Common use of Application of Certain Mandatory Prepayments Clause in Contracts

Application of Certain Mandatory Prepayments. (i) If the 2005 Equity Raise has not yet occurred or does not occur, any prepayments pursuant to Section 1.3(b)(ii) above arising from any asset disposition by any US Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any US Credit Party shall be paid and applied as follows: (A) an amount equal to 50% of such proceeds shall be paid and applied first, by US Borrower to pay interest then due any payable on the US Term Loan; second, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; third, by European Borrower to pay interest then due and payable on the European Term Loan; fourth, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; fifth, , by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law; and (B) an amount equal to 50% of such proceeds shall be paid and applied first, by US Borrower to pay interest then due and payable on the US Swing Line Loan; second, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; third, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; fourth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fifth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; sixth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; seventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; eighth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, ninth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; tenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; eleventh, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. If the 2005 Equity Raise has occurred, any prepayments pursuant to Section 1.3(b)(ii) above arising from any asset disposition by any US Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any US Credit Party shall be paid and applied as follows: first, by US Borrower to pay interest then due and payable on the US Swing Line Loan; second, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; third, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; fourth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fifth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; sixth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; seventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; eighth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, ninth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; tenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; eleventh, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. If, when and to the extent Innovations and/or any of its Subsidiaries is required to use the proceeds of Asset Sales (as such term is defined in the Indenture) to repay the Revolving Loans and permanently reduce the availability of the Revolving Loan Commitments, the European Revolving Loan Commitment shall be so reduced to the extent the proceeds of such Asset Sale were applied to the European Revolving Loan and the US Revolving Loan Commitment shall be so reduced to the extent the proceeds of such Asset Sale were applied to the US Revolving Loan. Otherwise, none of the US Revolving Loan Commitment or the European Revolving Loan Commitment shall be permanently reduced by the amount of any such prepayment. (ii) If the 2005 Equity Raise has not yet occurred or does not occur, any prepayments pursuant to Section 1.3(b)(iii) above arising from any asset disposition by any European Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any European Credit Party shall be paid and applied as follows: (A) an amount equal to 50% of such proceeds shall be paid and applied first, by European Borrower to pay interest then due and payable on the European Term Loan; second, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; third, by US Borrower to pay any interest then due and payable on the US Term Loan; fourth, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; fifth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law; and (B) an amount equal to 50% of such proceeds shall be paid and applied first, by European Borrower to pay interest then due and payable on the European Swing Line Loan; second, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full; third, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; fourth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; fifth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized; sixth, by US Borrower to pay interest then due and payable on the US Swing Line Loan; seventh, by US Borrower to prepay the principal balance of the Swing Line Loan until paid in full; eighth, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; ninth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; tenth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; eleventh, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. If the 2005 Equity Raise has occurred, any prepayments pursuant to Section 1.3(b)(iii) above arising from any asset disposition by any European Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any European Credit Party shall be paid and applied as follows: first, by European Borrower to pay interest then due and payable on the European Swing Line Loan; second, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full; third, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; fourth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; fifth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized, sixth; by US Borrower to pay interest then due and payable on the US Swing Line Loan; seventh, by US Borrower to prepay the principal balance of the Swing Line Loan until paid in full; eighth, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; ninth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; tenth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; eleventh, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments or US Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments except as otherwise provided in the last sentence of clause (i). (iii) Any prepayments pursuant to Section 1.3(b)(iv) above (other than as a result of the 2005 Equity Raise) shall be paid and applied as follows: first, by US Borrower to pay interest then due and payable on the US Term Loan; second, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; third, by European Borrower to pay any interest then due and payable on the European Term Loan; fourth, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; fifth, by US Borrower to pay interest then due and payable on the US Swing Line Loan; sixth, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; seventh, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; eighth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; ninth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; tenth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; eleventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; twelfth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, thirteenth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; fourteenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; fifteenth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (iv) Any prepayments pursuant to Section 1.3(b)(iv) resulting from the 2005 Equity Raise shall be paid and applied as follows: (A) an amount equal to 100% of the net cash proceeds described in Section 1.3(b)(iv) with respect thereto shall be paid and applied first, by US Borrower to pay interest then due and payable on the US Term Loan; second, by US Borrower to prepay the outstanding principal amount of the US Term Loan until prepaid in full; third, by European Borrower to pay any interest then due and payable on the European Term Loan; fourth, by European Borrower to prepay the outstanding principal amount of the European Term Loan until prepaid in full; and (B) any excess of the amount described in clause (A) above remaining after the prepayment contemplated in clause (A) above shall be paid and applied as follows: an amount equal to 50% of such excess amount shall be paid and applied first, by US Borrower to pay interest then due and payable on the US Swing Line