Common use of Application of Mandatory Prepayments Clause in Contracts

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

Application of Mandatory Prepayments. The Issuer Except as set forth in Section 10.3, all amounts required to be paid pursuant to this Section 4.3 (other than the IPO Prepayment Amount and the First Amendment Acquisition Prepayment) shall provide be applied by the Agent and each Purchaser with written notice of any payment to be made the succeeding scheduled principal installments due under this Section 2.07(b) at least two the Closing Date Term Loan Facility (2) Business Days prior to the date such payment is First Amendment Effective Date) and the Term Loan Facility (on and after the First Amendment Effective Date) in direct order of maturity. All of the IPO Prepayment Amount payable in respect of the Closing Date Term Loan Facility shall be applied by the Agent to the succeeding scheduled principal installments due under the Closing Date Term Loan Facility in the inverse order of maturity (including, for the avoidance of doubt, the installment due on the Stated Termination Date). All of the First Amendment Acquisition Prepayment payable in respect of the Term Loan Facility shall be applied by the Agent to the succeeding scheduled principal installments due under the Term Loan Facility in the inverse order of maturity (including, for the avoidance of doubt, the installment due on the Stated Termination Date). All amounts required to be under paid pursuant to this Section 2.07(b)4.3 shall be accompanied by any accrued interest and other amounts as required by Sections 3.1, 4.2 and 5.4. The Administrative Any Lender may elect, by written notice to the Agent will promptly notify each Purchaser holding Notes at or prior 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 3:00 p.m. one Business Day prior to any mandatory prepayment of Notes Term Loans required to be made by the Borrower pursuant to Section 2.7(b)(i4.3(b) and or (iic), to decline all (or any portion) of its Pro Rata Share of such prepayment (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds (other than Declined Proceeds in respect of the First Amendment Acquisition Prepayment) shall be offered to other Lenders in the manner specified by providing written notice the Agent, with any further Declined Proceeds to then be retained and used by the Borrower as follows: (each, a “Rejection Notice”i) 50% of such Declined Proceeds to be used by the Borrower for any purpose permitted hereunder and (ii) 50% of such Declined Proceeds to be applied to the Agent and Loans (as defined in the Issuer, no later than 2:00 p.m. one (1ABL Credit Agreement) Business Day prior to under the date of such prepaymentABL Credit Agreement. If a Purchaser any Lender fails to deliver a Rejection Notice notice to the Agent of its election to decline receipt of its Pro Rata Share of any mandatory prepayment within the time frame specified aboveby the Agent, any such failure will be deemed to constitute an acceptance of such Xxxxxx’s Pro Rata Share of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyTerm Loans.

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

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

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

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

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

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

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

Application of Mandatory Prepayments. The Issuer Each prepayment made pursuant to the foregoing provisions of this Section 2.5(b) shall provide be applied as follows: (1) First, to the payment of any fees due and payable to the Super Priority Agent and each Purchaser with written notice the Super Priority Lenders pursuant to the terms of the Fee Letter and any payment documented fees and expenses of the Super Priority Agent (to be made under this Section 2.07(bthe extent due and payable), its counsel, its counsel’s financial advisors to the extent the Borrower has insufficient Cash Availability (in excess of the Cash Availability Threshold) at least two to pay such amounts on the date of such prepayment (subject to the approval in writing by the Super Priority Agent in its sole discretion); (2) Business Days prior Second, to fund the Agent Controlled Account until the total amount on deposit and available for disbursement in such Agent Controlled Account equals $7,750,000; (3) Third, ratably to the date outstanding Loans, until the Loans have been paid in full; and (4) Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to the Indebtedness under the Existing Credit Agreement in accordance with the terms thereof and of the Existing Loan Subordination Agreement in respect thereof. (viii) Notwithstanding anything to the contrary contained in Section 2.5(b)(ii), (iii) or (iv), to the extent attributable to a Disposition, Extraordinary Receipt or incurrence or issuance of Indebtedness by a Non-Guarantor Subsidiary that is not wholly-owned (directly or indirectly) by a Loan Party, no prepayment (or a portion thereof) required under Sections 2.5(b)(ii), (iii) or (iv) shall be made if such payment prepayment (or portion thereof, or any distribution to permit such payment), at the time it is required to be made, is subject to material permissibility restrictions under this Section 2.07(b). The Administrative Agent will promptly notify each Purchaser holding Notes to be prepaid the Organization Documents 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 effect prior to the date of this Agreement, or a Contractual Obligation with the minority owner, of such prepayment. If a Purchaser fails to deliver a Rejection Notice Non- Guarantor Subsidiary in effect prior to the Agent within date of this Agreement, provided that the time frame specified above, any Loan Parties and their Subsidiaries shall make commercially reasonable efforts with respect to such failure will be deemed an acceptance limitations (including using commercially reasonable efforts to obtain the consent of the total amount of relevant minority owner) to make such mandatory prepayment of Notes(or portion thereof) in accordance therewith. Any Declined Proceeds may be retained by Notwithstanding anything in the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant preceding sentence to the NPA. Subject contrary, in the event either (x) the limitations or restrictions described therein cease to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, apply 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.(or 26 502181848 v5 1205867.00001

