Common use of Application of Mandatory Prepayments Clause in Contracts

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively.

Application of Mandatory Prepayments. The Issuer (a) Subject to paragraph (b), prepayments made pursuant to this Clause 10 (Mandatory Prepayment) or Clause 25.21 (Notes Purchases) shall provide be applied in the Agent following order: (i) first, in cancellation of the Available Commitments (and each Purchaser with written notice the Available Commitment of any payment the Lenders will be cancelled rateably) (such cancellation shall be deemed to be made a prepayment even though no cash is paid by the Borrower to the Lenders); (ii) secondly, in permanent prepayment and cancellation of Utilisations and cancellation of Commitments; and (iii) thirdly, in repayment and cancellation of the Ancillary Outstandings and Ancillary Commitments. (b) Unless the Company makes an election under paragraph (c) below, the Borrowers shall make prepayments and cancellations under this Section 2.07(bClause 10 or Clause 25.21 (Notes Purchases) at least the following times: (i) in the case of Net Cash Proceeds (if any) required to be applied pursuant to Clause 10.2 (Disposals), within 364 days following receipt of those Net Cash Proceeds; and (ii) in the case of amounts required to be prepaid pursuant to Clause 25.21 (Notes Purchases), on or prior to the date of completion of the Notes Purchase in relation to which such prepayment is required. (c) Subject to paragraph (d) below, the Company may elect, by no less than two (2) Business Days prior Days’ notice in writing to the date Agent (or such payment shorter period as the Majority Lenders may agree), that any prepayment of a Utilisation due under Clause 25.21 (Notes Purchases), to the extent it will be applied under any sub-clause other than sub-clause “first” of Clause 10.4(a) (Application of mandatory prepayments), may be made on the last day of the Interest Period relating to that Utilisation. If the Company makes that election then an amount of the Utilisation equal to the amount of the relevant prepayment shall be due and payable on the last day of its Interest Period. (d) If the Company has made an election under paragraph (c) above but an Event of Default has occurred and is continuing, that election shall no longer apply and a proportion of the Utilisation in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (unless the Majority Lenders otherwise agree). (e) Subject to paragraphs (f) to (h) below, if monies are required to be applied in prepayment or repayment of Utilisations under this Section 2.07(bClause 10 (Mandatory Prepayment) but, in order to be so applied, need to be upstreamed or otherwise transferred from one member of the Group to another member of the Group to effect that payment, no amounts shall be payable under that Clause: (i) to the extent that the upstreaming or transfer of funds to make the relevant payment: (A) is prohibited by the local law of the jurisdiction from which the upstreaming (or other transfer) is to be made or the local law of the jurisdiction to which the upstreaming (or other transfer) should be made (in each case including, without limitation, any corporate benefit, capital maintenance, general legal or statutory limitations, financial assistance, fraudulent preference or laws or regulations (or analogous restrictions)); (B) would result in a risk to the officers or directors of the relevant member of the Group of contravention of their fiduciary or officers’ or directors’ duties and/or of civil or criminal liability; or (ii) in circumstances where the Taxes or other costs to the Group of the upstreaming (or other transfer) of funds to make the relevant payment is equal to or exceeds five per cent of the amount to be upstreamed or transferred. (f) Each Obligor shall (and the Company shall procure that each relevant member of the Group will) use all commercially reasonable endeavours to overcome any restrictions (including without limitation by seeking to upstream or otherwise transfer the relevant monies to one or more other members of the Group) and/or minimise any Taxes or other costs of any upstreaming (or other transfer). The Administrative Agent If at any time those restrictions are removed or (as the case may be) those Taxes or costs are reduced, the Company must procure that an amount equal to the relevant proceeds will promptly notify each Purchaser holding Notes to be prepaid applied in prepayment of the Facility in accordance with this Agreement at the end of the next Interest Period. (g) If cash required for making such prepayment notice is available to any other member of the contents of Restricted Group and such prepayment notice and of such Purchaser’s pro rata share cash is not projected to be required by any member of the estimated prepayment. Each Purchaser may reject all Restricted Group during the next 12 Months (but not less than all“Free Cash”) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(iand sub-paragraphs (e)(i) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) above would not apply to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified aboveany prepayment made using Free Cash, any such failure will be deemed an acceptance other members of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Restricted Group shall (to the NPA. Subject extent it is able to Section 2.12 of the Intercreditor Agreementdo so without breaching any legal restriction applicable to it (including, without limitation, any financial assistance prohibition), having used all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied firstcommercially reasonable endeavours to overcome any such restriction), to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by apply the amount of Free Cash towards any applicable prepayment (or, as applicable, towards upstreaming (or otherwise transferring) such Free Cash to a Borrower to enable it to make that prepayment. Each such ). (h) The obligation to make a mandatory prepayment under Clause 10.1 (Exit) shall not be applied subject to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyany limitation set out under paragraph (e) above.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is All amounts required to be under paid pursuant to this Section 2.07(b2.09(c) shall be applied as follows: (A) with respect to all amounts paid pursuant to Section 2.09(c)(i) or in respect of an Other Revolving Loan pursuant to an analogous provision in any Refinancing Amendment, first to Swing Line Loans, second to Revolving Loans and any Other Revolving Loans, as applicable, and third to Cash Collateralize L/C Obligations; and (B) with respect to all amounts paid by the Lead Borrower pursuant to Section 2.09(c)(iii) or (iv). The Administrative Agent will promptly notify , except as may be otherwise specified in any Refinancing Amendment or Increase Joinder, as applicable (with respect to any Other Term Loans or Incremental Term Loans, as applicable, subject to such Refinancing Amendment or Increase Joinder, as applicable; provided that such Refinancing Amendment or Increase Joinder, as applicable, shall not provide for better than pro rata treatment for such Other Term Loans or Incremental Term Loans, as applicable, with respect of each Purchaser holding Notes other Class of Term Loans, Incremental Term Loans and Other Term Loans), ratably to be prepaid the remaining Principal Amortization Payments; provided that, in accordance with such prepayment notice the case of Section 2.09(c)(iii), at the contents Lead Borrower’s option, the Lead Borrower may apply a portion of such amounts to prepay outstanding Indebtedness incurred pursuant to Section 7.01(s) to the extent (x) such Indebtedness is secured by the Collateral on a pari passu basis with the Liens securing the Loans and (y) a mandatory prepayment notice and in respect of such Purchaser’s pro rata share Asset Disposition, Casualty or Condemnation is required under the terms of such other Indebtedness, in which case, the estimated prepayment. Each Purchaser may reject all (but not less than all) amount of its pro rata share of any mandatory prepayment of Notes required to be made with respect to such Net Cash Proceeds pursuant to Section 2.7(b)(i2.09(c)(iii) and (ii) (such declined amounts, shall be deemed to be the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) amount equal to the Agent and product of (x) the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment Net Cash Proceeds multiplied by (y) a fraction, the numerator of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.09(c)(iii) and the Notes, denominator of which is the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce sum of the Commitments by the outstanding principal amount of such prepayment. Each such prepayment shall outstanding Indebtedness incurred pursuant to Section 7.01(s) and the outstanding principal amount of Term Loans required to be applied prepaid pursuant to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelySection 2.09(c)(iii).

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is All amounts required to be under paid pursuant to this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes 2.05(b) shall be applied as follows: (A) with respect to be all amounts prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i2.05(b)(i), first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the remaining L/C Obligations; (B) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii) and (ii) (such declined amountsiii)(A), the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) first ratably to the Agent Term Loans (ratably to the remaining principal amortization payments), second, ratably to the L/C Borrowings and the IssuerSwing Line Loans, no later than 2:00 p.m. one (1) Business Day prior third, to the date outstanding Revolving Loans, and, fourth, to Cash Collateralize the remaining L/C Obligations; (C) with respect to all amounts prepaid pursuant to Sections 2.05(b)(iii)(B), to the Loans being refinanced by the applicable Refinancing Facility; and (D) with respect to all amounts prepaid pursuant to Sections 2.05(b)(iv), (I) with respect to the fiscal year ending December 31, 2015, to the Tranche B-1 Term Loan (ratably to the remaining principal amortization payments) and (B) with respect to the fiscal year ending December 31, 2016 and thereafter, ratably to the Tranche B-1 Term Loan and Tranche B-2 Term Loan (ratably to the remaining principal amortization payments of such prepaymentTerm Loan). If a Purchaser fails to deliver a Rejection Notice to Within the Agent within parameters of the time frame specified applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Base Rate Loans and then to the NPAEurodollar Rate Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b2.05(b) not constituting Declined Proceeds shall be applied firstsubject to Section 3.05 and Section 2.09(c) (if applicable), to prepay but otherwise without premium or penalty, and shall be accompanied by interest on the outstanding principal amount prepaid through the date of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is All amounts required to be under paid pursuant to this Section 2.07(b3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A). The Administrative Agent will promptly notify , to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (with, in each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents case, 25% of such prepayment notice being applied to the remaining Principal Amortization Payments in direct order of maturities thereof and 75% of such Purchaser’s prepayment being applied ratably to the remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount), (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(1) and 3.3(b)(iii)(B), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments) and SECOND, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied pursuant to this clause (D)), (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii)(A)(2), FIRST, to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (without any reduction in the Revolving Committed Amount) and SECOND, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments), (F) with respect to all amounts prepaid pursuant to Section 3.3(b)(iv), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case to remaining Principal Amortization Payments in inverse order of maturities thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount) and (G) with respect to all amounts prepaid pursuant to Section 3.3(b)(v), FIRST, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (in each case ratably to remaining Principal Amortization Payments thereof) and SECOND, to the Revolving Loans (without any reduction in the Revolving Committed Amount). Solely for purposes of determining the pro rata share of the estimated prepayment. Each Purchaser may reject all Lenders in connection with any prepayment referred to in this subclause (but not less than allD) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and this clause (ii) (such declined amountsvi), the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of all Revolving Loans and LOC Obligations of any Lender which then holds outstanding Tranche A Term Loans shall be deemed to be additional Tranche A Term Loan principal owing to such Lender. Within the Notesparameters of the applications set forth above, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment prepayments shall be applied first to Base Rate Loans and then to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, but otherwise without premium or penalty, and shall, in the Notes and Commitments case of Eurodollar Loans, be accompanied by interest on the Purchasers in accordance with their respective pro rata share in respect principal amount prepaid through the date of the Notes and Commitments, respectivelyprepayment.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is All amounts required to be under paid pursuant to this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes shall be applied as follows: (A) with respect to be all amounts prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amounts), the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior first to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice outstanding Swingline Loans and (2) second to the Agent within outstanding Revolving Loans. (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (vii), (1) first to the time frame specified Term Loan (ratably to the remaining amortization payments thereof), (2) second to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving Committed Amount). Within the parameters of the applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Alternate Base Rate Loans and then to the NPALIBOR Rate Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied firstsubject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty; provided, however, so long as no Default or Event of Default has occurred and is continuing, to prepay the outstanding principal amount extent any prepayment under this Section 2.7(b) will be applied to LIBOR Rate Loans in accordance with the terms of this Section 2.7(b)(viii) and such application will result in an indemnification liability of the NotesBorrower pursuant to the terms of Section 2.15, at the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce option of the Commitments Borrower such prepayment proceeds shall be held by the amount Administrative Agent, on behalf of such prepayment. Each such prepayment the Lenders, in an account in the name of the Administrative Agent and shall be applied to the Notes and Commitments of the Purchasers Obligations in accordance with their respective pro rata share in respect the terms hereof at the end of the Notes applicable Interest Periods with respect to such LIBOR Rate Loans; it being understood that (x) the Obligations to be paid with such prepayment proceeds shall be treated as outstanding and Commitments, respectivelyshall continue to accrue interest until actually prepaid and (y) any interest that accrues on the prepayment proceeds in such account shall be for the benefit of the Borrower and applied to the Obligations together with such prepayment.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is All amounts required to be under paid pursuant to this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes 3.3(b) shall be applied as follows: (A) with respect to be all amounts prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i3.3(b)(i)(A), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), first pro rata to the Tranche A Term Loan (ratably to the remaining Principal Amortization Payments thereof) and the Tranche B Term Loan (ratably to the remaining Principal Amortization Payments thereof), second (after the Tranche A Term Loan and Tranche B Term Loan have been repaid) to the Revolving Loans and third (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Revolving Committed Amount in an amount equal to all amounts applied to the Revolving Loans pursuant to this clause (C)) and (iiD) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii) or (such declined amountsiv), the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) pro rata to the Agent Tranche A Term Loan and the Issuer, no later than 2:00 p.m. one Tranche B Term Loan (1) Business Day prior in each case ratably to the date remaining Principal Amortization Payments thereof). Within the parameters of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Base Rate Loans and then to the NPAEurodollar Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b3.3(b) not constituting Declined Proceeds shall be applied firstsubject to Section 3.12, to prepay but otherwise without premium or penalty, and shall be accompanied by interest on the outstanding principal amount prepaid through the date of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice Subject to Section 9.03: (i) Each prepayment of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior Loans pursuant to the date provisions of Section 2.06(b) (other than prepayments from any Disposition of assets of the type included in the Borrowing Base) shall be applied to the Revolving Credit Facility in the manner set forth in clause (ii) below. Subject to Section 2.17, such payment is required prepayments shall be paid to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid the Lenders in accordance with such their respective Applicable Percentage. Notwithstanding the foregoing, any prepayment notice hereunder arising from a Disposition of assets of the contents of such prepayment notice and of such Purchaser’s pro rata share type then included in the Borrowing Base shall be applied to repay Revolving Credit Facility in accordance with clause (ii) below. (ii) Except as otherwise provided in Section 2.17, prepayments of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be Revolving Credit Facility made pursuant to Section 2.7(b)(i2.06(b), first, shall be applied ratably to the Letter of Credit Borrowings and the Swing Line Loans, second, shall be applied ratably to the outstanding Revolving Credit Loans, third, unless either waived by the Administrative Agent or neither any Default arising under Section 9.01(a), (b)(with respect to a breach of Section 7.01, 7.02 or 8.12), (f) or (p) nor any Event of Default shall be continuing, shall be used to Cash Collateralize the remaining Letter of Credit Obligations in the Minimum Collateral Amount and, fourth, the amount remaining, if any, after the prepayment in full of all outstanding Obligations (other than Credit Product Obligations) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance Cash Collateralization of the total amount remaining Letter of such mandatory prepayment Credit Obligations in the Minimum Collateral Amount (unless either waived by the Administrative Agent or neither any Default arising under Section 9.01(a), (b)(with respect to a breach of Notes. Any Declined Proceeds Section 7.01, 7.02 or 8.12), (f) or (p) nor any Event of Default shall be continuing), may be retained by the Issuer unless required to be applied to pay Borrowers for use in the Lockheed Xxxxxx Senior Secured Notesordinary course of Borrowers’ business. Upon the drawing of any Letter of Credit that has been Cash Collateralized, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds funds held as Cash Collateral shall be applied first(without any further action by or notice to or from the Borrowers or any other Loan Party or any Defaulting Lender that has provided Cash Collateral) to reimburse the Letter of Credit Issuer or the Revolving Credit Lenders, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyas applicable.

Application of Mandatory Prepayments. The Issuer All mandatory prepayments (other than under Section 2.7.2. (ii), 2.7.2. (iv), 2.7.2. (v) or 2.7.2 (vi)) shall provide the Agent and each Purchaser with written notice of any payment to first be made under this Section 2.07(b) at least two (2) Business Days prior applied to the next principal installment due under the Term Loan, then to the principal installments of the Term Loan in the inverse order of maturity thereof until the Term Loan is paid in full, then to the principal of Term Loan B in the inverse order of maturity thereof until Term Loan B is paid in full, and then to the principal balance of the Revolving Loans. All mandatory prepayments under 2.7.2. (ii), 2.7.2 (iv), 2.7.2 (v) and 2.7.2 (vi) shall be applied as provided therein. 2.10. That certain sentence in Section 2.10 of the Credit Agreement that currently reads: “Each Swing Line Loan shall bear interest on the outstanding principal amount thereof, for each day from and including the day such Swing Line Loan is made to but excluding the date it is paid, at a rate per annum equal to the Floating Rate for such payment day, plus the Applicable Margin set forth on the Pricing Schedule.” is required hereby amended to be under this Section 2.07(b)read: “Each Swing Line Loan shall bear interest on the outstanding principal amount thereof, for each day from and including the day such Swing Line Loan is made to but excluding the date it is paid, at a rate per annum equal to the Floating Rate for such day.” 2.11. The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice first two sentences of Section 2.20.4 of the contents of such prepayment notice Credit Agreement are hereby deleted and of such Purchaser’s pro rata share of replaced with the estimated prepayment. Each Purchaser following: The Swing Line Lender (i) may reject all (but not less than all) of at any time in its pro rata share of sole discretion with respect to any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) outstanding Swing Line Loan, and (ii) shall on the next Business Day after the Borrowing Date of any Swing Line Loan, require each Lender (such declined amounts, including the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”Swing Line Lender) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If make a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by Revolving Loan in the amount of such prepaymentLender’s Pro Rata Share of such Swing Line Loan (including, without limitation, any interest accrued and unpaid thereon), for the purpose of repaying such Swing Line Loan. 2.12. Each such prepayment shall be applied to the Notes and Commitments Section 2.19.1 (ii) of the Purchasers in accordance Credit Agreement is hereby amended to replace the reference to “$25,000,000.00” with their respective pro rata share in respect “$15,000,000.00”. 2.13. Section 6.1(xi) of the Notes and Commitments, respectively.Credit Agreement is hereby amended to read as follows:

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment All amounts required to be made under paid pursuant to this Section 2.07(b2.3(b) at least two shall be applied, subject to Section 4.8(c), as follows: (A) with respect to all amounts prepaid pursuant to Section 2.3(b)(i), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations; (B) with respect to all amounts prepaid pursuant to Sections 2.3(b)(ii)-(iii) in connection with an Asset Loss, Asset Disposition or Specified Asset Disposition, (other than an Asset Loss, Asset Disposition or Specified Asset Disposition by any member of the Xxxxxxxx Fresh German Group) (1) first to the Original Term Loans, to be applied to the remaining principal installments thereof in the inverse order of maturity, (2) Business Days prior second to the date such payment is required Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (3) third to the Term B Loans; (C) with respect to all amounts prepaid pursuant to Sections 2.3(b)(ii)-(iii) in connection with an Asset Loss, Asset Disposition or Specified Asset Disposition by any member of the Xxxxxxxx Fresh German Group, to the Term B Loans; (D) with respect to all amounts prepaid pursuant to Section 2.3(b)(iv) (other than an Equity Issuance by any member of the Xxxxxxxx Fresh German Group), unless CBI shall otherwise elect a different application in its discretion (1) first to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (2) second to the Original Term Loans, to be under this applied pro rata to the remaining principal installments thereof in the inverse order of maturity and (3) third to the Term B Loans; and (E) with respect to all amounts prepaid pursuant to Section 2.07(b)2.3(b)(iv) in connection with an Equity Issuance by any member of the Xxxxxxxx Fresh German Group, to the Term B Loans. The Administrative Agent will So long as no Event of Default shall have occurred and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly notify each Purchaser holding Notes to CBI upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be prepaid applied in accordance with such prepayment notice the Security Agreement. Upon each application of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all funds pursuant to this Section 2.3(b)(vi) (but not less other than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i2.3(b)(vi)(A)) to the Term Loans, Revolving Loans or to a cash collateral account in respect of Letter of Credit Obligations, (i) the Maximum Credit Line shall be reduced by the amount so applied and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent extent that the funds applied pursuant to this Section 2.3(b)(vi) were not applied to Term B Loans, each Existing Lender’s Existing Commitment shall be reduced by its Pro Rata Share of the amount so applied and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds CBI Maximum Credit Line shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments reduced by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyso applied.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is All amounts required to be under paid pursuant to this Section 2.07(b2.09(c) shall be applied as follows: (A) with respect to all amounts paid pursuant to Section 2.09(c)(i) or in respect of an Other Revolving Loan pursuant to an analogous provision in any Refinancing Amendment, first to Swing Line Loans, second to Revolving Loans and any Other Revolving Loans, as applicable, and third to Cash Collateralize L/C Obligations; and (B) with respect to all amounts paid by the U.S. Borrower pursuant to Section 2.09(c)(ii). The Administrative Agent will promptly notify , (iii) or (iv), except as may be otherwise specified in any Refinancing Amendment or Increase Joinder, as applicable (with respect to any Other Term Loans or Incremental Term Loans, as applicable, subject to such Refinancing Amendment or Increase Joinder, as applicable; provided that such Refinancing Amendment or Increase Joinder, as applicable, shall not provide for better than pro rata treatment for such Other Term Loans or Incremental Term Loans, as applicable, with respect of each Purchaser holding Notes other Class of Term Loans, Incremental Term Loans and Other Term Loans), ratably to be prepaid the remaining Principal Amortization Payments; provided that, in accordance with such prepayment notice the case of Section 2.09(c)(iii), at the contents U.S. Borrower’s option, the U.S. Borrower may apply a portion of such amounts to prepay outstanding Indebtedness incurred pursuant to Section 7.01(s) to the extent (x) such Indebtedness is secured by the Collateral on a pari passu basis with the Liens securing the Loans and (y) a mandatory prepayment notice and in respect of such Purchaser’s pro rata share Asset Disposition, Casualty or Condemnation is required under the terms of such other Indebtedness, in which case, the estimated prepayment. Each Purchaser may reject all (but not less than all) amount of its pro rata share of any mandatory prepayment of Notes required to be made with respect to such Net Cash Proceeds pursuant to Section 2.7(b)(i2.09(c)(iii) and (ii) (such declined amounts, shall be deemed to be the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) amount equal to the Agent and product of (x) the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment Net Cash Proceeds multiplied by (y) a fraction, the numerator of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.09(c)(iii) and the Notes, denominator of which is the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce sum of the Commitments by the outstanding principal amount of such prepayment. Each such prepayment shall outstanding Indebtedness incurred pursuant to Section 7.01(s) and the outstanding principal amount of Term Loans required to be applied prepaid pursuant to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelySection 2.09(c)(iii).

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of Subject to Section 2.15(d), any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is amount required to be under this paid pursuant to Sections 2.14(a) through 2.14(d) will be applied as follows: (i) except as set forth in any Refinancing Amendment, Extension Amendment or Incremental Amendment (or as otherwise provided in Section 2.07(b2.14(a) or (b). The Administrative Agent ), such prepayment will promptly notify be applied to each Purchaser holding Notes to be prepaid Class of Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof); provided that any prepayment of Term Loans with the Net Cash Proceeds of Credit Agreement Refinancing Indebtedness will be applied solely to each applicable Class of Refinanced Indebtedness, and (ii) such prepayment notice will be applied to the succeeding installments of each applicable Class of Term Loans in such order as the Borrower may direct, or, if no direction is given, in direct order of maturity, with the balance, if any, applied to the amount due at maturity. Notwithstanding anything to the contrary in any Credit Document, the Borrower may use a portion of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes amounts required to be made paid pursuant to Section 2.7(b)(iSections 2.14(a) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”2.14(b) to the Agent prepay, repurchase, redeem, defease or otherwise repay, or offer to prepay, repurchase, redeem, defease or otherwise repay, with such amounts other Pari Passu Lien Indebtedness and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, paid pursuant to such Sections will be ratably reduced; provided that the NPA. Subject definitive documentation in respect of such Pari Passu Lien Indebtedness requires the issuer or borrower thereof to Section 2.12 of the Intercreditor Agreementprepay, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied firstrepurchase, redeem, defease or otherwise repay, or offer to prepay prepay, repurchase, redeem, defease or otherwise repay, such Pari Passu Lien Indebtedness with such amounts, in each case, on a pro rata basis with the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyTerm Loans.

Application of Mandatory Prepayments. The Issuer All amounts required to be paid pursuant to this Section 2.05(b) shall provide be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.05(b)(i), first to Swing Line Loans and then to Revolving Loans and (after all Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations; (B) subject to Section 2.05(b)(vii)(D), with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii), (iii) or (iv), to Term Loans, Revolving Loans or Swing Line Loans (at the Agent option and each Purchaser written direction of the Borrower delivered concurrently with written notice such prepayment) and (after all Term Loans, Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations; provided, that to the extent no direction is given by Borrower with respect to the application of any payment such prepayments, such prepayments shall be applied first, to the Swing Line Loans, second, to the Revolving Loans and, third, to the Term Loans; (C) with respect to all amounts prepaid pursuant to Sections 2.05(b)(v) or (vi), to Term Loans to be made under this applied ratably; and (D) if the Borrower elects or is deemed to have elected to pay Term Loans in accordance with Section 2.07(b2.05(b)(vii)(B), each Tranche B Term Lender shall have the right to reject (a “Declining Tranche B Lender”) at least all or any part of the prepayment (the “Declined Amount”) within two (2) Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment following a notice of the contents of such prepayment (or if no notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amountsis provided, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice ) by notice to the Administrative Agent and to the extent disbursed to the Declining Tranche B Lender, return of the Declined Amounts to the Administrative Agent. The Administrative Agent shall within five (5) Business Days of receipt of the time frame specified Declined Amounts notify the Borrower and pay the Declined Amounts first, to the Closing Date Term Loans, second to Swing Line Loans and then to Revolving Loans and (after all Closing Date Term Loans, Revolving Loans and Swing Line Loans have been repaid) to the Borrower. Within the parameters of the applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Base Rate Loans and then to the NPAEurodollar Rate Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b2.05(b) not constituting Declined Proceeds shall be applied first, to prepay ratably (other than as expressly set forth in Section 2.05(b)(vii)) without premium or penalty except as set forth in Section 2.05(a)(iii) and Section 3.05 and shall be accompanied by interest on the outstanding principal amount prepaid through the date of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is All amounts required to be under paid pursuant to this Section 2.07(b2.09(c) shall be applied as follows: (A) with respect to all amounts paid pursuant to Section 2.09(c)(i) or in respect of an Other Revolving Loan pursuant to an analogous provision in any Refinancing Amendment, first to Swing Line Loans, second to Revolving Loans and any Other Revolving Loans, as applicable, and third to Cash Collateralize L/C Obligations; and (B) with respect to all amounts paid by the Borrower pursuant to Section 2.09(c)(ii). The Administrative Agent will promptly notify , (iii) or (iv), except as may be otherwise specified in any Refinancing Amendment or Increase Joinder, as applicable, (with respect to any Other Term Loans or Incremental Term Loans, as applicable, subject to such Refinancing Amendment or Increase Joinder, as applicable; provided that such Refinancing Amendment or Increase Joinder, as applicable, shall not provide for greater than pro rata treatment for such Other Term Loans or Incremental Term Loans, as applicable, with respect of each Purchaser holding Notes other Class of Term Loans, Incremental Term Loans and Other Term Loans), to be prepaid the next eight (8) Principal Amortization Payments, then ratably to the remaining Principal Amortization Payments (excluding the final payment on the Term Loan Maturity Date); provided that, in accordance with such prepayment notice the case of Section 2.09(c)(iii), at the contents Borrower’s option, the Borrower may apply a portion of such amounts to prepay outstanding Indebtedness incurred pursuant to Section 7.01(s) to the extent (x) such Indebtedness is secured by the Collateral on a pari passu basis with the Liens securing the Loans and (y) a mandatory prepayment notice and in respect of such Purchaser’s pro rata share Asset Disposition, Casualty or Condemnation is required under the terms of such other Indebtedness, in which case, the estimated prepayment. Each Purchaser may reject all (but not less than all) amount of its pro rata share of any mandatory prepayment of Notes required to be made with respect to such Net Cash Proceeds pursuant to Section 2.7(b)(i2.09(c)(iii) and (ii) (such declined amounts, shall be deemed to be the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) amount equal to the Agent and product of (x) the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment Net Cash Proceeds multiplied by (y) a fraction, the numerator of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay which is the outstanding principal amount of Term Loans required to be prepaid pursuant to Section 2.09(c)(iii) and the Notes, denominator of which is the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce sum of the Commitments by the outstanding principal amount of such prepayment. Each outstanding Indebtedness incurred pursuant to Section 7.01(s) and required to be prepaid under the terms of such prepayment shall Indebtedness and the outstanding principal amount of Term Loans required to be applied prepaid pursuant to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelySection 2.09(c)(iii).

Application of Mandatory Prepayments. The Issuer shall provide Any prepayments made by the Agent and each Purchaser with written notice Borrower pursuant to subsection (a) or (b) of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied as follows: first, to prepay the outstanding principal amount Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; fifth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments; and sixth, to Cash Collateralize the Letters of Credit in an amount in cash equal to the LC Exposure as of such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduce the Commitments reduced by the amount of such prepayment. Each such prepayment shall be applied any prepayments made pursuant to clauses fourth through sixth above, unless an Event of Default has occurred and is continuing and the Notes and Commitments of the Purchasers Required Lenders so request in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelywriting.