Loan; second, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; third, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; fourth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fifth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; sixth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; seventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; eighth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full; ninth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; tenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; eleventh, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (v) Any prepayments pursuant to Section 1.3(b)(v) above shall be paid and applied as follows: first, by US Borrower to pay interest then due any payable on the US Term Loan; second, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; third, by European Borrower to pay interest then due and payable on the European Term Loan; fourth, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; fifth, by US Borrower to pay interest then due and payable on the US Swing Line Loan; sixth, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; seventh, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; eighth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; ninth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; tenth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; eleventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; twelfth, by Eu

Application of Certain Mandatory Prepayments. (i) If the 2005 Equity Raise has not yet occurred or does not occur, Any prepayments made by any prepayments Borrower pursuant to Section 1.3(b)(iiSections 1.3(b)(iii), (b)(iv) or (b)(v) above arising from any asset disposition by any US Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any US Credit Party shall be paid and applied to the Obligations owing by that Borrower as follows: (A) an amount equal to 50% of such proceeds shall be paid and applied first, by US Borrower to pay interest Fees and reimbursable expenses of Agent, North American Collateral Agent and European Agent then due and payable pursuant to any payable on of the US Term LoanLoan Documents; second, by US Borrower in the case of U.S. Borrower, to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; third, by European Borrower to pay interest then due and payable on the European Term U.S. Swing Line Loan; third, in the case of U.S. Borrower, to the principal balance of the U.S. Swing Line Loan outstanding until the same has been repaid in full; fourth, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; fifth, , by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law; and (B) an amount equal to 50% of such proceeds shall be paid and applied first, by US Borrower to pay interest then due and payable on European Revolving Credit Advances (and, in that case, first to interest on the US Swing Line LoanEuropean Revolving Credit Advances excluding the Participation Fee and second to the Participation Fee) or U.S. Revolving Credit Advances, as applicable, to such Borrower; secondfifth, by US Borrower to prepay the principal balance of European Revolving Credit Advances or U.S. Revolving Credit Advances, as applicable, to such Borrower outstanding until the US Swing Line Loan until same has been paid in full; thirdsixth, by US Borrower if an Event or Default has occurred and is continuing, to pay interest then due and payable on US Revolving any European Letter of Credit Advances; fourthObligations or U.S. Letter of Credit Obligations, by US Borrower to prepay the principal balance as applicable, of the US Revolving Credit Advances until paid in full; fifth, by US Borrower Borrowers to provide cash collateral therefor in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalfB, until all such Letter of Credit Obligations have been fully cash collateralized; sixth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; seventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; eighth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, ninth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; tenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; eleventh, by European Borrower to provide cash collateral collateralized in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralizedB; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. If the 2005 Equity Raise has occurredlast, any prepayments pursuant to Section 1.3(b)(ii) above arising from any asset disposition by any US Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any US Credit Party shall be paid and applied as follows: first, by US Borrower to pay interest then due and payable on the US Swing Line Loan; second, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; third, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; fourth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fifth, by US Borrower to provide cash collateral in the manner set forth case of U.S. Borrower, to European Obligations in Annex B for such order as Agent elects. Neither any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; sixth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; seventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; eighth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, ninth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; tenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; eleventh, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. If, when and to the extent Innovations and/or any of its Subsidiaries is required to use the proceeds of Asset Sales (as such term is defined in the Indenture) to repay the Revolving Loans and permanently reduce the availability of the Revolving Loan Commitments, the European Revolving Loan Commitment shall be so reduced to nor the extent the proceeds of such Asset Sale were applied to the European Revolving Loan and the US Revolving Loan Commitment shall be so reduced to the extent the proceeds of such Asset Sale were applied to the US Revolving Loan. Otherwise, none of the US Revolving Loan Commitment or the European Revolving Loan Commitment shall be permanently reduced by the amount of any such prepayment. (ii) If the 2005 Equity Raise has not yet occurred or does not occur, any prepayments pursuant to Section 1.3(b)(iii) above arising from any asset disposition by any European Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any European Credit Party shall be paid and applied as follows: (A) an amount equal to 50% of such proceeds shall be paid and applied first, by European Borrower to pay interest then due and payable on the European Term Loan; second, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; third, by US Borrower to pay any interest then due and payable on the US Term Loan; fourth, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; fifth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law; and (B) an amount equal to 50% of such proceeds shall be paid and applied first, by European Borrower to pay interest then due and payable on the European U.S. Swing Line Loan; second, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full; third, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; fourth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; fifth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized; sixth, by US Borrower to pay interest then due and payable on the US Swing Line Loan; seventh, by US Borrower to prepay the principal balance of the Swing Line Loan until paid in full; eighth, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; ninth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; tenth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; eleventh, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. If the 2005 Equity Raise has occurred, any prepayments pursuant to Section 1.3(b)(iii) above arising from any asset disposition by any European Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any European Credit Party shall be paid and applied as follows: first, by European Borrower to pay interest then due and payable on the European Swing