. Each prepayment of Loans under Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d2.3(b) shall be applied accompanied by accrued and unpaid interest to the Required Lenders as they deem appropriatedate of such prepayment on the amount prepaid.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by any Borrower pursuant to Section 1.3(b)(iiCLAUSES (b)(ii), (b)(iii), or (b)(iv), (b)(v) or (b)(vi) above shall be applied as follows: firstFIRST, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basisSECOND, to PRO RATA payment of interest then due and payable on the such Borrower's Term LoansLoans and Acquisition Loan, if any; third, on a pro rata basisTHIRD, to prepay PRO RATA payment of the scheduled principal installments of the such Borrower's Term Loans and Acquisition Loan, if any, in inverse order of maturity, until such Loans shall have been prepaid in full; FOURTH, to payment of interest then due and payable on such Borrower's Swing Line Loan; FIFTH, to payment of the Term Loans principal balance of the Swing Line Loan outstanding to such Borrower until the same shall have been repaid in full; SIXTH, to payment of interest then due and payable on Revolving Credit Advances made to such Borrower; SEVENTH, to payment of the principal balance of Revolving Credit Advances outstanding to such Borrower until the same shall have been paid in full; fourthEIGHTH, to interest then due and payable on the Swing Line Loans; fifth, to the principal balance payment of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same have been paid in full, and eighth, to any Letter of Credit Obligations, Obligations of such Borrower to provide cash collateral therefor in the manner set forth in Annex ANNEX B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex ANNEX B; providedNINTH, that any such proceeds arising from a sale to interest then due and payable on the Term Loans and Acquisition Loan, if any, of a Vessel shall be applied first each other Borrower, PRO RATA; TENTH, to the principal and interest prepayment of scheduled installments of the Term Loan Loans and Acquisition Loan, if any, of the Borrower owning such Vessel each other Borrower, PRO RATA, in inverse order of maturity, until such Term Loans shall have been prepaid in full; ELEVENTH, to payment of interest then due and payable on the Swing Line Loan has of each other Borrower, PRO RATA; TWELFTH, to payment of the principal balance of the Swing Line Loan outstanding to each other Borrower, PRO RATA, until the same shall have been repaid in full; THIRTEENTH, to payment of interest then due and payable on the Revolving Credit Advances outstanding to each other Borrower, PRO RATA; FOURTEENTH, to payment of the principal balance of the Revolving Credit Advances made to each other Borrower, PRO RATA, until the same shall have been paid in full, and then ratably LAST to any Letter of Credit Obligations of each other Borrower, PRO RATA, to provide cash collateral therefor in the other Term Loans. Neither the Revolving Loan Commitments nor the Swing Line Loan Commitments shall be permanently reduced by the amount manner set forth in ANNEX B, until all such Letter of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall Obligations have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.been fully cash

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

Application of Certain Mandatory Prepayments. Any -------------------------------------------------- prepayments required to be made by any Borrower pursuant to Section 1.3(b)(ii), clause (b)(iii), (b)(iv), (b)(v) or (b)(via)(ii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term LoansRevolving Credit Advances made to such Borrower or such Borrower's Borrower Group; third, on a pro rata basis, to prepay the scheduled principal installments balance of the Term Loans in inverse order of maturity, Revolving Credit Advances outstanding to such Borrower or such Borrower's Borrower Group until the Term Loans same shall have been paid in full; fourth, to interest then due and payable on the Swing Line Loans; fifth, to the principal balance of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same have been paid in full, and eighth, to any Letter of Credit Obligations, Obligations of such Borrower or such Borrower's Borrower Group to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; providedfifth, that any such proceeds arising from a sale of a Vessel shall be applied first to interest then due and payable on the Revolving Credit Advances outstanding to each other Borrower or Borrower Group, pro rata; sixth, to the principal and interest balance of the Term Loan of the Revolving Credit Advances made to each other Borrower owning such Vessel in inverse order of maturityor Borrower Group, pro rata, until such Term Loan has the same shall have been paid in full, and then ratably last to any Letter of Credit Obligations of each other Borrower or Borrower Group, pro rata, to provide cash collateral therefor in the other Term Loansmanner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized. Neither the The Revolving Loan Commitments nor the Swing Line Loan Commitments Commitment shall not be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by Borrower pursuant to Section Sections 