Application of Mandatory Prepayments. The Issuer (a) Unless the Borrower makes an election under paragraph (c) below, the Borrower shall provide prepay Loans at the Agent and each Purchaser with written notice following times: (i) in the case of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior prepayment relating to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will amounts of Insurance Proceeds or Expropriation Proceeds, promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice upon receipt of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and those proceeds; (ii) (such declined amounts, in the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) case of any prepayment relating to the amounts of Excess Launch Insurance Proceeds, promptly upon receipt by the COFACE Agent and of an Acceptable Launch Insurance Proposal (including the Issuer, no later than 2:00 p.m. one relevant certification from the Technical Adviser) pursuant to paragraph 8.3(a) above; (1iii) Business Day prior in the case of any prepayment relating to the amounts of Relevant Launch Insurance Proceeds, on the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, falling 12 months after receipt by any such failure will be deemed an acceptance member of the total Group of those Launch Insurance Proceeds; (iv) in the case of any prepayment relating to an amount of such mandatory prepayment Capital Raising Proceeds: (A) within 10 days of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, delivery pursuant to the NPA. Subject to Section 2.12 Clause 21.2 (Provision and contents of Compliance Certificate) of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share Compliance Certificate in respect of the Notes Calculation Period in which such amounts are received; and (B) in respect of any amounts not applied in accordance with the certificate provided pursuant to Clause 8.6 (Excluded proceeds) below, on the date falling 12 months after receipt by an Obligor of such amounts. (b) A prepayment under Clause 8.2 (Insurance, Capital Raising and CommitmentsExpropriation Proceeds) or 8.3 (Launch Insurance Proceeds) shall be applied pro rata in prepayment of each Tranche and the amount of the Repayment Instalment for each Repayment Date falling after the date of prepayment will reduce in the manner contemplated by Clause 6.3 (Effect of cancellation and prepayment on scheduled repayments and reductions). (c) Subject to paragraph (d) below, respectivelythe Borrower may elect that any prepayment under Clause 8.2 (Insurance, Capital Raising and Expropriation Proceeds) be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan. If the Borrower makes that election then a proportion of the Loan equal to the amount of the relevant prepayment will be due and payable on the last day of its Interest Period. (d) If the Borrower has made an election under paragraph (c) above but a Default has occurred and is continuing, that election shall no longer apply and a proportion of the Loan in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (unless the Majority Lenders otherwise agree in writing).

Application of Mandatory Prepayments. The Issuer (a) Unless the Company makes an election under paragraph (d) below, the Borrowers shall provide make prepayments under paragraph 2(a) at the Agent and each Purchaser with written notice following times: (i) in the case of any payment prepayment relating to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will an amount of Altira Insurance Proceeds, promptly notify each Purchaser holding Notes to be prepaid upon receipt of those Altira Insurance Proceeds and in accordance with such prepayment notice any event within six Months of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and relevant Altira Loss Event; and (ii) in the case of any other prepayment under paragraph 2(a), promptly upon receipt of the relevant proceeds. (such declined amountsb) A prepayment under paragraph 2 shall be applied in the following order: (i) firstly, in prepayment pro rata of the “Declined Proceeds”Loans outstanding under the Term Loan Facility; (ii) by providing written notice secondly, in cancellation pro rata of the Available Commitments under the Term Loan Facility (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to Available Commitments of the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to Lenders under the Agent within the time frame specified above, any such failure Term Loan Facility will be deemed an acceptance cancelled rateably); (iii) thirdly, in cancellation pro rata of the total Available Commitments under the Revolving Credit Facility; and (iv) fourthly, in prepayment pro rata of Loans outstanding under the Revolving Credit Facility (and any Commitments of the Lenders under the Revolving Credit Facility associated therewith shall be automatically cancelled), (c) Any amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay in cancellation of Available Commitments under the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds Term Loan Facility shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes Available Commitments under the Term Loan Facility. (d) Subject to paragraph (e) below, the Company may, by giving the Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, elect that any prepayment under paragraph 2(a) (other than any such prepayment in respect of Eminent Domain Proceeds or Termination Proceeds or Altira Insurance Proceeds) be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan. If the Company makes such an election, then a proportion of the Loan equal to the amount of the relevant prepayment will be due and Commitmentspayable on the last day of its Interest Period. (e) If the Company has made an election under paragraph (d) above but a Default has occurred and is continuing, respectivelythat election shall no longer apply and a proportion of the Loan in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (unless the Majority Lenders otherwise agree).

Application of Mandatory Prepayments. The Issuer (a) Subject to paragraph (b), prepayments made pursuant to this Clause 10 (Mandatory Prepayment) or Clause 25.21 (Notes Purchases) shall provide be applied in the Agent following order: (i) first, in cancellation of the Available Commitments (and each Purchaser with written notice the Available Commitment of any payment the Lenders will be cancelled rateably) (such cancellation shall be deemed to be made a prepayment even though no cash is paid by the Borrower to the Lenders); (ii) secondly, in permanent prepayment and cancellation of Utilisations and cancellation of Commitments; and (iii) thirdly, in repayment and cancellation of the Ancillary Outstandings and Ancillary Commitments. (b) Unless the Company makes an election under paragraph (c) below, the Borrowers shall make prepayments and cancellations under this Section 2.07(bClause 10 or Clause 25.21 (Notes Purchases) at least the following times: (i) in the case of Net Cash Proceeds (if any) required to be applied pursuant to Clause 10.2 (Disposals), within 364 days following receipt of those Net Cash Proceeds; and (ii) in the case of amounts required to be prepaid pursuant to Clause 25.21 (Notes Purchases), on or prior to the date of completion of the Notes Purchase in relation to which such prepayment is required. (c) Subject to paragraph (d) below, the Company may elect, by no less than two (2) Business Days prior Days’ notice in writing to the date Agent (or such payment shorter period as the Majority Lenders may agree), that any prepayment of a Utilisation due under Clause 25.21 (Notes Purchases), to the extent it will be applied under any sub-clause other than sub-clause “first” of Clause 10.4(a) (Application of mandatory prepayments), may be made on the last day of the Interest Period relating to that Utilisation. If the Company makes that election then an amount of the Utilisation equal to the amount of the relevant prepayment shall be due and payable on the last day of its Interest Period. (d) If the Company has made an election under paragraph (c) above but an Event of Default has occurred and is continuing, that election shall no longer apply and a proportion of the Utilisation in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (unless the Majority Lenders otherwise agree). (e) Subject to paragraphs (f) to (h) below, if monies are required to be applied in prepayment or repayment of Utilisations under this Section 2.07(bClause 10 (Mandatory Prepayment) but, in order to be so applied, need to be upstreamed or otherwise transferred from one member of the Group to another member of the Group to effect that payment, no amounts shall be payable under that Clause: (i) to the extent that the upstreaming or transfer of funds to make the relevant payment: (A) is prohibited by the local law of the jurisdiction from which the upstreaming (or other transfer) is to be made or the local law of the jurisdiction to which the upstreaming (or other transfer) should be made (in each case including, without limitation, any corporate benefit, capital maintenance, general legal or statutory limitations, financial assistance, fraudulent preference or laws or regulations (or analogous restrictions)); (B) would result in a risk to the officers or directors of the relevant member of the Group of contravention of their fiduciary or officers’ or directors’ duties and/or of civil or criminal liability; or (ii) in circumstances where the Taxes or other costs to the Group of the upstreaming (or other transfer) of funds to make the relevant payment is equal to or exceeds five per cent of the amount to be upstreamed or transferred. (f) Each Obligor shall (and the Company shall procure that each relevant member of the Group will) use all commercially reasonable endeavours to overcome any restrictions (including without limitation by seeking to upstream or otherwise transfer the relevant monies to one or more other members of the Group) and/or minimise any Taxes or other costs of any upstreaming (or other transfer). The Administrative Agent If at any time those restrictions are removed or (as the case may be) those Taxes or costs are reduced, the Company must procure that an amount equal to the relevant proceeds will promptly notify each Purchaser holding Notes to be prepaid applied in prepayment of the Facility in accordance with this Agreement at the end of the next Interest Period. (g) If cash required for making such prepayment notice is available to any other member of the contents of Restricted Group and such prepayment notice and of such Purchaser’s pro rata share cash is not projected to be required by any member of the estimated prepayment. Each Purchaser may reject all Restricted Group during the next 12 Months (but not less than all“Free Cash”) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(iand sub-paragraphs (e)(i) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) above would not apply to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified aboveany prepayment made using Free Cash, any such failure will be deemed an acceptance other members of the total Restricted Group shall (to the extent it is able to do so without breaching any legal restriction applicable to it (including, without limitation, any financial assistance prohibition), having used all commercially reasonable endeavours to overcome any such restriction), apply the amount of Free Cash towards any applicable prepayment (or, as applicable, towards upstreaming (or otherwise transferring) such Free Cash to a Borrower to enable it to make that prepayment). (h) The obligation to make a mandatory prepayment of Notes. Any Declined Proceeds may under Clause 10.1 (Exit) shall not be retained by subject to any limitation set out under paragraph (e) above. (i) Notwithstanding the Issuer unless foregoing, no amounts shall be required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers paid in accordance with their respective pro rata share this Clause 10 if the proceeds that would have otherwise been used to make such prepayment are applied in respect accordance with Clauses 10 (Mandatory Prepayment) and 25.21 (Notes Purchases) of the Notes and Commitments, respectivelySSRCF.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment All amounts required to be made under paid pursuant to this Section 2.07(b2.6(b) at least two shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.6(b)(i), (1) first to the outstanding Swingline Loans (without any reduction in the Revolving Commitments), (2) Business Days prior second to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid outstanding Revolving Loans (without any reduction in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(iRevolving Commitments) and (ii3) third to a cash collateral account in respect of outstanding LOC Obligations, (such declined amountsB) with respect to all amounts prepaid pursuant to Sections 2.6(b)(ii) through (iv), the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior first to the date of such prepayment. If outstanding Swingline Loans (with a Purchaser fails to deliver a Rejection Notice corresponding reduction in the Revolving Commitments), (2) second to the Agent within outstanding Revolving Loans (with a corresponding reduction in the time frame specified Revolving Commitments) and (3) third to a cash collateral account in respect of outstanding LOC Obligations. Within the parameters of the applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Alternate Base Rate Loans and then to the NPALIBOR Rate Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b2.6(b) not constituting Declined Proceeds shall be applied first, subject to prepay Section 2.16 and be accompanied by interest on the outstanding principal amount prepaid through the date of prepayment. Notwithstanding the foregoing provisions of this Section 2.6, if at any time any prepayment of the NotesLoans pursuant to Section 2.6 would result, after giving effect to the accrued but unpaid interest thereon LIBOR Rate Loans being prepaid other than on the last day of an Interest Period with respect thereto, then the Borrower, so long as no Event of Default shall have occurred and any applicable Call Premium and secondbe continuing, to permanently reduce the Commitments by may deposit the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share that otherwise would have been paid in respect of such LIBOR Rate Loans with the Notes and CommitmentsAdministrative Agent to be held as security for the obligation of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, respectivelywith such cash collateral to be directly applied upon the first occurrence thereafter of the last day of any Interest Period with respect to such LIBOR Rate Loans.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is All amounts required to be under paid pursuant to this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes 2.04(b) shall be applied as follows: (A) with respect to be all amounts prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i2.04(b)(i), first, ratably to the L/C Borrowings, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the remaining L/C Obligations; (B) with respect to all amounts prepaid pursuant to Section 2.04(b)(ii)(A) and(B), first pro rata among the outstanding Term A Loans and the outstanding Delayed Draw Term Loans (and, with respect to Delayed Draw Term Loans, shall be applied pro rata toward remaining principal amortization payments) and then (ii) (such declined amounts, after the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”Term A Loans and Delayed Draw Term Loans have been paid in full) to the Agent Term B Loans and then to Revolving Loans (with a corresponding reduction in the IssuerAggregate Revolving Commitments) and then (after all Revolving Loans have been repaid) to Cash Collateralize L/C Obligations (with a corresponding reduction in the Aggregate Revolving Commitments);and (C) with respect to all amounts prepaid pursuant to Section 2.04(b)(ii)(C), no later than 2:00 p.m. one (1) Business Day prior first to payment of any amount of the Delayed Draw Term Loan due on the Maturity Date until paid in full, second, to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice outstanding Term A Loans until paid in full and third to the Agent within outstanding Term B Loans. Within the time frame specified parameters of the applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Base Rate Loans and then to the NPAEurodollar Rate Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b2.04(b) not constituting Declined Proceeds shall be applied firstsubject to Section 3.05, to prepay but otherwise without premium or penalty, and shall be accompanied by interest on the outstanding principal amount prepaid through the date of prepayment. (e) Section 2.06. The chart in Section 2.06 of the Notes, the accrued but unpaid interest thereon Credit Agreement is amended and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepaymentrestated in its entirety as follows: (f) Section 7.02(f). Each such prepayment shall be applied A new Section 7.02(f) is added to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively.Credit Agreement to read as follows:

Application of Mandatory Prepayments. The Issuer shall provide to, and any modification of the Agent and each Purchaser with written notice application of any such payment to be made under this Section 2.07(bto, (1) at least two the Term Loans shall require the consent of the Required Term Loan Lenders and (2) Business Days prior the Revolving Loans shall require the consent of the Required Revolving Credit Lenders, (B) any change to the date definition of the term “Required Term Loan Lender” shall require the consent of the Required Term Loan Lenders and (C) any change to the definition of the term “Required Revolving Credit Lender” shall require the consent of the Required Revolving Credit Lenders, (y) no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, the Administrative Agent (or otherwise modify any provision of Article X or the application thereof), the Swingline Lender, any L/C Issuer or any SPV that has been granted an option pursuant to Section 11.2(f) unless in writing and signed by the Administrative Agent, the Swingline Lender, such payment is L/C Issuer or, as the case may be, such SPV in addition to any signature otherwise required and (z) the consent of the Borrower shall not be required to be change any order of priority set forth in Section 2.12. No amendment, modification or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations arising under this Section 2.07(b)Secured Hedging Agreement resulting in such Obligations being junior in right of payment to principal of the Loans or AMENDED AND RESTATED CREDIT AGREEMENT MEDICAL STAFFING NETWORK, INC. The Administrative Agent will promptly notify each Purchaser holding Notes resulting in Obligations owing to be prepaid any Secured Hedging Counterparty being unsecured (other than releases of Liens in accordance with such prepayment notice of the contents terms hereof), in each case in a manner adverse to any Secured Hedging Counterparty, shall be effective without the written consent of such prepayment notice and Secured Hedging Counterparty or, in the case of such Purchaser’s pro rata share of a Secured Hedging Agreement provided or arranged by the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amountsAdministrative Agent or an Affiliate thereof, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyAdministrative Agent.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is All amounts required to be under paid pursuant to this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes 2.7(b) shall be applied as follows: (A) with respect to be all amounts prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i), (1) first, to the outstanding Swingline Loans, (2) second, to the outstanding Revolving Loans and (3) third (after all Revolving Loans have been repaid), to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (iv), (1) first, to the Term Loan (on a pro rata basis across the remaining amortization payments set forth in Section 2.2(b), (2) second to outstanding Swingline Loans (with a corresponding permanent reduction in the Revolving Committed Amount), (3) third, to the outstanding Revolving Loans (with a corresponding permanent reduction in the Revolving Committed Amount) and (ii4) fourth (such declined amountsafter all Revolving Loans have been repaid), the “Declined Proceeds”to a cash collateral account in respect of LOC Obligations and (C) by providing written notice with respect to all amounts prepaid pursuant to Section 2.7(b)(v), (each, a “Rejection Notice”I) with respect to the Agent and Excess Cash Flow repayment to be made for the Issuertwelve-month period ended June 30, no later than 2:00 p.m. one (1) Business Day prior to the date 2006, 100% of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments amortization payment due hereunder pursuant to Section 2.2(b) on June 30, 2007, with (x) 50% of the Purchasers remainder, if any, to be applied to the amortization payment due hereunder pursuant to Section 2.2(b) on June 30, 2008 and (y) 50% of the remainder to be applied to the remaining amortization payments due hereunder pursuant to Section 2.2(b) thereafter on a pro rata basis and (II) with respect to the Excess Cash Flow prepayment to be made for the twelve-month period ended June 30, 2007 and each Excess Cash Flow prepayment to be made thereafter, (w) first, 50% of such amount to be applied to the amortization payment due hereunder pursuant to Section 2.2(b) on June 30, 2008, (x) second, 50% of such amount to be applied to the remaining amortization payments due hereunder pursuant to Section 2.2(b) thereafter on a pro rata basis until the Term Loan is paid in accordance with their respective full, (y) third, to the outstanding Revolving Loans, and (z) fourth, to cash collateralize outstanding letters of credit. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. Each Lender shall receive its pro rata share in (except with respect to prepayments of Swingline Loans) of any such prepayment based on its Revolving Commitment Percentage or Term Loan Commitment Percentage, as applicable. All prepayments under this Section 2.7(b) shall be subject to Section 2.17 and be accompanied by interest on the Notes and Commitments, respectivelyprincipal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. The Issuer shall provide the Agent A. Amounts paid under thisthe preceding subsection (b)(i) and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is amounts required to be paid under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes the preceding subsections (b)(ii) and (b)(iii) which are to be prepaid allocated to the Revolving Loans and Letter of Credit Liabilities pursuant to the following clause (B) and (C) shall be applied to pay all amounts of principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2. and if any Letters of Credit are outstanding at such prepayment notice time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations. B. Amounts paid under the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all preceding subsections (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(ib)(ii) and (iiiii) (such declined amounts, other than under (b)(ii) if the “Declined Proceeds”Net Asset Sale Proceeds result from the sale of an Unencumbered Property (or the Equity Interests of a direct or indirect owner of an Unencumbered Property)) by providing written notice shall be applied as follows: (each, a “Rejection Notice”I) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to if Availability as of the date of such prepayment. If prepayment is greater than or equal to $250,000,000, first, to prepay the Revolving Loans and Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a Purchaser fails permanent reduction in the Revolving Commitments) until the Availability equals $400,000,000, then, on a pro rata basis to deliver a Rejection Notice prepay the Term Loan and prepay the Existing Term Loan (to an amount not less than the Agent within the time frame specified above, any such failure will be deemed an acceptance Existing Term Loan Floor) or (II) if Availability as of the total amount date of such mandatory prepayment is less than $250,000,000, first, on a pro rata basis to prepay the Term Loan, prepay the Revolving Loans and Swingline Loans and to Cash Collateralize the Letter of Notes. Any Declined Credit Liabilities (without a permanent reduction in the Revolving Commitments) and prepay the Existing Term Loan (to an amount not less than the Existing Term Loan Floor) until the Availability is equal to or greater than $250,000,000, second, to prepay the Revolving Loans and Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until the Availability equals $400,000,000, and third, on a pro rata basis to prepay the Term Loan and the Existing Term Loan (to an amount not less than the Existing Term Loan Floor). C. Amounts paid under the preceding subsection (b)(ii) if the Net Asset Sale Proceeds may be retained by result from the Issuer unless required to be applied to pay sale of an Unencumbered Property (or the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 Equity Interests of the Intercreditor Agreement, all prepayments under this Section 2.07(ba direct or indirect owner of an Unencumbered Property) not constituting Declined Proceeds shall be applied first, on a pro rata basis to prepay the Term Loan and prepay the Existing Term Loan until each is paid in full (or, in the case of the Existing Term Loan, paid to the Existing Term Loan Floor) and then to prepay the Revolving Loans and the Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments). D. The pro rata amount allocable to any of the Obligations and the Existing Term Loan in accordance with clauses (B) and (C) above shall be calculated by dividing (1)(I) with respect to the Term Loan, the outstanding principal amount of the NotesTerm Loan on such date, (II) with respect to the accrued but unpaid interest thereon Revolving Loans, Swingline Loans and any applicable Call Premium and secondLetters of Credit, to permanently reduce the Commitments by the amount of the Revolving Loans, Swingline Loans and Letter of Credit Liabilities on such prepayment. Each date or (III) in the case of the Existing Term Loan, the outstanding principal amount of the Existing Term Loan on such prepayment shall be applied date, by (2) the aggregate amount of the (x) Term Loan, (y) the Revolving Loans, Swingline Loans and Letter of Credit Liabilities and/or (z) the Existing Term Loan, in each case, to the Notes and Commitments of the Purchasers extent entitled to participate in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelysuch payments.

Application of Mandatory Prepayments. The Issuer shall provide (i) Subject to the Agent and each Purchaser with written notice provisions of Section 2.18(c), any payment prepayments made by Borrower pursuant to be made under clause (a) of this Section 2.07(b2.17 with respect to the Xxxxxxxxx Transaction shall be applied as follows: (1) at least two first, interest; (2) Business Days prior second, to repay the outstanding principal balance of the Revolving Loans until the Revolving Loans shall have been paid in full; (3) third, to repay the outstanding principal balance of the Term Loans until the Term Loans shall have been prepaid in full; and (4) fourth, ratably to repay all other outstanding Obligations. (ii) Subject to the date such payment is required provisions of Section 2.18(c), any prepayments made by Borrower pursuant to be under clause (a) of this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes 2.17 with respect to the LBI Transaction shall be applied as follows: (1) first, interest; (2) second, to repay the outstanding principal balance of the Term Loans until the Term Loans shall have been prepaid in accordance with such prepayment notice full; (3) third, to repay the outstanding principal balance of the contents Revolving Loans until the Revolving Loans shall have been paid in full; and (4) fourth, ratably to repay all other outstanding Obligations. (iii) Subject to the provisions of such prepayment notice and Section 2.18(c), any prepayments made by Borrower pursuant to clause (a) of such Purchaser’s pro rata share this Section 2.17 other than with respect to the Xxxxxxxxx Transaction or the LBI Transaction shall be applied as follows: (1) first, interest; (2) second, an amount equal to the lesser of (x) 50% of the estimated prepayment. Each Purchaser may reject Net Asset Sale Proceeds and (y) the outstanding principal balance of the Term Loans, shall be applied to repay the outstanding principal balance of the Term Loans; (3) third, to repay the outstanding principal balance of the Revolving Loans until the Revolving Loans shall have been paid in full; and (4) fourth, ratably to repay all other outstanding Obligations. (but not less than alliv) Subject to the provisions of Section 2.18(c), any prepayments made by Borrower pursuant to clause (b) through and including (g) of its pro rata share this Section 2.17 shall be applied as follows: (1) first, interest; (2) second, to repay the outstanding principal balance of any mandatory prepayment the Term Loans until the Term Loans shall have been prepaid in full; (3) third, to repay the outstanding principal balance of Notes the Revolving Loans until the Revolving Loans shall have been paid in full; (4) fourth, ratably to repay all other Obligations. All repayments of Revolving Loans required to be made pursuant to clauses (i) through and including (iv) of this Section 2.7(b)(i2.17(h) and (ii) (such declined amounts, shall result in a permanent reduction of the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) Revolving Loan Commitments in an amount equal to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding aggregate principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyRevolving Loans prepaid.

Application of Mandatory Prepayments. The Issuer shall provide the Agent (A) Except as otherwise specifically set forth in clauses , and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b2.04(c) not constituting Declined Proceeds shall be applied firstas follows: (1) subject to clause 3, each prepayment under this Section 2.04(c) shall be applied first to the prepayment of the Term A Loans and Term B Loans to the full extent thereof on a pro rata basis in direct order of maturity (and pro rata among the Term A Lenders and Term B Lenders, respectively, as applicable) where the applicable clause of this Section 2.04(c) does not limit the prepayment to the Term A Loans, and, where the applicable clause of this Section 2.04(c) does limit the prepayment to the Term A Loans, to the prepayment of the Term A Loans to the full extent thereof on a pro rata basis in direct order of maturity and second, to prepay outstanding Revolving Loans and permanently ------ reduce the outstanding Revolving Commitments (it being understood that the Revolving Commitments shall be reduced by the full amount of any such required prepayment whether or not any Revolving Loans are then outstanding); (2) notwithstanding the foregoing clause 1, no prepayment under Section 2.04(c)(i) or Section 2.04(c)(iii) shall be applied to the Term B Loans to the extent that such application would result in the prepayment of more than 25% of the original principal amount of the NotesTerm B Loans on or before the fifth anniversary of the Closing Date, taking into account any prior prepayments and the scheduled repayments of the Term B Loans in Section 2.03(b); and (3) notwithstanding the foregoing clauses 1 and 2, so long as (and to the extent that) any Term A Loans are outstanding, the accrued but unpaid interest thereon Borrower may offer the Term B Lenders the option to, and any applicable Call Premium and secondTerm B Lender may elect to, waive its ratable share of any prepayment under this Section 2.04(c). In the event that any Term B Lender elects by 2:00 p.m. (Toronto time) on the day prior to permanently reduce the Commitments by the amount date of prepayment to waive such prepayment. Each right with respect to any such prepayment under this Section 2.04(c), 50% of that Term B Lender's ratable share of such prepayment shall be applied to the Notes prepayment of Term A Loans ratably to the Term A Lenders in direct order of maturity, and Commitments the remaining 50% of such amount shall be retained by the Purchasers Borrower. If no Term A Loans are outstanding, such option to offer and election to waive prepayments shall not be available. (B) Considering Term A Loans, Term B Loans and Revolving Loans being paid separately, any prepayment thereof shall be applied (1), as between Base Rate Loans and Eurodollar Rate Loans, first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in accordance with their respective pro rata share each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c) and (2) as between Prime Rate Loans and BA Loans, first to Prime Rate Loans to the full extent thereof before application to BA Loans, in each case in a manner that minimizes the amount of any payments required to be made by the Borrower pursuant to Section 9.04(c). If a Contract Period in respect of a BA Loan to which a prepayment is to be applied has not expired, the Notes Borrower shall pay to the Administrative Agent for the accounts of the Appropriate Lenders, in same day funds, for deposit to a Cash Collateral Account (over which the Administrative Agent shall have sole and Commitmentsexclusive control, respectivelyincluding right of withdrawal) an amount equal to the required prepayment to secure the Borrower's obligations in respect of such BA Loan until the expiry of the Contract Period therefor upon which such cash collateral shall be applied to the repayment of such BA Loan.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is All amounts required to be under paid pursuant to this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes 2.7(b) shall be applied as follows: (A) with respect to be all amounts prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i), (1) first to the outstanding Swingline Loans (without any reduction in the Revolving Commitments), (2) second to the outstanding Revolving Loans (without any reduction in the Revolving Commitments) and (ii3) third to a cash collateral account in respect of outstanding LOC Obligations, (such declined amountsB) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (iv), the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior first to the date Additional Loans consisting of such prepayment. If a Purchaser fails to deliver a Rejection Notice term loans, (2) second to the Agent within outstanding Swingline Loans (without a corresponding reduction in the time frame specified Revolving Commitments), (3) third to the outstanding Revolving Loans (without a corresponding reduction in the Revolving Commitments) and (4) fourth to a cash collateral account in respect of outstanding LOC Obligations. Within the parameters of the applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Alternate Base Rate Loans and then to the NPALIBOR Rate Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b2.7(b) not constituting Declined Proceeds shall be applied first, subject to prepay Section 2.16 and be accompanied by interest on the outstanding principal amount prepaid through the date of prepayment. Notwithstanding the foregoing provisions of this Section 2.7, if at any time any prepayment of the NotesLoans pursuant to Section 2.7 would result in LIBOR Rate Loans being prepaid other than on the last day of an Interest Period with respect thereto, then the accrued but unpaid interest thereon Borrower, so long as no Event of Default shall have occurred and any applicable Call Premium and secondbe continuing, to permanently reduce the Commitments by may deposit the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share that otherwise would have been paid in respect of such LIBOR Rate Loans with the Notes and CommitmentsAdministrative Agent to be held as security for the obligation of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, respectivelywith such cash collateral to be directly applied upon the first occurrence thereafter of the last day of any Interest Period with respect to such LIBOR Rate Loans.