Application of Mandatory Prepayments. The Issuer Except as set forth in Section 10.3, all amounts required to be paid pursuant to this Section 4.3 (other than the IPO Prepayment Amount, the First Amendment Acquisition Prepayment and the [**]) shall provide be applied by the Agent and each Purchaser with written notice of any payment to be made the succeeding scheduled principal installments due under this Section 2.07(b) at least two the Closing Date Term Loan Facility (2) Business Days prior to the date such payment is First Amendment Effective Date) and the Term Loan Facility (on and after the First Amendment Effective Date) in direct order of maturity. All of the IPO Prepayment Amount payable in respect of the Closing Date Term Loan Facility shall be applied by the Agent to the succeeding scheduled principal installments due under the Closing Date Term Loan Facility in the inverse order of maturity (including, for the avoidance of doubt, the installment due on the Stated Termination Date). All of the First Amendment Acquisition Prepayment and [**] payable in respect of the Term Loan Facility shall be applied by the Agent to the succeeding scheduled principal installments due under the Term Loan Facility in the inverse order of maturity (including, for the avoidance of doubt, the installment due on the Stated Termination Date). All amounts required to be under paid pursuant to this Section 2.07(b)4.3 shall be accompanied by any accrued interest and other amounts as required by Sections 3.1, 4.2 and 5.4. The Administrative Any Lender may elect, by written notice to the Agent will promptly notify each Purchaser holding Notes at or prior 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 3:00 p.m. one Business Day prior to any mandatory prepayment of Notes Term Loans required to be made by the Borrower pursuant to Section 2.7(b)(i4.3(b) and or (iic), to decline all (or any portion) of its Pro Rata Share of such prepayment (such declined amounts, the “Declined Proceeds”), in which case such Declined Proceeds (other than Declined Proceeds in respect of the First Amendment Acquisition Prepayment) shall be offered to other Lenders in the manner specified by providing written notice the Agent, with any further Declined Proceeds ( [**] to then be retained and used by the Borrower as follows: (each, a “Rejection Notice”A) 50% of such Declined Proceeds to be used by the Borrower for any purpose permitted hereunder and (B) 50% of such Declined Proceeds to be applied to the Agent and Loans (as defined in the Issuer, no later than 2:00 p.m. one (1ABL Credit Agreement) Business Day prior to under the date of such prepaymentABL Credit Agreement. [**]. If a Purchaser any Lender fails to deliver a Rejection Notice notice to the Agent of its election to decline receipt of its Pro Rata Share of any mandatory prepayment (other than the [**] within the time frame specified aboveby the Agent, any such failure will be deemed to constitute an acceptance [**] of such Xxxxxx’s Pro Rata Share of the total amount of such mandatory prepayment of Notes. Any Declined Proceeds may be retained by the Issuer unless required to be applied to pay the Lockheed Xxxxxx Senior Secured Notes, pursuant to the NPA. Subject to Section 2.12 of the Intercreditor Agreement, all prepayments under this Section 2.07(b) not constituting Declined Proceeds shall be applied first, to prepay the outstanding principal amount of the Notes, the accrued but unpaid interest thereon and any applicable Call Premium and second, to permanently reduce the Commitments by the amount of such prepayment. Each such prepayment shall be applied to the Notes and Commitments of the Purchasers in accordance with their respective pro rata share in respect of the Notes and Commitments, respectivelyTerm Loans.