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vib)(v) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term LoansLoan B; third, on a pro rata basis, to prepay the scheduled principal installments of the Term Loans Loan B in inverse order of maturity, until the Term Loans shall have Loan B has been paid prepaid in full; fourth, to interest then due and payable on the Swing Line LoansLoan; fifth, to the principal balance of the Swing Line Loans outstanding Loan until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same have has been paid in full, and ; eighth, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; providedninth, that any such proceeds arising from a sale of a Vessel shall be applied first to Obligations under Interest Rate Agreements which the Agent has agreed in writing relate to Term Loan B (pro rata, based upon the amount thereof); tenth, to accrued and unpaid interest with respect to Term Loan C; eleventh, to the principal and interest amount of Term Loan C until the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan C has been paid prepaid in full; twelfth, to Obligations under Interest Rate Agreements (pro rata, based upon the amount thereof); and thirteenth, pro rata to all other Obligations then ratably to the other Term Loansdue and owing. Neither None of the Revolving Loan Commitments nor Commitment or the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by any Borrower pursuant to Section Sections 1.3(b)(ii), ) or (b)(iii), or clause (b)(iv), (b)(vd) or (b)(vi) above below shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term Loans; third, on a pro rata basis, to prepay the scheduled principal installments of the Term Loans in inverse order of maturity, until the Term Loans shall have been paid in full; fourth, to interest then due and payable on the such Borrower's Swing Line LoansLoan; fifth, third to the principal balance of the Swing Line Loans Loan outstanding to such Borrower until the same has shall have been repaid in full; sixth, on a pro rata basis, fourth to interest then due and payable on the Revolving Credit AdvancesAdvances made to such Borrower; seventh, as set forth below, fifth to the outstanding principal balance of Revolving Credit Advances outstanding to such Borrower until the same shall have been paid repaid in full, and eighth, ; 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; providedseventh to interest then due and payable on the Swing Line Loan of each other Borrower, that any such proceeds arising from a sale of a Vessel shall be applied first pro rata; eighth to the principal and interest balance of the Term Swing Line Loan outstanding to each other Borrower, pro rata, until the same shall have been repaid in full; ninth to interest then due and payable on the Revolving Credit Advances outstanding to each other Borrower, pro rata; tenth to the principal balance of the Borrower owning such Vessel in inverse order of maturityRevolving Credit Advances made to each other Borrower, pro rata, until such Term Loan has the same shall have been paid in full, and then ratably last to any Letter of Credit Obligations of each other Borrower, pro rata, to provide cash collateral therefor in the other Term Loansmanner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized. Neither the Revolving Loan Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by the Borrower pursuant to Section Sections 1.3(b)(ii), (b)(iii1.3(b)(iv), (b)(iv), (b)(vor 1.3(b)(vi) or (b)(vi) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term LoansLoan; third, on a pro rata basis, to prepay the scheduled principal installments of the Term Loans Loan in inverse order of maturity, until the Term Loans shall have Loan has been paid prepaid in full; fourth, to interest then due and payable on the Swing Line LoansLoan; fifth, to the principal balance of the Swing Line Loans outstanding Loan until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of the Revolving Credit Advances until the same have has been paid in full, ; and eighth, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; provided, that any such proceeds arising from a sale of a Vessel B. Any prepayments made by the Borrower pursuant to Section 1.3(b)(v) shall be applied first as follows: first, to Fees and reimbursable expenses of Agent then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on the Swing Line Loan; third, to the principal balance of the Swing Line Loan until the same has been repaid in full; fourth, to interest then due and payable on the Revolving Credit Advances; fifth, to the outstanding principal balance of the Revolving Credit Advances until the same has been paid in full; sixth, to interest then due and payable on the Term Loan; seventh, to prepay the scheduled principal installments of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such the Term Loan has been paid prepaid in full; and eighth, and then ratably to any Letter of Credit Obligations, to provide cash collateral therefor in the other Term Loans. 