Application of Mandatory Prepayments. The Issuer Mandatory prepayments made pursuant to Subsection 7.4(a)(ii), (iii) and (iv) shall provide be applied as follows: (A) first to each installment due under the Agent Term A Loans and Term B Loans until such Loans are paid in full, with each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be installment being prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of by its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance portion of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained the prepayment, with an installment's pro rata portion equal to a percentage obtained by multiplying by 100 the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay quotient derived by dividing the outstanding principal amount of such installment by the Notesaggregate outstanding principal amount of all installments due under the Term A Loans and Term B Loans; and (B) second to the Revolving Loans and Acquisition Loans, with each such Loan being prepaid by its pro rata portion of the accrued but unpaid interest thereon amount prepaid pursuant to this clause (B), with a Loan's pro rata portion for purposes of this clause (B) equal to a percentage obtained by multiplying by 100 the quotient derived by dividing the outstanding principal amount of such Loan by the aggregate outstanding principal amount of the Revolving Loans and any applicable Call Premium and second, Acquisition Loans. Prepayments applied to the Revolving Loans pursuant to clause (B) shall have the effect of permanently reduce reducing the Revolving Commitments by the amount of such the prepayment. Each such prepayment Partial prepayments made on the Acquisition Loans after the fourth anniversary of the Closing Date shall be applied to the Notes and Commitments installments due thereunder in the inverse order of maturity. Notwithstanding the foregoing, in the event that the Borrower reasonably expects the proceeds of an Asset Disposition to be reinvested within one hundred twenty (120) days in productive assets of a kind then used or usable in the business of a Subsidiary and/or a Subsidiary acquired assets of a kind then used or useable in its business within the one hundred twenty (120) days period prior to the Asset Disposition in question, then, instead of the Purchasers applications described above, the Borrower shall utilize the Net Proceeds therefrom to make a prepayment on the Revolving Loans in accordance with their respective pro rata share in respect an amount equal to the sum of the Notes amount needed for such reinvestment and the amount paid from the asset previously acquired within such time period (with any excess being applied as described above) and such prepayment shall not have the effect of reducing the Revolving Commitments. Each prepayment under Subsections 7.4(a)(ii), respectively(iii) and (iv) shall be accompanied with accrued interest in the amount prepaid to the date of prepayment, any amount due under Section 8.5 as a result of such prepayment and a certificate from Borrower detailing the application thereof to the Loans as required by this clause (v).

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment All amounts required to be made under paid pursuant to this Section 2.07(b2.8(b) at least two shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.8(b)(i), (1) first to the outstanding Swingline Loans and (2) Business Days prior second to the date such payment is required outstanding Revolving Loans; (B) with respect to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be all amounts prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i2.8(b)(ii), (1) first to the Swingline Loans (without a corresponding reduction of the Swingline Committed Amount), (2) second to the Revolving Loans (without a corresponding reduction of the Revolving Committed Amount) and (ii3) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) third to the Agent and the IssuerTerm Loan (in inverse order of maturity); and (C) with respect to all amounts prepaid pursuant to Sections 2.8(b)(iii) through (vi), no later than 2:00 p.m. one (1) Business Day prior first to the date Term Loan (in inverse order of such prepayment. If a Purchaser fails to deliver a Rejection Notice maturity), (2) second to the Agent within Swingline Loans (without a corresponding reduction of the time frame specified Swingline Committed Amount) and (3) third to the Revolving Loans (without a corresponding reduction of the Revolving Committed Amount). Within the parameters of the applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Alternate Base Rate Loans and then to the NPALIBOR Rate Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b2.8(b) not constituting Declined Proceeds shall be applied first, subject to prepay Section 2.17 and be accompanied by interest on the outstanding principal amount prepaid through the date of prepayment. Notwithstanding the terms of this subsection (B) to the contrary, so long as (x) no Default or Event of Default exists and (y) the amount of any prepayments required under Sections 2.8(b)(ii)-(vi) has been transferred to the Administrative Agent to be held by it as Collateral pursuant to the terms of the NotesSecurity Agreement, at the accrued but unpaid interest thereon and election of the Borrower, if there are not sufficient Alternate Base Rate Loans outstanding to effect any applicable Call Premium and secondprepayment required under Sections 2.8(b)(ii)-(vi), to permanently reduce such prepayment may be deferred until the Commitments by end of the Interest Period of any LIBOR Rate Loan being prepaid, in respect of the amount of such prepayment. Each prepayment which would otherwise be required to be used to prepay such LIBOR Rate Loan (after giving effect to any prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyoutstanding Alternate Base Rate Loans).

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is All amounts required to be under this paid pursuant to Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes 3.3(b)(ii) shall be applied ratably to be prepaid the Revolving Obligations, the Term Loans and the Tranche C Term Loans in accordance with such prepayment notice of the contents of such prepayment notice respective outstanding amounts thereof as follows: (A) to the Revolving Obligations (first to Revolving Loans and of such Purchaser’s pro rata share of second to Swingline Loans and (after all Revolving Loans and Swingline Loans have been repaid) then to a cash collateral account to secure LOC Obligations) (with a corresponding reduction in the estimated prepayment. Each Purchaser may reject Revolving Committed Amount in an amount equal to all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required amounts applied to be made the Revolving Obligations pursuant to this Section 2.7(b)(i(b)(iii)) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”B) to the Agent Term Loans and the IssuerTranche C Term Loans, no later than 2:00 p.m. one (1in the inverse order of maturity thereof, allocated ratably between the Term Loans and the Tranche C Term Loans in accordance with the respective outstanding amounts thereof. One or more holders of the Term Loans or the Tranche C Term Loans may decline to accept a mandatory prepayment under Section 3.3(b)(ii) Business Day prior to the date of extent there are sufficient Revolving Loans or Term Loans, as applicable, outstanding to be paid with such prepayment. If In the event one or more holders of the Term Loans declines such a Purchaser fails to deliver prepayment, such declined prepayments shall be split evenly, with fifty percent (50%) of such declined prepayment allocated toward a Rejection Notice prepayment of the Revolving Loans (with a corresponding reduction in the Revolving Committed Amount in an amount equal to the Agent within amount prepaid pursuant to such prepayment) and fifty percent (50%) of such declined prepayment being returned to the time frame specified Borrower. In the event one or more holders of the Tranche C Term Loans declines such a prepayment, such declined prepayments shall be split as follows: twenty-five percent (25%) of such declined prepayment shall be allocated toward a prepayment of the Revolving Loans (with a corresponding reduction in the Revolving Committed Amount in an amount equal to the amount prepaid pursuant to such prepayment), twenty-five percent (25%) of such declined prepayment shall be allocated toward a prepayment of the Term Loans (subject to the right of the holders of the Term Loans to decline such prepayment as provided above), and fifty percent (50%) of such declined prepayment shall be returned to the Borrower; provided that, in no event shall the Borrower receive greater than fifty percent (50%) of the aggregate declined portions of any prepayment (with any excess being allocated toward a prepayment of the Revolving Loans (with a corresponding reduction in the Revolving Committed Amount in an amount equal to the amount prepaid pursuant to such prepayment)). Within the parameters of the applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Base Rate Loans and then to the NPAEurodollar Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b3.3(b) not constituting Declined Proceeds shall be applied first, subject to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelySection 3.12.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment All amounts required to be made paid pursuant to this Section 2.8(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.8(b)(i), to the Revolving Loans and then (after all Revolving Loans have been repaid) to the Collateral Account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.8(b)(ii) through (v), (1) first, pro rata to the Term Loans (ratably to the remaining amortization payments relating thereto) and (2) second, after full payment of the Term Loans, to the Revolving Loans without a corresponding reduction in the Revolving Commitments and (after all Revolving Loans have been repaid) to the Collateral Account in respect of LOC Obligations. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.07(b2.8(b) at least two (2) Business Days prior shall be subject to Section 2.18 and be accompanied by interest on the principal amount prepaid through the date such payment is of prepayment. In the event any amount required to be under paid pursuant to this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all2.8(b) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless is required to be applied to pay repay any LIBOR Rate Loan on any day other than the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 last day of the Intercreditor Agreementapplicable Interest Period, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount so long as no Default or Event of the NotesDefault has occurred and is continuing, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of Borrower may request that such prepayment. Each such prepayment shall repayment amounts not be applied to the Notes and Commitments applicable LIBOR Rate Loan immediately, but rather be deposited in the Collateral Account. The Administrative Agent shall apply all such deposited amounts to repay the applicable LIBOR Rate Loans, in each case as of the Purchasers in accordance with last day of their respective pro rata share in respect Interest Periods (or, at the direction of the Notes and CommitmentsBorrower, respectivelyat any earlier date) until the allocable amounts held in the Collateral Account for payment of such LIBOR Rate Loans have been exhausted. Upon the occurrence of a Default or an Event of Default, the Administrative Agent may, in its sole discretion, immediately apply all amounts held in the Collateral Account for payment of LIBOR Rate Loans to satisfy any of the Obligations.

Application of Mandatory Prepayments. The Issuer (i) Subject to the provisions of Section 2.13(g) (Payments and Computations), any prepayments made by the Borrowers required to be applied in accordance with this clause (c) shall be applied as follows: first, to repay the outstanding principal balance of the Term Loans until the Term Loans shall have been prepaid in full; second, at the option of the Administrative Agent in its reasonable discretion, to repay the outstanding principal balance of the Swing Loans until the Swing Loans shall have been repaid in full; third, to repay the outstanding principal balance of the Revolving Loans (subject to clause (ii) below, ratably between the Primary Revolving Loans and the Multicurrency Revolving Loans) until the Revolving Loans shall have been paid in full; and fourth, to provide cash collateral for any Letter of Credit Obligations in an amount equal to 105% of such Letter of Credit Obligations in the manner set forth in Section 9.3 (Actions in Respect of Letters of Credit) until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein; provided, however, that (A) upon a Deferred Prepayment Event, the prepayments required under clauses first through fourth above shall be reduced by the Deferred Prepayment Amount in respect of such Deferred Prepayment Event and (B) on the earlier of (1) the occurrence of an Event of Default under Sections 9.1(a), (b) or (f) or, upon notice from the Administrative Agent or the Requisite Lenders to the Company, any other Event of Default and each Purchaser (2) the Deferred Prepayment Date, the remaining balance of such Deferred Prepayment Amount shall be applied in accordance with written notice clauses first through fourth above. (ii) All prepayments of the Term Loans made pursuant to this clause (c) shall be applied to reduce ratably the remaining installments of such Credit Agreement Affiliated Computer Services, Inc. outstanding principal amounts of the Term Loans of all Term Loan Borrowers; provided, however, that the Borrowers shall apply an amount equal to the Net Cash Proceeds from an Asset Sale involving the assets of any payment Borrower to first, to reduce ratably the remaining installments of the outstanding principal amounts of the Term Loans made to such Borrower and then, to the remaining Term Loans as required hereunder. All prepayments of the Revolving Loans made pursuant to this clause (c) shall be applied ratably as between the Primary Revolving Loans and the Multicurrency Revolving Loans; provided, however, that, in the event the all or any portion of the applicable Net Cash Proceeds are received in a currency other than Dollars or Euros, the Company may, at its option, apply such amount of Net Cash Proceeds to first, to prepay ratably any Multicurrency Revolving Loans outstanding in such currency and then, to the remaining Revolving Loans as required hereunder. All prepayments of the Swing Loans made pursuant to this clause (c) shall be applied ratably as between the Dollar Swing Loans and the Euro Swing Loans. To the extent provided in Section 2.5(b) (Reduction and Termination of the Commitments), all repayments of Revolving Loans and Swing Loans required to be made pursuant to this clause (c) shall result in a permanent reduction of the Revolving Credit Commitments. (iii) Notwithstanding anything to the contrary contained herein, the Borrowers shall have the right to determine the source of funds for all prepayments required to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively2.9.

Application of Mandatory Prepayments. The Issuer All amounts required to be paid pursuant to this Section 2.05(b) shall provide be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.05(b)(i), first to Swing Line Loans and then to Revolving Loans and (after all Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations; (B) subject to Section 2.05(b)(vii)(D), with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii), (iii) or (iv), to Term Loans, Revolving Loans or Swing Line Loans (at the Agent option and each Purchaser written direction of the Borrower delivered concurrently with written notice such prepayment) and (after all Term Loans, Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations; provided, that to the extent no direction is given by Borrower with respect to the application of any payment such prepayments, such prepayments shall be applied first, to the Swing Line Loans, second, to the Revolving Loans and, third, to the Term Loans; (C) with respect to all amounts prepaid pursuant to Sections 2.05(b)(v) or (vi), to Term Loans to be made under this applied ratably; and (D) if the Borrower elects or is deemed to have elected to pay Term Loans in accordance with Section 2.07(b2.05(b)(vii)(B), or if Borrower is required to make a prepayment of the Term Loans in accordance with Section 2.05(b)(v) at least or (vi), each Tranche B Term Lender shall have the right to reject (a “Declining Tranche B Lender”) all or any part of the prepayment (the “Declined Amount”) within two (2) Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment following a notice of the contents of such prepayment (or if no notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amountsis provided, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice ) by notice to the Administrative Agent and to the extent disbursed to the Declining Tranche B Lender, return of the Declined Amounts to the Administrative Agent. The Administrative Agent shall within five (5) Business Days of receipt of the time frame specified Declined Amounts notify the Borrower and pay the Declined Amounts first, to the Closing Date Term Loans, second to Swing Line Loans, third to Revolving Loans, and fourth, after all Closing Date Term Loans, Swing Line Loans and Revolving Loans have been repaid, to the Borrower. Within the parameters of the applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Base Rate Loans and then to the NPAEurodollar Rate Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b2.05(b) not constituting Declined Proceeds shall be applied first, to prepay ratably (other than as expressly set forth in Section 2.05(b)(vii)) without premium or penalty except as set forth in Section 2.05(a)(iii) and Section 3.05 and shall be accompanied by interest on the outstanding principal amount prepaid through the date of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively.

Application of Mandatory Prepayments. The Issuer (a) Unless the Borrower makes an election under paragraph (c) below, the Borrower shall provide prepay Loans at the Agent and each Purchaser with written notice following times: (i) in the case of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior prepayment relating to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will amounts of Insurance Proceeds or Expropriation Proceeds or Aireon Proceeds, promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice upon receipt of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and those proceeds; (ii) (such declined amounts, in the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) case of any prepayment relating to the amounts of Excess Launch Insurance Proceeds, promptly upon receipt by the BPIAE Agent and of an Acceptable Launch Insurance Proposal (including the Issuer, no later than 2:00 p.m. one relevant certification from the Technical Adviser) pursuant to paragraph 8.3(a) above; (1iii) Business Day prior in the case of any prepayment relating to the amounts of Relevant Launch Insurance Proceeds, on the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, falling 12 months after receipt by any such failure will be deemed an acceptance member of the total NEXT Group of those Launch Insurance Proceeds; (iv) in the case of any prepayment relating to an amount of such mandatory prepayment Capital Raising Proceeds: (A) within 10 days of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, delivery pursuant to the NPA. Subject to Section 2.12 Clause 21.2 (Provision and contents of Compliance Certificate) of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share Compliance Certificate in respect of the Notes Calculation Period in which such amounts are received; and (B) in respect of any amounts not applied in accordance with the certificate provided pursuant to Clause 8.6 (Excluded proceeds) below, on the date falling 12 months after receipt by an Obligor of such amounts. (b) A prepayment under Clause 8.2 (Insurance, Capital Raising and CommitmentsExpropriation Proceeds) or 8.3 (Launch Insurance Proceeds) shall be applied pro rata in prepayment of each Tranche and the amount of the Repayment Instalment for each Repayment Date falling after the date of prepayment will reduce in the manner contemplated by Clause 6.3 (Effect of cancellation and prepayment on scheduled repayments and reductions). (c) Subject to paragraph (d) below, respectivelythe Borrower may elect that any prepayment under Clause 8.2 (Insurance, Capital Raising and Expropriation Proceeds) be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan. If the Borrower makes that election then a proportion of the Loan equal to the amount of the relevant prepayment will be due and payable on the last day of its Interest Period. (d) If the Borrower has made an election under paragraph (c) above but a Default has occurred and is continuing, that election shall no longer apply and a proportion of the Loan in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (unless the Majority Lenders otherwise agree in writing).

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Subject to the Intercreditor Agreement, any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, FP Notes pursuant to the NPAFP Note Purchase Agreement and the LM/BP Notes pursuant to the LM/BP Note Purchase Agreement. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, Notes and the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepaymentthereon. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyNotes.

Application of Mandatory Prepayments. The Issuer (A) Dispositions (other than Disposition of Capital Stock of CyrusOne or CyrusOne LP or Wireless Dispositions) and Involuntary Dispositions. All amounts required to be paid pursuant to Sections 2.05(b)(ii)(A) or 2.05(b)(ii)(B), if any, shall provide be applied first to the Agent and each Purchaser with written notice repayment of the Tranche B Term Loan, second to the repayment of any payment Revolving Loans then outstanding hereunder (without a concurrent reduction of the Aggregate Revolving Commitments) and third to be made under this Section 2.07(bthe prepayment or purchase (and concurrent retirement) at least two of other Prepayable Indebtedness (to the extent, but only to the extent, that such other Prepayable Indebtedness exists); provided that contributions that are applied by the Applicable Prepayment Date to fund underfunded pension plan obligations of the Borrower and its Subsidiaries in an aggregate amount not to exceed (1) $150,000,000 minus (2) Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such contributions made that are deemed to satisfy the prepayment requirements referred to in clause “second” of Section 2.05(b)(iii)(B) shall be applied deemed to the Notes and Commitments be a payment in satisfaction of the Purchasers in accordance with their respective pro rata share in respect prepayment requirement under clause “third” of this Section 2.05(b)(iii)(A). To the extent the amount of relevant Net Cash Proceeds to be applied pursuant to Sections 2.05(b)(ii)(A) or 2.05(b)(ii)(B) exceeds the amount necessary to repay all Tranche B Term Loans, outstanding Revolving Loans and other Prepayable Indebtedness at the time of the Notes and Commitmentsrelevant Disposition Prepayment Event or Involuntary Disposition Prepayment Event, respectivelyas the case may be, the Borrower may retain such excess amount without further obligation under this Section 2.05.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is All amounts required to be under paid pursuant to this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes 2.05(b) shall be applied as follows: (A) with respect to be all amounts prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i2.05(b)(i), first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the remaining L/C Obligations; and (B) with respect to all amounts prepaid pursuant to Section 2.05(b)(ii) or (iii), ratably to the Term Loans (in each case to the remaining principal amortization payments thereof as directed by the applicable Borrower); provided that (x) any Incremental Term Loan and Specified Refinancing Term Loan may participate in such mandatory prepayments pursuant to Section 2.05(b)(ii) and 2.05(b)(iii) on a pro rata or less than pro rata basis and (iiy) the Borrowers may apply a ratable (such declined amounts, or less than ratable) amount to prepay or purchase any other Indebtedness that ranks pari passu in right of payment and security with the “Declined Proceeds”) by providing written notice (each, Term Loans and that also requires a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such corresponding mandatory prepayment. If a Purchaser fails to deliver a Rejection Notice to Within the Agent within parameters of the time frame specified applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured NotesBase Rate Loans, pursuant then to the NPAAlternative Currency Daily Rate Loans, then to Term SOFR Loans, and lastly to Alternative Currency Term Rate Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b2.05(b) not constituting Declined Proceeds shall be applied firstsubject to Section 3.05, to prepay but otherwise without premium or penalty, and shall be accompanied by interest on the outstanding principal amount prepaid through the date of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is All amounts required to be under paid pursuant to this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes 2.13 shall be applied as follows: (a) with respect to be all amounts prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i2.13.1(a), to Revolving Credit Loans and (after all Revolving Credit Loans have been repaid), to Swingline Loans and (after all Swingline Loans have been repaid), to a cash collateral account in respect of LOC Obligations, (b) with respect to all amounts prepaid pursuant to Section 2.13.1(b), to Swingline Loans, (c) with respect to all amounts prepaid pursuant to Section 2.13.1(c), to a cash collateral account in respect of LOC Obligations, (d) with respect to all amounts prepaid pursuant to Sections 2.13.2 and 2.13.4, pro rata to the Loans (with a corresponding reduction in the Total Commitments) and the 364-Day Loans and (iie) with respect to all amounts prepaid pursuant to Section 2.13.3, pro rata to the Loans and the 364-Day Loans. All prepayments made to the Loans pursuant to Sections 2.13.2, 2.13.3 and 2.13.4 shall be applied first to the Revolving Credit Loans until paid in full and then to the Swingline Loans and (such declined amountsafter all Loans have been repaid) to a cash collateral account in respect of LOC Obligations (with a corresponding reduction in the Total Commitments with respect to any prepayment pursuant to Sections 2.13.2 or 2.13.4) until paid in full; provided, that, with respect to any prepayment pursuant to Section 2.13.3, so long as no Default or Event of Default exists, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) Borrower shall not be required to cash collateralize the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to LOC Obligations outstanding as of the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to prepayment provided that the Agent within the time frame specified above, any such failure will be deemed an acceptance Total Commitments as of the total date of such prepayment exceed the amount of such mandatory prepayment LOC Obligations outstanding. Within the parameters of Notes. Any Declined Proceeds may be retained by the Issuer unless required to application set forth above, prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Base Rate Loans and then to the NPALIBOR Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b) not constituting Declined Proceeds 2.13 shall be applied first, subject to prepay Section 2.11.3 and accompanied by interest on the outstanding principal amount prepaid through the date of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively.

Application of Mandatory Prepayments. The Issuer shall provide A. Amounts paid under the Agent preceding subsection (b)(i) and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is amounts required to be paid under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes the preceding subsections (b)(ii) and (b)(iii) which are to be prepaid allocated to the Revolving Loans and Letter of Credit Liabilities pursuant to the following clause (B) shall be applied to pay all amounts of principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2. and if any Letters of Credit are outstanding at such prepayment notice time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations. B. Amounts paid under the preceding subsections (b)(ii) and (iii) (excluding, for the avoidance of doubt, amounts paid under the preceding subsection (b)(iii) in respect of the contents of such prepayment notice and of such Purchaser’s High Yield Notes) shall be allocated on a pro rata share basis to (i) the Term Loans, the Revolving Loans, Swingline Loans and Reimbursement Obligations and Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(iRevolving Commitments) and (ii) the Senior Notes (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and extent that the Issuer, no later than 2:00 p.m. one Senior Notes remain outstanding). Such pro rata amount allocable to the Obligations shall be calculated by dividing (1) Business Day prior to the date sum of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the NotesLoans on such date plus the Letter of Credit Liabilities on such date, by (2) the accrued but unpaid interest thereon sum of clause (1) and any applicable Call Premium and second, to permanently reduce the Commitments by the outstanding principal amount of the Senior Notes on such prepaymentdate. Each such prepayment Other than as set forth in the immediately following sentence, amounts payable to the Obligations pursuant to this clause (B) shall be applied as follows: (i) unless an Event of Default has occurred and is continuing as described in clause (ii) below, all amounts so paid to the Obligations shall be applied to prepay the Notes Revolving Loans, Swingline Loans and Commitments Reimbursement Obligations and, to the extent the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until paid in full, then, shall be payable to (or retained by) the Borrower and (ii) if an Event of Default has occurred and is continuing on and as of the Purchasers date of the Asset Sale, Equity Issuance, debt incurrence or other event or circumstance giving rise to the mandatory prepayment requirement under Section 2.8(b) (or results from such event or circumstance), all amounts so paid to the Obligations shall be applied to prepay the outstanding Term Loans on a pro rata basis until paid in full and then such amounts shall be applied to prepay any outstanding Revolving Loans, Swingline Loans and Reimbursement Obligations and, to the extent the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until paid in full. Notwithstanding anything to the contrary contained herein, from and including, the Fourth Amendment Effective Date until the date (the “NPAS Date”) that the Borrower has received an aggregate amount of Net Proceeds from Asset Sales that equal or exceed $130,000,000 which proceeds are applied to outstanding Indebtedness as required by this Section 2.8.(b), only to the extent such NPAS Date occurs prior to the date of the funding of any High Yield Notes, amounts payable to the Obligations pursuant to this clause (B) with respect to amounts paid pursuant to the preceding subsection (b)(ii) shall be allocated as follows: (I) first, to the Term 1 Loans and the Term 2 Loans to be allocated among the Term Loans pursuant to the calculation in the immediately following sentence, until payment in full of the Term 1 Loans, (II) then, to prepay any outstanding Revolving Loans, Swingline Loans and Reimbursement Obligations and, to the extent the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until paid in full, (III) then, to the remaining Term 2 Loans, until payment in full of the Term 2 Loans and (IV) finally, may be payable to (or retained by) the Borrower. Prepayments of Term Loans made in accordance with clause (I) in the immediately preceding sentence and clause (D)(I) below, shall be (x) allocated to each Lender holding Term Loans in an amount equal to their respective pro rata share TL Paydown Percentage multiplied by the aggregate proceeds allocated to prepay Term Loans pursuant to clause (I) in respect the immediately preceding sentence or clause (D)(I) below, as the case may be, and (y) applied by each Lender first to its Term 1 Loans, until paid in full, and then to its Term 2 Loans until paid in full. C. Notwithstanding the foregoing, any amounts allocable to the Senior Notes which are not required to be applied to the Senior Notes pursuant to the terms of the Senior Notes Agreement (either because the holders of the Senior Notes have declined such payments or otherwise) (I) with respect to amounts paid pursuant to the preceding subsection (b)(ii) on or prior to the NPAS Date, shall be paid by the Borrower to the Administrative Agent to be applied to prepay the Revolving Loans, Swingline Loans and Reimbursement Obligations and, to the extent the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until paid in full, then, may be retained by the Borrower and (II) with respect to amounts paid pursuant to the preceding subsection (b)(ii) after the NPAS Date or paid pursuant to the preceding subsection (b)(iii), may (i) be deposited into a deposit account controlled by the Borrower or the holders of the Senior Notes to be applied to the Senior Notes or (ii) held as Unrestricted Cash. D. Notwithstanding the foregoing, (A) if the Borrower issues High Yield Notes, the proceeds of the High Yield Notes shall be applied (i) first, to repay or defease the obligations under the Senior Notes Agreement in full, (ii) then, to fund any offering costs in connection with the issuance of High Yield Notes and (iii) finally, to the repay the Obligations. Amounts payable to the Obligations pursuant to this clause (D) shall be applied as follows: (I) first, to the Term 1 Loans and the Term 2 Loans to be allocated among the Term Loans pursuant to the calculation in the last sentence of clause (B) above, until payment in full of the Term 1 Loans, (II) then, to prepay any outstanding Revolving Loans, Swingline Loans and Reimbursement Obligations and, to the extent the other Letter of Credit Liabilities exceed $1,000,000, to Cash Collateralize the other Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until paid in full, respectively(III) then, to the remaining Term 2 Loans, until payment in full of the Term 2 Loans and (IV) finally, may be payable to (or retained by) the Borrower. E. If the Borrower is required to pay any outstanding LIBOR Loans by reason of this Section 2.8. prior to the end of the applicable Interest Period therefor, the Borrower shall pay all amounts due under Section 5.4.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is All amounts required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made paid pursuant to Section 2.7(b)(i2.05(b)(i) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, ratably to prepay the outstanding principal amount of L/C Borrowings and the NotesMulticurrency Swing Line Loans, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by outstanding Multicurrency Revolving Loans, and, third, to Cash Collateralize the amount of remaining L/C Obligations. With respect to all amounts required to be prepaid pursuant to Sections 2.05(b)(ii) and (iii), such prepayment. Each such prepayment amounts shall be applied ratably to the Notes and Commitments outstanding Term Loans (in each case, to the remaining principal amortization payments of the Purchasers Term Loans in accordance with their respective pro rata share in respect inverse order of maturity). Within the parameters of the Notes applications set forth above, prepayments shall be applied first to Base Rate Loans and Commitmentsthen to Eurocurrency Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, respectivelybut otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. Notwithstanding any other provision of this Section 2.05(b), with respect to any amount of Net Cash Proceeds subject to Section 2.05(b)(ii) or 2.05(b)(iii) attributable to a Foreign Subsidiary, in the event the Borrowers determine in good faith in consultation with the Administrative Agent that the upstreaming of cash equal to such amount by such Foreign Subsidiary (i) would violate any local Law (e.g., financial assistance, thin capitalization, corporate benefit, or the fiduciary and statutory duties of the directors of such Foreign Subsidiary) or any term of any Organization Document applicable to such Foreign Subsidiary required by Law, or (ii) would cause any material adverse tax consequence to the Borrowers and their Subsidiaries, then such amount shall be excluded from such Net Cash Proceeds; provided, that for one (1) year from the date on which the obligation to make the applicable prepayment arose, the Borrowers and such Foreign Subsidiary shall use all commercially reasonable efforts to overcome or eliminate any such restrictions or minimize any such costs of prepayment and, if successful, shall promptly make the applicable prepayment, unless the Borrowers shall have determined in good faith in consultation with the Administrative Agent that such actions would require the expenditure of a material amount of funds.

