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 ▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇ 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 (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 ▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇ 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 (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 ▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇ 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(b2.6(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 ▇▇▇▇▇▇ 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 (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 ▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇ 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 (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 ▇▇▇▇▇▇ 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 ▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇ Senior Secured Notes, pursuant to the NPANPA and/or the Bridge Notes pursuant to the Bridge Note Purchase Agreement. 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 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 ▇▇▇▇▇▇ 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 (1) Unless otherwise set forth above in Section 2.5(a), Section 2.5(b)(i), (ii), (iii) 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 iv), 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) first, to be prepaid the outstanding Term Loans and Term Loan Collateral, as follows: (i) to the extent the outstanding principal amount under the Term Loans and the Reindeer Facility, both before and after giving effect to such optional prepayment, is greater than $300,000,000 and there are more than fifteen (15) Pledged Mortgage Assets, as the Borrowers may direct 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) their discretion and (ii) (such declined amounts, the “Declined Proceeds”) by providing written notice (each, a “Rejection Notice”) to the Agent extent the outstanding principal amount under the Term Loans and the IssuerReindeer Facility, no later either before or after giving effect to such optional prepayment, is less than 2:00 p.m. one or equal to $300,000,000 or there are less than or equal to fifteen (115) Business Day prior to Pledged Mortgage Assets, as the date of such prepayment. If a Purchaser fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified abovemay elect in its reasonable discretion, 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 ▇▇▇▇▇▇ 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 in each case until the outstanding principal amount of the NotesTerm Loans has been paid and full and (B) second, to the accrued outstanding Revolving Loans and Revolving Loan Collateral in such manner as the Borrower may elect in its discretion until the outstanding principal amount of the Revolving Loans has been paid in full. 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 shall be subject to Section 2.13 and be accompanied by interest on the principal amount prepaid through the date of prepayment, but unpaid interest thereon otherwise without premium or penalty; and (2) All amounts required to be paid pursuant to this Section shall be deposited in the Collection Account and shall be accompanied by any applicable costs incurred pursuant to Section 2.13 (if any) 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, respectivelyinterest payments.

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 ▇▇▇▇▇▇ 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 (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 ▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇ 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 Company shall deliver to the Administrative Agent, no later than the date that is fifteen (15) Business Days prior to any prepayment required by subclauses (a), (b), (c), (d) or (e) of subsection 2.4B(iii) (unless delivery by such date is not practicable, in which case the Company shall deliver the same as soon as practicable), a certificate of a Responsible Officer setting forth (a) in reasonable detail the calculation of the amount of such prepayment and (b) the anticipated prepayment date therefor (which information the Administrative Agent shall promptly provide to the Agent and each Purchaser with written notice of any payment Lenders). Any amount required to be made under this Section 2.07(bapplied as a prepayment of Loans pursuant to subclauses (a), (b), (c), (d) or (e) of subsection 2.4B(iii) shall be applied to prepay the Term Loans (and shall be applied to prepay the Term Loans on a ratable basis, regardless of whether such Term Loans are Eurodollar Rate Loans or Base Rate Loans and, in the case of Eurodollar Rate Loans, regardless of the Interest Period therefor); provided that any Lender may elect, by notice to the Administrative Agent by telephone (confirmed by facsimile) at least two five (25) Business Days prior to the date applicable prepayment date, to decline all or any portion of any prepayment of its Term Loans pursuant to subclauses (a), (b), (c), (d) or (e) of subsection 2.4B(iii), in which case the aggregate amount of the prepayment that would have been applied to prepay such Term Loans but was so declined shall be applied as an offer to prepay the Holdings Term Loan under and in accordance with the Holdings Credit Agreement, provided that such payment is required to be under this Section 2.07(b)not prohibited by the Revolving Credit Agreement. 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 Any voluntary prepayments pursuant to Section 2.7(b)(isubsection 2.4B(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 ▇▇▇▇▇▇ Senior Secured Notes, as a prepayment of Term Loans pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(bsubsection 2.4B(iii) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount Term Loans of the Notes, Lenders in accordance with the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepaymentLenders Pro Rata Shares. Each such prepayment shall be applied made subject to the Notes and Commitments requirements of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively.subsection 2.6D.