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 Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by any Borrower pursuant to Section 1.3(b)(ii), clause (b)(iii), (b)(iv), (b)(v) or (b)(vib)(ii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees Agents then due and payable pro rata pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term Loanssuch Borrower's Swing Line Loan; third, on a pro rata basis, to prepay the scheduled principal installments balance of the Term Loans in inverse order of maturity, Swing Line Loan outstanding to such Borrower until the Term Loans same shall have been paid repaid in full; fourth, to interest then due and payable on the Swing Line LoansRevolving Credit Advances made to such Borrower; fifth, to the principal balance of the Swing Line Loans Revolving Credit Advances outstanding to such Borrower until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same shall have been paid in full, and eighth; 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; providedseventh, that any such proceeds arising from a sale to interest then due and payable on the Swing Line Loan of a Vessel shall be applied first each other Borrower, pro rata; eighth, to the principal and interest balance of the Term Swing Line Loan outstanding to each other Borrower, pro rata, until the same shall have been repaid in full; ninth, to interest then due and payable on the Revolving Credit Advances outstanding to each other Borrower, pro rata; tenth, to the principal balance of the Borrower owning such Vessel in inverse order of maturityRevolving Credit Advances made to each other Borrower, pro rata, until such Term Loan has the same shall have been paid in full, and then ratably last to the other Term LoansBorrower which sold such assets. Neither the Revolving Loan Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by any Borrower pursuant to Section 1.3(b)(ii), clauses (b)(iii), (b)(iv), (b)(vb)(ii) or (b)(viiv) above or Section 5.4(c) shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees other Lenders then due and payable pursuant to any of the Loan Documents; second, to interest then due and payable on a such Borrower's Term Loans, pro rata basisrata; third, ratably to prepay the scheduled installments of such Borrower's Term Loans in inverse order of maturity, until such Loans shall have been prepaid in full; fourth to interest then due and payable on the Term LoansLoans of each other Borrower, pro rata; third, on a pro rata basisfifth, to prepay the scheduled principal installments of the Term Loans of such other Borrowers in inverse order of maturity, until the Term such Loans shall have been paid prepaid in full; fourthsixth, to interest then due and payable on the Revolving Credit Advances (including Swing Line LoansAdvances) made to such Borrower; fifthseventh, to the principal balance of the Revolving Credit Advances (including Swing Line Loans Advances) outstanding to such Borrower until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same shall have been paid in full, and ; eighth, 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; providedninth, that any such proceeds arising from a sale of a Vessel shall be applied first to interest then due and payable on the Revolving Credit Advances (including Swing Line Advances) outstanding to each other Borrower, pro rata; tenth, to the principal and interest balance of the Term Loan of the Borrower owning such Vessel in inverse order of maturityRevolving Credit Advances (including Swing Line Advances) made to each other Borrower, pro rata, until such Term Loan has the same shall have been paid in full; and last, and then ratably to any Letter of Credit Obligations of each other Borrower, pro rata, to provide cash collateral therefor in the other Term Loansmanner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized. Neither the Revolving Loan Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by Borrowers pursuant to Section SECTION 1.3(b)(ii) arising from the sale of assets permitted under SECTION 6.8(e) THROUGH (h) shall be applied first to interest then due and payable on Revolving Credit Advances and then to the principal balance of the Revolving Credit Advances, PROVIDED, with respect to a sale of assets permitted under SECTION 6.8(e) THROUGH (h), such sales are completed within twelve (12) calendar months after the Closing Date. All other prepayments made by Borrowers pursuant to SECTIONS 1.3(b)(ii), (b)(iii), or (b)(iv), (b)(v) or (b)(vi) above shall be applied as follows: firstFIRST, to Fees and reimbursable expenses of Agent and to Fees Revolving Credit Agent (equally) then due and payable pursuant to any of the Loan Documents; second, on a pro rata basisSECOND, to interest then due and payable on the Term LoansLoan; third, on a pro rata basisTHIRD, to prepay the scheduled principal installments of the Term Loans Loan in inverse order of maturity, until the Term Loans shall have Loan has been paid prepaid in full; fourthFOURTH, to interest then due and payable on the Swing Line LoansRevolving Credit Advances; fifthand FIFTH, to the principal balance of the Swing Line Loans Revolving Credit Advances outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same have been paid in full, and eighth, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; provided, that any such proceeds arising from a sale of a Vessel shall be applied first to the principal and interest of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in full, and then ratably to the other Term Loans. Neither the The Revolving Loan Commitments nor the Swing