Application of Mandatory Prepayments. The Issuer Except as provided in Section 7.4 hereof, all amounts received pursuant to paragraph (f) shall provide be applied in the Agent following order: (i) first, to all fees, costs and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior expenses then due and owing to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and Agent; (ii) (such declined amountssecond, the “Declined Proceeds”) by providing written notice (eachto accrued but unpaid interest, a “Rejection Notice”) fees and breakage costs then due and owing to the Agent and the Issuer, no later than 2:00 p.m. one Lenders; (1iii) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied firstthird, to prepay the outstanding principal amount balance of the NotesRevolving Term Facility, with a concurrent reduction in the accrued but unpaid interest thereon and any applicable Call Premium and secondAggregate Revolving Term Commitment Amount; (iv) fourth, to permanently reduce the Commitments by outstanding principal balance of the amount Term C Facility; (v) fifth, to the outstanding principal balance of such prepayment. Each such prepayment the Term A Facility and the Term B Facility, fifty percent of which amounts shall be applied to the Notes Term A Facility and Commitments fifty percent to the Term B Facility, to be applied within each such Facility to the principal installments due thereunder in inverse order of their scheduled maturities; and (vi) sixth, to any remaining Obligations, in such order as the Required Lenders may in their sole discretion designate. Unless otherwise provided in this Agreement or the other Loan Documents, payments from the Borrower of principal within any category above shall be applied, first, to the principal of Base Rate Loans on a pro rata basis and, second, to the principal of LIBOR Loans and Quoted Rate Loans (and, among such LIBOR Loans and Quoted Rate Loans, in such order as may be determined by the Administrative Agent and the Borrower).” (n) Additional Amendment to Section 2.10 of the Purchasers in accordance with their respective pro rata share in respect Credit Agreement (Term C Facility Principal). Section 2.10 of the Notes and Commitments, respectively.Credit Agreement is amended by adding a new subsection (h) to the end thereof to read in its entirety as follows:

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such Each prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(isubsections (c)(i), (ii), (iii), (iv), (v) and (iivi) above shall in the absence of a continuing Event of Default be applied as follows: (i) if the proceeds are from any event set forth in Section 2.4(c)(i), such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) proceeds shall be applied to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance outstanding principal amount of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required Term Loan until paid in full to be applied to pay the Lockheed Xxxxxx Senior Secured Notesscheduled payments thereof in the inverse order of maturity; (ii) subject to clause (iv) below, pursuant if the proceeds are from any sale or other disposition of any Accounts or Inventory or any insurance policy or condemnation award with respect to the NPA. Subject to Section 2.12 of the Intercreditor AgreementAccounts or Inventory, all prepayments under this Section 2.07(b) not constituting Declined Proceeds such proceeds shall be applied first, to prepay the outstanding principal amount of the NotesA Advances, the accrued but unpaid interest thereon and any applicable Call Premium and until paid in full, second, to permanently reduce cash collateralize the Commitments by Letters of Credit in an amount equal to 105% of the then extant Letter of Credit Usage, third, to the outstanding principal amount of the B Advances until paid in full, fourth, after giving effect to any application permitted under Section 6.7 and clause (X) below, to the outstanding principal amount of the Term Loan until paid in full, provided that, in the case of the payments to the Term Loan, such prepayment. Each such prepayment payments shall be applied to the Notes and Commitments scheduled payments thereof in the inverse order of maturity; (iii) subject to clause (iv) below, if the Purchasers proceeds (other than proceeds subject to a perfected Permitted Lien in favor of Equitable, which first shall be applied in accordance with the Equitable Intercreditor Agreement, or Wood County Bank, in either case, limited to the amount of proceeds that are required to be paid by Borrower to Equitable or Wood County Bank, respectively, or the amount required to be invested and invested) are from (A) the sale or other disposition of any other assets or any insurance policy or condemnation award of Borrower or any of their respective pro rata share Subsidiaries, not described in respect clause (ii) above or (B) any event set forth in Section 2.4(c)(iii) or (c)(iv), such proceeds shall be applied, first, to the outstanding principal amount of the Notes B Advances, and Commitmentssimultaneously with any such prepayment, respectively.the Revolver B Commitment shall be reduced on a dollar for dollar basis, second, to the outstanding principal amount of the Term Loan until paid in full, in the case of payments to the Term Loan, such payments to be applied to the scheduled payments thereof in the inverse order of maturity, third, to the outstanding principal amount of the A Advances, until paid in full, and fourth, to cash collateralize the Letters of Credit in an amount equal to 105% of the then extant Letter of Credit Usage, until paid in full; (iv) if the proceeds are from a sale or other disposition of all or substantially all of the assets or Stock of any Person or any insurance policy, which sale or other disposition or proceeds of insurance includes both (A) Accounts and Inventory, and (B) other assets, except as otherwise provided in Section 6.7 and clause (X) below, such proceeds shall be applied first, to the outstanding principal amount of the A Advances in an amount equal to the Revolver A Usage supported by such Accounts and Inventory determined using the advance rate under the Borrowing Base against such Accounts and Inventory (determined at the time of such sale or other disposition or event resulting in such insurance proceeds), second, to the outstanding principal amount of the B Advances, and simultaneously with any such prepayment, the Revolver B Commitment shall be reduced on a dollar for dollar basis, third, to the outstanding principal amount of the Term Loan until paid in full, in the case of payments to the Term Loan, such payments to be applied to the scheduled payments thereof in the inverse order of maturity, fourth to the outstanding principal amount of the A Advances, until paid in full, and fifth, to cash collateralize the Letters of Credit in an amount equal to 105% of the then extant Letter of Credit Usage, until paid in full; (v) if the proceeds are from any event set forth in Section 2.4(c)(v), such proceeds shall be applied, first, to the outstanding principal amount of the A Advances, until paid in full, second, to the outstanding principal amount of the B Advances until paid in full, and third, to outstanding principal amount of the Term Loan until paid in full, provided that, in the case of the payments to the Term Loan, such payments shall be applied to the scheduled payments thereof in the inverse order of maturity; and (vi) if the proceeds are from any event set forth in Section 2.4(c)(vi), such proceeds shall be applied, first, to the outstanding principal amount of the A Advances, until paid in full, and second, to the outstanding principal amount of the B Advances until paid in full. Notwithstanding anything to the contrary contained herein:

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment (a) Any amount to be made applied towards prepayment of the Loan(s) or reduction of the Available Facility under this Section 2.07(bparagraph (b) at least two of Clause 8.1 (2Proceeds) Business Days prior shall be applied in the following order: (i) first, in prepayment of the Loans as contemplated in paragraphs (b) to (e) inclusive below; and (ii) secondly, in cancellation of the date such payment is required to Available Facility (and the Available Commitments of the Lenders will be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid cancelled rateably) immediately after application (if any) in accordance with paragraph (a)(i) (or, if no Loan is outstanding, immediately upon receipt or recovery of the applicable Debt Incurrence Proceeds, Disposal Proceeds, Distribution Proceeds or Equity Issuance Proceeds by (or payment of the same to the order of) any member of the Group which gives rise to the requirement for prepayment of the Loan(s) or reduction of the Available Facility pursuant to paragraph (b) of Clause 8.1 (Proceeds). (b) Unless the Borrower makes an election under paragraph (d) below, the Borrower shall prepay Loans pursuant to paragraph (b) of Clause 8.1 (Proceeds) promptly upon receipt or recovery of the applicable Debt Incurrence Proceeds, Disposal Proceeds, Distribution Proceeds or Equity Issuance Proceeds by (or payment of the same to the order of) any member of the Group which gives rise to the requirement for such prepayment notice pursuant to paragraph (b) of Clause 8.1 (Proceeds) (the “Receipt Date”). (c) Subject to paragraph (d), a prepayment of the contents of such prepayment notice and of such Purchaser’s pro rata share Loan(s) under Clause 8.1 (Proceeds) shall be applied towards all of the estimated prepayment. Each Purchaser may reject all Loans rateably. (but not less than alld) of its pro rata share of any mandatory prepayment of Notes required Subject to be made pursuant to Section 2.7(b)(iparagraph (e) and (ii) (such declined amountsbelow, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, Borrower may elect that any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 towards prepayment of the Intercreditor AgreementLoan(s) under Clause 8.1 (Proceeds) be applied in prepayment of the Loan(s) (the current Interest Period relating to which is the soonest to expire as at such Receipt Date) on the last day of such Interest Period, all prepayments under this Section 2.07(band that the remainder of such amount (if any) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount towards prepayment of the Notes, Loan(s) (the accrued but unpaid interest thereon and any applicable Call Premium and second, current Interest Period relating to permanently reduce which is the Commitments by next soonest to expire as at such Receipt Date) on the amount last day of such prepayment. Each latter-mentioned Interest Period, and this paragraph (d) shall continue to apply with respect to any remainder of such prepayment amount until such remainder shall be have been fully applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect this paragraph (d). If the Borrower makes that election then a proportion of each Loan equal to the amount to be so applied towards prepayment of such Loan pursuant to this paragraph (d) will be due and payable on the last day of its then current Interest Period. (e) If the Borrower has made an election under paragraph (d) above but a Default has occurred and is continuing, that election shall no longer apply and a proportion of the Notes Loan(s) equal to the amount to be so applied towards prepayment of the Loan(s) (the subject of such election) shall be immediately due and Commitments, respectivelypayable (unless the Majority Lenders otherwise agree in writing).

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i2.05(b), except mandatory prepayments made pursuant to Section 2.05(b)(v), shall be applied as follows: (i) with respect to all amounts paid pursuant to Section 2.05(b)(i), first to Revolving Loans, second to Swing Line Loans, and third to Cash Collateralize L/C Obligations; (ii) with respect to all amounts paid pursuant to Section 2.05(b)(ii), (iii) and (iiiv), so long as no Event of Default has occurred and is continuing (A) (such declined amountsfirst, the “Declined Proceeds”) by providing written notice (eachsubject to Section 2.05(d), a “Rejection Notice”) pro rata to the Agent Tranche B Term Loans and the Issuerany Tranche C Term Loans which are RTFC Variable Rate Loans, no later than 2:00 p.m. one (B) second, to (1) Business Day prior the Revolving Loans (with a corresponding reduction in the Revolving Commitments pursuant to Section 2.06(b)), (2) then to Swing Line Loans (with a corresponding reduction in the Revolving Commitments pursuant to Section 2.06(b)) and (3) then to Cash Collateralize L/C Obligations, (C) third, to any Tranche C Term Loans which are RTFC Fixed Rate Loans, and (D) fourth, after the termination of all Revolving Commitments and the repayment in full of all amounts payable with respect to the date Revolving Loans, the Tranche B Term Loans and the Tranche C Term Loans, to the Tranche D Term Loans; and (iii) with respect to all amounts paid pursuant to Section 2.05(b)(ii), (iii) and (iv) after an Event of Default has occurred and is continuing, (A) first, subject to Section 2.05(d), pro rata to the Tranche B Term Loans, the Tranche C Term Loans and the Revolving Loans (with no corresponding reduction in the Revolving Commitments pursuant to Section 2.06 and assuming for purposes of such prepayment. If a Purchaser fails pro rata allocation that the Revolving Facility is fully drawn); provided, however, that at such time as all Revolving Loans have been prepaid (including the repayment of all Swing Line Loans and the Cash Collateralization of all L/C Obligations), such prepayments shall be applied, subject to deliver a Rejection Notice Section 2.05(d), pro rata to the Agent within Tranche B Term Loans and the time frame specified aboveTranche C Term Loans and (B) second, any such failure will be deemed an acceptance after the repayment in full of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant all amounts payable with respect to the NPA. Subject to Section 2.12 Revolving Loans (including the repayment of all Swing Line Loans and the Intercreditor AgreementCash Collateralization of all L/C Obligations), all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied firstthe Tranche B Term Loans and the Tranche C Term Loans, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyTranche D Term Loans.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be (a) A prepayment made under this Section 2.07(bparagraph (b) at least two or (2) Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than allc) of its pro rata share of any mandatory Clause 12.3 (Net Disposal Proceeds and Net Financing Proceeds) shall be applied in the following order: (i) first, in prepayment of Notes required Facility A as contemplated in paragraphs (b) to be made pursuant to Section 2.7(b)(i(e) and inclusive below; (ii) secondly, in prepayment of Facility B as contemplated in paragraphs (such declined amountsb) to (e) inclusive below; (iii) thirdly, in prepayment of Facility C as contemplated in paragraphs (b) to (e) inclusive below; (iv) fourthly, in cancellation of Available Commitments under the Revolving Facility (and the Available Commitment of the Lenders under the Revolving Facility will be cancelled rateably); (v) fifthly, in prepayment of Revolving Facility Loans and, thereafter, Euro Swingline Loans and cancellation of Revolving Facility Commitments; and (vi) then, in repayment and cancellation of the Ancillary Outstandings and Ancillary Commitments. (b) Unless the Company makes an election under paragraph (d) below, the “Declined Borrowers shall prepay Loans promptly upon receipt of those proceeds. (c) A prepayment under Clause 12.3 (Net Disposal Proceeds and Net Financing Proceeds”) shall prepay the Facility C Loans by providing written notice (each, a “Rejection Notice”) to reducing the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to relevant Facility C Repayment Instalment for each Facility C Repayment Date falling after the date of such prepaymentprepayment pro rata. (d) Subject to paragraph (e) below, the Company may elect that any prepayment under Clause 12.3 (Net Disposal Proceeds and Net Financing Proceeds) be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan. If the Company makes that election then a Purchaser fails to deliver a Rejection Notice proportion of the Loan equal to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notesrelevant prepayment will be due and payable on the last day of its Interest Period. Table of Contents (e) If the Company has made an election under paragraph (d) above but an Event of Default has occurred and is continuing, that election shall no longer apply and a proportion of the accrued but unpaid interest thereon and any applicable Call Premium and second, Loan in respect of which the election was made equal to permanently reduce the Commitments by the amount of such prepayment. Each such the relevant prepayment shall be applied to immediately due and payable (unless the Notes and Commitments of the Purchasers Majority Lenders otherwise agree in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelywriting).

Application of Mandatory Prepayments. The Issuer Borrower shall provide notify the Administrative Agent and each Purchaser with written notice in writing of any payment mandatory prepayment of Obligations required to be made under pursuant to clauses (i), (ii) and (iii) of this Section 2.07(b2.05 (including the amount of such prepayment so required) by 1:00 P.M. at least two three (23) Business Days prior to the date of such payment is required to be under this Section 2.07(b)prepayment. The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice Appropriate Lender of the contents of such the Borrower’s prepayment notice and of such Purchaserapplicable Lender’s pro rata share of the estimated prepayment. Each Purchaser Appropriate Lender may reject all (but not less than all) or a portion of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(iclauses (i), (ii) and (iiiii) (such declined amounts, the “Declined Proceeds”) of Loans by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Issuer, Borrower no later than 2:00 p.m. one 5:00 P.M. two (12) Business Day prior to Days after the date of such Lender’s receipt of notice from the Administrative Agent regarding such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory prepayment of Loans to be rejected by such Lender. If a Purchaser Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified aboveabove or such Rejection Notice fails to specify the principal amount of the Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory repayment of the Loans. The Borrower shall not have any obligation to apply any Declined Proceeds to a prepayment hereunder. Each prepayment of Notes. Any Declined Proceeds may Loans pursuant to the foregoing provisions of this Section 2.05(b) shall be retained applied, first, on a pro rata basis among the Initial Term B Loans and (unless otherwise agreed by the Issuer unless required applicable Lenders in respect of any Incremental Term Loans) each of the Incremental Term Loans (with each such prepayment to be applied to pay the Lockheed Xxxxxx Senior Secured Noteswithin each Class, pursuant first, to the NPA. Subject remaining scheduled principal repayment installments thereof in direct order of maturity unless otherwise directed by the Borrower) and, second, to Section 2.12 the Revolving Credit Facility in the manner set forth in clause (vi) of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined 2.05(b). Proceeds of any Refinancing Debt shall be applied firstsolely to prepay each applicable Class of Term Loans and/or Revolving Credit Loans so refinanced. Notwithstanding the foregoing, (A) to the extent any Incremental Term Loans, Extended Term Loans or Refinancing Term Loans are made, the application of prepayments of Term Loans pursuant to this clause (iv) shall be made on a pro rata basis among the Term Loans, Incremental Term Loans, Extended Term Loans and Refinancing Term Loans (except to the extent that any applicable Incremental Amendment, Extension Offer or Refinancing Amendment provides that the Class of Term Loans made thereunder shall be entitled to less than pro rata treatment) and (B) with respect to any Net Cash Proceeds from any Disposition or Insurance and Condemnation Event, the Borrower may prepay Term Loans and prepay or purchase any Refinancing Debt that is secured by the Collateral on a pari passu basis (at a purchase price no greater than par plus accrued and unpaid interest), to prepay the extent required thereby, on a pro rata basis in accordance with the respective outstanding principal amount amounts of the NotesTerm Loans and such Refinancing Debt as of the time of the applicable Disposition or Insurance and Condemnation Event. To the extent consistent with the foregoing, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment mandatory prepayments shall be applied first to the Notes then outstanding Loans that are Base Rate Loans and Commitments then to the then outstanding Loans that are Eurodollar Rate Loans in a manner that minimizes the amount of any payments required to be made by the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyBorrower pursuant to Section 3.05.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment All amounts required to ------------------------------------ be made under paid pursuant to this Section 2.07(b3.3(b) at least two shall be applied as follows: (2A) Business Days prior with respect to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be all amounts prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) 3.3(b)(i)(A), to Revolving Loans and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”after all Revolving Loans have been repaid) to the Agent and the Issuera cash collateral account in respect of LOC Obligations, no later than 2:00 p.m. one (1B) Business Day prior with respect to the date all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), (iii), (iv), (v) or (vi): (A) 34 1/2% of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment amounts shall be applied to the Notes Term Loan (applied as follows: (i) with respect to the first $10 million of prepayment proceeds applied to the Term Loan, to the installment of principal due on May 28, 2001, (ii) with respect to the next $10 million of prepayment proceeds applied to the Term Loan, to the installment of principal due on August 28, 2001, (iii) with respect to the next $15 million of prepayment proceeds applied to the Term Loan, to the installment of principal due on January 2, 2002, (iv) with respect to the next $15 million of prepayment proceeds applied to the Term Loan, to the installment of principal due on February 28, 2002, (v) with respect to the next $15 million of prepayment proceeds applied to the Term Loan, to the installment of principal due on May 28, 2002, (vi) with other prepayment proceeds applied to the Term Loan, to the installment of principal due on August 28, 2002) and Commitments (vii) after making the prepayments set forth in clauses (i) through (vi) above, in the inverse order of maturity) and (B) 65 1/2% of all such amounts shall be applied pro rata to (I) the Revolving Loans (with a corresponding reduction of the Purchasers Revolving Committed Amount) and (II) the New Term Loan (and if the Maturity Date has been extended pursuant to Section 2.5, in accordance with their respective pro rata share in respect the inverse order of maturity thereof). Within the parameters of the Notes applications set forth above, prepayments shall be applied first to Base Rate Loans and Commitmentsthen to Eurodollar Loans in direct order of Interest Period maturities. All prepayments under this Section 3.3(b) shall be subject to Section 3.12, respectivelybut otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment.

Application of Mandatory Prepayments. The Issuer So long as no Event of Default has occurred and is continuing, amounts paid under the preceding subsections (d)(i) and (d)(ii) shall provide be applied as follows: (1) first, to repay in full the existing “6.75% Senior Notes due 2021” issued by the Borrower, in the original principal amount of $300,000,000 with a stated maturity date of December 15, 2021 (the “6.75% Senior Notes”) (provided, however, that Borrower may elect to deposit such repayment amount in a cash collateral account pledged to the Collateral Agent as collateral for the Pari Passu Guaranteed Obligations pursuant to documentation in form and each Purchaser substance satisfactory to the Administrative Agent (an “Approved Cash Collateral Account”) until such time as the Make-Whole Amount (as defined in the Supplemental Indenture) with written notice respect to such repayment of any payment the 6.75% Senior Notes shall be zero, at which time the Administrative Agent shall direct the Collateral Agent to be made under this Section 2.07(b) at least two make such amounts available to repay in full the 6.75% Senior Notes), (2) Business Days prior second, to repay the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid outstanding principal amount of Loans on a pro rata basis in accordance with such prepayment notice of Section 3.2, and then all other outstanding Obligations, in each case, to the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) full extent thereof, and (ii3) (such declined amountsthird, the “Declined Proceeds”) by providing written notice (eachafter all Obligations have been repaid in full, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied in accordance with Section 2.7(b)(v)(B) of the Existing Credit Agreement (without duplication); provided, however, that if any Default or Event of Default, other than as a result of the Borrower’s failure to pay satisfy the Lockheed Xxxxxx Senior Secured NotesAmendment Period Incurrence Conditions, pursuant shall exist, then, subject to the NPA. Subject to Section 2.12 provisions of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied firstthe Administrative Agent may, in its sole and absolute discretion, direct the Collateral Agent to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by apply the amount of such prepayment. Each such prepayment shall be applied cash collateral to repay the Notes Obligations in the order and Commitments of the Purchasers manner provided in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelySection 10.5.

Application of Mandatory Prepayments. The Issuer (A) Dispositions (other than Disposition of Capital Stock of CyrusOne or CyrusOne LP or Wireless Dispositions) and Involuntary Dispositions. All amounts required to be paid pursuant to Sections 2.05(b)(ii)(A) or 2.05(b)(ii)(B), if any, shall provide be applied first to the Agent and each Purchaser with written notice repayment of the Tranche B Term Loan, second to the repayment of any payment Revolving Loans then outstanding hereunder (without a concurrent reduction of the Aggregate Revolving Commitments) and third to the prepayment or purchase (and concurrent retirement) of other Prepayable Indebtedness (to the extent, but only to the extent, that such other Prepayable Indebtedness exists); provided that contributions that are applied by the Applicable Prepayment Date to fund underfunded pension plan obligations of the Borrower and its Subsidiaries in an aggregate amount not to exceed (1) $150,000,000 minus (2) the amount of such contributions made that are deemed to satisfy the prepayment requirements referred to in clause “second” of Section 2.05(b)(iii)(B) shall be deemed to be made a payment in satisfaction of the prepayment requirement under clause “third” of this Section 2.05(b)(iii)(A). To the extent the amount of relevant Net Cash Proceeds to be applied pursuant to Sections 2.05(b)(ii)(A) or 2.05(b)(ii)(B) exceeds the amount necessary to repay all Tranche B Term Loans, outstanding Revolving Loans and other Prepayable Indebtedness at the time of the relevant Disposition Prepayment Event or Involuntary Disposition Prepayment Event, as the case may be, the Borrower may retain such excess amount without further obligation under this Section 2.07(b2.05. (B) at least two Dispositions of Capital Stock of CyrusOne or CyrusOne LP or Wireless Dispositions. All amounts required to be paid pursuant to Sections 2.05(b)(ii)(C) or 2.05(b)(ii)(D), if any, shall be applied first to the repayment of any Revolving Loans then outstanding hereunder (without a concurrent reduction of the Aggregate Revolving Commitments) and second, so long as (x) no Event of Default has occurred and is continuing and (y) after giving effect to any repayment on a Pro Forma Basis as of the most recent fiscal quarter end with respect to which the Administrative Agent has received the Required Financial Information, the Consolidated Senior Secured Leverage Ratio is equal to or less than 2.75 to 1.00, to the prepayment or purchase (and concurrent retirement) of other Prepayable Indebtedness (to the extent, but only to the extent, that such other Prepayable Indebtedness exists); provided that contributions that are applied by the Applicable Prepayment Date to fund underfunded pension plan obligations of the Borrower and its Subsidiaries in an aggregate amount not to exceed (1) $150,000,000 minus (2) Business Days the amount of such contributions made that are deemed to satisfy the prepayment requirements referred to in clause “third” of Section 2.05(b)(iii)(A) shall be deemed to be a payment in satisfaction of the prepayment requirement under clause “second” of this Section 2.05(b)(iii)(B); provided, further, that if at the time of receipt of the Net Cash Proceeds of a Disposition of Capital Stock of CyrusOne or CyrusOne LP or a Wireless Disposition (i) an Event of Default exists and is continuing or (ii) the Borrower is unable to demonstrate compliance with the Consolidated Senior Secured Leverage Ratio test set forth in clause (y) above to allow prepayment or purchase (and concurrent retirement) of other Prepayable Indebtedness, then, subject to the repayment of Revolving Loans in clause “first” above, such Net Cash Proceeds shall first be applied to the prepayment of the Tranche B Term Loan prior to the date such payment is required prepayment or purchase (and concurrent retirement) of Prepayable Indebtedness. To the extent the amount of relevant Net Cash Proceeds to be applied pursuant to Section 2.05(b)(ii)(C) exceeds the amount necessary to repay all outstanding Revolving Loans, other Prepayable Indebtedness or the Tranche B Term Loan (if required) at the time of the relevant Disposition Prepayment Event, the Borrower may retain such excess amount without further obligation under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice 2.05. (C) Within the parameters of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all applications set forth above, (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”1) to the Agent and the Issuer, no later than 2:00 p.m. one (1extent any prepayments pursuant to this Section 2.05(b) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless are required to be applied to pay the Lockheed Xxxxxx Senior Secured NotesTranche B Term Loan, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds such payments shall be applied first, to prepay the outstanding principal amount next four Principal Amortization Payments in direct order of the Notesmaturity, the accrued but unpaid interest thereon and any applicable Call Premium and secondthereafter, to permanently reduce the Commitments by the amount remaining Principal Amortization Payments on a pro rata basis and (2) any prepayments of such prepayment. Each such prepayment Loans shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.05(b) shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the Notes and Commitments principal amount prepaid through the date of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyprepayment.

Application of Mandatory Prepayments. The Issuer shall provide 8.11.1 Unless otherwise stated in any Finance Document (including, without limitation, the Agent Eleventh Amendment Agreement, the Refinancing Agreement, Clause 21.27 (Application of Best Efforts Undertaking Proceeds) and each Purchaser with written notice Clause 21.28 (Application of any payment part of the Minimum Equity Proceeds)) prepayments to be made under this Section 2.07(bsub-clause 8.7.2 and Clause 8.9 (Flotation and public offer for the subscription of securities) at least two shall be applied as follows: (2a) The amounts referred to in (i) paragraphs (a), (b) and (c) of sub-clause 8.7.2, (ii) sub-clause 8.9.1, (iii) sub-clause 8.9.2 and (iv) sub-clause 8.9.4 shall be promptly (and, in any event, within five Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid Days) applied in accordance with such prepayment notice of the contents Senior Facilities and the Facilities pro rata. (b) The amounts referred to in paragraph (d) of such sub-clause 8.7.2 shall be promptly (and, in any event, within five Business Days) applied in the prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all Facilities. (but not less than allc) The amounts referred to in paragraph (e) of its pro rata share of sub-clause 8.7.2 shall, following any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(ithe terms of the financing agreements of the Target, be promptly (and, in any event, within five Business Days) applied in the prepayment of (A) firstly, the Senior Facilities and the Facilities pro rata and (B) secondly (once all amounts outstanding under or in respect of the Senior Facilities and the Facilities have been repaid), the Subordinated Facility. (d) The amounts referred to in paragraphs (f) and (iig) of sub-clause 8.7.2 and sub-clause 8.9.3 shall be promptly (such declined amountsand, in any event, within five Business Days) applied in prepayment of the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent Senior Facilities and the Issuer, no later than 2:00 p.m. one Facilities pro rata. (1e) Business Day The amounts referred to in Clause 8.10 (Excess Cash Flow) shall be promptly applied in prepayment of the Facilities pro rata. (f) All other amounts obtained from any of the transactions carried out to reduce the debt of the Prisa Group that are required to be applied in Table of Contents prepayment under the Existing Senior Facilities Agreement and this Agreement shall be promptly applied in prepayment of the Senior Facilities and the Facilities pro rata. (g) The Senior Facilities shall not be prepaid in full prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to on which the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory Facilities are prepaid in full. 8.11.2 A prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments made under this Section 2.07(b) not constituting Declined Proceeds Clause 8 shall be applied first, in prepayment of Term Loans pro rata. 8.11.3 The Agent shall notify the Lenders as soon as possible on becoming aware of any prepayment to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelymade under this Clause 8.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment All ------------------------------------ amounts required to be made under paid pursuant to this Section 2.07(b2.8(b) at least two shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.8(b)(i), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations and (B) with respect to all amounts prepaid pursuant to Sections 2.8(b)(ii) through (vi), (1) first to the Term Loans (pro rata between ----- the Tranche A Term Loans and the Tranche B Term Loans) to the remaining amortization payments in inverse order of maturity; provided, however, promptly upon notification thereof, one or more holders of the Tranche B Term Loan may decline to accept a mandatory prepayment under Section 2.8(b)(ii) through (vi) to the extent there are sufficient amounts under the Tranche A Term Loans outstanding to be paid with such prepayment, in which case, such declined payments shall be allocated pro rata among the Tranche A Term Loans and (2) Business Days prior second to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid ------ Revolving Loans (with a corresponding permanent reduction in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(iRevolving Committed Amount) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations. Within the Agent and parameters of the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Alternate Base Rate Loans and then to the NPALIBOR Rate Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b2.8(b) not constituting Declined Proceeds shall be applied first, subject to prepay Section 2.18 and be accompanied by interest on the outstanding principal amount prepaid through the date of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively.