Line Loan; second, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full; third, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; fourth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; fifth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized, sixth; by US Borrower to pay interest then due and payable on the US Swing Line Loan; seventh, by US Borrower to prepay the principal balance of the Swing Line Loan until paid in full; eighth, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; ninth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; tenth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; eleventh, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments or US Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments except as otherwise provided in the last sentence of clause (i). (iii) Any prepayments pursuant to Section 1.3(b)(iv) above (other than as a result of the 2005 Equity Raise) shall be paid and applied as follows: first, by US Borrower to pay interest then due and payable on the US Term Loan; second, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; third, by European Borrower to pay any interest then due and payable on the European Term Loan; fourth, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; fifth, by US Borrower to pay interest then due and payable on the US Swing Line Loan; sixth, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; seventh, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; eighth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; ninth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; tenth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; eleventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; twelfth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, thirteenth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; fourteenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; fifteenth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments Commitment shall be permanently reduced by the amount of any such prepayments. (iv) Any prepayments pursuant to Section 1.3(b)(iv) resulting from the 2005 Equity Raise shall be paid and applied as follows: (A) an amount equal to 100% of the net cash proceeds described in Section 1.3(b)(iv) with respect thereto shall be paid and applied first, by US Borrower to pay interest then due and payable on the US Term Loan; second, by US Borrower to prepay the outstanding principal amount of the US Term Loan until prepaid in full; third, by European Borrower to pay any interest then due and payable on the European Term Loan; fourth, by European Borrower to prepay the outstanding principal amount of the European Term Loan until prepaid in full; and (B) any excess of the amount described in clause (A) above remaining after the prepayment contemplated in clause (A) above shall be paid and applied as follows: an amount equal to 50% of such excess amount shall be paid and applied first, by US Borrower to pay interest then due and payable on the US Swing Line Loan; second, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; third, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; fourth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fifth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; sixth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; seventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; eighth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full; ninth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; tenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; eleventh, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (v) Any prepayments pursuant to Section 1.3(b)(v) above shall be paid and applied as follows: first, by US Borrower to pay interest then due any payable on the US Term Loan; second, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; third, by European Borrower to pay interest then due and payable on the European Term Loan; fourth, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; fifth, by US Borrower to pay interest then due and payable on the US Swing Line Loan; sixth, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; seventh, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; eighth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; ninth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; tenth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; eleventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; twelfth, by Eu

Application of Certain Mandatory Prepayments. (i) If the 2005 Equity Raise has not yet occurred or does not occur, any Any prepayments pursuant to Section 1.3(b)(ii) above arising from any asset disposition by any US Credit Party and by, any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of of, any US Credit Party Party, and any prepayments pursuant to Section 5.4(d), shall be paid made and applied as follows: (A) an amount equal to 50% of such proceeds shall be paid and applied first, by US Borrower to pay interest then due any payable on the US Term Loan; second, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; third, by European Borrower to pay interest then due and payable on the European Term Loan; fourthsecond, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; fifth, , by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law; and (B) an amount equal to 50% of such proceeds shall be paid and applied first, by US Borrower to pay interest then due and payable on the US Swing Line Loan; second, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; third, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; fourth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fifthfourth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; sixth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; seventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; eighthfifth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, ninth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; tenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; eleventhsixth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. If None of the 2005 Equity Raise has occurred, US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (ii) Any prepayments pursuant to Section 1.3(b)(ii1.3(b)(iii) above arising from any asset disposition by any US Credit Party by, and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of of, any US European Credit Party shall be made and applied as follows: first, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; second, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; third, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to European Borrower or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (iii) Any prepayments pursuant to Sections 1.3(b)(iv) above shall be made and applied as follows: first, by US Borrower to pay interest then due and payable on prepay the scheduled principal installments of the US Swing Line LoanTerm Loan in inverse order of maturity until prepaid in full; second, by US European Borrower to prepay the scheduled principal balance installments of the US Swing Line European Term Loan in inverse order of maturity until paid prepaid in full; third, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; fourth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fifthfourth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; sixth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; seventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; eighth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, ninth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; tenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; eleventh, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. If, when and to the extent Innovations and/or any of its Subsidiaries is required to use the proceeds of Asset Sales (as such term is defined in the Indenture) to repay the Revolving Loans and permanently reduce the availability of the Revolving Loan Commitments, the European Revolving Loan Commitment shall be so reduced to the extent the