Line Loan Commitments Commitment shall not be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by Borrower pursuant to Section Sections 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(viv) 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 Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term LoansLoan B; third, on a pro rata basis, to prepay the scheduled principal installments of the Term Loans Loan B in inverse order of maturity, until the such Term Loans Loan B shall have been paid prepaid in full; fourth, to interest then due and payable on the Swing Line Loans; fifth, to the principal balance of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth belowfifth, to the outstanding principal balance of Revolving Credit Advances until the same have has been paid in full, ; and eighthsixth, 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; 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 proceeds arising from a sale of a Vessel prepayments shall be applied first 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 and interest installments of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in fullB, and then ratably applied to Revolving Credit Advances before application to provide cash collateral for any Letter of Credit Obligations in the other Term Loans. Neither the manner set forth in Annex B. The Revolving Loan Commitments nor the Swing Line Loan Commitments Commitment shall not be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by any Borrower pursuant to Section Sections 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vib)(iii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees the Agents then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term LoansSwing Line Loan; third, on a pro rata basis, to prepay the scheduled principal installments balance of the Term Loans in inverse order of maturity, Swing Line Loan until the Term Loans shall have same has been paid repaid in full; fourth, to interest then due and payable on the Swing Line Loans; fifth, to the principal balance of the Swing Line Loans outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth belowfifth, to the outstanding principal balance of Revolving Credit Advances until the same have has been paid in full; sixth, other than net proceeds from the issuance of common Stock and eighththe issuance of Indebtedness in a transaction permitted under Sections 6.3(a)(xxii) or (xxiii), 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; providedB and seventh, that any unless such proceeds arising from a sale of a Vessel shall be applied first application would have an adverse tax consequence for the Borrowers under IRC Section 956, to the principal and interest Obligations of the Term Loan same type and in the same order as set forth in the preceding clauses “first” through “sixth” of the Borrower owning US Borrowers or Canadian Borrowers as applicable whose Obligations were not covered by such Vessel in inverse order of maturity, until such Term Loan has been paid in full, and then ratably to the other Term Loanspreceding clauses. Neither the Revolving Loan Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are ; except to be repaid the extent provided pursuant to proceeds derived pursuant to the terms of Section 1.3(b) and Section 1.3(d1.3(b)(iv); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by any Borrower pursuant to Section 1.3(b)(iiCLAUSES (B)(IV), (b)(iiiB)(V), (b)(iv), (b)(v) or (b)(viB)(VI) above shall be applied as followsFOLLOWS: firstFIRST, to Fees and reimbursable expenses of Administrative Agent and to Fees then due and payable pursuant to any of the Loan Documents; secondSECOND, to fees and reimbursable expenses of Revolver Agent then due and payable pursuant to any of the Loan Documents; THIRD to interest then due and payable on a pro rata basisTerm Loan B; FOURTH, to prepay the scheduled installments of Term Loan B in inverse order of maturity, until such Loan shall have been prepaid in full; FIFTH, to interest then due and payable on Term Loan A; SIXTH, to prepay the scheduled installments of Term Loan A in inverse order of maturity, until such Loan shall have been prepaid in full; SEVENTH, to interest then due and payable on the Term LoansAcquisition Loan; third, on a pro rata basisEIGHTH, to prepay the scheduled principal installments balance of the Term Loans Acquisition Loan Advances outstanding in the inverse order of maturity, until the Term Loans same shall have been paid repaid in full; fourthNINTH, to interest then due and payable on the Swing Line LoansLoan (Revolver B); fifthTENTH, to the principal balance of the Swing Line Loans Loan (Revolver B) outstanding until the same has shall have been repaid in full; sixth, on a pro rata basisELEVENTH, to interest then due and payable on the Revolving Credit AdvancesSwing Line Loan (Revolver A); seventh, as set forth belowTWELFTH, to the principal balance of the Swing Line Loan (Revolver A) outstanding until the same shall have been repaid in full; THIRTEENTH, to interest then due and payable on Revolving Credit Advances (Revolver B); FOURTEENTH, to the principal balance of Revolving Credit Advances (Revolver B) outstanding until the same shall have been paid in full; FIFTEENTH, to interest then due and eighthpayable on