Application of Mandatory Prepayments. The Issuer If a payment ------------------------------------ under Section 2.6(b)(i), (ii), (iii) or (iv) occurs, such repayment shall provide be applied to prepay Term Loans; provided that if, on the Agent and each Purchaser with written notice of any payment to be made date -------- that a prepayment is required under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is required to be under this Section 2.07(b2.6(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory required prepayment exceeds the total principal amount of Notes. Any Declined Proceeds may be retained by the Issuer unless required all outstanding Term Loans on such date before giving effect to be applied to pay the Lockheed Xxxxxx Senior Secured Notessuch prepayment, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds such excess amount shall be applied first(I) to prepay the principal amount of the Acquisition Loans; (II) after payment in full of all Acquisition Loans, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon Working Capital Loans; and any applicable Call Premium (III) after payment in full of all Acquisition Loans and secondall Working Capital Loans, to permanently reduce prepay the Commitments by principal amount of the Swing Line Loans; provided further that if, on -------- the date that a payment is required under this Section 2.6(b), (x) the amount of such prepayment. Each required prepayment exceeds the total principal amount of all outstanding Loans on such date before giving effect to such prepayment and (y) one or more Letters of Credit are issued and outstanding on such date, then Borrower shall be deposit into a separate account (an "XX Xxxx Collateral Account") an amount (the "XX Xxxx Collateral") -------------------------- ------------------ equal to the lesser of the Aggregate Stated Amount and the excess of the amount of the required prepayment over the amount of outstanding Loans on such date. Any prepayment under Section 2.6(b)(i), (ii), (iii) or (iv) that is applied to the Notes and Commitments Term Loans shall reduce pro rata each of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively.installments required

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment All amounts required to be made under paid pursuant to this Section 2.07(b2.8(b) at least two shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.8(b)(i), (1) first to the outstanding Swingline Loans, (2) Business Days prior second to the date such payment is required outstanding Revolving Loans and (3) third to be under this a cash collateral account in respect of LOC Obligations; and (B) with respect to all amounts prepaid pursuant to Sections 2.8(b)(ii) through (vi), (1) first to the First Lien Term Loan (pro rata to the remaining amortization payments set forth in Section 2.07(b2.2(b). The Administrative Agent will promptly notify each Purchaser holding Notes ); provided that, (x) any FLT Loan Lender may decline to be prepaid in accordance with accept any such prepayment notice of (collectively, the contents of such prepayment notice and of such Purchaser’s pro rata share of "Declined Amount"), in which case the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required Declined Amount shall be distributed to be the FLT Loan Lenders accepting prepayments made pursuant to Section 2.7(b)(ithis clause (B)(1) (ratably to the remaining amortization payments relating thereto) and (iiy) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) any Net Cash Proceeds from an Asset Disposition of Canadian Collateral shall be applied first to outstanding Revolving Loans made to the Agent Canadian Borrower (without a corresponding permanent reduction in the Revolving Committed Amount) and the Issuer, no later than 2:00 p.m. one (1) Business Day prior then to the date of such prepayment. If First Lien Term Loan, (2) second to outstanding Swingline Loans (without a Purchaser fails to deliver a Rejection Notice corresponding permanent reduction in the Revolving Committed Amount), (3) third to the Agent within outstanding Revolving Loans (without a corresponding permanent reduction in the time frame specified Revolving Committed Amount), (4) fourth to a cash collateral account in respect of LOC Obligations and (5) fifth to the Second Lien Term Loan. Within the parameters of the applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Alternate Base Rate Loans and then to the NPALIBOR Rate Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b2.8(b) not constituting Declined Proceeds shall be applied first, subject to prepay Section 2.17 and be accompanied by interest on the outstanding principal amount prepaid through the date of the Notesprepayment, the accrued but unpaid interest thereon and any applicable Call Premium and secondmandatory prepayment made, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied in whole or in part, with respect to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelySecond Lien Term Loan shall also be subject to Call Protection.

Application of Mandatory Prepayments. The Issuer shall provide the Agent (i) Except as required by clause (ii) and each Purchaser with written notice of any payment to be made under this Section 2.07(b(iii) at least two (2) Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of below, any mandatory prepayment of Notes required to be made any Loan pursuant to Section 2.7(b)(i2.13(a), 2.13(b), 2.13(c) and 2.13(e) shall be applied: first, to prepay principal of the Loans; provided, that, unless consented to by Requisite Lenders (whether at the time of such prepayment or at a later date), the Commitments are permanently reduced or Administrative Agent imposes a permanent block thereon on a dollar-for-dollar basis with such prepayment; second, to any other Obligations then outstanding; (ii) (such declined amountsIf a Default or an Event of Default has occurred and is continuing, all payments shall be applied pursuant to Section 2.15(h), unless Requisite Lenders consent to a different application. Nothing contained herein shall modify the “Declined Proceeds”provisions of Section 2.15(b) regarding the requirement that all prepayments be accompanied by providing written notice (each, a “Rejection Notice”) to accrued interest and fees on the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior principal amount being prepaid to the date of such prepayment. If a Purchaser fails , or any requirement otherwise contained herein to deliver a Rejection Notice pay all other amounts as the same become due and payable. (iii) Notwithstanding anything contained herein or in any other Credit Document to the Agent within the time frame specified abovecontrary, any such failure will be deemed an acceptance proceeds of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds Pre-Petition Collateral may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes Pre-Petition Obligations, the Obligations, or the Adequate Protection Obligations (as defined in the Bankruptcy Court Orders), as determined by the Administrative Agent, in its sole discretion; provided, that it is understood and Commitments agreed that any such application of proceeds to the Purchasers Pre-Petition Obligations or the Adequate Protection Obligations shall be applied in accordance with their respective pro rata share in respect the terms of the Notes Pre-Petition Credit Agreement and Commitmentsany such application of proceeds to the Obligations shall be applied in accordance with the terms of this Agreement. In no event shall the Agents, respectivelythe Lenders, the Pre-Petition Lenders or the Pre-Petition Agents be subject to the equitable doctrine of “marshaling” or any other similar doctrine with respect to any such collateral or otherwise.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b(i) at least two (2) Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such Any prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes Term Loans required to be made pursuant to Section 2.7(b)(i2.10(a) and Sections 2.10(c) through 2.10(f) shall be applied to reduce on a pro rata basis the remaining scheduled Installments of the Term Loans; provided that notwithstanding paragraph (iia) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will prepayments that are required to be deemed an acceptance made prior to the Closing Date shall instead reduce the amount of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds Commitments by an equal amount, and the proceeds thereof may be retained by the Issuer unless Borrower. (ii) Any prepayment of the Term Loans made pursuant to Section 2.10(g) shall be applied within five (5) Business Days following the receipt of the proceeds of Onshore Distributions as follows: (1) first, to the extent an Event of Default is continuing under Section 8.1(a) due to any amount of principal or interest on the Term Loans then being due and payable hereunder but not yet paid, an amount equal thereto shall be remitted to the Mandatory Prepayment Account and used to pay such amounts; (2) second, to the extent the aggregate amount of Available Cash then held by the Offshore Group Members is less than US$5,000,000, the Borrower (or the relevant Offshore Group Member) shall be permitted to retain such proceeds (and use such proceeds as it elects, subject to compliance with the terms of this Agreement) to the extent required to be applied ensure that on the date of such application, the aggregate amount of Available Cash then held by the Offshore Group Members plus the amount of funds so retained is equal to pay US$5,000,000 (after taking into account the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 application of the Intercreditor Agreement, all prepayments funds under this Section 2.07(b(b)(ii)); (3) not constituting Declined Proceeds third, the remainder of such proceeds shall be applied firstremitted to the Interest Reserve Account to the extent required to ensure that on such date, the balance thereof equals the Minimum XXX Balance Amount; and (4) fourth, to the extent (A) the amount of Available Cash of the Offshore Group Members minus US$5,000,000 is less than (B) the US$ equivalent of the then Existing 2007 Bond Redemption Amount minus the amount on deposit in the Sinking Fund Account, the Borrower may remit the remainder of such proceeds to the Sinking Fund Account until the amount on deposit in the Sinking Fund Account equals the US$ equivalent of the then Existing 2007 Bond Redemption Amount; and (5) fifth, 100% of the remainder of such proceeds shall be used to prepay the Term Loans, and applied in forward order of maturity to the remaining scheduled Installments thereof; provided that if on the date of receipt by the Borrower (or the relevant Offshore Group Member) of such Onshore Distributions the outstanding principal amount of the NotesTerm Loans is less than US$125,000,000, then instead the accrued but unpaid interest thereon remainder of such proceeds in an amount equal to 50% of the original amount of the Onshore Distributions (or the remaining balance of the proceeds, if such amount is less) shall be used to prepay the Term Loans and applied in the foregoing manner, and any applicable Call Premium remainder following such application (“Retained Onshore Proceeds”) may be retained by the Borrower (or the relevant Offshore Group Member) and secondused as it elects, subject to compliance with the terms of this Agreement. (iii) The Borrower agrees that the proceeds from Onshore Distributions shall not be used, directly or indirectly, to permanently reduce fund the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments purchase, redemption or repayment of the Purchasers Existing 2007 Bond or the Existing 2010 Bond (other than by way of funding the Sinking Fund Account in accordance with their respective pro rata share in respect the terms of this Section); provided that the Notes Borrower may use Retained Onshore Proceeds for such purposes if it would otherwise be permitted to use such proceeds to declare and Commitments, respectivelypay a dividend to its shareholders pursuant to a Permitted Distribution.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b(i) at least two (2) Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such Each prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(isubclause (c)(ii) above (except with respect to insurance proceeds and condemnation awards related to a casualty or loss of Collateral) shall, (iiA) (such declined amountsso long as no Event of Default shall have occurred and be continuing, the “Declined Proceeds”) by providing written notice (eachbe applied, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the NotesRevolver D Advances until paid in full, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the outstanding principal amount of such prepaymentRevolver C Advances until paid in full, third, to the outstanding principal amount of Revolver B Advances until paid in full, and fourth, to the outstanding principal amount of Revolver A Advances and to cash collateral in an amount equal to 105% of the then extant Letter of Credit Usage until paid in full, and (B) if an Event of Default shall have occurred and be continuing, be applied in the manner set forth in set forth in Section 2.4(b)(i). Each such prepayment of Revolver B Advances, Revolver C Advances, and Revolver D Advances shall be applied against the scheduled reductions of the Revolver B Commitment, the Revolver C Commitment, and the Revolver D Commitment, respectively, in the inverse order of maturity and shall result in permanent reductions of such Commitments in the amount of the applicable reduction. (ii) Each prepayment pursuant to subclause (c)(i) above and (c)(ii) with respect to insurance proceeds and condemnation awards related to a casualty or loss of Collateral, shall, (A) so long as no Event of Default shall have occurred and be continuing, be applied as follows: (1) if the proceeds are from any sale or disposition of any Accounts or Inventory of Borrower or the Restricted Subsidiaries, such proceeds shall be applied, first, to the Notes outstanding principal amount of Revolver A Advances and Commitments cash collateral in an amount equal to 105% of the Purchasers then extant Letter of Credit Usage until paid in accordance with their respective pro rata share full, second, to the outstanding principal amount of Revolver D Advances until paid in respect full, third, to the outstanding principal amount of Revolver C Advances until paid in full, and fourth, to the outstanding principal amount of Revolver B Advances until paid in full. Each such prepayment of Revolver B Advances, Revolver C Advances, and Revolver D Advances shall be applied against the scheduled reductions of the Notes Revolver B Commitment, the Revolver C Commitment, and Commitmentsthe Revolver D Commitment, respectively., in the inverse order of maturity and shall result in permanent reductions of such Commitments in the amount of the applicable reduction; (2) if the proceeds are from the sale or disposition of any assets consisting of the Real Property Collateral or any insurance policy or condemnation award relating to the Real Property Collateral, such proceeds shall be applied, first, to the outstanding principal amount of Revolver C Advances until paid in full, second, to the outstanding principal amount of Revolver D Advances until paid in full, third, to the outstanding principal amount of Revolver B Advances until paid in full, and fourth, to the outstanding principal amount of Revolver A Advances and to cash collateral in an amount equal to 105% of the then extant Letter of Credit Usage until paid in full. Each such prepayment of Revolver B Advances, Revolver C Advances, and Revolver D Advances shall be applied against the scheduled reductions of the Revolver B Commitment, the Revolver C Commitment, and the Revolver D Commitment, respectively, in the inverse order of maturity and shall result in permanent reductions of such Commitments in the amount of the applicable reduction; (3) if the proceeds are from the sale or disposition of any assets consisting of Borrower's or any

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment All amounts required to be made under paid pursuant to this Section 2.07(b2.8(b) at least two shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.8(b)(i), to Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 2.8(b)(ii), pro rata across the Revolving Loans (with a corresponding reduction in the Revolving Commitments), the Tranche A Term Loan and the Tranche B Term Loan outstanding as of such date and (C) with respect to all amounts prepaid pursuant to Sections 2.8(b)(iii) through (v), (1) FIRST PRO RATA to the Tranche A Term Loan and the Tranche B Term Loan (ratably to the remaining principal installments thereof); PROVIDED, HOWEVER, promptly upon notification thereof, one or more holders of the Tranche B Term Loan may decline to accept a mandatory prepayment under Section 2.8(b)(ii) through (iv) to the extent there are sufficient amounts under the Tranche A Term Loan outstanding to be paid with such prepayment, in which case, such declined payments shall be allocated pro rata among the Tranche A Term Loan and the Tranche B Term Loan held by Lenders accepting such prepayments, and (2) Business Days prior SECOND to the date such payment is required Revolving Loans and (after all Revolving Loans have been repaid) to be under this Section 2.07(b)a cash collateral account in respect of LOC Obligations. The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice Within the parameters of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Alternate Base Rate Loans and then to the NPALIBOR Rate Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b2.8(b) not constituting Declined Proceeds shall be applied first, subject to prepay Section 2.18 and be accompanied by interest on the outstanding principal amount prepaid through the date of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively.

Application of Mandatory Prepayments. The Issuer shall provide A. Amounts paid under the Agent preceding subsections (b)(i) and each Purchaser with written notice of (b)(iv) and any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is amounts required to be paid under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes the preceding subsections (b)(ii) and (b)(iii) which are to be prepaid allocated to the Revolving Loans and Letter of Credit Liabilities pursuant to the following clause (B) and (C) shall be applied to pay all amounts of principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2. and if any Letters of Credit are outstanding at such prepayment notice time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations. B. Amounts paid under the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all preceding subsections (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(ib)(ii) and (iiiii) (such declined amounts, other than under (b)(ii) if the “Declined Proceeds”Net Asset Sale Proceeds result from the sale of an Unencumbered Property (or the Equity Interests of a direct or indirect owner of an Unencumbered Property)) by providing written notice shall be applied as follows: (each, a “Rejection Notice”I) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to if Availability as of the date of such prepayment. If a Purchaser fails prepayment is greater than or equal to deliver a Rejection Notice to the Agent within the time frame specified above$250,000,000, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal Revolving Loans and Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until the Availability equals $400,000,000, then, on a pro rata basis to prepay the Term Loan and prepay the Existing Term Loan (to an amount not less than the Existing Term Loan Floor) or (II) if Availability as of the Notesdate of such prepayment is less than $250,000,000, first, on a pro rata basis to prepay the accrued but unpaid interest thereon Term Loan, prepay the Revolving Loans and any applicable Call Premium Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) and prepay the Existing Term Loan (to an amount not less than the Existing Term Loan Floor) until the Availability is equal to or greater than $250,000,000, second, to permanently reduce prepay the Commitments by Revolving Loans and Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until the Availability equals $400,000,000, and third, on a pro rata basis to prepay the Term Loan and the Existing Term Loan (to an amount not less than the Existing Term Loan Floor). C. Amounts paid under the preceding subsection (b)(ii) if the Net Asset Sale Proceeds result from the sale of such prepayment. Each such prepayment an Unencumbered Property (or the Equity Interests of a direct or indirect owner of an Unencumbered Property) shall be applied (x) with respect to Net Asset Sale Proceeds which are not UP Retained Proceeds, first, on a pro rata basis to prepay the Term Loan and prepay the Existing Term Loan until each is paid in full (or, in the case of the Existing Term Loan, paid to the Notes Existing Term Loan Floor) and Commitments then to prepay the Revolving Loans and the Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Purchasers in accordance with their respective pro rata share in respect of the Notes and Revolving Commitments, respectively.) and

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be Mandatory prepayments made pursuant to Section 2.7(b)(iSubsection 5.4(a)(ii) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied as follows: (A) first, to prepay installments due under the outstanding principal amount of the NotesTerm Loans, the accrued but unpaid interest thereon and any applicable Call Premium and pro rata to such installments; and (B) second, to the Revolving Loans, and first to the Revolving Loans which constitute Swingline Advances (until such advances are paid in full) and then to the remaining Revolving Loans. Prepayments applied to the Revolving Loans pursuant to this clause (B) shall have the effect of permanently reduce reducing the Revolving Commitments by the amount of such the prepayment. Each Notwithstanding the foregoing, in the event that the Borrower reasonably expects the proceeds of a disposition of assets which are required to be used to make prepayments under Subsection 5.4(a)(ii) to be reinvested within one hundred eighty (180) days in productive assets of a kind then used or usable in the business of the Borrower or its Subsidiary, then, instead of the applications described above, the Borrower shall utilize the Net Proceeds therefrom to make a prepayment on the Revolving Loans in an amount equal to the sum of the amount needed for such reinvestment within such time period (with any excess being applied as described above) and such prepayment shall not have the effect of reducing the Revolving Commitments. Each prepayment under Subsection 5.4(a)(ii) shall be applied accompanied with accrued interest on the amount prepaid to the Notes date of prepayment, any amount due under Section 6.5 as a result of such prepayment and Commitments of a certificate from the Purchasers in accordance with their respective pro rata share in respect of Borrower detailing the Notes and Commitments, respectivelyapplication thereof to the Loans as required by this clause (iii).

Application of Mandatory Prepayments. The Issuer All amounts required to be paid pursuant to this Section 2.06(b) shall provide be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i), first, ratably to the Agent L/C Borrowings and each Purchaser the Swing Line Loans, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the Bankers’ Acceptance Obligations and the remaining L/C Obligations; and (B) with written notice of any payment respect to all amounts prepaid pursuant to Sections 2.06(b)(ii), (iii) and (iv), first ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made under this Section 2.07(b) at least two (2) Business Days prior in direct order of maturity and, thereafter, on a pro rata basis to the date such payment is required remaining principal amortization payments of the applicable Term Loan), second, ratably to be under this Section 2.07(bthe L/C Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and fourth, to Cash Collateralize the Bankers’ Acceptance Obligations and the remaining L/C Obligations (without a commitment reduction thereunder). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice Within the parameters of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured NotesBase Rate Loans, pursuant Alternative Currency Daily Rate Loans and Canadian Prime Rate Loans and then to the NPAEurocurrency Rate Loans, Alternative Currency Term Rate Loans, Bankers’ Acceptances and B/A Equivalent Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b2.06(b) not constituting Declined Proceeds shall be applied firstsubject to Section 3.05, but otherwise without premium or penalty except as set forth in Section 2.06(a)(iii) (solely to prepay the outstanding extent such prepayment constitutes a Repricing Event), and shall be accompanied by interest on the principal amount prepaid through the date of the Notes, the accrued but unpaid interest thereon prepayment and any applicable Call Premium and second, additional amounts required pursuant to permanently reduce Section 2.06(a)(iii) (solely to the Commitments by the amount of such prepayment. Each extent such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyconstitutes a Repricing Event).

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b(a) at least two (2) Business Days prior Prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice occurrence of a Special Event of Default upon receipt by any Facility Provider of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share Net Cash Proceeds of any mandatory prepayment of Notes required to be made by the Credit Agreement or the 2010 Indenture from Dispositions of assets, the Senior Secured Parties agree that the proceeds thereof shall be applied as follows: first, to the amounts owing to the Collateral Agent in its capacity as such by each of (A) the Company, the Subsidiary Guarantors or the Senior Secured Parties pursuant to Section 2.7(b)(ithis Agreement or the Security Documents, including, without limitation, payment of expenses and protective advances incurred by the Collateral Agent with respect to maintenance and protection of the Collateral, and (B) the Senior Secured Parties and the Authorized Representatives as result of any indemnity given for the benefit of Collateral Agent pursuant to this Agreement, the Bank Loan Documents, the 2010 Indenture Documents or any separate indemnity required by Collateral Agent; second, 100% of the first $25,000,000 of aggregate Net Cash Proceeds (in excess of the amounts paid pursuant to clause first above) from all such Dispositions made by any Loan Party after the Closing Date, to the Bank Agent for the benefit of the Bank Lenders in accordance with the terms of the Credit Agreement, and third, 100% of any Net Cash Proceeds in excess of the (x) amounts paid pursuant to clause first above and (y) $25,000,000 of such Net Cash Proceeds set forth in clause second above, to (i) the Bank Agent for the benefit of the Bank Lenders for application among the Bank Lenders in accordance with the terms of the Credit Agreement and (ii) the Trustee for the benefit of the Noteholders for application among the Noteholders in accordance with the terms of the 2010 Indenture, in a ratable amount based on (such declined amountsA) with respect to the Bank Loans, the “Declined Proceeds”Loan Allocation Amount as of the date such prepayment is made and (B) by providing written notice (each, a “Rejection Notice”) with respect to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx 2010 Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding unpaid principal amount of the 2010 Senior Secured Notes, as of the accrued but unpaid interest thereon and any applicable Call Premium and seconddate such prepayment is made, to permanently the extent each of them constitute Senior Secured Obligations, provided, however, if any of the Noteholders elect not to require a purchase of the 2010 Senior Secured Notes in accordance with the terms and provisions of the 2010 Indenture Documents, the portion of the Net Cash Proceeds that would have been applied to reduce the Commitments 2010 Senior Secured Notes held by the amount of such prepayment. Each such prepayment declining Noteholders shall instead be applied to the Notes and Commitments Bank Agent for the benefit of the Purchasers Bank Lenders in accordance with their respective pro rata share in respect the terms of the Credit Agreement. Notwithstanding the foregoing, or any other provision in any Security Document, Bank Loan Document or 2010 Indenture Document to the contrary, Senior Secured Obligations (A) arising under Secured Cash Management Agreements, Secured Hedge Agreements and Fee Letters, and (B) that arise from indemnity provisions, yield protection provisions and other provisions not constituting Bank Loans or Credit Extensions, or 2010 Senior Secured Notes (collectively amounts described in this clause (B), the “Other Obligations”), shall be excluded by the Collateral Agent from the ratable calculation of Senior Secured Obligations for the application in clauses second and Commitmentsthird described above. (b) After the occurrence of a Special Event of Default, respectivelyany such Net Cash Proceeds or other proceeds shall be held by the Collateral Agent and applied in accordance with the terms of Section 5.9 of this Agreement.

Application of Mandatory Prepayments. The Issuer (a) Unless the Borrower makes an election under paragraph (c) below, the Borrower shall provide prepay Loans at the Agent and each Purchaser with written notice following times: (i) in the case of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior prepayment relating to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will amounts of Insurance Proceeds or Expropriation Proceeds or Aireon Proceeds, promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice upon receipt of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and those proceeds; (ii) (such declined amounts, in the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) case of any prepayment relating to the amounts of Excess Launch Insurance Proceeds, promptly upon receipt by the COFACE Agent and of an Acceptable Launch Insurance Proposal (including the Issuer, no later than 2:00 p.m. one relevant certification from the Technical Adviser) pursuant to paragraph 8.3(a) above; (1iii) Business Day prior in the case of any prepayment relating to the amounts of Relevant Launch Insurance Proceeds, on the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, falling 12 months after receipt by any such failure will be deemed an acceptance member of the total NEXT Group of those Launch Insurance Proceeds; (iv) in the case of any prepayment relating to an amount of such mandatory prepayment Capital Raising Proceeds: (A) within 10 days of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, delivery pursuant to the NPA. Subject to Section 2.12 Clause 21.2 (Provision and contents of Compliance Certificate) of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share Compliance Certificate in respect of the Notes Calculation Period in which such amounts are received; and (B) in respect of any amounts not applied in accordance with the certificate provided pursuant to Clause 8.6 (Excluded proceeds) below, on the date falling 12 months after receipt by an Obligor of such amounts. (b) A prepayment under Clause 8.2 (Insurance, Capital Raising and Commitments, respectivelyExpropriation Proceeds) or 8.3 (Launch Insurance Proceeds) shall be applied pro rata in prepayment of each Tranche and the amount of the Repayment Instalment for each Repayment Date falling after the date of prepayment will reduce in the manner contemplated by Clause 6.3 (Effect of cancellation and prepayment on scheduled repayments and reductions).

Application of Mandatory Prepayments. The Issuer shall provide A. Amounts paid under the Agent preceding subsections (b)(i) and each Purchaser with written notice of (b)(iv) and any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is amounts required to be paid under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes the preceding subsections (b)(ii) and (b)(iii) which are to be prepaid allocated to the Revolving Loans and Letter of Credit Liabilities pursuant to the following clause (B) and (C) shall be applied to pay all amounts of principal outstanding on the Revolving Loans and any Reimbursement Obligations pro rata in accordance with Section 3.2. and if any Letters of Credit are outstanding at such prepayment notice time, the remainder, if any, shall be deposited into the Letter of Credit Collateral Account for application to any Reimbursement Obligations. B. Amounts paid under the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all preceding subsections (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(ib)(ii) and (iiiii) (such declined amounts, other than under (b)(ii) if the “Declined Proceeds”Net Asset Sale Proceeds result from the sale of an Unencumbered Property (or the Equity Interests of a direct or indirect owner of an Unencumbered Property)) by providing written notice shall be applied as follows: (each, a “Rejection Notice”I) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to if Availability as of the date of such prepayment. If prepayment is greater than or equal to $250,000,000, first, to prepay the Revolving Loans and Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a Purchaser fails permanent reduction in the Revolving Commitments) until the Availability equals $400,000,000, then, on a pro rata basis to deliver prepay the Term Loan and prepay the Existing Term Loan (to an amount not less than the Existing Term Loan Floor) or (II) if Availability as of the date of such prepayment is less than $250,000,000, first, on a Rejection Notice pro rata basis to prepay the Term Loan, prepay the Revolving Loans and Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) and prepay the Existing Term Loan (to an amount not less than the Existing Term Loan Floor) until the Availability is equal to or greater than $250,000,000, second, to prepay the Revolving Loans and Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until the Availability equals $400,000,000, and third, on a pro rata basis to prepay the Term Loan and the Existing Term Loan (to an amount not less than the Existing Term Loan Floor). C. Amounts paid under the preceding subsection (b)(ii) if the Net Asset Sale Proceeds result from the sale of an Unencumbered Property (or the Equity Interests of a direct or indirect owner of an Unencumbered Property) shall be applied (x) with respect to Net Asset Sale Proceeds which are not UP Retained Proceeds, first, on a pro rata basis to prepay the Term Loan and prepay the Existing Term Loan until each is paid in full (or, in the case of the Existing Term Loan, paid to the Agent within Existing Term Loan Floor) and then to prepay the time frame specified aboveRevolving Loans and the Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) and (y) with respect to Net Asset Sale Proceeds which are UP Retained Proceeds, any such failure will be deemed an acceptance (I) if Availability as of the total amount date of such mandatory prepayment is greater than or equal to $225,000,000, (1) the first $100,000,000 of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined such UP Retained Proceeds shall be applied first, to prepay the Revolving Loans and Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until the Availability equals $400,000,000, then, shall be retained as unrestricted cash on the balance sheet of the Borrower, (2) the next $100,000,000 of such UP Retained Proceeds shall be applied equally (i.e. divided evenly among the following clauses (a) and (b)) to prepay (a) the Term Loan and the Existing Term Loan on a pro rata basis and (b) the Revolving Loans and Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until the Availability equals $400,000,000, then, shall be retained as unrestricted cash on the balance sheet of the Borrower and (3) the remaining UP Retained Proceeds shall be applied on a pro rata basis to prepay the Term Loan and prepay the Existing Term Loan until each is paid in full (or, in the case of the Existing Term Loan, paid to the Existing Term Loan Floor) and then to prepay the Revolving Loans and the Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) or (II) if Availability as of the date of such prepayment is less than $225,000,000, the UP Retained Proceeds shall be applied first to the Revolving Loans and Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until the Availability equals $225,000,000, then, the remainder of such UP Retained Proceeds shall be applied as set forth in clause (I)(1) – (3) above. Notwithstanding the foregoing, the parties hereto agree that if the Borrower or its Subsidiaries sell the Property known as Hilton Garden Inn New York - Times Square Central the proceeds of such sale shall not be required to be prepaid pursuant to the foregoing, if, within 10 Business Days following such sale, the proceeds of such sale are applied to the Revolving Loans and Swingline Loans and to Cash Collateralize the Letter of Credit Liabilities (without a permanent reduction in the Revolving Commitments) until the Availability equals $400,000,000, then, are retained as unrestricted cash on the balance sheet of the Borrower. D. The pro rata amount allocable to any of the Obligations and the Existing Term Loan in accordance with clauses (B) and (C) above shall be calculated by dividing (1)(I) with respect to the Term Loan, the outstanding principal amount of the NotesTerm Loan on such date, (II) with respect to the accrued but unpaid interest thereon Revolving Loans, Swingline Loans and any applicable Call Premium and secondLetters of Credit, to permanently reduce the Commitments by the amount of the Revolving Loans, Swingline Loans and Letter of Credit Liabilities on such prepayment. Each date or (III) in the case of the Existing Term Loan, the outstanding principal amount of the Existing Term Loan on such prepayment shall be applied date, by (2) the aggregate amount of the (x) Term Loan, (y) the Revolving Loans, Swingline Loans and Letter of Credit Liabilities and/or (z) the Existing Term Loan, in each case, to the Notes and Commitments of the Purchasers extent entitled to participate in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelysuch payments.