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 ▇▇▇▇▇▇ 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 (a) All mandatory prepayments from Net Asset Sale Proceeds that result from a sale or, disposition of, or payment with written notice of respect to, 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 Specified Term Loan B Assets shall be applied first, to repay the outstanding principal amount of the Term Loan B (and such repayment shall reduce future scheduled repayments of the Term Loan B pursuant to subsection 3.2.1(b) on a pro rata basis), PROVIDED, that, at the time of such prepayment notice and of such Purchaser’s pro rata share prepayment, each of the estimated prepayment. Each Purchaser may reject all (but not less than all) of its pro rata share of Blocking Provisions is then satisfied, and any mandatory prepayment of Notes required to the Term Loan B described in this paragraph (a) that cannot be made due to the failure to meet any of the Blocking Provisions shall not result in an Event of Default, second, to reduce the outstanding principal balance of the Swing Line Loans, third, to reduce the outstanding principal balance of the Revolving Credit Loans, but without a permanent reduction of the Revolving Credit Commitments, and fourth, to cash collateralize any then issued and outstanding Letters of Credit, Acceptance and LC Guaranties. (b) All mandatory prepayments from Net Debt Proceeds and Net Asset Sale Proceeds that result from a sale or disposition of assets, other than Accounts, Inventory, the Specified Term Loan B Assets or, until such time as the Trademark Advance Limit has been reduced to zero, the Eligible Trademarks, shall be applied first, to repay the outstanding principal amount of the Term Loan B (and such repayment shall reduce future scheduled repayments of the Term Loan B pursuant to Section 2.7(b)(isubsection 3.2.1(b) and (ii) (such declined amountson a pro rata basis), PROVIDED, that, at 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 time 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 each of the total amount of such Blocking Provisions is then satisfied, and any mandatory prepayment of Notes. Any Declined Proceeds may the Term Loan B described in this paragraph (b) that cannot be retained by the Issuer unless required to be applied to pay the Lockheed ▇▇▇▇▇▇ Senior Secured Notes, pursuant made due to the NPA. Subject failure to Section 2.12 meet any of the Intercreditor AgreementBlocking Provisions shall not result in an Event of Default, all second, to reduce the outstanding principal balance of the Swing Line Loans, third, to reduce the outstanding principal balance of the Revolving Credit Loans, but without a permanent reduction of the Revolving Credit Commitments, and fourth, to cash collateralize any then issued and outstanding Letters of Credit, Acceptance and LC Guaranties. (c) All mandatory prepayments under this Section 2.07(b) not constituting Declined from Net Equity Proceeds shall be applied first, to prepay repay the outstanding principal amount of the NotesTerm Loan B (and such repayment shall reduce future scheduled repayments of the Term Loan B pursuant to subsection 3.2.1(b) on a pro rata basis), PROVIDED, that, at the accrued but unpaid interest thereon time of such prepayment, each of the Blocking Provisions is then satisfied, and any applicable Call Premium and mandatory prepayment of the Term Loan B described in this paragraph (c) that cannot be made due to the failure to meet any of the Blocking Provisions shall not result in an Event of Default, second, to permanently reduce the Commitments by outstanding principal balance of the amount Swing Line Loans, third, to reduce the outstanding principal balance of such prepayment. Each such prepayment the Revolving Credit Loans, but without a permanent reduction of the Revolving Credit Commitments, and fourth, to cash collateralize any then issued and outstanding Letters of Credit, Acceptance and LC Guaranties. (d) All mandatory prepayments from 25% of Consolidated Excess Cash Flow payable with respect to the Term Loan B shall be applied to repay the Notes and Commitments outstanding principal amount of the Purchasers in accordance with their respective Term Loan B (and such repayment shall reduce future scheduled repayments of the Term Loan B pursuant to subsection 3.2.1(b) on a pro rata share in respect basis); PROVIDED, that at the time of such prepayment, each of the Notes Blocking Provisions is then satisfied; provided, that, solely for purposes of this paragraph (d), the minimum Availability amount in clause (x) of the definition of Blocking Provisions shall be $35,000,000, and any mandatory prepayment of the Term Loan B described in this paragraph (d) that cannot be made due to the failure to meet any of the Blocking Provisions shall not result in an Event of Default. (e) All mandatory prepayments from Net Condemnation Proceeds, Net Asset Sale Proceeds that result from a sale or disposition of Accounts, Inventory or, until such time as the Trademark Advance Limit has been reduced to zero, the Eligible Trademarks, or pursuant to subsection 3.3.4 shall be applied first, to reduce the outstanding principal balance of the Swing Line Loans, second, to reduce the outstanding principal balance of the Revolving Credit Loans, but without a permanent reduction of the Revolving Credit Commitments, respectively.third, to cash collateralize any then issued and outstanding Letters of Credit, Acceptance and LC Guaranties, fourth, to repay the outstanding principal amount of the Term Loan B (and such repayment shall reduce future scheduled repayments of the Term Loan B pursuant to subsection 3.2.1

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 ▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇ 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 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 ▇▇▇▇▇▇ 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 (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 ▇▇▇▇▇▇ 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) 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 ▇▇▇▇▇▇ 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 Company shall deliver to the Administrative Agent, no later than the date that is fifteen (15) Business Days prior to any prepayment required by subclauses (a), (b), (c), (d) or (e) of subsection 2.4B(iii) (unless delivery by such date is not practicable, in which case the Company shall deliver the same as soon as practicable), a certificate of a Responsible Officer setting forth (a) in reasonable detail the calculation of the amount of such prepayment and (b) the anticipated prepayment date therefor (which information the Administrative Agent shall promptly provide to the Agent and each Purchaser with written notice of any payment Lenders). Any amount required to be made under this Section 2.07(bapplied as a prepayment of Term Loans pursuant to subclauses (a), (b), (c), (d) or (e) of subsection 2.4B(iii) shall be applied to prepay the Term Loans; provided that any Lender may elect, by notice to the Administrative Agent by telephone (confirmed by facsimile) at least two five (25) Business Days prior to the date applicable prepayment date, to decline all or any portion of any prepayment of its Term Loans pursuant to subclauses (a), (b), (c), (d) or (e) of subsection 2.4B(iii), in which case the aggregate amount of the prepayment that would have been applied to prepay such Term Loans but was so declined shall be applied as an offer to prepay the Holdings Term Loan under and in accordance with the Holdings Credit Agreement, provided that such payment is required to be under this Section 2.07(b)not prohibited by the Revolving Credit Agreement. 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 Any voluntary prepayments pursuant to Section 2.7(b)(isubsection 2.4B(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 ▇▇▇▇▇▇ Senior Secured Notes, as a prepayment of Term Loans pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(bsubsection 2.4B(iii) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount Term Loans of the Notes, Lenders in accordance with the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepaymentLenders Pro Rata Shares. Each such prepayment shall be applied made subject to the Notes and Commitments requirements of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectively.subsection 2.6D.