proceeds of such Asset Sale were applied to the European Revolving Loan and the US Revolving Loan Commitment shall be so reduced to the extent the proceeds of such Asset Sale were applied to the US Revolving Loan. Otherwise, none of the US Revolving Loan Commitment or the European Revolving Loan Commitment shall be permanently reduced by the amount of any such prepayment. (ii) If the 2005 Equity Raise has not yet occurred or does not occur, any prepayments pursuant to Section 1.3(b)(iii) above arising from any asset disposition by any European Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any European Credit Party shall be paid and applied as follows: (A) an amount equal to 50% of such proceeds shall be paid and applied first, by European Borrower to pay interest then due and payable on the European Term Loan; second, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; third, by US Borrower to pay any interest then due and payable on the US Term Loan; fourth, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; fifth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law; and (B) an amount equal to 50% of such proceeds shall be paid and applied first, by European Borrower to pay interest then due and payable on the European Swing Line Loan; second, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full; third, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; fourth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; fifth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized; sixth, by US Borrower to pay interest then due and payable on the US Swing Line Loan; seventh, by US Borrower to prepay the principal balance of the Swing Line Loan until paid in full; eighth, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; ninth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; tenth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; eleventh, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. If the 2005 Equity Raise has occurred, any prepayments pursuant to Section 1.3(b)(iii) above arising from any asset disposition by any European Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any European Credit Party shall be paid and applied as follows: first, by European Borrower to pay interest then due and payable on the European Swing Line Loan; second, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full; third, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; fourth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; fifth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized, sixth; by US Borrower to pay interest then due and payable on the US Swing Line Loan; seventh, by US Borrower to prepay the principal balance of the Swing Line Loan until paid in full; eighth, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; ninth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; tenth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; eleventh, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments or US Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments except as otherwise provided in the last sentence of clause (i). (iii) Any prepayments pursuant to Section 1.3(b)(iv) above (other than as a result of the 2005 Equity Raise) shall be paid and applied as follows: first, by US Borrower to pay interest then due and payable on the US Term Loan; second, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; third, by European Borrower to pay any interest then due and payable on the European Term Loan; fourth, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; fifth, by US Borrower to pay interest then due and payable on the US Swing Line Loan; sixth, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; seventh, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; eighth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; ninth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; tenth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; eleventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; twelfth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, thirteenth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; fourteenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; fifteenth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (iv) Any prepayments pursuant to Section 1.3(b)(ivSections 1.3(b)(v) resulting from the 2005 Equity Raise above shall be paid made and applied as follows: (A) an amount equal to 100% of the net cash proceeds described in Section 1.3(b)(iv) with respect thereto shall be paid and applied first, by US Borrower to pay interest then due and payable on the US Term Loan; second, by US Borrower to prepay the outstanding scheduled principal amount installments of the US Term Loan in inverse order of maturity until prepaid in full; third, by European Borrower to pay any interest then due and payable on the European Term Loan; fourthsecond, by European Borrower to prepay the outstanding scheduled principal amount installments of the European Term Loan in inverse order of maturity until prepaid in full; and (B) any excess of the amount described in clause (A) above remaining after the prepayment contemplated in clause (A) above shall be paid and applied as follows: an amount equal to 50% of such excess amount shall be paid and applied first, by US Borrower to pay interest then due and payable on the US Swing Line Loan; second, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; third, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; fourth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fifthfourth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; sixth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; seventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; eighthfifth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full; ninth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; tenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; eleventhsixth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (v) Any prepayments pursuant to Section 1.3(b)(vSections 1.3(b)(vi) above shall be paid made and applied as follows: first, by US European Borrower to pay interest then due any payable on prepay the US scheduled principal installments of the European Term LoanLoan pro rata until prepaid in full; second, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; third, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to European Borrower or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (vi) Any prepayments pursuant to Sections 1.3(b)(vii) above shall be made and applied as follows: first, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity pro rata until prepaid in full; third, by European Borrower to pay interest then due and payable on the European Term Loan; fourthsecond, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity pro rata until prepaid in full; fifth, by US Borrower to pay interest then due and payable on the US Swing Line Loan; sixth, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; seventh, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; eighththird, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; ninthfourth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; tenth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; eleventhfifth, by European Borrower to pay interest then due and payable on prepay the principal balance of the European Swing Line LoanRevolving Credit Advances until paid in full; twelfthsixth, by EuEuropean Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. (vii) Any prepayments required in this Section 1.3(c) shall be applied first to the repayment of Index Rate Loans of the type of Loan required to be prepaid and then to LIBOR Rate Loans. In the event any LIBOR Rate Loans are required to be prepaid pursuant to this Section 1.3(c), payments may be made to a cash collateral account held by Agent and applied to the Loans at the end of the applicable LIBOR Period. Loans repaid with proceeds held in the cash collateral account shall not be deemed repaid until such amounts are actually applied to the payment of the Loans.