Application of Mandatory Prepayments. The Issuer All amounts required to ------------------------------------ be paid pursuant to this Section 2.3(b) shall provide be applied, subject to -------------- Section 4.8(c), as -------------- (A) with respect to all amounts prepaid pursuant to Section 2.3(b)(i), to Revolving Loans and (after all Revolving ----------------- Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (B) with respect to all amounts prepaid pursuant to Section 2.3(b)(ii) in connection with an ------------------ Asset Loss, (1) first to the Agent and each Purchaser with written notice of any payment Term Loans, to be made under this Section 2.07(b) at least two applied to the remaining principal installments thereof in the inverse order of maturity and (2) Business Days prior second to the date such payment is required Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid pursuant to Section 2.3(b)(iii), (1) first to the ------------------ Term Loans, to be under this applied to the remaining principal installments thereof in the inverse order of maturity, and (2) second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to Section 2.07(b2.3(b)(iv). The Administrative Agent will promptly notify each Purchaser holding Notes , unless the Borrower shall otherwise elect ----------------- a different application in its discretion (1) first to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) second to the Term Loans, to be prepaid applied pro rata to the remaining principal installments thereof. So long as no Event of Default shall have occurred and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to the Borrower upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with such prepayment notice the Security Agreement. Upon each application of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made funds pursuant to this Section 2.7(b)(i2.3(b)(v) (other than pursuant to clause ---------------- 2.3(b)(v)(A)) to the Term Loans, Revolving Loans or to a cash collateral account in respect of Letter of Credit Obligations, (i) the Maximum Credit Line shall be reduced by the amount so applied and (ii) (such declined amounts, the “Declined Proceeds”) each Lender's Commitment shall be reduced by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance its Pro Rata Share of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyso applied.

Application of Mandatory Prepayments. The Issuer (a) Prepayments under Section 3.03 (other than Section 3.03(a) or (b)) shall provide be applied without penalty or premium (other than Breakage Costs, if any, and if so provided in Section 3.03), in the Agent and each Purchaser with written notice of any payment to be following manner: (i) first, if made under this Section 2.07(b(x) at least two (2) Business Days prior to the date such payment is required Acquisition Term Commitment Termination Date, pro rata to be under this Section 2.07(b). The Administrative Agent will promptly notify the outstanding principal amount of each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents Term A Loans and the Term B Loans to reduce the remaining Scheduled Term A Loan Principal Payments and the remaining Scheduled Term B Loan Principal Payments, in each case in inverse order of such prepayment notice and of such Purchaser’s maturity, or (y) on or after the Acquisition Term Loan Commitment Termination Date, pro rata share to the outstanding principal amount of each of the estimated prepayment. Each Purchaser may reject all (but not less than all) Term A Loans, the Term B Loans and the Acquisition Term Loans to reduce the remaining Scheduled Term A Loan Principal Payments, the remaining Scheduled Term B Loan Principal Payments and the remaining Scheduled Acquisition Term Loan Principal Payments, in each case in inverse order of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and maturity, (ii) second, if made (such declined amounts, the “Declined Proceeds”x) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied firstAcquisition Term Loan Commitment Termination Date, to prepay the outstanding principal amount of the NotesAcquisition Term Loans, the accrued but unpaid interest thereon and (provided that any applicable Call Premium and second, to amount so prepaid shall permanently reduce the Commitments Acquisition Term Loan Commitments) or (y) on or after the Acquisition Term Loan Commitment Termination Date, to repay Revolving Loans, and (iii) third, to repay Revolving Loans; PROVIDED, HOWEVER, that prepayments required by Sections 3.03(a) shall be applied solely to repay Revolving Loans or Acquisition Term Loans, as applicable, and prepayments required by Section 3.03(b) shall be applied solely to repay Revolving Loans. (b) With respect to each prepayment of Loans required by Section 3.03 (other than Sections 3.03(a) and (b)), the Borrower shall give the Administrative Agent one Business Day's notice and may designate the Types of Loans and the specific Borrowing or Borrowings which are to be prepaid; PROVIDED, HOWEVER, that (i) if any prepayment of Reserve Adjusted Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than the Minimum Borrowing Amount, such Borrowing shall immediately be converted into Base Rate Loans; and (ii) each prepayment of such prepayment. Each such prepayment any Loans made pursuant to a single Borrowing shall be applied to the Notes prepayment of such Loans on a pro rata basis. In the absence of a designation by the Borrower, the Administrative Agent shall, subject to the above, make such designation in its sole discretion. All prepayments shall include payment of accrued interest on the principal amount so prepaid, shall be applied to the payment of interest before application to principal and Commitments shall include amounts payable, if any, and if provided for in Section 3.03(m), under Section 1.10(f). (c) Notwithstanding Sections 3.04(a) and (b), (i) in the absence of a specific designation from the Borrower, all prepayments to be applied pursuant to Section 3.04(a) shall be applied first to the prepayment in full of that portion of any Loan constituting Base Rate Loans before application of any of such prepayments to the prepayment of Reserve Adjusted Eurodollar Loans; (ii) if (A) Breakage Costs would otherwise be imposed by applying such prepayments to any portion of the Purchasers Term A Loan, the Term B Loan or the Acquisition Term Loan constituting Reserve Adjusted Eurodollar Rate Loans, and (B) Revolving Loans constituting Base Rate Loans in accordance with their respective pro rata share in respect an amount not less than the required prepayment are then outstanding, such prepayments shall be applied instead to the prepayment of Revolving Loans constituting Base Rate Loans, and the prepayment of Reserve Adjusted Eurodollar Rate Loans otherwise required under Section 3.04(a) shall be deferred until the last day of the Notes applicable Interest Period with respect to each of such Reserve Adjusted Eurodollar Loans; and Commitments(iii) the Administrative Agent may, respectivelyin its discretion, establish reserves against the amount of Revolving Loans which the Borrower is otherwise entitled to borrow hereunder in an amount equal to the amount of any such deferred prepayment and in the event that the Borrower does not otherwise make such prepayment on the last day of such Interest Period as provided herein, may cause Revolving Loans to be made on the Borrower's behalf and apply the proceeds thereof to such prepayment.

Application of Mandatory Prepayments. The Issuer All amounts required to be paid pursuant to this Section 2.05(b) shall provide be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.05(b)(i), first to Swing Line Loans and then to Revolving Loans and (after all Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations; (B) subject to Section 2.05(b)(vii)(D), with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii), (iii) or (iv), to Term Loans, Revolving Loans or Swing Line Loans (at the Agent option and each Purchaser written direction of the Borrower delivered concurrently with written notice such prepayment) and (after all Term Loans, Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations; provided, that to the extent no direction is given by Borrower with respect to the application of any payment such prepayments, such prepayments shall be applied first, to the Swing Line Loans, second, to the Revolving Loans and, third, to the Term Loans; (C) with respect to all amounts prepaid pursuant to Sections 2.05(b)(v) or (vi), to Term Loans to be made under this applied ratably; and (D) if the Borrower elects or is deemed to have elected to pay Term Loans in accordance with Section 2.07(b2.05(b)(vii)(B), or if Borrower is required to make a prepayment of the Term Loans in accordance with Section 2.05(b)(v) at least or (vi), each Tranche B Term Lender shall have the right to reject (a “Declining Tranche B Lender”) all or any part of the prepayment (the “Declined Amount”) within two (2) Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment following a notice of the contents of such prepayment (or if no notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amountsis provided, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice ) by notice to the Administrative Agent and to the extent disbursed to the Declining Tranche B Lender, return of the Declined Amounts to the Administrative Agent. The Administrative Agent shall within five (5) Business Days of receipt of the time frame specified Declined Amounts notify the Borrower and pay the Declined Amounts first, to the Closing Date Term Loans, second to Swing Line Loans, third to Revolving Loans, and fourth, after all Closing Date Term Loans, Swing Line Loans and Revolving Loans have been repaid, to the Borrower. Within the parameters of the applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Base Rate Loans and then to the NPAEurodollar Rate Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b2.05(b) not constituting Declined Proceeds shall be applied first, to prepay ratably (other than as expressly set forth in Section 2.05(b)(vii)) without premium or penalty except as set forth in Section 3.05 and shall be accompanied by interest on the outstanding principal amount prepaid through the date of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment All amounts required to be made under paid pursuant to this Section 2.07(b2.8(b) at least two shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.8(b)(i), (1) first to the outstanding Swingline Loans (without any reduction in the Revolving Commitments), (2) Business Days prior second to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid outstanding Revolving Loans (without any reduction in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(iRevolving Commitments) and (ii3) third to a cash collateral account in respect of outstanding LOC Obligations, (such declined amountsB) with respect to all amounts prepaid pursuant to Sections 2.8(b)(ii) through (iv), the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior first to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice Term Loan (ratably to the Agent within remaining amortization payments thereof), (2) second to the time frame specified outstanding Swingline Loans (without a corresponding reduction in the Revolving Commitments), (3) third to the outstanding Revolving Loans (without a corresponding reduction in the Revolving Commitments) and (4) fourth to a cash collateral account in respect of outstanding LOC Obligations. Within the parameters of the applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Alternate Base Rate Loans and then to the NPALIBOR Rate Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b2.8(b) not constituting Declined Proceeds shall be applied first, subject to prepay Section 2.17 and be accompanied by interest on the outstanding principal amount prepaid through the date of prepayment. Notwithstanding the foregoing provisions of this Section 2.8, if at any time any prepayment of the NotesLoans pursuant to Section 2.8 would result in LIBOR Rate Loans being prepaid other than on the last day of an Interest Period with respect thereto, then the accrued but unpaid interest thereon Borrower, so long as no Event of Default shall have occurred and any applicable Call Premium and secondbe continuing, to permanently reduce the Commitments by may deposit the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share that otherwise would have been paid in respect of such LIBOR Rate Loans with the Notes and CommitmentsAdministrative Agent to be held as security for the obligation of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, respectivelywith such cash collateral to be directly applied upon the first occurrence thereafter of the last day of any Interest Period with respect to such LIBOR Rate Loans.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be Mandatory prepayments made pursuant to Section 2.7(b)(iSubsections 7.4(a)(ii), (iv) and (iivi) shall be applied as follows: (A) first to installments due under the Term A Loans and Term B Loans, ratably, in inverse order of maturity until such declined amounts, the “Declined Proceeds”Loans are paid in full; (B) by providing written notice (each, a “Rejection Notice”) second to the Agent Deferred Interest Notes, ratably, until such Notes are paid in full; and (C) third to the IssuerRevolving Loans, no with such amounts being applied first to repay outstanding Loans subject to a Prime Rate Account and then to repay outstanding Loans subject to a Libor Account, with those Loans subject to a Libor Account which have earlier expiring Interest Periods being repaid prior to those which have later than 2:00 p.m. one expiring Interest Periods. Seventy-five percent (175%) Business Day prior of the mandatory prepayments made pursuant to Subsection 7.4(a)(iii) shall be applied as provided above in this clause (v) and twenty-five percent (25%) thereof shall be applied to reduce the Revolving Loans in the same fashion as provided in Subsection 7.4(a)(vii). Each prepayment under Subsections 7.4(a)(ii), (iii), (iv) and (vi) shall be accompanied with accrued interest on the amount prepaid to the date of prepayment, any amount due under Section 8.5 as a result of such prepayment. If prepayment and a Purchaser fails to deliver a Rejection Notice certificate from Borrower detailing the application thereof to the Agent within the time frame specified above, any such failure will be deemed an acceptance Loans as required by this clause (v). (f) Section 7.4(b) of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained Credit Agreement is hereby amended by deleting the Issuer unless required to be applied to pay first two sentences thereof and replacing them in their entirety with the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively.following:

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is All amounts required to be under paid pursuant to this Section 2.07(b2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.05(b)(i). The Administrative Agent will promptly notify each Purchaser holding Notes , first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the remaining L/C Obligations; and (B) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii), (iii) and (iv), first ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans, third, to Cash Collateralize the remaining L/C Obligations, and fourth, to the Term Loan to the remaining principal amortization payments in inverse order of maturity (provided that (1) prepayments required under Section 2.05(b)(ii) shall only be applied to the Term Loan pursuant to this clause fourth to the extent that the Net Cash Proceeds otherwise required to be prepaid are not invested in accordance with such prepayment notice property (other than current assets as classified by GAAP) that is useful in the business of the contents Borrower and its Subsidiaries within 545 days of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within applicable Disposition or Recovery Event (it being understood that the time frame specified above, portion of any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, Term Loan pursuant to this clause fourth shall be due immediately upon the NPAexpiration of such 545 day period) and (2) prepayments required under Section 2.05(b)(iv) shall only be applied to the Term Loan pursuant to this clause fourth if, at the time such prepayments would otherwise be due and payable, an Event of Default exists). Subject to Section 2.12 Within the parameters of the Intercreditor Agreementapplications set forth above, all prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.07(b2.05(b) not constituting Declined Proceeds shall be applied firstsubject to Section 3.05, to prepay but otherwise without premium or penalty, and shall be accompanied by interest on the outstanding principal amount prepaid through the date of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment All amounts required ------------------------------------ to be made under paid pursuant to this Section 2.07(b2.3(b) at least two shall be applied as follows: (A) -------------- with respect to all amounts prepaid pursuant to Section 2.3(b)(i), to ----------------- Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (B) with respect to all amounts prepaid pursuant to Section 2.3(b)(ii) in connection ------------------ with an Asset Loss, (1) first to the Term Loans, to be applied to the remaining principal installments thereof in the inverse order of maturity and (2) Business Days prior second to the date such payment is required Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations, (C) with respect to all amounts prepaid pursuant to Section ------- 2.3(b)(iii), (1) first to the Term Loans, to be under this applied to the remaining ----------- principal installments thereof in the inverse order of maturity, and (2) second to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (D) with respect to all amounts prepaid pursuant to Section 2.07(b------- 2.3(b)(iv). The Administrative Agent will promptly notify each Purchaser holding Notes , unless the Borrower shall otherwise elect a different ---------- application in its discretion (1) first to the Revolving Loans and (after all Revolving Loans have been repaid) to a cash collateral account in respect of Letter of Credit Obligations and (2) second to the Term Loans, to be prepaid applied pro rata to the remaining principal installments thereof. So long as no Event of Default shall have occurred and be continuing, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be remitted promptly to the Borrower upon satisfaction of such Letter of Credit Obligations. Upon and during the continuance of an Event of Default, amounts on deposit in any cash collateral account in respect of Letter of Credit Obligations shall be applied in accordance with such prepayment notice the Security Agreement. Upon each application of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made funds pursuant to this Section 2.7(b)(i2.3(b)(v) (other than pursuant to clause 2.3(b)(v)(A)) to the Term ----------------- Loans, Revolving Loans or to a cash collateral account in respect of Letter of Credit Obligations, (i) the Maximum Credit Line shall be reduced by the amount so applied and (ii) (such declined amounts, the “Declined Proceeds”) each Lender's Commitment shall be reduced by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance its Pro Rata Share of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyso applied.

Application of Mandatory Prepayments. The Issuer (a) Subject to paragraph (b) below a prepayment made under Clause 10.2 (Net Proceeds from certain Disposals and Capital Markets and Debt Issues) shall provide be applied in the Agent and each Purchaser with written notice following order: (i) first, in prepayment of any payment Facility C Loans (to be made under this Section 2.07(b) at least two (2) Business Days prior to applied against Tranche C1 Loans and Tranche C2 Loans, in such order as the date such payment is required to be under this Section 2.07(bCompany may elect). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and ; (ii) secondly, in prepayment of Facility B Loans (to be applied against Tranche B1 Loans and Tranche B2 Loans in such declined amountsorder as the Company may elect); (iii) thirdly, in prepayment of Facility D Loans (to be applied against Tranche D1 Loans and Tranche D2 Loans in such order as the “Declined Proceeds”Company may elect); (iv) by providing written notice fourthly, in prepayment of Facility E Loans; and (each, a “Rejection Notice”v) to then in prepayment of Facility A Loans. (b) Notwithstanding the Agent and the Issuer, no later than 2:00 p.m. one order of prepayment set out in paragraph (1a) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any Net Proceeds referred to in: (i) paragraph (a) of Clause 10.2 (Net Proceeds from certain Disposals and Capital Markets and Debt Issues) shall be applied first in prepayment of Facility B Loans and cancellation of corresponding Facility B Commitments (to be applied against Tranche B1 Loans (and Tranche B1 Commitments) and Tranche B2 Loans (and Tranche B2 Commitments) in such failure will be deemed order as the Company may elect) and thereafter an acceptance amount equal to 50 per cent of the total amount, if any, by which such Net Proceeds exceed the amount of all Facility B Loans shall be applied in the order of application set out in paragraph (a) above (and, for the avoidance of doubt, the remaining 50 per cent. of any such mandatory prepayment of Notes. Any Declined Proceeds excess may be retained by the Issuer unless required Company or, at the Company's option, applied in prepayment of Loans in accordance with Clause 9.4 (Voluntary Prepayment of Term Loans) or Clause 9.5 (Voluntary Prepayment of Revolving Facility Loans)); (ii) paragraph (c) of Clause 10.2 (Net Proceeds from certain Disposals and Capital Markets and Debt Issues) shall be applied first in prepayment of Facility A Loans and cancellation of equal amounts of Facility A Commitments (pro rata between the Commitments of the Lenders under Facility A), and shall be applied in the order of application set out in paragraph (a) above only after full repayment of all Facility A Loans; and (iii) paragraph (e) of Clause 10.2 (Net Proceeds from certain Disposals and Capital Markets and Debt Issues) shall be applied first in prepayment of Facility D Loans (to be applied to pay against Tranche D1 Loans and Tranche D2 Loans in such order as the Lockheed Xxxxxx Senior Secured NotesCompany may elect). (c) Unless the Company makes an election under paragraph (d) below, pursuant to the NPA. Subject to Section 2.12 Borrowers shall apply any amounts under Clause 10.2 (Net Proceeds from certain Disposals and Capital Markets and Debt Issues) in prepayment of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay relevant Loans on the outstanding principal amount last day of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, Interest Period relating to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyLoans.

Application of Mandatory Prepayments. The Issuer All amounts required to be paid pursuant to this Section 2.06(b) shall provide be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.06(b)(i), first, ratably to the Agent L/C Borrowings and each Purchaser the Swing Line Loans, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the Bankers’ Acceptance Obligations and the remaining L/C Obligations; and (B) with written notice of any payment respect to all amounts prepaid pursuant to Sections 2.06(b)(ii), (iii) and (iv), first ratably to the Term Loans (initially, to the first eight principal amortization payments scheduled to be made under this Section 2.07(b) at least two (2) Business Days prior in direct order of maturity and, thereafter, on a pro rata basis to the date such payment is required remaining principal amortization payments of the applicable Term Loan), second, ratably to be under this Section 2.07(bthe L/C Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and fourth, to Cash Collateralize the Bankers’ Acceptance Obligations and the remaining L/C Obligations (without a commitment reduction thereunder). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice Within the parameters of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured NotesBase Rate Loans, pursuant Alternative Currency Daily Rate Loans and Canadian Prime Rate Loans and then to the NPATerm SOFR Loans, Alternative Currency Term Rate Loans, Bankers’ Acceptances and B/A Equivalent Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b2.06(b) not constituting Declined Proceeds shall be applied firstsubject to Section 3.05, but otherwise without premium or penalty except as set forth in Section 2.06(a)(iii) (solely to prepay the outstanding extent such prepayment constitutes a Repricing Event), and shall be accompanied by interest on the principal amount prepaid through the date of the Notes, the accrued but unpaid interest thereon prepayment and any applicable Call Premium and second, additional amounts required pursuant to permanently reduce Section 2.06(a)(iii) (solely to the Commitments by the amount of such prepayment. Each extent such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyconstitutes a Repricing Event).

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is All amounts required to be under paid pursuant to this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes 2.05(b) shall be applied as follows: (A) with respect to be all amounts prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i2.05(b)(i), to Revolving Loans and Swing Line Loans and (after all Revolving Loans and all Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations; (B) with respect to all amounts prepaid pursuant to Section 2.05(b)(ii), pro rata to the Term Loan (ratably to the remaining principal amortization payments thereof) and the Revolving Loans and Swing Line Loans; and (C) with respect to all amounts prepaid pursuant to Sections 2.05(b)(iii), (iv) and (ii) v), first to the Term Loan (such declined amountsratably to the remaining principal amortization payments thereof), then (after the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”Term Loans have been paid in full) to the Agent Revolving Loans and Swing Line Loans; provided that, notwithstanding the Issuerforegoing, no later than 2:00 p.m. (x) one or more holders of the Term Loan may decline to accept a mandatory prepayment under Sections 2.05(b)(ii), (1iii), (iv) Business Day prior or (v), in which case such declined prepayment(s) shall be allocated to the date Revolving Loans and Swing Line Loans and (y) the Borrower shall not be required to prepay the Revolving Loans and Swing Line Loans to an amount less than the lesser of such prepayment$50 million or the amount of the Revolving Loans and Swing Line Loans that is subject to one or more interest rate protections agreements. If a Purchaser fails to deliver a Rejection Notice to Within the Agent within parameters of the time frame specified applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Base Rate Loans and then to the NPAEurodollar Rate Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b2.05(b) not constituting Declined Proceeds shall be applied firstsubject to Section 3.05, to prepay but otherwise without premium or penalty, and shall be accompanied by interest on the outstanding principal amount prepaid through the date of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively.

Application of Mandatory Prepayments. The Issuer (A) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.06(b) shall provide be applied, to repay the outstanding principal balance of the Term Loans. Subject to Section 2.16, such prepayments shall be paid to the Administrative Agent for the account of the applicable Lenders in accordance with their respective Applicable Percentage in respect of the relevant Facilities. (B) [Reserved]. (C) Notwithstanding any other provisions of this Section 2.06(b) and each Purchaser with written notice for the avoidance of doubt, nothing in this Agreement requires, or is intended to require, any actual repatriation of any payment Excess Cash Flow or Net Cash Proceeds from any Foreign Subsidiary. To the extent that repatriation of any portion of Excess Cash Flow or Net Cash Proceeds attributable to a Foreign Subsidiary pursuant to this Section 2.06(b) would have adverse tax cost consequences to Borrower or any of its Affiliates, such portion shall not be required to be made under this Section 2.07(b) at least two (2) Business Days prior paid; provided that to the date such extent that the repatriation of the relevant Net Cash Proceeds or Excess Cash Flow from the relevant Foreign Subsidiary would no longer have an adverse tax consequence within the 365-day period following the event giving rise to the relevant Net Cash Proceeds or the end of the applicable fiscal year with respect to which any payment is required under Section 2.06(b)(i) above, as the case may be, an amount equal to the Net Cash Proceeds or Excess Cash Flow, as applicable and to the extent available, not previously applied pursuant to this clause (C), shall be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes applied to be prepaid in accordance with such prepayment notice the repayment of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made Term Loans pursuant to Section 2.7(b)(i2.06(b) or as otherwise required above. (D) Notwithstanding anything to the contrary, any prepayment required by this Section 2.06 shall be deemed reduced by an equivalent amount, to the extent that (i) a corresponding prepayment is required by the First Lien Credit Agreement as in effect on the date hereof to be applied to the First Lien Indebtedness constituting “First Lien Priority Obligations” (as defined in the Intercreditor Agreement) and (ii) (such prepayment has not been expressly waived or declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyFirst Lien Lenders.

Application of Mandatory Prepayments. The Issuer shall provide the Agent (A) Except as otherwise specifically set forth in clauses (vi), (vii) and each Purchaser with written notice of any payment to be made (xi) above, all prepayments under this Section 2.07(b2.04(c) at least two shall be applied as follows: (1) subject to clause (2) Business Days below, each prepayment under this Section 2.04(c) shall be applied first to the prepayment of ----- the Term A Loans and Term B Loans to the full extent thereof on a pro rata basis in direct order of maturity (and pro rata among the Term A Lenders and Term B Lenders, respectively, as applicable) and second, to prepay outstanding Revolving Loans and permanently ------ reduce the Revolving Commitments (it being understood that the Revolving Commitments shall be reduced by the full amount of any such required prepayment whether or not any Revolving Loans are then outstanding); and (2) notwithstanding the foregoing clause (1), so long as (and to the extent that) any Term A Loans are outstanding, the Borrower may offer the Term B Lenders the option to, and any Term B Lender may elect to, waive its ratable share of any prepayment under this Section 2.04(c). In the event that any Term B Lender elects by 2:00 p.m. (New York City time) on the day prior to the date of prepayment to waive such payment is right with respect to any such prepayment under this Section 2.04(c), 50% of that Term B Lender's ratable share of such prepayment shall be applied to the prepayment of Term A Loans ratably to the Term A Lenders in direct order of maturity, and the remaining 50% of such amount shall be retained by the Borrower. If no Term A Loans are outstanding, such option to offer and election to waive prepayments shall not be available. (B) Considering Term A Loans, Term B Loans and Revolving Loans being paid separately, any prepayment thereof shall be applied first to Base Rate Loans to the full extent thereof before application to Eurodollar Rate Loans, in each case in a manner that minimizes the amount of any payments required to be under this Section 2.07(bmade by the Borrower pursuant to 9.04(c). The Administrative Agent will promptly notify each Purchaser holding Notes . (C) Notwithstanding anything herein or in the Canadian Credit Agreement to be prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of contrary, the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share amount of any mandatory prepayment of Notes the Term B Loans under and as defined in the Canadian Credit Agreement that would be required to be made pursuant to Section 2.7(b)(i2.04(c)(i) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount Canadian Credit Agreement except for the provisions of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 2.04(c)(xiii)(A)(2) of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment Canadian Credit Agreement shall be applied to prepay the Notes and Commitments of Term B Loans hereunder to the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyextent such Term B Loans are outstanding.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment All amounts required to be made under paid pursuant to this Section 2.07(b2.05(b) at least shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.05(b)(i), first to Revolving Loans and (after all Revolving Loans have been repaid) to Cash Collateralize L/C Obligations; (B) with respect to all amounts prepaid pursuant to Sections 2.05(b)(vi), to Term Loans to be applied ratably; and (C) if the Borrower elects or is deemed to have elected to pay Term Loans in accordance with Section 2.05(b)(vii)(B), or if Borrower is required to make a prepayment of the Term Loans in accordance with Section 2.05(b)(vi), each Tranche B Term Lender shall have the right to reject (a “Declining Tranche B Lender”) all or any part of the prepayment (the “Declined Amount”) within two (2) Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment following a notice of the contents of such prepayment (or if no notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amountsis provided, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice ) by notice to the Administrative Agent and to the extent disbursed to the Declining Tranche B Lender, return of the Declined Amounts to the Administrative Agent. The Administrative Agent shall within five (5) Business Days of receipt of the time frame specified Declined Amounts notify the Borrower and pay the Declined Amounts first, to the Revolving Loans, and second, after all Revolving Loans have been repaid, to the Borrower. Within the parameters of the applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured NotesBase Rate Loans, pursuant then to the NPADaily Simple SOFR Loans, then to Term SOFR Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b2.05(b) not constituting Declined Proceeds shall be applied first, to prepay ratably (other than as expressly set forth in Section 2.05(b)(vii)) without premium or penalty except as set forth in Section 3.05 and shall be accompanied by interest on the outstanding principal amount prepaid through the date of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively.