Revolving Credit Advances (Revolver A); SIXTEENTH, to the principal balance of Revolving Credit Advances (Revolver A) outstanding until the same shall have been paid in full; and LAST, to any Letter of Credit Obligations, Obligations to provide cash collateral therefor in the manner set forth in Annex ANNEX B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; provided, that any such proceeds arising from a sale ANNEX B. None of a Vessel shall be applied first to the principal and interest of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in full, and then ratably to the other Term Loans. Neither the Revolving Loan Commitments nor Commitment (Revolver A), the Revolving Loan Commitment (Revolver B), the Swing Line Loan Commitments Commitment (Revolver A) or the Swing Line Commitment (Revolver B) shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be -------------------------------------------- made by any Borrower pursuant to Section 1.3(b)(ii), clauses (b)(iii), (b)(iv), (b)(v) or (b)(vib)(ii) above shall be applied as --------------- follows: first, to Fees and reimbursable expenses of Agent and to Fees Agents then due and payable ----- pro rata pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and -------- ------ payable on the Term Loanssuch Borrower's Swing Line Loan; third, on a pro rata basis, to prepay the scheduled principal installments balance of ----- the Term Loans in inverse order of maturity, Swing Line Loan outstanding to such Borrower until the Term Loans same shall have been paid repaid in full; fourth, to interest then due and payable on the Swing Line LoansRevolving Credit ------ Advances made to such Borrower; fifth, to the principal balance of the Swing Line Loans Revolving ----- Credit Advances outstanding to such Borrower until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same shall have been paid in full, and eighth; 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; providedseventh, that any such proceeds arising from a sale to interest then due and payable on the Swing ------- ------- Line Loan of a Vessel shall be applied first each other Borrower, pro rata; eighth, 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; ninth, to interest then due and interest payable on the ----- Revolving Credit Advances outstanding to each other Borrower, pro rata; tenth, --- ---- ----- to the principal balance of the Term Loan of the Borrower owning such Vessel in inverse order of maturityRevolving Credit Advances made to each other Borrower, pro rata, until such Term Loan has the same shall have been paid in full, and then ratably last to the other Term Loans--- ---- ---- Borrower which sold such assets. Neither the Revolving Loan Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by Borrowers pursuant to Section 1.3(b)(iiCLAUSES (b)(ii), (b)(iii), or (b)(iv), (b)(v) or (b)(vi) above shall be applied as follows: firstFIRST, to Fees and reimbursable expenses of Administrative Agent and to Fees then due and payable pursuant to any of the Loan Documents; secondSECOND, to interest then due and payable, pro rata, on the outstanding Term Loans; THIRD, to prepay the scheduled installments, pro rata, of the outstanding Term Loans, applied to installments pro rata (on a pro rata basis, except that holders of Term Loan B shall have the option to interest then due decline to receive any such mandatory prepayments and payable on any amount so declined shall be applied to prepayments of or in respect of Loans, Advances or other Obligations in the Term Loans; third, on a pro rata basis, to prepay the scheduled principal installments of the Term Loans in inverse order of maturityherein provided), until the Term such Loans shall have been paid prepaid in full; fourthFOURTH, to interest then due and payable on the Swing Line LoansLoan; fifthFIFTH, to the principal balance of the Swing Line Loans outstanding Loan until the same has shall have been repaid in full; sixth, on a pro rata basisSIXTH, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth belowSEVENTH, to the outstanding principal balance of Revolving Credit Advances until the same shall have been paid in full, ; and eighthEIGHTH, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex ANNEX B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; provided, that any such proceeds arising from a sale of a Vessel shall be applied first to the principal and interest of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in full, and then ratably to the other Term Loans. ANNEX B. Neither the Revolving Loan Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any Subject to the SREF Intercreditor Agreement and Section 5.15, any prepayments required to be made by Borrowers pursuant to Section 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vib)(iii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term LoansSwing Line Loan; third, on a pro rata basis, to prepay the scheduled principal installments balance of the Term Loans in inverse order of maturity, Swing Line Loan outstanding until the Term Loans shall have same has been paid repaid in full; fourth, to interest then due and payable on the Swing Line LoansRevolving Credit Advances; fifth, to the principal balance of the Swing Line Loans Revolving Credit Advances outstanding until the