Application of Certain Mandatory Prepayments. (i) If the 2005 Equity Raise has not yet occurred or does not occur, any Any prepayments pursuant to Section SECTION 1.3(b)(ii) above arising from any asset disposition by any US Credit Party by, and any prepayments pursuant to Section SECTION 5.4(c) arising from any casualty or condemnation proceeds with respect to property of of, any US Credit Party shall be paid made and applied as follows: (A) an amount equal to 50% of such proceeds shall be paid and applied first, by US Borrower to pay interest then due any payable on the US Term Loan; secondFIRST, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; third, by European Borrower to pay interest then due and payable on the European Term Loan; fourthSECOND, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; fifth, , by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law; and (B) an amount equal to 50% of such proceeds shall be paid and applied first, by US Borrower to pay interest then due and payable on the US Swing Line Loan; second, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; third, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; fourth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fifth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; sixth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; seventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; eighthTHIRD, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, ninth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; tenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; eleventhand FOURTH, by European Borrower to provide cash collateral in the manner set forth in Annex ANNEX B for any Letter of Credit Obligations incurred on its behalfObligations, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess . None of the European Revolving Loan Commitments shall be returned to Borrowers or to permanently reduced by the amount of any other Person entitled thereto under applicable law. If the 2005 Equity Raise has occurred, any such prepayments. (ii) Any prepayments pursuant to Section 1.3(b)(iiSECTION 1.3(b)(iii) above arising from any asset disposition by any US Credit Party by, and any prepayments pursuant to Section SECTION 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any US Credit Party shall be paid and applied as follows: firstof, by US Borrower to pay interest then due and payable on the US Swing Line Loan; second, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; third, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; fourth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fifth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; sixth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; seventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; eighth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, ninth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; tenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; eleventh, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. If, when and to the extent Innovations and/or any of its Subsidiaries is required to use the proceeds of Asset Sales (as such term is defined in the Indenture) to repay the Revolving Loans and permanently reduce the availability of the Revolving Loan Commitments, the European Revolving Loan Commitment shall be so reduced to the extent the proceeds of such Asset Sale were applied to the European Revolving Loan and the US Revolving Loan Commitment shall be so reduced to the extent the proceeds of such Asset Sale were applied to the US Revolving Loan. Otherwise, none of the US Revolving Loan Commitment or the European Revolving Loan Commitment shall be permanently reduced by the amount of any such prepayment. (ii) If the 2005 Equity Raise has not yet occurred or does not occur, any prepayments pursuant to Section 1.3(b)(iii) above arising from any asset disposition by any European Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any European Credit Party shall be paid made and applied as follows: (A) an amount equal to 50% of such proceeds shall be paid and applied first, by European Borrower to pay interest then due and payable on the European Term Loan; secondFIRST, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; thirdSECOND, by US European Borrower to pay prepay the principal balance of the European Revolving Credit Advances until paid in full; THIRD, by European Borrower to provide cash collateral in the manner set forth in ANNEX B for any interest then due Letter of Credit Obligations until all such Letter of Credit Obligations have been fully cash collateralized; and payable on any excess shall be returned to European Borrower or to any other Person entitled thereto under applicable law. None of the US Term Loan; fourthEuropean Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (iii) Any prepayments pursuant to SECTIONS 1.3(b)(iv) above shall be made and applied as follows: FIRST, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; fifth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law; and (B) an amount equal to 50% of such proceeds shall be paid and applied first, by European Borrower to pay interest then due and payable on the European Swing Line Loan; secondSECOND, by European Borrower to prepay the scheduled principal balance installments of the European Swing Line Term Loan in inverse order of maturity until paid prepaid in full; third, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; fourthTHIRD, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; fifthFOURTH, by European Borrower to provide cash collateral in the manner set forth in Annex ANNEX B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized; sixth, by US Borrower to pay interest then due and payable on the US Swing Line Loan; seventh, by US Borrower to prepay the principal balance of the Swing Line Loan until paid in full; eighth, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; ninth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; tenth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; eleventh, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers European Borrower or to any other Person entitled thereto under applicable law. If None of the 2005 Equity Raise has occurred, European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (iv) Any prepayments pursuant to Section 1.3(b)(iiiSECTIONS 1.3(b)(v) above arising from any asset disposition by any European Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any European Credit Party shall be paid made and applied as follows: first, by European Borrower to pay interest then due and payable on the European Swing Line Loan; secondFIRST, by European Borrower to prepay the scheduled principal balance installments of the European Swing Line Term Loan until paid prepaid in full; third, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; fourthSECOND, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; fifthTHIRD, by European Borrower to provide cash collateral in the manner set forth in Annex ANNEX B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized, sixth; by US Borrower to pay interest then due and payable on the US Swing Line Loan; seventh, by US Borrower to prepay the principal balance of the Swing Line Loan until paid in full; eighth, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; ninth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; tenth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; eleventh, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers European Borrower or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments or US Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments except as otherwise provided in the last sentence of clause (i)prepayments. (iiiv) Any prepayments pursuant to Section 1.3(b)(ivSECTIONS 1.3(b)(vi) above (other than as a result of the 2005 Equity Raise) shall be paid made and applied as follows: first, by US Borrower to pay interest then due and payable on the US Term Loan; secondFIRST, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; third, by European Borrower to pay any interest then due and payable on the European Term Loan; fourthSECOND, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; fifth, by US Borrower to pay interest then due and payable on the US Swing Line Loan; sixth, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; seventh, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; eighth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; ninth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; tenth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; eleventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; twelfthTHIRD, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, thirteenth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; fourteenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; fifteenthand FOURTH, by European Borrower to provide cash collateral in the manner set forth in Annex ANNEX B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (ivvi) Any prepayments required in this SECTION 1.3(c) shall be applied first to the repayment of Index Rate Loans of the type of Loan required to be prepaid and then to LIBOR Rate Loans. In the event any LIBOR Rate Loans are required to be prepaid pursuant to Section 1.3(b)(iv) resulting from the 2005 Equity Raise shall this SECTION 1.3(c), payments may be paid made to a cash collateral account held by Agent and applied as follows: (A) an amount equal to 100% the Loans at the end of the net applicable LIBOR Period. Loans repaid with proceeds held in the cash proceeds described in Section 1.3(b)(iv) with respect thereto collateral account shall not be paid and deemed repaid until such amounts are actually applied first, by US Borrower to pay interest then due and payable on the US Term Loan; second, by US Borrower to prepay the outstanding principal amount payment of the US Term Loan until prepaid in full; third, by European Borrower to pay any interest then due and payable on the European Term Loan; fourth, by European Borrower to prepay the outstanding principal amount of the European Term Loan until prepaid in full; and (B) any excess of the amount described in clause (A) above remaining after the prepayment contemplated in clause (A) above shall be paid and applied as follows: an amount equal to 50% of such excess amount shall be paid and applied first, by US Borrower to pay interest then due and payable on the US Swing Line Loan; second, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; third, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; fourth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fifth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; sixth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; seventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; eighth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full; ninth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; tenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; eleventh, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepaymentsLoans. (v) Any prepayments pursuant to Section 1.3(b)(v) above shall be paid and applied as follows: first, by US Borrower to pay interest then due any payable on the US Term Loan; second, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; third, by European Borrower to pay interest then due and payable on the European Term Loan; fourth, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; fifth, by US Borrower to pay interest then due and payable on the US Swing Line Loan; sixth, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; seventh, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; eighth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; ninth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; tenth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; eleventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; twelfth, by Eu

Application of Certain Mandatory Prepayments. (i) If the 2005 Equity Raise has not yet occurred or does not occur, any Any prepayments pursuant to Section 1.3(b)(ii) above arising from any asset disposition by any US Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any US Credit Party shall be paid and applied as follows: (A) in an amount equal to 50100% of such proceeds shall be paid and applied as follows: first, by US Borrower to pay interest then due any and payable on the US Term LoanLoan until paid in full; second, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; third, by European Borrower to pay interest then due and payable on the European Term Loan; fourth, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; fifth, , by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law; and (B) an amount equal to 50% of such proceeds shall be paid and applied first, by US Borrower to pay interest then due and payable on the US Swing Line LoanLoan until paid in full; secondfourth, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; thirdfifth, by US Borrower to pay interest then due and payable on US Revolving Credit AdvancesAdvances until paid in full; fourthsixth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances and Swap Obligations on a ratable basis based on the amount of such US Revolving Credit Advances then outstanding and such Eligible Swap Obligations then due and payable until paid in full; fifthseventh, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; sixth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; seventheighth, by European Borrower to pay interest then due and payable on the European Swing Line LoanLoan until paid in full; eighthninth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, ninthtenth, by European Borrower to pay interest then due and payable on European Revolving Credit AdvancesAdvances until paid in full; tentheleventh, by European Borrower to prepay European Revolving Credit Advances until paid in full; eleventh, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. If the 2005 Equity Raise has occurred, any prepayments pursuant to Section 1.3(b)(ii) above arising from any asset disposition by any US Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any US Credit Party shall be paid and applied as follows: first, by US Borrower to pay interest then due and payable on the US Swing Line Loan; second, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; third, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; fourth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; fifth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; sixth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; seventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; eighth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, ninth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; tenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; eleventhtwelfth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. If, when and to the extent Innovations and/or any of its Subsidiaries is required to use the proceeds of Asset Sales (as such term is defined in the Indenture) to repay the Revolving Loans and permanently reduce the availability of the Revolving Loan Commitments, the European Revolving Loan Commitment shall be so reduced to the extent the proceeds of such Asset Sale were applied to the European Revolving Loan and the US Revolving Loan Commitment shall be so reduced to the extent the proceeds of such Asset Sale were applied to the US Revolving Loan. Otherwise, none of the US Revolving Loan Commitment or the European Revolving Loan Commitment shall be permanently reduced by the amount of any such prepayment. (ii) If the 2005 Equity Raise has not yet occurred or does not occur, any Any prepayments pursuant to Section 1.3(b)(iii) above arising from any asset disposition by any European Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any European Credit Party shall be paid and applied as follows: (A) in an amount equal to 50100% of such proceeds shall be paid and applied as follows: first, by European Borrower to pay interest then due and payable on the European Term Loan; second, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; third, by US Borrower to pay any interest then due and payable on the US Term LoanLoan until paid in full; fourthsecond, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; third, by European Borrower to pay interest then due and payable on the European Swing Line Loan until paid in full; fourth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full; fifth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances until paid in full; sixth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; seventh, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized; eighth, by US Borrower to pay interest then due and payable on the US Swing Line Loan until paid in full; ninth, by US Borrower to prepay the principal balance of the Swing Line Loan until paid in full; tenth, by US Borrower to pay interest then due and payable on US Revolving Credit Advances until paid in full; eleventh, by US Borrower to prepay the US Revolving Credit Advances and Swap Obligations on a ratable basis based on the amount of such US Revolving Credit Advances then outstanding and such Eligible Swap Obligations then due and payable until paid in full; twelfth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments or US Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments except as otherwise provided in the penultimate sentence of clause (i). (iii) Any prepayments of any Equity Prepayment Amount pursuant to Section 1.3(b)(iv) shall be paid and applied as follows: (A) an amount equal to 33 1/3% of such Equity Prepayment Amount shall be paid and applied first, by US Borrower to pay interest then due and payable on the US Term Loan; second, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; third, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law; and (B) an amount equal to 5066 2/3% of such proceeds Equity Prepayment Amount shall be paid and applied first, by US Borrower and European Borrower Borrower, as applicable, to pay interest then due and payable on the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the US Swing Line Loan interest and the European Swing Line Loan interest based on the amount of each such interest then outstanding until paid in full; second, by US Borrower and European Borrower Borrower, as applicable, to prepay the principal balance of the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the principal balance of the US Swing Line Loan and the principal balance of the European Swing Line Loan based on the amount of each such principal amount then outstanding until paid in full; third, by US Borrower and European Borrower Borrower, as applicable, to pay interest then due and payable on the US Revolving Credit Advances and the European Revolving Credit Advances, such amount to be payable on a ratable basis to the US Revolving Loan interest and the European Revolving Loan interest based on the amount of each such interest then outstanding until paid in full; fourth, by US Borrower and European Borrower Borrower, as applicable, to prepay the US Revolving Credit Advances and the European Revolving Credit Advances, such amount to be payable on a ratable basis to the principal balance of the US Revolving Credit Advances and the principal balance of the European Revolving Credit Advances based on the amount of each such principal amount then outstanding until paid in full; fifth, by US Borrower and European Borrower Borrower, as applicable, to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf until all of each such Letter of Credit Obligations have been fully cash collateralized; sixthBorrower, by US Borrower such amount to pay interest then due and payable be provided on a ratable basis based on the US Swing Line Loan; seventh, by US Borrower to prepay the principal balance of the Swing Line Loan until paid in full; eighth, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; ninth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; tenth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all behalf of each such Letter of Credit Obligations have been fully cash collateralized; eleventh, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. If the 2005 Equity Raise has occurred, any prepayments pursuant to Section 1.3(b)(iii) above arising from any asset disposition by any European Credit Party and any prepayments pursuant to Section 5.4(c) arising from any casualty or condemnation proceeds with respect to property of any European Credit Party shall be paid and applied as follows: first, by European Borrower to pay interest then due and payable on the European Swing Line Loan; second, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full; third, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; fourth, by European Borrower to prepay the principal balance of the European Revolving Credit Advances until paid in full; fifth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf until all such Letter of Credit Obligations have been fully cash collateralized, sixth; by US Borrower to pay interest then due and payable on the US Swing Line Loan; seventh, by US Borrower to prepay the principal balance of the Swing Line Loan until paid in full; eighth, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; ninth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; tenth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; eleventh, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the European Revolving Loan Commitments or US Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments except as otherwise provided in the last sentence of clause (i). (iii) Any prepayments pursuant to Section 1.3(b)(iv) above (other than as a result of the 2005 Equity Raise) shall be paid and applied as follows: first, by US Borrower to pay interest then due and payable on the US Term Loan; second, by US Borrower to prepay the scheduled principal installments of the US Term Loan in inverse order of maturity until prepaid in full; third, by European Borrower to pay any interest then due and payable on the European Term Loan; fourth, by European Borrower to prepay the scheduled principal installments of the European Term Loan in inverse order of maturity until prepaid in full; fifth, by US Borrower to pay interest then due and payable on the US Swing Line Loan; sixth, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; seventh, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; eighth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; ninth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; tenth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; eleventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; twelfth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full, thirteenth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; fourteenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; fifteenth, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, outstanding until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (iv) Any prepayments pursuant to Section 1.3(b)(iv1.3(b)(v) resulting from the 2005 Equity Raise and Section 1.3(b)(vii) above shall be paid and applied as follows: (A) an amount equal to 100% of the net cash proceeds described in Section 1.3(b)(iv) with respect thereto shall be paid and applied first, by US Borrower to pay interest then due and payable on the US Term LoanLoan until paid in full; second, by US Borrower to prepay the outstanding scheduled principal amount installments of the US Term Loan in inverse order of maturity until prepaid in full; third, by European Borrower to pay any interest then due and payable on the European Term Loan; fourth, by European Borrower to prepay the outstanding principal amount of the European Term Loan until prepaid in full; and (B) any excess of the amount described in clause (A) above remaining after the prepayment contemplated in clause (A) above shall be paid and applied as follows: an amount equal to 50% of such excess amount shall be paid and applied first, by US Borrower and European Borrower, as applicable, to pay interest then due and payable on the US Swing Line Loan and the European Swing Line Loan, such amount to be payable on a ratable basis to the US Swing Line Loan interest and the European Swing Line Loan interest based on the amount of each such interest then outstanding until paid in full; secondfourth, by US Borrower and European Borrower, as applicable, to prepay the principal balance of the US Swing Line Loan until paid in full; thirdand the European Swing Line Loan, by US Borrower such amount to pay interest then due and be payable on US Revolving Credit Advances; fourth, by US Borrower a ratable basis to prepay the principal balance of the US Revolving Credit Advances Swing Line Loan and the principal balance of the European Swing Line Loan based on the amount of each such principal amount then outstanding until paid in full; fifth, by US Borrower and European Borrower, as applicable, to pay interest then due and payable on the US Revolving Credit Advances and the European Revolving Credit Advances, such amount to be payable on a ratable basis to the US Revolving Loan interest and the European Revolving Loan interest based on the amount of each such interest then outstanding until paid in full; sixth, by US Borrower and European Borrower, as applicable, to prepay the European Revolving Credit Advances and prepay (or pay in the case of the Eligible Swap Obligations then due and payable) the US Revolving Credit Advances and Swap Obligations, such payment to be allocated as follows: (1) to the European Revolving Credit Advances in an amount equal to the product of (x) 100% of the applicable prepayment amount being made at such time pursuant to this item sixth and (y) a fraction, the numerator of which is equal to the amount of the European Revolving Credit Advances then outstanding and the denominator of which is equal to the sum of the European Revolving Credit Advances then outstanding and the US Revolving Credit Advances and Swap Obligations; and (2) the remainder of such prepayment being made at such time pursuant to this item sixth to the US Revolving Credit Advances then outstanding and the Eligible Swap Obligations then due and payable, such amount to be paid on a ratable basis based on the amount of such US Revolving Credit Advances then outstanding and Eligible Swap Obligations then due and payable until paid in full; seventh, by US Borrower and European Borrower, as applicable, to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalfbehalf of each such Borrower, until all such Letter of Credit Obligations have been fully cash collateralized; sixth, by US Borrower in respect of any Eligible Swap Obligations amount to the extent such Eligible Swap Obligations are due and payable; seventh, by European Borrower to pay interest then due and payable be provided on a ratable basis based on the European Swing Line Loan; eighth, by European Borrower to prepay the principal balance of the European Swing Line Loan until paid in full; ninth, by European Borrower to pay interest then due and payable on European Revolving Credit Advances; tenth, by European Borrower to prepay European Revolving Credit Advances until paid in full; eleventh, by European Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, behalf of each such Borrower then outstanding until all such Letter of Credit Obligations have been fully cash collateralized; and any excess shall be returned to Borrowers or to any other Person entitled thereto under applicable law. None of the US Revolving Loan Commitments or the European Revolving Loan Commitments shall be permanently reduced by the amount of any such prepayments. (v) [Intentionally Omitted.] (vi) [Intentionally Omitted.] (vii) [Intentionally Omitted.] (viii) Any prepayments required in this Section 1.3(c) shall be applied first to the repayment of Index Rate Loans of the type of Loan required to be prepaid and then to LIBOR Rate Loans. In the event any LIBOR Rate Loans are required to be prepaid pursuant to this Section 1.3(b)(v) above shall 1.3(c), payments may be paid made to a cash collateral account held by Agent and applied as follows: first, by US Borrower to pay interest then due any payable on the US Term Loan; second, by US Borrower to prepay Loans at the scheduled principal installments end of the US Term Loan applicable LIBOR Period. Loans repaid with proceeds held in inverse order of maturity the cash collateral account shall not be deemed repaid until prepaid in full; third, by European Borrower such amounts are actually applied to pay interest then due and payable on the European Term Loan; fourth, by European Borrower to prepay the scheduled principal installments payment of the European Term Loan in inverse order of maturity until prepaid in full; fifth, by US Borrower to pay interest then due and payable on the US Swing Line Loan; sixth, by US Borrower to prepay the principal balance of the US Swing Line Loan until paid in full; seventh, by US Borrower to pay interest then due and payable on US Revolving Credit Advances; eighth, by US Borrower to prepay the principal balance of the US Revolving Credit Advances until paid in full; ninth, by US Borrower to provide cash collateral in the manner set forth in Annex B for any Letter of Credit Obligations incurred on its behalf, until all such Letter of Credit Obligations have been fully cash collateralized; tenth, by US Borrower in respect of any Eligible Swap Obligations to the extent such Eligible Swap Obligations are due and payable; eleventh, by European Borrower to pay interest then due and payable on the European Swing Line Loan; twelfth, by EuLoans.”