Application of Mandatory Prepayments. The Issuer shall provide the Agent Subject to Sections 2.12(c) and each Purchaser with written notice of 2.12(d),(b) any payment to be made under this Section 2.07(b) at least two (2) Business Days prior by any Borrower to the date such payment Administrative Agent pursuant to Section 2.8 or any other prepayment of the Loan Document Obligations that is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid applied in accordance with such prepayment notice this clause (b): in the case of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(iSections 2.8(a), 2.8(b) and 2.8(c), shall be allocated ratably(i) as among the Term Loan Facilities in accordance with the aggregate principal amount thereof (iicalculated on a Dollar Equivalent basis) (or allocated in such declined amountsother manner as is referred to below) and, the “Declined Proceeds”) by providing written notice (eachwithin each Term Loan Facility, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to shall be applied to pay reduce, first, the Lockheed Xxxxxx Senior Secured Notesnext eight remaining scheduled amortization installments of the Term Loans under such Facility payable under Section 2.6 in forward order of maturity and, pursuant thereafter, to reduce ratably the remaining scheduled amortization installments of the Term Loans under such Facility payable under Section 2.6 until paid in full; provided that if any portion of such payment remains unapplied after the allocation and application as set forth above, such portion shall be applied, first, to repay the outstanding principal balance of the Swingline Loans until paid in full, second, to repay the outstanding principal balance of the Revolving Loans until paid in full, and third, to provide cash collateral for the L/C Obligations to the NPA. Subject to extent and in the manner provided in Section 2.12 9.3, in each case, without a corresponding permanent reduction in the Revolving Credit Commitments; and in the case of the Intercreditor AgreementSection 2.8(d), all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay repay the(ii) outstanding principal balance of the Swingline Loans until paid in full, second, to repay the outstanding principal amount balance of the NotesRevolving Loans until paid in full, and third, to provide cash collateral for the L/C Obligations to the extent and in the manner provided in Section 9.3, in each case, without a corresponding permanent reduction in the Revolving Credit Commitments. Notwithstanding anything to the contrary in clause (i) above, (A) any Net Cash Proceeds arising from any Sale of assets by, or any Property Loss Event with respect to the assets of, the accrued but unpaid interest thereon and any applicable Call Premium and secondU.K. Subsidiaries may, at the election of the U.S. Borrower as notified in writing to permanently reduce the Commitments Administrative Agent, be allocated solely to the Sterling Term Loan Facility, (B) the allocation as among the Term Loan Facilities set forth above may be adjusted by the amount of Borrowers in such prepayment. Each manner as the U.S. Borrower shall reasonably determine to give effect to Section 2.8(e), as such prepayment shall be applied determination is notified in writing to the Notes Administrative Agent and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively.80 [[5628733]]

Application of Mandatory Prepayments. The Issuer shall provide Subject to the Agent and each Purchaser provisions of clause (c) below with written notice respect to the application of payments during the continuance of an Event of Default, any payment to be made under this Section 2.07(b) at least two (2) Business Days prior by the Borrower to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than alli) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, 2.8 or any such failure will be deemed an acceptance other prepayment of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless Obligations required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, in accordance with this clause (b) other than in respect of any payment required pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b2.8(a) not constituting Declined Proceeds shall be applied first, to prepay repay the outstanding principal amount balance of the NotesTerm Loans and the Other Term Loans in direct order of maturity to the next four scheduled amortization payments and thereafter ratably to the remaining installments of the Term Loans and Other Term Loans, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce repay the outstanding principal balance of the Revolving Loans and the Swing Loans (which shall not effect a permanent reduction in the Revolving Credit Facility), third, to provide cash collateral to the extent and in the manner in Section 9.3, fourth, if all the Obligations have been paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted expense reimbursement obligations) and all Commitments by hereunder have been terminated and subject to the amount Intercreditor Agreement, to repay the outstanding principal balance under the Second Lien Credit Agreement in accordance with the terms of such prepayment. Each such prepayment the Second Lien Loan Documents and, then, with any excess to be distributed to the Borrower and (ii) pursuant to Section 2.8(a) shall be applied first, to repay the outstanding principal balance of the Term Loans and the Other Term Loans ratably to the Notes and Commitments remaining installments of the Purchasers Term Loans and Other Term Loans, second, to repay the outstanding principal balance of the Revolving Loans and the Swing Loans (which shall not effect a permanent reduction in the Revolving Credit Facility), third, to provide cash collateral to the extent and in the manner in Section 9.3, fourth, if all the Obligations have been paid in full in cash (other than unasserted contingent indemnification obligations and any unasserted expense reimbursement obligations) and all Commitments hereunder have been terminated and subject to the Intercreditor Agreement, to repay the outstanding principal balance under the Second Lien Credit Agreement in accordance with their respective pro rata share in respect the terms of the Notes and CommitmentsSecond Lien Loan Documents and, respectivelythen, with any excess to be distributed to the Borrower.

Application of Mandatory Prepayments. The Issuer (a) Unless the Borrower makes an election under paragraph (c) below, the Borrower shall provide prepay Loans at the Agent and each Purchaser with written notice following times: (i) in the case of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior prepayment relating to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will amounts of Insurance Proceeds or Expropriation Proceeds or Aireon Proceeds, promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice upon receipt of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and those proceeds; (ii) (such declined amounts, in the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) case of any prepayment relating to the amounts of Excess Launch Insurance Proceeds, promptly upon receipt by the COFACE Agent and of an Acceptable Launch Insurance Proposal (including the Issuer, no later than 2:00 p.m. one relevant certification from the Technical Adviser) pursuant to paragraph 8.3(a) above; (1iii) Business Day prior in the case of any prepayment relating to the amounts of Relevant Launch Insurance Proceeds, on the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, falling 12 months after receipt by any such failure will be deemed an acceptance member of the total NEXT Group of those Launch Insurance Proceeds; (iv) in the case of any prepayment relating to an amount of such mandatory prepayment Capital Raising Proceeds: (A) within 10 days of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, delivery pursuant to the NPA. Subject to Section 2.12 Clause 21.2 (Provision and contents of Compliance Certificate) of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share Compliance Certificate in respect of the Notes Calculation Period in which such amounts are received; and (B) in respect of any amounts not applied in accordance with the certificate provided pursuant to Clause 8.6 (Excluded proceeds) below, on the date falling 12 months after receipt by an Obligor of such amounts. (b) A prepayment under Clause 8.2 (Insurance, Capital Raising and CommitmentsExpropriation Proceeds) or 8.3 (Launch Insurance Proceeds) shall be applied pro rata in prepayment of each Tranche and the amount of the Repayment Instalment for each Repayment Date falling after the date of prepayment will reduce in the manner contemplated by Clause 6.3 (Effect of cancellation and prepayment on scheduled repayments and reductions). (c) Subject to paragraph (d) below, respectivelythe Borrower may elect that any prepayment under Clause 8.2 (Insurance, Capital Raising and Expropriation Proceeds) be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan. If the Borrower makes that election then a proportion of the Loan equal to the amount of the relevant prepayment will be due and payable on the last day of its Interest Period. (d) If the Borrower has made an election under paragraph (c) above but a Default has occurred and is continuing, that election shall no longer apply and a proportion of the Loan in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (unless the Majority Lenders otherwise agree in writing).

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment All amounts required to be made under paid pursuant to this Section 2.07(b2.8(b) at least two shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.8(b)(i), to the Revolving Loans and then (after all Revolving Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.8(b)(ii) through (vi), (1) first, pro rata to the Tranche A Term Loan and the Tranche B Term Loan (ratably to the remaining principal installments thereof); PROVIDED, HOWEVER, promptly upon notification thereof, one or more holders of the Tranche B Term Loan may decline to accept a mandatory prepayment under Section 2.8(b)(ii) through (vi) to the extent there are sufficient amounts under the Tranche A Term Loan outstanding to be paid with such prepayment, in which case, such declined payments shall be allocated pro rata among the Tranche A Term Loan and the Tranche B Term Loan held by Lenders accepting such prepayments, and (2) Business Days prior second, to the date such payment is required Revolving Loans and (after all Revolving Loans have been repaid) to be under this Section 2.07(b)a cash collateral account in respect of LOC Obligations. The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice Within the parameters of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Alternate Base Rate Loans and then to the NPALIBOR Rate Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b2.8(b) not constituting Declined Proceeds shall be applied first, subject to prepay Section 2.18 and be accompanied by interest on the outstanding principal amount prepaid through the date of the Notes, the accrued but unpaid interest thereon prepayment and any applicable Call Premium other amounts accrued and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyunpaid.

Application of Mandatory Prepayments. The Issuer (a) A prepayment and/or a cancellation made under Clause 11.2 (Report Provider, Disposal and Insurance Proceeds and Equity Cure Amounts) and Clause 11.4 (Lock- Up) shall provide be applied in the Agent following order: (i) first, pro rata in prepayment of Facility A Loans and any Incremental Facility Loan which is a term loan; (ii) second, pro rata in cancellation of Available Commitments under the Revolving Facility Loans and each Purchaser with written notice revolving facility loan under any applicable Incremental Facility (and the Available Commitments of the respective Lenders or lenders under each such Facility or facilities will be cancelled rateably); (iii) third, pro rata in prepayment of Revolving Facility Loans and revolving facility loans under any applicable Incremental Facility (and the Available Commitments of the respective Lenders or lenders under each such Facility or facilities will be cancelled rateably); and (iv) then, in: (A) repayment of the Ancillary Outstandings (and cancellation of corresponding Ancillary Commitments); and (B) cancellation of Ancillary Commitments, (on a pro rata basis) and cancellation, in each case, of the corresponding Revolving Facility Commitments. (b) A prepayment and/or a cancellation made under Clause 11.3 (Excess Cashflow) shall be applied pro rata: (i) in prepayment of Term Loans, and any Incremental Facility Loan which is a term loan; and (ii) any Hedging Termination Payments due and payable as a result of any payment prepayment pursuant to be made paragraph (i). (c) Unless the Company makes an election under this Section 2.07(bparagraph (d) below, it shall prepay Loans at least two the following times: (2i) Business Days in the case of any prepayment relating to the amounts of Report Provider Proceeds, Disposal Proceeds or Insurance Proceeds, promptly upon receipt of those proceeds by a member of the Group (but subject to Clause 11.6 (Lock- Up Account)); (ii) in the case of any prepayment relating to any Equity Cure Amount, on or prior to the date such payment Cure Date relating thereto; (iii) in the case of any prepayment relating to an amount of Excess Cashflow, within 10 Business Days after delivery of the relevant Compliance Certificate. (iv) in the case of any prepayment relating to amounts in the Lock-Up Account, within 10 Business Days after delivery of the relevant Compliance Certificate. (d) Subject to paragraph (e) below, the Company may elect that any prepayment under Clause 11.2 (Report Provider, Disposal and Insurance Proceeds and Equity Cure Amounts), Clause 11.3 (Excess Cashflow) or Clause 11.4 (Lock-Up) be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan. If the Company makes that election then a proportion of the Loan equal to the amount of the relevant prepayment will be due and payable on the last day of its Interest Period. (e) If the Company has made an election under paragraph (d) above but an Event of Default has occurred and is required continuing, that election shall no longer apply and a proportion of the Loan in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (unless the Majority Lenders otherwise agree in writing). (f) Where in this Clause 11.5 an amount is expressed to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay against any Loan the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds relevant amount shall be applied first, to prepay the outstanding against principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium accrued interest and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied Break Costs (to the Notes extent such Break Costs are determined before the date of prepayment) payable in relation to such principal, and Commitments in payment of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively.any termination

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment All amounts required to be made under paid pursuant to this Section 2.07(b2.8(b) at least two shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.8(b)(i), (1) first to the outstanding Swingline Loans (without any reduction in the Revolving Commitments), (2) Business Days prior second to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid outstanding Revolving Loans (without any reduction in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(iRevolving Commitments) and (ii3) third to a cash collateral account in respect of outstanding LOC Obligations, (such declined amountsB) with respect to all amounts prepaid pursuant to Sections 2.8(b)(ii) through (iv), the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior first to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice Term Loan (ratably to the Agent within remaining amortization payments thereof), (2) second to the time frame specified outstanding Swingline Loans (without a corresponding reduction in the Revolving Commitments), (3) third to the outstanding Revolving Loans (without a corresponding reduction in the Revolving Commitments) and (4) fourth to a cash collateral account in respect of outstanding LOC Obligations. Within the parameters of the applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Base Rate Loans and then to the NPALIBOR Rate Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b2.8(b) not constituting Declined Proceeds shall be applied first, subject to prepay Section 2.17 and be accompanied by interest on the outstanding principal amount prepaid through the date of prepayment. Notwithstanding the foregoing provisions of this Section 2.8, if at any time any prepayment of the NotesLoans pursuant to Section 2.8 would result in LIBOR Rate Loans being prepaid other than on the last day of an Interest Period with respect thereto, then the accrued but unpaid interest thereon Borrower, so long as no Event of Default shall have occurred and any applicable Call Premium and secondbe continuing, to permanently reduce the Commitments by may deposit the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share that otherwise would have been paid in respect of such LIBOR Rate Loans with the Notes and CommitmentsAdministrative Agent to be held as security for the obligation of the Borrower to make such prepayment pursuant to a cash collateral agreement to be entered into on terms reasonably satisfactory to the Administrative Agent, respectivelywith such cash collateral to be directly applied upon the first occurrence thereafter of the last day of any Interest Period with respect to such LIBOR Rate Loans.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be (a) Any prepayment made under this Section 2.07(bClause 9.2(b) at least two (2Proceeds) Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less other than all) of its pro rata share of any mandatory a prepayment of Notes required to be made New Shareholder Funding Proceeds pursuant to Section 2.7(b)(isub-paragraph (v) and thereof shall be applied in the following order: (i) first, in prepayment of Term Facility Loans as contemplated in paragraphs (c) to (f) inclusive below; (ii) secondly, in cancellation of Available Commitments under the Revolving Facility (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to Available Commitment of the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to Lenders under the Agent within the time frame specified above, any such failure Revolving Facility will be deemed an acceptance cancelled rateably); (iii) thirdly, in prepayment of Revolving Facility Utilisations and of Revolving Facility Commitments; and (iv) finally, in repayment and cancellation of the total amount of such mandatory Ancillary Outstandings and Ancillary Commitments. (b) A prepayment of Notes. Any Declined New Shareholder Funding Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 sub-paragraph (v) of the Intercreditor Agreement, all prepayments under this Section 2.07(bClause 9.2(b) not constituting Declined Proceeds (Proceeds) shall be applied first, as follows: (i) as to prepay the outstanding principal amount 50 per cent. of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment, in the following order: (A) first in prepayment of Revolving Facility Utilisations; and (B) secondly, the remainder (if any) shall be freely available to the Company and not required to be applied in prepayment of the Facilities; and (ii) as to the remaining 50 per cent. Each of the amount of such prepayment, in the following order: (A) first, in prepayment of Term Facility Loans as contemplated in paragraphs (c) to (f) inclusive below; (B) secondly, in cancellation of Available Commitments under the Revolving Facility (and the Available Commitment of the Lenders under the Revolving Facility will be cancelled rateably); (C) thirdly, in prepayment of Revolving Facility Utilisations and of Revolving Facility Commitments; and (D) finally, in repayment and cancellation of the Ancillary Outstandings and Ancillary Commitments. (c) Unless the Company makes an election under paragraph (e) below, the Borrowers shall prepay Term Facility Loans at the following times: (i) in the case of any prepayment relating to the amounts of Acquisition Proceeds, Disposal Proceeds, Insurance Proceeds, Purchase Price Reduction or New Shareholder Funding Proceeds, promptly upon receipt of those proceeds; and (ii) in the case of any prepayment relating to an amount of Excess Cashflow, within 10 Business Days of delivery pursuant to Clause 22.1 (Financial statements) of the annual consolidated accounts of the Company for the relevant Financial Year. (d) A prepayment in respect of Term Facility Loans under Clause 9.2 (Proceeds) shall prepay the Term Facility Loans in reducing the relevant Repayment Instalment for each Repayment Date falling after the date of prepayment in the manner contemplated by paragraph (b) of Clause 7.3 (Effect of prepayment on scheduled repayments and reductions). (e) Subject to paragraph (f) below, the Company may elect that any prepayment under Clause 9.2 (Proceeds) to be applied in prepayment of a Term Facility Loan shall be so applied on the last day of the Interest Period relating to that Term Facility Loan. If the Company makes that election, then a proportion of the Term Facility Loan equal to the amount of the relevant prepayment will be due and payable on the last day of its Interest Period. (f) If the Company has made an election under paragraph (e) above but a Default has occurred and is continuing, that election shall no longer apply and a proportion of the Term Facility Loan in respect of which the election was made equal to the amount of the relevant prepayment shall be applied to immediately due and payable (unless the Notes and Commitments of the Purchasers Majority Lenders otherwise agree in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelywriting).

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment All amounts required to be made paid pursuant to this Section 2.7(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.7(b)(i), first to the principal amount of outstanding Revolving Loans (without a simultaneous corresponding reduction of the Revolving Committed Amount) and (2) second with respect to any Letters of Credit then outstanding, to Cash Collateralize the LOC Obligations; and (B) with respect to all amounts prepaid pursuant to Sections 2.7(b)(ii) through (v), ratably to the Term Loans and Incremental Term Loans secured on a pari passu basis with the Initial Term Loans (to be applied to installments in inverse order of maturity, unless otherwise directed by the Borrower); provided that the lenders under any Incremental Term Loan may elect, as of the time of incurrence thereof, to receive less than their pro rata share thereof; provided, further, that in the case of mandatory prepayments pursuant to Section 2.7(b)(ii), (iii) or (v) above, a ratable portion of such mandatory prepayment may be applied to redeem, prepay or offer to purchase any permitted first lien Indebtedness secured on a pari passu lien basis with the Term Loan Facility (collectively, “Additional First Lien Debt”), in each case if required under the terms of the applicable documents governing such Additional First Lien Debt. Within the parameters of the applications set forth above, prepayments shall be applied first to Alternate Base Rate Loans and then to LIBOR Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.07(bshall be subject to Section 2.15 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but otherwise without premium or penalty. Mandatory prepayments in Section 2.7(b)(ii), (iii) at least two and (2v) Business Days prior above shall be subject to limitations to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes extent required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amountsfrom cash at non-U.S. Restricted Subsidiaries, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) repatriation of which after use of commercially reasonable efforts would result in material adverse tax consequences to the Agent and the IssuerBorrower, no later than 2:00 p.m. one or any of its direct or indirect Subsidiaries (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained as reasonably determined by the Issuer unless required to Borrower in good faith) or would be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 prohibited or restricted by applicable law (including repatriation of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelycash).

Application of Mandatory Prepayments. The Issuer All prepayments pursuant to ------------------------------------ Section 2.7(a) or 2.7(b) preceding shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior allocated to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid unpaid principal -------------- ------ amounts of the Term Loans A and the Term Loans B pro rata in accordance with such prepayment notice of the contents respective unpaid principal amounts of such prepayment notice Loans, and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments then remaining installments of principal of the Purchasers Term Loans A and the Term Loans B pro rata. All prepayments pursuant to Section 2.7(c) preceding, if such -------------- prepayment is required to be made prior to the Mail-Well Acquisition Loans Commitment Expiration Date, shall be allocated to the unpaid principal amounts of the Mail-Well Term Loans and (if and to the extent that such prepayments or any portion thereof are to be applied to the Term Loans), the Term Loans A and Term Loans B pro rata in accordance with their the respective unpaid principal amounts of such loans until such loans have been paid in full and then shall be allocated to the unpaid principal amount of the Mail-Well Acquisition Loans and, if such prepayment is required to be made on or after the Mail-Well Acquisition Loans Commitment Expiration Date, shall be allocated to the unpaid principal amounts of the Mail-Well Term Loans and the Mail-Well Acquisition Loans and (if and to the extent that such prepayments or any portion thereof are to be applied to the Term Loans) the Term Loans A and the Term Loans B pro rata share in respect accordance with the respective unpaid principal amounts of such loans, and shall be applied to the Notes and Commitments, respectivelyremaining installments of principal of such loans pro rata.

Application of Mandatory Prepayments. The Issuer (a) Unless the Company makes an election under paragraph (d) below, the Borrowers shall provide make prepayments under paragraph 2(a) at the Agent and each Purchaser with written notice following times: (i) in the case of any payment prepayment relating to be made under this Section 2.07(ban amount of Excess Cashflow, within 14 days of delivery pursuant to paragraph 1.2 (Financial statements) at least two of Schedule 6 (2Covenants) Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share quarterly consolidated financial statements of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and Company for the relevant quarter; and (ii) in the case of any other prepayment under paragraph 2(a), promptly upon receipt of the relevant proceeds. (such declined amountsb) A prepayment under paragraph 2 shall be applied in the following order: (i) firstly, in prepayment pro rata of the “Declined Proceeds”Utilisations outstanding under the Term Loan Facility (ii) by providing written notice secondly, in cancellation pro rata of the Available Commitments under the Term Loan Facility (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to Available Commitments of the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to Lenders under the Agent within the time frame specified above, any such failure Term Loan Facility will be deemed an acceptance cancelled rateably); (iii) thirdly, in cancellation pro rata of the total Available Commitments under the Revolving Credit Facility; and (iv) fourthly in prepayment pro rata of Utilisations outstanding under the Revolving Credit Facility (and any Available Commitments of the Lenders under the Revolving Credit Facility associated therewith shall be automatically cancelled), (c) Any amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay in cancellation of Available Commitments under the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(bTerm Loan Facility shall be: (i) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes Available Commitments under the Term Loan Facility; and (ii) deposited into the Disbursement Account for the Term Loan Facility from which such amounts may be disbursed as if such amounts formed part of the Term Loan Facility upon satisfaction of applicable conditions precedent and Commitmentsnotice requirements. (d) Subject to paragraph (e) below, respectivelythe Company may, by giving the Agent not less than three Business Days’ (or such shorter period as the Majority Lenders may agree) prior written notice, elect that any prepayment under paragraph 2(a) (other than any such prepayment in respect of Eminent Domain Proceeds or Termination Proceeds) be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan. If the Company makes such an election, then a proportion of the Loan equal to the amount of the relevant prepayment will be due and payable on the last day of its Interest Period. (e) If the Company has made an election under paragraph (d) above but a Default has occurred and is continuing, that election shall no longer apply and a proportion of the Loan in respect of which the election was made equal to the amount of the relevant prepayment shall be immediately due and payable (unless the Majority Lenders otherwise agree).

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b(i) at least two (2) Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such Any prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes Term Loans required to be made pursuant to Section 2.7(b)(i2.10(a) and Sections 2.10(c) through 2.10(f) shall be applied to reduce on a pro rata basis the remaining scheduled Installments of the Term Loans; provided that notwithstanding paragraph (iia) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will prepayments that are required to be deemed an acceptance made prior to the Closing Date shall instead reduce the amount of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds Commitments by an equal amount, and the proceeds thereof may be retained by the Issuer unless Borrower. - 49 - CREDIT AGREEMENT (ii) Any prepayment of the Term Loans made pursuant to Section 2.10(g) shall be applied within five (5) Business Days following the receipt of the proceeds of Onshore Distributions as follows: (1) first, to the extent an Event of Default is continuing under Section 8.1(a) due to any amount of principal or interest on the Term Loans then being due and payable hereunder but not yet paid, an amount equal thereto shall be remitted to the Mandatory Prepayment Account and used to pay such amounts; (2) second, to the extent the aggregate amount of Available Cash then held by the Offshore Group Members is less than US$5,000,000, the Borrower (or the relevant Offshore Group Member) shall be permitted to retain such proceeds (and use such proceeds as it elects, subject to compliance with the terms of this Agreement) to the extent required to be applied ensure that on the date of such application, the aggregate amount of Available Cash then held by the Offshore Group Members plus the amount of funds so retained is equal to pay US$5,000,000 (after taking into account the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 application of the Intercreditor Agreement, all prepayments funds under this Section 2.07(b(b)(ii)); (3) not constituting Declined Proceeds third, the remainder of such proceeds shall be applied firstremitted to the Interest Reserve Account to the extent required to ensure that on such date, the balance thereof equals the Minimum XXX Balance Amount; and (4) fourth, to the extent (A) the amount of Available Cash of the Offshore Group Members minus US$5,000,000 is less than (B) the US$ equivalent of the then Existing 2007 Bond Redemption Amount minus the amount on deposit in the Sinking Fund Account, the Borrower may remit the remainder of such proceeds to the Sinking Fund Account until the amount on deposit in the Sinking Fund Account equals the US$ equivalent of the then Existing 2007 Bond Redemption Amount; and (5) fifth, 100% of the remainder of such proceeds shall be used to prepay the Term Loans, and applied in forward order of maturity to the remaining scheduled Installments thereof; provided that if on the date of receipt by the Borrower (or the relevant Offshore Group Member) of such Onshore Distributions the outstanding principal amount of the NotesTerm Loans is less than US$125,000,000, then instead the accrued but unpaid interest thereon remainder of such proceeds in an amount equal to 50% of the original amount of the Onshore Distributions (or the remaining balance of the proceeds, if such amount is less) shall be used to prepay the Term Loans and applied in the foregoing manner, and any applicable Call Premium and second, to permanently reduce the Commitments remainder following such application (“Retained Onshore Proceeds”) may be retained by the amount Borrower (or the relevant Offshore Group Member) and used as it elects, subject to compliance with the terms of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelythis Agreement.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is All amounts required to be under paid pursuant to this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes 2.05(b) shall be applied as follows: (A) with respect to be all amounts prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) 2.05(b)(i), to Revolving Loans and Swing Line Loans and (iiafter all Revolving Loans and Swing Line Loans have been repaid) to Cash Collateralize L/C Obligations; (such declined amountsB) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii), (iii), (iv), and (v) first ratably to the “Declined Proceeds”) by providing written notice Term Loans (eachto the remaining principal amortization payments of the Term Loans in inverse order of maturity), a “Rejection Notice”then (after the Term Loans has been paid in full) to the Agent Revolving Loans and then (after all Revolving Loans have been repaid), if a Default then exists, to Cash Collateralize L/C Obligations (without a corresponding permanent reduction in the IssuerAggregate Revolving Commitments); provided, no later that any Incremental Term Loan and any loan under a Refinancing Term Facility may participate in such mandatory prepayments pursuant to Section 2.05(b)(ii), 2.05(b)(iii), 2.05(b)(iv) and 2.05(b)(v) on a pro rata or less than 2:00 p.m. one (1) Business Day prior pro rata basis. Notwithstanding the foregoing, the Net Cash Proceeds of the Bayou Disposition shall be applied to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance prepayment of the total Revolving Loans (it being understood that the Net Cash Proceeds in excess of the outstanding amount of such mandatory prepayment of Notes. Any Declined Proceeds Revolving Loans may be retained by the Issuer unless required to Borrower), with a simultaneous permanent reduction of the Aggregate Revolving Commitments of $25,000,000. Within the parameters of the applications set forth above, prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Base Rate Loans and then to the NPAEurocurrency Rate Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b2.05(b) not constituting Declined Proceeds shall be applied firstsubject to Section 3.05, to prepay but otherwise without premium or penalty, and shall be accompanied by interest on the outstanding principal amount prepaid through the date of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment All amounts required to be made under paid pursuant to this Section 2.07(b2.05(b) at least two shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.05(b)(i), first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the remaining L/C Obligations; and (B) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii), (iii) and (iv), first ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans, third, to Cash Collateralize the remaining L/C Obligations, and fourth, to the Term Loan to the remaining principal amortization payments in inverse order of maturity; provided that (1) Cash Collateralization pursuant to the foregoing clause third shall not be required with respect to any such prepayment if the L/C Issuer declines such Cash Collateralization (in which case the portion of such prepayment that would otherwise have been applied to such Cash Collateralization shall be applied to the Term Loan pursuant to the foregoing clause fourth, subject to the remaining clauses of this proviso), (2) Business Days prior prepayments required under Section 2.05(b)(ii) shall only be applied to the date such payment is Term Loan pursuant to the foregoing clause fourth to the extent that the Net Cash Proceeds otherwise required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid are not invested in accordance with such prepayment notice property (other than current assets as classified by GAAP) that is useful in the business of the contents Borrower and its Subsidiaries within 545 days of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within applicable Disposition or Recovery Event (it being understood that the time frame specified above, portion of any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, Term Loan pursuant to the NPAforegoing clause fourth shall be due immediately upon the expiration of such 545 day period), and (3) prepayments required under Section 2.05(b)(iv) shall only be applied to the Term Loan pursuant to the foregoing clause fourth if, at the time such prepayments would otherwise be due and payable, an Event of Default exists. Subject to Section 2.12 Within the parameters of the Intercreditor Agreementapplications set forth above, all prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.07(b2.05(b) not constituting Declined Proceeds shall be applied firstsubject to Section 3.05, to prepay but otherwise without premium or penalty, and shall be accompanied by interest on the outstanding principal amount prepaid through the date of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment All amounts required to be made paid pursuant to this Section 2.05(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.05(b)(i), first, ratably to the L/C Borrowings and the Swing Line Loans, second, to the outstanding Revolving Loans, and, third, to Cash Collateralize the remaining L/C Obligations; and (B) with respect to all amounts prepaid pursuant to Sections 2.05(b)(ii), (iii), (iv) and (v), first ratably to the Existing Term Loan A, the New Term Loan A and the New Term Loan B, to the principal repayment installments thereof in inverse order of maturity, second, ratably to the L/C Borrowings and the Swing Line Loans, third, to the outstanding Revolving Loans, and, fourth, to Cash Collateralize the remaining L/C Obligations (without a corresponding reduction in the Aggregate Revolving Commitments in the cases of clauses second through fourth). Within the parameters of the applications set forth above, prepayments shall be applied first to Base Rate Loans and then to Eurodollar Rate Loans in direct order of Interest Period maturities. All prepayments under this Section 2.07(b2.05(b) at least two shall be subject to Section 3.05, but otherwise without premium or penalty, and shall be accompanied by interest on the principal amount prepaid through the date of prepayment. Anything contained herein to the contrary notwithstanding, in the event the Borrower is required to make any mandatory prepayment (2a “Waivable Mandatory Prepayment”) of the New Term Loan B, not less than three (3) Business Days prior to the date (the “Required Prepayment Date”) on which the Borrower elects (or is otherwise required) to make such payment is required to be under this Section 2.07(b). The Waivable Mandatory Prepayment, the Borrower shall notify the Administrative Agent of the amount of such prepayment, and the Administrative Agent will promptly thereafter notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice New Term Loan B Lender of the contents amount of such prepayment notice and of such PurchaserNew Term B Lender’s pro rata share of the estimated prepaymentsuch Waivable Mandatory Prepayment and such New Term Loan B Lender’s option to refuse such amount. Each Purchaser such New Term Loan B Lender may reject all (but not less than all) exercise such option by giving written notice to the Administrative Agent of its pro rata share of any mandatory prepayment of Notes required election to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amounts, do so on or before the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) second Business Day prior to the date Required Prepayment Date (it being understood that any New Term Loan B Lender that does not notify the Administrative Agent of its election to exercise such option on or before the first Business Day prior to the Required Prepayment Date shall be deemed to have elected, as of such prepaymentdate, not to exercise such option). If a Purchaser fails to deliver a Rejection Notice On the Required Prepayment Date, the Borrower shall (i) pay to the Administrative Agent within the time frame specified above, any such failure will be deemed an acceptance portion of the total amount of Waivable Mandatory Prepayment payable to those New Term Loan B Lenders that have elected not to exercise such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notesoption (each, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied firstan “Accepting Lender”), to prepay the outstanding principal amount portions of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount New Term Loan B of such prepayment. Each such Accepting Lenders (which prepayment shall be applied to the Notes and Commitments scheduled installments of principal of the Purchasers New Term Loan B in accordance with their respective pro rata share in respect this Section 2.05(b)(vi)(B), and (ii) retain an amount equal to that portion of the Notes and Commitments, respectivelyWaivable Mandatory Prepayment otherwise payable to those New Term Loan B Lenders that have elected to exercise such option.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be (a) A prepayment made under this Section 2.07(bparagraph (b) at least two or (2) Business Days prior to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than allc) of its pro rata share of any mandatory Clause 12.3 (Net Disposal Proceeds and Net Financing Proceeds) shall be applied in the following order: (i) first, in prepayment of Notes required Facility A as contemplated in paragraphs (b) to be made pursuant to Section 2.7(b)(i(e) and inclusive below; (ii) secondly, in prepayment of Facility B as contemplated in paragraphs (such declined amountsb) to (e) inclusive below; (iii) thirdly, in prepayment of Facility C as contemplated in paragraphs (b) to (e) inclusive below; (iv) fourthly, in cancellation of Available Commitments under the Revolving Facility (and the Available Commitment of the Lenders under the Revolving Facility will be cancelled rateably); (v) fifthly, in prepayment of Revolving Facility Loans and, thereafter, Euro Swingline Loans and cancellation of Revolving Facility Commitments; and Table of Contents (vi) then, in repayment and cancellation of the Ancillary Outstandings and Ancillary Commitments. (b) Unless the Company makes an election under paragraph (d) below, the “Declined Borrowers shall prepay Loans promptly upon receipt of those proceeds. (c) A prepayment under Clause 12.3 (Net Disposal Proceeds and Net Financing Proceeds”) shall prepay the Facility C Loans by providing written notice (each, a “Rejection Notice”) to reducing the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to relevant Facility C Repayment Instalment for each Facility C Repayment Date falling after the date of such prepaymentprepayment pro rata. (d) Subject to paragraph (e) below, the Company may elect that any prepayment under Clause 12.3 (Net Disposal Proceeds and Net Financing Proceeds) be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan. If the Company makes that election then a Purchaser fails to deliver a Rejection Notice proportion of the Loan equal to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notesrelevant prepayment will be due and payable on the last day of its Interest Period. (e) If the Company has made an election under paragraph (d) above but an Event of Default has occurred and is continuing, that election shall no longer apply and a proportion of the accrued but unpaid interest thereon and any applicable Call Premium and second, Loan in respect of which the election was made equal to permanently reduce the Commitments by the amount of such prepayment. Each such the relevant prepayment shall be applied to immediately due and payable (unless the Notes and Commitments of the Purchasers Majority Lenders otherwise agree in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelywriting).