same has been repaid paid in full; provided that payments shall first be applied to any Index Rate Loan and next to any LIBOR Loan; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same have been paid in full, and eighth, 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; providedseventh, that any such proceeds arising from a sale of a Vessel shall be applied first to interest then due and payable on the Term Loan; and eighth, to the principal balance of the Term Loan; and interest 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 Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in full, and then ratably to the other 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 Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by any Borrower pursuant to Section 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(viiii) above shall be applied as follows: first, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term Loansthat Borrower’s Swing Line Loan; third, on a pro rata basis, to prepay the scheduled principal installments balance of the Term Loans in inverse order of maturity, Swing Line Loan outstanding to that Borrower until the Term Loans shall have same has been paid repaid in full; fourth, to interest then due and payable on the Swing Line LoansTranche A Revolving Credit Advances made to that Borrower; fifth, to the principal balance of the Swing Line Loans Tranche A Revolving Credit Advances outstanding to that Borrower until the same has been repaid paid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same have been paid in full, and eighth, to any Letter of Credit Obligations, Obligations of such Borrower to provide cash collateral therefor therefore in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; providedseventh, that any such proceeds arising from a sale to interest then due and payable on the Swing Line Loan of a Vessel shall be applied first each other Borrower, pro rata; eighth, to the principal and interest balances of the Term Swing Line Loan outstanding to each other Borrower, pro rata, until the same have been repaid in full; ninth, to interest then due and payable on the Tranche A Revolving Credit Advances outstanding to each other Borrower, pro rata; tenth, to the principal balance of the Borrower owning such Vessel in inverse order of maturityTranche A Revolving Credit Advances made to each other Borrower, pro rata, until the same has been paid in full; eleventh, to any Letter of Credit Obligations of each other Borrower, pro rata, to provide cash collateral therefore in the manner set forth in Annex B, until all such Term Loan Letter of Credit Obligations have been fully cash collateralized; twelfth, to interest then due and payable on Tranche B Revolving Credit Advances made to that Borrower; thirteenth, to the principal balance of Tranche B Revolving Credit Advances outstanding to that Borrower until the same has been paid in full, with a corresponding permanent reduction in the Tranche B Revolving Loan Commitments; fourteenth, to interest then due and then ratably payable on the Tranche B Revolving Credit Advances outstanding to each other Borrower, pro rata; and last, to the principal balance of the Tranche B Revolving Credit Advances made to each other Term LoansBorrower, pro rata, until the same has been paid in full, with a corresponding permanent reduction in the Tranche B Revolving Loan Commitments. Neither the Tranche A Revolving Loan Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by any Borrower pursuant to Section Sections 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vib)(iii) above or Section 1.3(d) below shall be applied as follows: first, to reimbursable expenses prepay the scheduled principal installments of Agent and to Fees 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, on a pro rata basis, to interest then due and payable on the Ratable Share(s) of the Term Loans; thirdA Loan of each other Borrower, on a pro rata basisrata, to prepay the scheduled principal installments of the Ratable Share(s) of the Term Loans 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 that Borrower's Ratable Share of the Term B Loan in inverse order 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 paid prepaid in full; fourth, to interest then due the Ratable Share(s) of the 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 payable on such prepayment shall be allocated pro rata among the Swing Line 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 such Ratable Share(s) have been prepaid in full; fifth, to the principal balance of the Swing Line Loans Revolving Credit Advances outstanding to that Borrower until the same has been repaid paid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth below, to the outstanding principal balance of Revolving Credit Advances until the same have been paid in full, and eighth, 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; providedseventh, that any such proceeds arising from a sale of a Vessel shall be applied first to the principal and interest balance of the Term Loan of the Borrower owning such Vessel in inverse order of maturityRevolving Credit Advances made to each other Borrower, pro rata, until such Term Loan the same has been paid in full; and eighth, and then ratably to any Letter of Credit Obligations of each other Borrower, pro rata, to provide cash collateral therefor in the other Term Loans. Neither the Revolving Loan Commitments nor the Swing Line Loan Commitments shall be permanently reduced by the amount manner set forth in Annex B, until all such Letter of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall Obligations have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriatebeen fully cash collateralized.