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is All amounts required to be under paid pursuant to this Section 2.07(b). The 2.05(b) (including, for the avoidance of doubt, any prepayments made by the Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid with amounts paid under the Equity Letters of Credit in accordance with such prepayment notice Section 2.05(b)(vii)) or the last proviso to Section 5.03(c)(iii) shall be applied as follows: (A) first, to the payment of all fees, and all expenses specified in Section 11.04(a), to the full extent thereof; (B) second, to the payment of any accrued interest at the Default Rate, if any; (C) third, to the payment of any accrued interest (other than Default Rate interest); (D) fourth, to the payment of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all Prepayment Premium, if any, on any Loan; (but not less than allE) of its pro rata share of fifth, except in connection with any mandatory prepayment of Notes required to be made declined pursuant to Section 2.7(b)(i2.05(b)(vii), to prepay Term Loans on a pro rata basis (in accordance with the respective outstanding principal amounts thereof) and shall be further applied pro rata to reduce the remaining scheduled installments of principal of the Closing Date Term Loans and Delayed Draw Term Loans, in each case in inverse order of maturity; (iiF) (such declined amountssixth, to prepay the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) Revolving Loans to the Agent and full extent thereof (with no corresponding reduction in the IssuerRevolving Commitments); (G) seventh, to prepay outstanding reimbursement obligations with respect to Letters of Credit (with no later than 2:00 p.m. one corresponding reduction in the Revolving Loan Commitments); and (1H) Business Day prior eighth, to further permanently reduce the Revolving Commitments to the date full extent thereof. Within the parameters of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Base Rate Loans and then to the NPALIBOR Rate Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b2.05(b) not constituting Declined Proceeds shall be applied firstsubject to Section 3.05, to prepay and shall be accompanied by interest on the outstanding principal amount prepaid through the date of prepayment, plus the Notesapplicable Prepayment Premium, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyif any.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be (a) A prepayment made under this Section 2.07(bClause 10.6 (Mandatory prepayment - Priority Debt and Net Debt) at least two shall be applied: (2i) Business Days prior first, in cancellation of Available Commitments under the Facility (and the Available Commitment of the Lenders under the Facility will be cancelled rateably); (ii) second, to the date extent that the amount of the prepayment exceeds the Available Commitments such payment is required to excess shall be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to applied in prepayment of Utilisations (and the corresponding cancellation of Commitments) such that outstanding Loans shall be prepaid before outstanding Letters of Credit. (b) Cancellation and, if applicable in accordance with such this Clause 10.7 (Application of mandatory prepayments), prepayment notice of the contents Facility in amounts equal to the Net Debt Prepayment Amount shall be made (subject to the operation of such prepayment notice and paragraph (d) of such Purchaser’s pro rata share this Clause 10.7 on or about the same date as any corresponding prepayments are made to holders of the estimated prepayment. Each Purchaser may reject all (Loan Notes in accordance with the terms of the Loan Notes but not less than all) of its pro rata share of in any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amounts, the “Declined Proceeds”) case by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one 10 Business Days after receipt by the Agent of the certificate referred to in paragraph (1a) Business Day prior of Clause 22.4 (Information: miscellaneous). (c) Cancellation and, if applicable in accordance with this Clause 10.7 (Application of mandatory prepayments), prepayment of the Facility in amounts equal to the Priority Debt Prepayment Amount shall be made (subject to the operation of paragraph (d) of this Clause 10.7 in accordance with this Clause 10.7 (Application of mandatory prepayments) within 3 Business Days of the date on which the cash proceeds of such prepaymentthe relevant Qualifying Priority Debt are drawn down by any member of the Group. (d) Subject to paragraph (e) below, the Parent may elect that any prepayment under Clause 10.6 (Mandatory Prepayment - Priority Debt and Net Debt) be applied in prepayment of a Loan on the last day of the Interest Period relating to that Loan. If the Parent makes that election then a Purchaser fails to deliver a Rejection Notice proportion of the Loan equal to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notesrelevant prepayment will be due and payable on the last day of its Interest Period. (e) If the Parent has made an election under paragraph (d) above but an Event of Default or any payment related Default has occurred and is continuing, that election shall no longer apply and a proportion of the accrued but unpaid interest thereon and any applicable Call Premium and second, Loan in respect of which the election was made equal to permanently reduce the Commitments by the amount of such prepayment. Each such the relevant prepayment shall be applied to immediately due and payable (unless the Notes and Commitments of the Purchasers Majority Lenders otherwise agree in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelywriting).

Application of Mandatory Prepayments. The Issuer shall provide to, and any modification of the Agent and each Purchaser with written notice application of any such payment to be made under this Section 2.07(bto, (1) at least two the Term Loans shall require the consent of the Required Term Loan Lenders and (2) Business Days prior the Revolving Loans shall require the consent of the Required Revolving Credit Lenders, (B) any change to the date definition of the term “Required Term Loan Lender” shall require the consent of the Required Term Loan Lenders and (C) any change to the definition of the term “Required Revolving Credit Lender” shall require the consent of the Required Revolving Credit Lenders, (y) no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, the Administrative Agent (or otherwise modify any provision of Article X or the application thereof), the Swingline Lender, any L/C Issuer or any SPV that has been granted an option pursuant to Section 11.2(f) unless in writing and signed by the Administrative Agent, the Swingline Lender, such payment is L/C Issuer or, as the case may be, such SPV in addition to any signature otherwise required and (z) the consent of the Borrower shall not be required to be change any order of priority set forth in Section 2.12. No amendment, modification or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations arising under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes Secured Hedging Agreement resulting in such Obligations being junior in right of payment to be prepaid principal of the Loans or resulting in Obligations owing to any Secured Hedging Counterparty being unsecured (other than releases of Liens in accordance with such prepayment notice of the contents terms hereof), in each case in a manner adverse to any Secured Hedging Counterparty, shall be effective without the written consent of such prepayment notice and Secured Hedging Counterparty or, in the case of such Purchaser’s pro rata share of a Secured Hedging Agreement provided or arranged by the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amountsAdministrative Agent or an Affiliate thereof, the “Declined Proceeds”) by providing written notice (eachAdministrative Agent. CREDIT AGREEMENT MEDICAL STAFFING NETWORK, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyINC.

Application of Mandatory Prepayments. The Issuer (A) Each prepayment of Loans pursuant to the foregoing provisions of this Section 2.06(b) shall provide the be applied, first, to fees and expenses owing to Administrative Agent, Collateral Agent and each Purchaser the Lenders, and second, to the scheduled amortization payments made pursuant to Section 2.05(b) of the Loans in the inverse order of maturity (it being understood that, for purposes of this Section 2.06(a)(iv)(A), only the amounts set forth in the definition of “Fixed Amortization Payment” shall be taken into consideration). Subject to Section 2.14, such prepayments shall be paid to the Lenders in accordance with written notice their respective Applicable Percentage. (B) The Borrower shall notify the Administrative Agent in writing of any payment to be made mandatory prepayment required under this Section 2.07(b2.06(b) at least two three (23) Business Days prior to the date of such payment is required to be under this Section 2.07(b)prepayment. Each such notice shall specify the date of such prepayment and provide a reasonably detailed calculation of the amount of such prepayment. The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance with such prepayment notice appropriate Lender of the contents of such the Borrower’s prepayment notice and of such Purchaserappropriate Lender’s pro rata share of the estimated prepayment. Each Purchaser Notwithstanding the foregoing, each Lender may reject all (but not less than all) or a portion of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amounts, the “Declined Proceeds”) of Loans required to be made pursuant to clauses (i), (ii), and (iii) of this Section 2.06(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent and the Issuer, Borrower no later than 2:00 1:00 p.m. New York time one (1) Business Day prior to the date of such prepayment. Each Rejection Notice from a given Lender shall specify the principal amount of the mandatory prepayment of Loans to be rejected by such Lender. If a Purchaser Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified aboveabove or such Rejection Notice fails to specify the principal amount of the Loans to be rejected, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment repayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyLoans.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is All amounts required to be under this paid pursuant to Section 2.07(b3.3(b) shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(A). The Administrative Agent will promptly notify , to the Revolving Loans and (after all Revolving Loans have been repaid), to Swingline Loans and (after all Swingline Loans have been repaid) to a cash collateral account in respect of LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(B), to a cash collateral account in respect of LOC Obligations, (C) with respect to all amounts prepaid pursuant to Section 3.3(b)(i)(C), to Swingline Loans, (D) with respect to all amounts prepaid pursuant to Section 3.3(b)(ii), first to the Revolving Loans until paid in full, then to the Swingline Loans until paid in full, and then to a cash collateral account in respect to LOC Obligations, and with respect to any Asset Disposition not permitted by Section 8.5, each Purchaser holding Notes to be prepaid in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i3.3(b)(ii) shall accompanied by a corresponding reduction in the Revolving Committed Amount, (E) with respect to all amounts prepaid pursuant to Section 3.3(b)(iii) and (iiiv), first to the Revolving Loans until paid in full, then to the Swingline Loans until paid in full, and then to a cash collateral account in respect of LOC Obligations, provided, however, at such time as the aggregate amounts prepaid pursuant to Section 3.3(b)(iii) exceed $35 million, each such prepayment made pursuant to Section 3.3(b)(iii) shall be accompanied by a corresponding reduction in the Revolving Committed Amount. Notwithstanding the foregoing, with respect to any prepayment pursuant to Section 3.3(b)(ii), (such declined amountsiii) or (iv), so long as no Default or Event of Default exists, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) Borrower shall not be required to cash collateralize the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to LOC Obligations outstanding as of the date of such prepaymentprepayment provided that the Revolving Committed Amount as of the date of such prepayment exceeds the LOC Obligations outstanding as of such date. If a Purchaser fails to deliver a Rejection Notice to Within the Agent within parameters of the time frame specified applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Base Rate Loans and then to the NPAEurodollar Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b3.3(b) not constituting Declined Proceeds shall be applied first, subject to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelySection 3.12.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment All amounts required to be made under paid pursuant to this Section 2.07(b2.8(b) at least two shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.8(b)(i)(A), to the Dollar Revolving-1 Loans and then (after all Dollar Revolving-1 Loans have been repaid) to a cash collateral account in respect of Dollar LOC Obligations, (B) with respect to all amounts prepaid pursuant to Section 2.8(b)(i)(B), to the Multi-currency Revolving-1 Loans and then (after all Multi-currency Revolving-1 Loans have been repaid) to a cash collateral account in respect of Multi-currency LOC Obligations, and (C) with respect to all amounts prepaid pursuant to Sections 2.8(b)(ii) through (v), (1) first, pro rata to the Tranche A-1 Term Loan and the Tranche B-1 Term Loan (ratably to the remaining principal installments thereof); provided, however, promptly upon notification thereof, one or more holders of the Tranche B-1 Term Loan may decline to accept a mandatory prepayment to the extent there are sufficient amounts under the Tranche A-1 Term Loan outstanding to be paid with such prepayment, in which case, such declined payments shall be allocated pro rata among the Tranche A-1 Term Loan and the Tranche B-1 Term Loan held by Lenders accepting such prepayments, and (2) Business Days prior second, pro rata to the date such payment is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid in accordance Dollar Revolving-1 Loans and the Multi-currency Revolving-1 Loans with such prepayment notice corresponding permanent pro rata reductions of the contents Dollar Revolving-1 Committed Amount and the Multi-currency Revolving-1 Committed Amount and (after all Revolving-1 Loans have been repaid) to a cash collateral account in respect of such prepayment notice Dollar LOC Obligations and of such Purchaser’s Multi-currency LOC Obligations, pro rata share rata. Within the parameters of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Alternate Base Rate Loans and then to the NPALIBOR Rate Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b2.8(b) not constituting Declined Proceeds shall be applied first, subject to prepay Section 2.18 and be accompanied by interest on the outstanding principal amount prepaid through the date of prepayment. Any prepayments of the NotesTranche B-1 Term Loan made during the period commencing on the Fourth Amendment Effective Date and ending on May 29, the accrued but unpaid interest thereon and any applicable Call Premium and second, 2004 pursuant to permanently reduce the Commitments by the amount Section 2.8(b)(ii) will require payment of such prepayment. Each such prepayment shall be applied to the Notes and Commitments a premium of 0.50% of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyprincipal amount being prepaid on such date.

Application of Mandatory Prepayments. The Issuer shall provide to, and any modification of the Agent and each Purchaser with written notice application of any such payment to be made under this Section 2.07(bto, (1) at least two the Term Loans shall require the consent of the Required Term Loan Lenders and (2) Business Days prior the Revolving Loans shall require the consent of the Required Revolving Credit Lenders, (B) any change to the date definition of the term “Required Term Loan Lender” shall require the consent of the Required Term Loan Lenders and (C) any change to the definition of the term “Required Revolving Credit Lender” shall require the consent of the Required Revolving Credit Lenders, (y) no amendment, waiver or consent shall affect the rights or duties under any Loan Document of, or any payment to, the Administrative Agent (or otherwise modify any provision of Article X or the application thereof), the Swingline Lender, any L/C Issuer or any SPV that has been granted an option pursuant to Section 11.2(f) unless in writing and signed by the Administrative Agent, the Swingline Lender, such payment is L/C Issuer or, as the case may be, such SPV in addition to any signature otherwise required and (z) the consent of the Borrower shall not be required to be change any order of priority set forth in Section 2.12. No amendment, modification or waiver of this Agreement or any Loan Document altering the ratable treatment of Obligations arising under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes Secured Hedging Agreement resulting in such Obligations being junior in right of payment to be prepaid principal of the Loans or resulting in Obligations owing to any Secured Hedging Counterparty being unsecured (other than releases of Liens in accordance with such prepayment notice of the contents terms hereof), in each case in a manner adverse to any Secured Hedging Counterparty, shall be effective without the written consent of such prepayment notice and Secured Hedging Counterparty or, in the case of such Purchaser’s pro rata share of a Secured Hedging Agreement provided or arranged by the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(i) and (ii) (such declined amountsAdministrative Agent or an Affiliate thereof, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepaymentAdministrative Agent. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively.84 FIRST LIEN CREDIT AGREEMENT DANKA OFFICE IMAGING

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment All amounts required to be made under paid pursuant to this Section 2.07(b2.8(b) at least two shall be applied as follows: (A) with respect to all amounts prepaid pursuant to Section 2.8(b)(i), (1) first to the outstanding Swingline Loans (without any reduction in the Revolving Commitments), (2) Business Days prior second to the date outstanding Revolving Loans (without any reduction in the Revolving Commitments) and (3) third to a cash collateral account in respect of outstanding LOC Obligations, (B) with respect to all amounts prepaid pursuant to Sections 2.8(b)(ii) through (v), (1) first, pro rata to the remaining Term Loan amortization payments set forth in Section 2.3(b) and the remaining Additional Loan amortization payments or scheduled principal payments; provided, however, promptly upon receipt of notice of such payment is required prepayment, one or more holders of the Term Loan or the Additional Loans may decline to accept a mandatory prepayment under Section 2.8(b)(ii) through (v), in which case such declined payments shall be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid allocated pro rata among the Term Loan and the Additional Loans held by Lenders accepting such prepayments until the Term Loan and the Additional Loans of such Lenders are paid in full, with any remaining amount of such prepayment applied in accordance with such prepayment notice of the contents of such prepayment notice and of such Purchaser’s pro rata share of the estimated prepayment. Each Purchaser may reject all clauses (but not less than all) of its pro rata share of any mandatory prepayment of Notes required to be made pursuant to Section 2.7(b)(iB)(2), (3) and (ii4) below, (such declined amounts, the “Declined Proceeds”2) by providing written notice (each, a “Rejection Notice”) second to the Agent and outstanding Swingline Loans (without a corresponding reduction in the IssuerRevolving Commitments), no later than 2:00 p.m. one (13) Business Day prior third to the date outstanding Revolving Loans (without a corresponding reduction in the Revolving Commitments) and (4) fourth to a cash collateral account in respect of outstanding LOC Obligations if any Default or Event of Default shall then exist; provided that if a Default or an Event of Default shall then exist, any cash collateral remaining in such prepayment. If a Purchaser fails to deliver a Rejection Notice cash collateral account at the time such Default or Event of Default is cured or waived shall be applied as provided in clauses (B)(1) and (B)(2) above (with any remaining amount paid over to the Agent within Parent Borrower). Within the time frame specified parameters of the applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay Alternate Base Rate Loans and then to LIBOR Rate Loans in the Lockheed Xxxxxx Senior Secured Notes, pursuant to order of Interest Period maturities as the NPAParent Borrower may elect. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b2.8(b) not constituting Declined Proceeds shall be applied first, subject to prepay Section 2.17 and be accompanied by interest on the outstanding principal amount prepaid through the date of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively.

Application of Mandatory Prepayments. The Issuer shall provide the Agent and each Purchaser with written notice of any payment to be made under this Section 2.07(b) at least two (2) Business Days prior to the date such payment is All amounts required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes paid pursuant to Sections 3.3(b)(ii) and 3.3(b)(v) shall be prepaid applied ratably to the Revolving Obligations, the Term Loans, the Tranche C Term Loans and the New Term Loans in accordance with such prepayment notice of the contents of such prepayment notice respective outstanding amounts thereof as follows: (A) to the Revolving Obligations (first to Revolving Loans and of such Purchaser’s pro rata share of second to Swingline Loans and (after all Revolving Loans and Swingline Loans have been repaid) then to a cash collateral account to secure LOC Obligations) (with a corresponding reduction in the estimated prepayment. Each Purchaser may reject Revolving Committed Amount in an amount equal to all (but not less than all) of its pro rata share of any mandatory prepayment of Notes required amounts applied to be made the Revolving Obligations pursuant to this Section 2.7(b)(i(b)(iii)) and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”B) to the Agent Term Loans, the Tranche C Term Loans and the IssuerNew Term Loans, no later than 2:00 p.m. one (1in the inverse order of maturity thereof, allocated ratably between the Term Loans, the Tranche C Term Loans and the New Term Loans in accordance with the respective outstanding amounts thereof. One or more holders of the Term Loans, the Tranche C Term Loans or the New Term Loans may decline to accept a mandatory prepayment under Section 3.3(b)(ii) Business Day prior to the date of extent there are sufficient Revolving Loans, Term Loans or Tranche C Term Loans, as applicable, outstanding to be paid with such prepayment. If In the event one or more holders of the Term Loans declines such a Purchaser fails to deliver prepayment, such declined prepayments shall be split evenly, with fifty percent (50%) of such declined prepayment allocated toward a Rejection Notice prepayment of the Revolving Loans (with a corresponding reduction in the Revolving Committed Amount in an amount equal to the Agent within amount prepaid pursuant to such prepayment) and fifty percent (50%) of such declined prepayment being returned to the time frame specified Borrower. In the event one or more holders of the Tranche C Term Loans declines such a prepayment, such declined prepayments shall be split as follows: twenty-five percent (25%) of such declined prepayment shall be allocated toward a prepayment of the Revolving Loans (with a corresponding reduction in the Revolving Committed Amount in an amount equal to the amount prepaid pursuant to such prepayment), twenty-five percent (25%) of such declined prepayment shall be allocated toward a prepayment of the Term Loans (subject to the right of the holders of the Term Loans to decline such prepayment as provided above), and fifty percent (50%) of such declined prepayment shall be returned to the Borrower. In the event one or more holders of the New Term Loans declines such a prepayment, such declined prepayments shall be split as follows: twenty-five percent (25%) of such declined prepayment shall be allocated toward a prepayment of the Term Loans (subject to the right of the holders of the Term Loans to decline such prepayment as provided above), twenty-five percent (25%) of such declined prepayment shall be allocated toward a prepayment of the Tranche C Term Loans (subject to the right of the holders of the Tranche C Term Loans to decline such prepayment as provided above), and fifty percent (50%) of such declined prepayment shall be returned to the Borrower. Notwithstanding the foregoing or anything to the contrary set forth in this Credit Agreement, in no event shall the Borrower receive greater than fifty percent (50%) of the aggregate declined portions of any prepayment (with any excess being allocated ratably toward a prepayment of the Term Loans, the Tranche C Term Loans and the New Term Loans). Within the parameters of the applications set forth above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to prepayments shall be applied first to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant Base Rate Loans and then to the NPAEurodollar Loans in direct order of Interest Period maturities. Subject to Section 2.12 of the Intercreditor Agreement, all All prepayments under this Section 2.07(b3.3(b) not constituting Declined Proceeds shall be applied first, subject to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelySection 3.12.

Application of Mandatory Prepayments. The Issuer shall provide Subject to the Agent provisions of clause (c) below with respect to the application of payments after the exercise of remedies provided for in Section 9.2Sections 2.12(c) and each Purchaser with written notice of 2.12(d), any payment made by theany Borrower to be made under this anthe Administrative Agent pursuant to Section 2.07(b) at least two (2) Business Days prior to 2.8 or any other prepayment of the date such payment Loan Document Obligations that is required to be under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid applied in accordance with this clause (b) shall be applied: 85 [[5286738]] (i) in the case of Sections 2.8(a), 2.8(b) and 2.8(c), shall be allocated ratably as among the Term Loan Facilities in accordance with the aggregate principal amount thereof (calculated on a Dollar Equivalent basis) (or allocated in such prepayment notice other manner as is referred to below) and, within each Term Loan Facility, shall be applied to reduce, first, to repay the next eight remaining scheduled amortization installments of the contents Term Loans under such Facility payable under Section 2.6 in forward order of maturity and, thereafter, to repayreduce ratably the remaining scheduled amortization installments of the Term Loans under such Facility payable under Section 2.6 until paid in full; provided that if any portion of such prepayment notice payment remains unapplied after the allocation and of application as set forth above, such Purchaser’s pro rata share portion shall be applied, first, to repay the outstanding principal balance of the estimated prepayment. Each Purchaser may reject all (but not less than all) Swingline Loans until paid in full, second, to repay the outstanding principal balance of its pro rata share of the Revolving Loans and Swingline Loans without a corresponding permanent reduction in the Revolving Credit Commitments until paid in full, and third, to provide cash collateral for the L/C Obligations to the extent and in the manner provided in Section 9.3, and then, any mandatory prepayment of Notes required to excess shall be made pursuant to Section 2.7(b)(i) retained by the Borrowerin each case, without a corresponding permanent reduction in the Revolving Credit Commitments; and (ii) (such declined amountsin the case of Section 2.8(d), the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent and the Issuer, no later than 2:00 p.m. one (1) Business Day prior to the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Agent within the time frame specified above, any such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the repay the outstanding principal amount balance of the NotesSwingline Loans until paid in full, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce repay the outstanding principal balance of the Revolving Loans without a corresponding permanent reduction in the Revolving Credit Commitments until paid in full, and third, to provide cash collateral for the L/C Obligations to the extent and in the manner provided in Section 9.3, in each case, without a corresponding permanent reduction in the Revolving Credit Commitments. All prepayments pursuant to this Section 2.12(b) that are to be applied to the Term Loans shall be applied pro rata between the Initial Term Loans, the First Amendment Incremental Term Loans, the Second Amendment Incremental Term Loans, the Third Amendment Incremental Term Loans and the Delayed-Draw Term Loans. Notwithstanding anything to the contrary in clause (i) above, (A) any Net Cash Proceeds arising from any Sale of assets by, or any Property Loss Event with respect to the assets of, the U.K. Subsidiaries may, at the election of the U.S. Borrower as notified in writing to the Administrative Agent, be allocated solely to the Sterling Term Loan Facility, (B) the allocation as among the Term Loan Facilities set forth above may be adjusted by the amount Borrowers in such manner as the U.S. Borrower shall reasonably determine to give effect to Section 2.8(e), as such determination is notified in writing to the Administrative Agent and (C) in the case of such prepayment. Each any prepayment under Section 2.8(b) arising from the incurrence of any Replacement Loans, such prepayment shall be applied allocated to such Term Loan Facility (or, if applicable, such Term Loan Facilities) as shall constitute the Refinanced Loans with respect thereto, as notified by the U.S. Borrower in writing to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyAdministrative Agent.