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by Borrower pursuant to Section Sections 1.3(b)(ii), (b)(iii), (b)(iv), (b)(v) or (b)(vib)(iv) above shall be applied as follows: first, to reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basis, to interest then due and payable on the Term Loans; third, on a pro rata basis, to prepay the scheduled principal installments of the Term Loans Loan in inverse order of maturity, until the Term Loans shall have been paid in full; fourth, to interest then due and payable on the Swing Line Loans; fifthsecond, to the principal balance of the Swing Line Loans Loan outstanding until the same has been repaid in full; sixth, on a pro rata basis, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth belowthird, to the outstanding principal balance of Revolving Credit Advances outstanding until the same have has been paid in full; fourth, and eighthto the principal balance of Export-Related Advances outstanding until the same has been paid in full; fifth, to any Letter of Credit Obligations, Obligations to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; and sixth, to prepay the principal and any accrued interest on the Last Out Term Loan, until paid in full; provided, that however, any Term Lender may elect by written notice to the Agent prior to the date of any prepayment made pursuant to Section 1.3(b)(iv) to decline any or all of such proceeds arising from a sale prepayment of a Vessel its Term Loan, in which case the aggregate amount which would have been applied to prepay the Term Loan but was so declined shall be applied first as follows: first, to the principal and interest balance of the Term Swing Line Loan outstanding until the same has been repaid in full; second, to the principal balance of Revolving Credit Advances outstanding until the Borrower owning such Vessel in inverse order of maturity, until such Term Loan same has been paid in full; third, and then ratably to the other principal balance of Export-Related Advances outstanding until the same has been paid in full; fourth, to any Letter of Credit Obligations to provide cash collateral therefor in the manner set forth in Annex B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; and fifth, to prepay the principal and any accrued interest on the Last Out Term LoansLoan, until paid in full. Neither None of the Revolving Loan Commitments nor Commitment, the Export-Related Loan Commitment or the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied by the Required Lenders as they deem appropriate.

Application of Certain Mandatory Prepayments. Any prepayments required to be made by Borrower pursuant to Section 1.3(b)(ii), CLAUSES (b)(iii), (b)(iv), (b)(vb)(ii) or (b)(vib)(iii) above shall be applied as follows: firstFIRST, to Fees and reimbursable expenses of Agent and to Fees then due and payable pursuant to any of the Loan Documents; second, on a pro rata basisSECOND, to interest then due and payable on the Term LoansLoan; third, on a pro rata basisTHIRD, to prepay the scheduled principal installments of the Term Loans Loan in inverse order of maturity, until the Term Loans such Loan shall have been paid prepaid in full; fourthFOURTH, to interest then due and payable on the Swing Line LoansLoan; fifthFIFTH, to the principal balance of the Swing Line Loans outstanding Loan until the same has shall have been repaid in full; sixth, on a pro rata basisSIXTH, to interest then due and payable on the Revolving Credit Advances; seventh, as set forth belowSEVENTH, to the outstanding principal balance of Revolving Credit Advances until the same shall have been paid in full, ; and eighthEIGHTH, to any Letter of Credit Obligations, to provide cash collateral therefor in the manner set forth in Annex ANNEX B, until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth in Annex B; provided, that any such proceeds arising from a sale of a Vessel shall be applied first to the principal and interest of the Term Loan of the Borrower owning such Vessel in inverse order of maturity, until such Term Loan has been paid in full, and then ratably to the other Term Loans. ANNEX B. Neither the Revolving Loan Commitments Commitment nor the Swing Line Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. The Borrowers shall determine which Revolving Credit Advances are to be repaid pursuant to proceeds derived pursuant to Section 1.3(b." (d) and Section 1.3(d); provided, that notwithstanding anything contained in this Section 1.3 to the contrary, if an Event of Default shall have occurred and be continuing at the time of any such prepayment, then the amounts to be applied pursuant to Section 1.3(b) and Section 1.3(d) shall be applied of the Credit Agreement is amended by deleting such Section in its entirety and replacing it with the Required Lenders as they deem appropriate.following: