Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when When any Borrower sells or otherwise disposes of any Collateral resulting in Net Disposition Proceeds in excess of $500,000 in the aggregate in any fiscal year, other than Inventory in the Ordinary Course of BusinessBusiness or Dispositions otherwise permitted under Section 7.1, Borrowers shall repay the Advances in an amount equal to the net proceeds Net Disposition Proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions)sale, such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans Loan in the inverse order of the maturities thereof, and (zy) thirdsecond, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to re-borrow Revolving Advances in accordance with the terms hereof. (b) Notwithstanding the foregoing, with respect to any Net Disposition Proceeds which would otherwise give rise to a prepayment under Section 2.20(a), so long as no Event of Default shall have occurred and be continuing and the Borrowing Agent shall have notified Agent within two (2) Business Days following receipt of such Net Disposition Proceeds of the applicable Loan Party’s or its Subsidiary’s election to reinvest all or any portion of such Net Disposition Proceeds in fixed or capital assets or other assets useful to the business of the Loan Parties and their Subsidiaries, then such Net Disposition Proceeds shall be applied by Agent to the Revolving Advances and Agent shall implement a reserve equal to the amount of such Net Disposition Proceeds pursuant to Section 2.1(a)(y)(vi). Borrowers may request Revolving Advances in the amount of the Net Disposition Proceeds (or such portion thereof) to pay the actual cost of reinvestment and the reserve with respect to such amount shall be released and shall be available to Borrowers as a Revolving Advance, so long as (i) Borrowers have sufficient Undrawn Availability (after giving effect to the release of the reserve for such amount) to cause such Revolving Advances to be made, (ii) all conditions to funding sent forth in Section 8.2 or 8.3 (as applicable) of this Agreement have been satisfied and (iii) Borrowers agree to use the proceeds of the Revolving Advances to pay the cost of such cost of reinvestment. The foregoing shall not be deemed to be implied consent to any Disposition or other transaction prohibited by the terms and conditions of this Agreement or any Other Document. (c) Borrowers shall prepay the outstanding amount of the Term Loans in an amount equal to twenty-five percent (25%) of Excess Cash Flow for each fiscal year beginning with the fiscal year ending December 31, 2022, payable upon delivery of the financial statements to Agent referred to in and required by Section 9.7 for such fiscal year but in any event not later than one hundred twenty (120) days after the end of each such fiscal year, which amount shall be applied to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof. In the event that the financial statements are not so delivered, then a calculation based upon estimated amounts shall be made by Agent upon which calculation Borrowers shall make the prepayment required by this Section 2.20(c), subject to adjustment when the financial statements are delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any rights Agent or Lenders may have as a result of the failure by Borrowers to deliver such financial statements. (d) In the event of any issuance or other incurrence of Indebtedness (other than Permitted Indebtedness) by Borrowers, Borrowers shall, no later than three (3) Business Days after the receipt by Borrowers of the cash proceeds from any such issuance or incurrence of Indebtedness, repay the Advances in an amount equal to one hundred percent (100.00%) of such cash proceeds in the case of such incurrence or issuance of Indebtedness. Such repayments will be applied (x) first, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof and (y) second, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (2e) a new Other than pursuant to any issuance of Equity Interests of Borrowers (i) contemplated by Section 2.20(d6.5(d), (ii) used to fund Capital Expenditures not to exceed $4,000,000 per fiscal year or (iii) used to fund Permitted Acquisitions, Borrowers shall provide Agent within ten (10) days’ written notice of such issuance of Equity Interests, and Agent in its sole discretion, within such ten (10) day period, may request an appraisal of Equipment and Real Property to determine if the then outstanding balance of the Term Loan exceeds the Term Loan Collateral Amount at the time of such issuance of Equity Interests. If Agent does not order an appraisal of the Equipment and Real Property, then one hundred percent (100.00%) of the net cash proceeds received from the issuance of Equity Interests shall be added applied to the Revolving Advances. If Agent orders an appraisal of the Equipment and Real Property and the Term Loan Collateral Amount exceeds the then outstanding balance of the Term Loan, then one hundred percent (100.00%) of such net cash proceeds received from the issuance of Equity Interests shall be applied to the Revolving Advances. If Agent orders an appraisal of the Equipment and Real Property and the then outstanding balance of the Term Loan exceeds the Term Loan Collateral Amount, then one hundred percent (100.00%) of such net cash proceeds received from the issuance of Equity Interests shall be applied (x) first, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof until the outstanding balance of the Term Loan is equal to the Term Loan Collateral Amount and (y) second, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as follows:Agent may determine subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (f) All proceeds received by Borrowers or Agent (i) under any insurance policy on account of damage or destruction of any assets or property of any Borrowers, or (ii) as a result of any taking or condemnation of any assets or property shall be applied in accordance with Section 6.6.

Mandatory Prepayments. Section 2.20 of (i) If the Loan Agreement shall be amended by amending Section 2.20(aAdministrative Agent notifies a Borrower at any time that (x) and adding the Revolving Credit Exposure under a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in Revolving Credit Facility at such time exceeds an amount equal to 100% of the net proceeds of Revolving Commitments for such sale (i.e.Revolving Credit Facility then in effect, gross proceeds less the reasonable direct costs of such sales or other dispositions)then, such repayments to be made promptly but in no event more than three (3) within two Business Days following after receipt of such net proceedsnotice, and until the date relevant Borrower shall prepay Revolving Loans of payment, such proceeds shall be held Borrower under such Revolving Credit Facility and/or Cash Collateralize the L/C Exposure in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments respect of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit issued for the account of such Borrower in accordance with an aggregate amount sufficient to reduce such Revolving Credit Exposure as of such date of payment to an amount not to exceed 100% of the Revolving Commitments then in effect under such Revolving Credit Facility; provided, however, that, subject to the provisions of Section 3.2(b2.05(g)(ii), provided however that if no Default or Event of Default has occurred and is continuing, such repayments Borrower shall be applied required to cash collateralize Cash Collateralize the L/C Exposures pursuant to this Section 2.10(b) unless, after the prepayment in full of the Revolving Loans under the applicable Revolving Credit Facility, the Revolving Credit Exposure under such Revolving Credit Facility exceeds the Revolving Commitments then in effect under such Revolving Credit Facility. (ii) (A) If the Company or any Obligations related Subsidiary receives any Net Cash Proceeds from any Asset Sale or Casualty Event, the Borrowers shall apply an amount equal to outstanding Letters 100% of Credit lastsuch Net Cash Proceeds (in the case of an Asset Sale by a Foreign Subsidiary, net of additional taxes payable (or that would be payable if the Net Cash Proceeds were repatriated to the United States) in such order or reserved against as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances a result thereof) in accordance with Section 2.10(b)(vi) on or prior to the terms hereof. date which is ten (210) a new Section 2.20(d) Business Days after the date of the realization or receipt of such Net Cash Proceeds; provided that no such prepayment shall be added as follows:required pursuant to this Section 2.10(b)(ii)(A) with respect to such Net Cash Proceeds that the Company or a Subsidiary shall reinvest in accordance with Section 2.10(b)(ii)(B).

Mandatory Prepayments. Section 2.20 of Mandatory prepayments on the Loan Agreement shall Obligations will be amended paid by amending Section 2.20(a) and adding a new Section 2.20(d), each as followsthe Administrative Agent to the Lenders ratably in accordance with their respective interests therein; provided that: (1A) Section 2.20(aMandatory prepayments in respect of the Revolving Commitments under subsection (b)(i)(A) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments above shall be applied to the outstanding Advances respective Revolving Obligations as appropriate. (B) Mandatory prepayments in respect of Subject Dispositions and Involuntary Dispositions under subsection (b)(ii) above, Indebtedness under subsection (b)(iii) and Consolidated Excess Cash Flow under subsection (b)(iv) above shall be applied (i) first to the Term A Loans and Term B Loans (pro rata based on the amount of each such tranche of Loans then outstanding), and with respect to (x) firstTerm A Loans, first in direct order of maturity in respect of the principal amortization payments under Section 2.05(c) due on the Term A Loans within the twelve (12) months following such prepayment, and second pro rata to the outstanding remaining principal amortization installments of under Section 2.05(c) on the Term Loans A Loans, until paid in the inverse order of the maturities thereoffull, (y) secondTerm B Loans, to the outstanding principal installments first in direct order of maturity in respect of the Equipment principal amortization payments under Section 2.05(d) due on the Term B Loans in within the inverse order of the maturities thereoftwelve (12) months following such prepayment, and (z) third, second pro rata to the remaining Advances principal amortization installments under Section 2.05(d) on the Term B Loans, until paid in full, then (including cash collateralization ii) to the Revolving Obligations (without permanent reduction of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(bRevolving Commitments), ; provided however that if no Default any events in subsection (b)(ii) or Event subsection (b)(iii) occur prior to the Funding Date and on or following the Closing Date, then the amount that would have otherwise been required to be used to make prepayments of Default has occurred and is continuing, such repayments the Loans shall be applied first, to cash collateralize any Obligations related reduce the Term A Loan Commitments and Term B Loan Commitments and second to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow reduce the Revolving Advances in accordance with the terms hereofCommitments. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 Sections 2.20(a) and 2.20(b) of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its their entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (zy) thirdsecond, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (2b) a new In the event of (x) any issuance or other incurrence of Indebtedness (other than Indebtedness described in the definition of Permitted Indebtedness) by Borrowers, (y) the issuance of any Equity Interests by any Borrower, or (z) the receipt by any Borrower of the proceeds of any grant, Borrowers shall, no later than three (3) Business Days after the receipt by Borrowers of (i) the cash proceeds from any such issuance or incurrence of Indebtedness, (ii) the net cash proceeds of any issuance of Equity Interests, or (iii) the cash proceeds of any such grants, as applicable, repay the Advances in an amount equal to (x) one hundred percent (100%) of such cash proceeds in the case of such incurrence or issuance of Indebtedness, (y) one hundred percent (100%) of such net cash proceeds in the case of an issuance of Equity Interests, and (z) one hundred percent (100%) of such cash proceeds in the case of receipt of proceeds of grants. Such repayments will be applied in the same manner as set forth in Section 2.20(d2.20(a) hereof. The foregoing requirements regarding proceeds of grants shall be added as follows:not apply to the extent that they would require Borrowers to violate the terms of any grant agreement restricting the use of proceeds of such grant.

Mandatory Prepayments. Section 2.20 of (a) The Borrowers shall prepay the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as followsLoans in accordance with the following: (1i) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes Substantially concurrently with the incurrence of any Collateral Indebtedness by any Loan Party or any of its Subsidiaries (other than Inventory in Indebtedness permitted under Section 9.01), the Ordinary Course of Business, Borrowers shall repay prepay the Advances Term Loans together with the applicable Prepayment Premium in an amount equal to one hundred percent (100%) of the net proceeds of such sale (i.e.applicable Net Debt Proceeds, gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but applied as set forth in no event more than three Section 4.02(b). Nothing in this Section 4.02(a)(i) shall be construed to permit or waive any Default or Event of Default arising from any incurrence of Indebtedness not permitted under the terms of this Loan Agreement. (3ii) Within five (5) Business Days following of the receipt by any Loan Party or any of such net proceedsits Subsidiaries of any proceeds from any Disposition under Section 9.04(b), and until the date of payment, such proceeds Borrowers shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of prepay the Term Loans in the inverse order an amount equal to one hundred percent (100%) of the maturities thereofNet Disposition Proceeds from such Dispositions that, in the aggregate, exceed $500,000 per fiscal year, to be applied as set forth in Section 4.02(b); provided, however, that the Borrowers may, at Administrative Borrower’s option by written notice to the Administrative Agent on or prior to the date that is five (5) Business Days after receipt of such Net Disposition Proceeds, within twelve (12) months after such event, reinvest or commit to reinvest such Net Disposition Proceeds in assets to be used in the business of the Borrowers so long as (A) the aggregate amount of Net Disposition Proceeds reinvested by the Borrowers at any time after the Closing Date pursuant to this clause (ii) shall not exceed $2,500,000 during any fiscal year, (yB) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, and the Administrative Borrower certifies in writing to the Administrative Agent that no Default or Event of Default has occurred and is continuing and (C) such repayments Net Disposition Proceeds are held in an account subject to an Account Control Agreement while awaiting reinvestment. Nothing in this Section 4.02(a)(ii) shall be applied construed to cash collateralize permit or waive any Obligations related to outstanding Letters Default or Event of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with Default arising from any Disposition not permitted under the terms hereofof this Loan Agreement. (2iii) a new Within five (5) Business Days of the receipt by any Loan Party or any of its Subsidiaries of any proceeds from Casualty Events that, in the aggregate, exceed $500,000 per fiscal year, the Borrowers shall prepay the Term Loans in an amount equal to one hundred percent (100%) of such Net Casualty Proceeds, to be applied as set forth in Section 2.20(d4.02(b); provided, however, that the Borrowers may, at Administrative Borrower’s option by written notice to the Agents no later than twelve (12) months following the occurrence of the Casualty Event resulting in such Net Casualty Proceeds, apply such Net Casualty Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property or otherwise in the business of Borrowers so long as such Net Casualty Proceeds are in fact used or are committed to be used to rebuild or replace the damaged, destroyed or condemned assets or property or otherwise useful in the business of Borrowers within such twelve (12) months following the receipt of such Net Casualty Proceeds, with the amount of Net Casualty Proceeds not so used after such period to be applied as set forth in Section 4.02(b); so long as (A) the aggregate amount of Net Casualty Proceeds reinvested by the Borrowers at any time after the Closing Date pursuant to this clause (iii) shall not exceed $2,500,000 during any fiscal year, (B) no Default or Event of Default has occurred and is continuing, and the Administrative Borrower certifies in writing to the Administrative Agent that no Default or Event of Default has occurred and is continuing and (C) such Net Casualty Proceeds are held in an account subject to an Account Control Agreement while awaiting reinvestment. Nothing in this Section 4.02(a)(iii) shall be added construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any Casualty Event. (iv) Within five (5) Business Days of the receipt by any Loan Party or any of its Subsidiaries of (A) any Net Equity Proceeds which exceed $20,000,000 in the aggregate over the life of this Loan Agreement from one or more Specified Issuances, the Borrowers shall prepay the Term Loans in an amount equal to fifty percent (50%) of such Net Equity Proceeds, to be applied as follows:set forth in Section 4.02(b) or (B) any Net Equity Proceeds from any Equity Cure Investment, the Borrowers shall prepay the Term Loans in an amount equal to one hundred percent (100%) of such Net Equity Proceeds, to be applied as set forth in Section 4.02(b). Nothing in this Section 4.02(a)(iv) shall be construed to permit or waive any Default or Event of Default arising, directly or indirectly, from any issuance of Capital Stock that is not permitted under the terms of this Loan Agreement. (v) Within five (5) Business Days of the receipt by or on behalf of any Loan Party or any Affiliate of any Loan Party of the net cash proceeds of any tax refunds, the Borrowers shall prepay the Term Loans in an amount equal to one hundred percent (100%) of all such net cash proceeds of tax refunds, to be applied as set forth in Section 4.02(b). (vi) For each fiscal year of Spark, commencing with the fiscal year ending December 31, 2019 (limited to the period from the Closing Date through December 31, 2019 for such fiscal year), on the date that is five (5) Business Days after the earlier of (A) the date upon which annual financial statements are required to be delivered pursuant to Section 8.01(c) for such fiscal year and (B) the date upon which annual financial statements are actually delivered pursuant to Section 8.01(c) for such fiscal year, (x) the Administrative Borrower shall deliver to the Administrative Agent a written calculation of Consolidated Excess Cash Flow for the applicable fiscal year, certified by an Authorized Officer of the Borrower, and (y) the Borrowers shall prepay the Term Loan in amounts attributable to the Term Loan equal to the Term Loan ECF Percentage of Consolidated Excess Cash Flow for such fiscal year; provided that all (x) voluntary prepayments of the Term Loans paid in cash during the applicable fiscal year and (y) voluntary prepayments of Revolving Loans paid in cash during the applicable fiscal year to the extent accompanied by a permanent reduction of the Revolving Loan Commitment, will reduce the amount of prepayments required to be made pursuant to this Section 4.02(a)(vi) on a dollar-for-dollar basis. Calculations of amounts payable under this Section 4.02(a)(vi) shall be based on the annual financial statements for Spark and its Subsidiaries for the applicable fiscal year. Prepayments of Term Loan under this Section 4.02(a)(vi) shall be applied, in each case, in the inverse order of maturity on a dollar for dollar basis, and shall be made, in each case, pro rata among the applicable Lenders. (vii) Notwithstanding anything to the contrary herein, immediately upon any acceleration of any Obligations pursuant to Section 10.02, (whether before, during or after the commencement of any proceeding under the Bankruptcy Code involving the Borrowers or any other Loan Party), the Borrowers shall immediately repay all the Loans together with the applicable Prepayment Premium, unless only a portion of the Loans is so accelerated (in which case the portion so accelerated shall be so repaid together with the applicable Prepayment Premium). The parties hereto acknowledge and agree that the Prepayment Premium referred to in this Section 4.02(a)(vii) (i) is additional consideration for providing the Loans, (ii) constitutes reasonable liquidated damages to compensate the Lenders for (and is a proportionate quantification of) the actual loss of the anticipated stream of interest payments upon an early prepayment of the Loans (such damages being otherwise impossible to ascertain or even estimate for various reasons, including, without limitation, because such damages would depend on, among other things, (x) when the Loans might otherwise be repaid and (y) future changes in interest rates which are not readily ascertainable on the Closing Date), and (iii) is not a penalty to punish the Borrowers for their early prepayment of the Loans or for the occurrence of any Event of Default. (viii) Concurrently with any Change of Control, the Borrowers shall repay all of the Loans together with the applicable Prepayment Premium and all other outstanding Obligations.

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject On each date on which Agent actually receives a distribution of Net Proceeds and if Agent is not required to make such Net Proceeds available to Borrower for the Restoration of the Property pursuant to Section 7.1 hereof5.3, when any Borrower sells Agent may, in its sole and absolute discretion, elect to either make the Net Proceeds available for Restoration pursuant to Section 5.3 or otherwise disposes use the Net Proceeds to prepay, without premium or penalty (including the Spread Maintenance Premium), the outstanding principal balance of any Collateral the Note in an amount equal to one hundred percent (100%) of such Net Proceeds. Any prepayment received by Agent for the ratable benefit and account of the Lenders and pursuant to this Section 2.5.2 on a date other than Inventory a Payment Date shall be held by Agent as collateral security for the Loan in an interest bearing account, with such interest accruing to the Ordinary Course benefit of BusinessBorrower, Borrowers and shall repay be applied by Agent on the Advances next Payment Date. (b) In addition, Borrower shall prepay without premium or penalty, including, without limitation, the Spread Maintenance Premium, the principal balance of the Note in an amount equal to the net proceeds amount required by Agent due to changes in tax and debt credit pursuant to Section 5.3 of such sale the Mortgage or if Borrower prepays a portion of the Loan pursuant to Section 6.5.6. (i.e.c) In each instance of prepayment under this Section 2.5.2, gross proceeds less the reasonable direct costs of such sales or Borrower shall be required to pay all other dispositions), such repayments sums due hereunder (including under Sections 2.2.7 and 2.4.3) and no principal amount repaid may be reborrowed. (d) All prepayments are to be made promptly but in no event more on a Payment Date. If any prepayment is received by Agent on a date other than three (3) Business Days following receipt of such net proceeds, and until a Payment Date the date of payment, such proceeds same shall be held in trust by Agent as collateral security for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms Loan and conditions hereof. Such repayments shall be applied to by the outstanding Advances (x) first, to Lenders on the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofnext Payment Date. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other No later than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days Day following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited receipt by the terms and conditions hereof. Such repayments shall be applied to Borrower or any of its Subsidiaries of proceeds of any sale or disposition by the outstanding Advances Borrower or such Subsidiary of any of its assets (xexcluding (i) first, to the outstanding principal installments sales of the Term Loans inventory in the inverse order ordinary course of the maturities thereofbusiness, (yii) secondsales of worn-out, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereofobsolete equipment, and (ziii) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if so long as no Default or Event of Default has occurred and is continuing, sales of assets the proceeds of which are invested into the businesses of the Borrower and its Subsidiaries within 180 days after such repayments assets are sold and (iv) so long as no Event of Default has occurred and is continuing, other sales of assets of the Borrower or any of its Subsidiaries with an aggregate book value not to exceed $1,000,000 in any Fiscal Year) the Borrower shall prepay the Loans (without any associated permanent reduction of the Commitments) in an amount equal to all such proceeds, net of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the Borrower or such Subsidiary in connection therewith (in each case, paid to non-Affiliates). Any such prepayment shall be applied in accordance with Section 2.13(d). (b) If the Borrower or any of its Subsidiaries issues any debt securities (other than Indebtedness permitted under Section 7.1), then no later than the Business Day following the date of receipt of the proceeds thereof, Borrower shall prepay the Loans (without any associated permanent reduction of the Commitments) in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith. Any such prepayment shall be applied in accordance with Section 2.13(d). (c) No later than the Business Day following the date of receipt by the Borrower or any of its Subsidiaries of proceeds of any settlement of or payment in respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset of the Borrower or any of its Subsidiaries in respect of which the associated proceeds exceed $1,000,000 (excluding, so long as no Event of Default has occurred and is continuing, proceeds which are invested into the businesses of the Borrower and its Subsidiaries within 180 days after the receipt of such proceeds) the Borrower shall prepay the Loans in an amount equal to all such proceeds and payable by such Borrower or such Subsidiary in connection therewith (in each case, paid to non-Affiliates). Any such prepayment shall be applied in accordance with Section 2.13(d). (d) Subject to Section 8.2, any prepayments made by the Borrower pursuant to Sections 2.13(a), (b) or (c) above shall be applied as follows: first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all other fees and reimbursable expenses of the Lenders and the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective Pro Rata Shares of such fees and expenses; third, to interest then due and payable on the Loans made to Borrower, pro rata to the Lenders based on their respective Pro Rata Shares; fourth, to the principal balance of the Swingline Loans, until the same shall have been paid in full, to the Swingline Lender; fifth, to the principal balance of the Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Pro Rata Shares, sixth, to the principal balance of the Revolving Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Pro Rata Shares and seventh, to the extent that an Event of Default has occurred and is continuing, to cash collateralize any Obligations related to outstanding the Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with Section 2.23(g) in an amount in cash equal to the terms hereofLC Exposure as of such date plus any accrued and unpaid fees thereon. (2e) a new If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.20(d) 2.9 or otherwise, the Borrower shall immediately repay Swingline Loans and Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.20. Each prepayment shall be added applied first to the Swingline Loans to the full extent thereof, second to the Base Rate Loans to the full extent thereof, and finally to Eurodollar Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash equal to such excess plus any accrued and unpaid fees thereon to be held as follows:collateral for the LC Exposure. Such account shall be administered in accordance with Section 2.23(g) hereof.

Mandatory Prepayments. Section 2.20 of If Agent is not obligated to make Net Proceeds available to Borrower for Restoration and determines not to make any such Net Proceeds available to Borrower for Restoration, on the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: next occurring Monthly Payment Date following the date on which (a) Subject Agent actually receives any Net Proceeds, and (b) Agent has determined that such Net Proceeds shall be applied against the Debt, Borrower shall prepay, or authorize Agent to Section 7.1 hereofapply Net Proceeds as a prepayment of, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances Debt in an amount equal to the net proceeds one hundred percent (100%) of such sale (i.e., gross proceeds less the reasonable direct costs Net Proceeds. Except during an Event of such sales or other dispositions)Default, such repayments Net Proceeds shall be applied by Agent as follows in the following order of priority: First, to any other amounts (other than principal and interest) then due and payable under the Loan Documents, including any costs and expenses of Agent and Lenders in connection with such prepayment); Second; accrued and unpaid interest at the Interest Rate; and Third, to the Outstanding Principal Balance. Notwithstanding anything herein to the contrary, so long as no Event of Default is continuing, no Spread Maintenance Premium or any other prepayment premium, penalty or fee shall be due in connection with any prepayment made promptly but in pursuant to this Section 2.4.3. In no event more than three (3shall any Spread Maintenance Premium be due in connection with any prepayment with Net Proceeds or pursuant to Section 5.4(c) Business Days following receipt of such net proceeds, and until made after the date of payment, such proceeds shall be held in trust for AgentSpread Maintenance Date. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments Any partial principal prepayment under this Section 2.4.3 shall be applied to the outstanding Advances (x) first, to last payments of principal due under the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofLoan. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 (i) If at any time, the aggregate principal amount of Total Outstandings (excluding the face amount of any Letters of Credit that are Cash Collateralized or back-stopped to the reasonable satisfaction of the Loan Agreement Administrative Agent) exceeds the Line Cap, the Borrowers shall be amended within one Business Day, upon notification by amending the Administrative Agent, prepay the Swing Line Loans first and then prepay (or Cash Collateralize, in the amount required by Section 2.20(a) and adding a new Section 2.20(d2.03(f), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course case of Business, Borrowers shall repay Letters of Credit) the Advances other Loans then outstanding in an amount equal to such excess; provided that nothing in this clause (b)(i) shall reduce the net proceeds Revolving Credit Commitments. (ii) Subject to Section 3.04 hereof, all such payments in respect of such sale (i.e.the Loans pursuant to this Section 2.05 shall be without premium or penalty. All interest accrued on the principal amount of the Loans paid pursuant to this Section 2.05 shall be paid, gross proceeds less or may be charged by the reasonable direct costs Administrative Agent to any loan account(s) of such sales or other dispositions)the Borrowers, such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceedsat the Administrative Agent’s option, and until on the date of such payment. Interest shall accrue and be due, until the next Business Day, if the amount so paid by the Borrowers to the bank account designated by the Administrative Agent for such proceeds purpose is received in such bank account after 3:00 p.m., New York City time. (iii) At all times after the occurrence and during the continuance of a Cash Dominion Period and notification thereof by the Administrative Agent to the Administrative Borrower, on each Business Day, the Administrative Agent shall apply all same day funds in excess of $2,000,000 (other than Excluded Funds held in Excluded Accounts) credited to the Concentration Account and all amounts received pursuant to this Section 2.05(b) to one or more accounts maintained by Administrative Agent or such other account as directed by the Administrative Agent. All amounts received in such account shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited applied (and allocated) by the terms and conditions hereof. Such repayments Administrative Agent in accordance with Section 8.04; provided that no such amounts shall be applied to the outstanding Advances (x) firstclauses “First”, to the outstanding principal installments of the Term Loans in the inverse order of the maturities “Fourth” or “Ninth” through “Last” thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject In the event and on such occasion that the Aggregate Revolving Credit Extensions of Credit exceeds the Line Cap (including after giving effect to any reductions in the Revolving Credit Commitments pursuant to Section 7.1 hereof5.4(a)), when the Company shall prepay Revolving Credit Loans (or, if no such Loans are outstanding, deposit cash collateral in an account with the Administrative Agent on terms reasonably satisfactory to the Administrative Agent) and Cash Collateralize the Revolving L/C Obligations in an aggregate amount equal to such excess. (b) Upon the Revolving Credit Termination Date, the Company shall, with respect to each then outstanding Letter of Credit, if any, either (i) cause such Letter of Credit to be cancelled without such Letter of Credit being drawn upon or (ii) Cash Collateralize the Revolving L/C Obligations with respect to such Letter of Credit with a letter of credit issued by banks or a bank satisfactory to the Administrative Agent on terms satisfactory to the Administrative Agent. (c) If any Borrower sells or otherwise disposes Credit Party receives any Proceeds in respect of any Collateral other than Inventory in Prepayment Event, then the Ordinary Course Company shall, within five (5) Business Days following such Credit Party’s receipt of Businesssuch Proceeds, Borrowers shall repay prepay the Advances Obligations in an aggregate amount equal to the net proceeds lesser of 100% of such sale Proceeds and the aggregate outstanding principal amount of the Loans; provided that, if no Cash Dominion Event is then in existence, then the Company shall, within five (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (35) Business Days following after its receipt of such net proceedsProceeds, deliver to the Administrative Agent a certificate of a Responsible Officer to the effect that the Credit Parties intend to apply the Proceeds from such Prepayment Event (or a portion thereof specified in such certificate) within six (6) months after receipt of such Proceeds to acquire equipment, inventory or other tangible assets to be used in the business of the Credit Parties, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however certifying that if no Default or Cash Dominion Event of Default has occurred and is continuing, such repayments and then either (i) so long as no Cash Dominion Event has occurred or is in effect, no prepayment shall be required pursuant to this paragraph (c) in respect of the Proceeds specified in such certificate (provided that, any portion of the Proceeds not reinvested pursuant to this paragraph (c) by the 180th day after receipt of such Proceeds shall be repaid by such 180th day in an aggregate amount equal to the lesser of 100% of such non-reinvested Proceeds and the aggregate outstanding principal amount of the Loans), or (ii) if a Cash Dominion Event has occurred and is continuing and such Proceeds have not been applied to cash collateralize any Obligations related repay the Loans, then the Company shall deposit such Proceeds into the Collection Account and, thereafter, such funds shall be made available to outstanding Letters of the applicable Credit last) in such order Party as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof.follows: (2A) the Company shall request that a new release (specifying that the request is to use Proceeds pursuant to this Section 2.20(d5.6(c)) from the Collection Account be made in the amount needed; and (B) so long as the conditions set forth in Section 7.3 have been met, the Administrative Agent shall release funds from the Collection Account. All prepayments made under this Section 5.6(c) shall be added as follows:made without a permanent reduction of the Revolving Credit Commitment.

Mandatory Prepayments. Section 2.20 (i) If at any time the aggregate outstanding balances of the Revolving Loan Agreement shall be amended by amending Section 2.20(aexceeds the lesser of (A) the Maximum Amount less the aggregate outstanding Swing Line Loan at such time and adding a new Section 2.20(d), each as follows: (1B) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of BusinessAggregate Borrowing Base less the aggregate outstanding Swing Line Loan at such time, Borrowers shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Annex B to the extent required to eliminate such excess. Furthermore, if, at any time, the outstanding balance of the Revolving Loan to any Borrower exceeds such Borrower’s separate Borrowing Base less the outstanding balance of the Swing Line Loan to such Borrower, the applicable Borrower shall immediately repay its Revolving Credit Advances in the amount of such excess (and, to the extent necessary, provide cash collateral for its Letter of Credit Obligations as described above), provided, that as to any Revolving Advances consisting of H&E Great Northern Advances included in such Revolving Loan balance, “such Borrower’s separate Borrowing Base” shall mean the Great Northern Borrowing Base. (ii) Immediately upon receipt by any Credit Party of proceeds of any asset disposition (excluding proceeds of dispositions of Equipment Inventory and P&E permitted by Section 6.8 having an aggregate Net Book Value in any one Fiscal Year, not exceeding $500,000) or any sale of Stock of any Subsidiary of such Credit Party, Borrowers shall prepay the Loans in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by any Credit Party in connection therewith (in each case, paid to non-Affiliates), (B) amounts payable to holders of senior Liens (to the net proceeds extent such Liens constitute Permitted Encumbrances hereunder), if any, on the assets so disposed and (C) transfer taxes plus an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Any such prepayment shall, subject to Section 1.3(b)(iv), be applied in accordance with Section 1.3(c). (iii) If any Credit Party issues Stock or any Indebtedness (other than Indebtedness permitted by Section 6.3) in excess of $1,000,000 in the aggregate of such sale (i.e.Stock and such Indebtedness, gross proceeds less no later than the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days Day following receipt of such net proceeds, and until the date of paymentreceipt of the cash proceeds thereof, the issuing Credit Party shall prepay the Loans in an amount equal to all such proceeds proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith; provided, that no such prepayment shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) firstrequired, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if so long as no Default or Event of Default has occurred and is continuing, from the proceeds of any issuance of Stock by a Credit Party (i) to any director, officer or other employee of such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters Credit Party, the total proceeds of Credit lastwhich do not exceed $5,000,000 in the aggregate, (ii) in connection with the Related Transactions, (iii) as consideration for any Person (other than any Affiliate of a Credit Party) providing permitted Indebtedness under Section 6.3, (iv) to any other Credit Party or (v) as consideration to any Person (other than an Affiliate) selling assets in any Permitted Acquisition. Any such order as Agent may determineprepayment shall, subject to Borrowers’ ability to reborrow Revolving Advances Section 1.3(b)(iv), be applied in accordance with the terms hereofSection 1.3(c). (2iv) a new In the event that Section 2.20(d1.3(b)(i), (ii) or (iii) shall require any prepayment to be added made on a day other than an Interest Payment Date, then upon receipt of such prepayment and to the extent requested by any Borrower, Agent shall hold such amount as follows:cash collateral (provided that the Borrower delivering the same shall have executed and delivered such documents as Agent shall have requested in connection with such cash collateral) and, so long as no Default or Event of Default shall have occurred and be continuing, shall not apply such cash collateral to the prepayment under the applicable paragraph of this Section 1.3 until the next succeeding Interest Payment Date. Such cash collateral shall be invested in Cash Equivalents as directed by such Borrower in accordance with such documents. Interest earned on such cash collateral shall accrue for the account of the Borrower providing the same, shall constitute additional cash collateral and (assuming no Default or Event of Default shall be continuing) shall be, to the extent remaining, applied to such prepayment on such next succeeding Interest Payment Date.

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof7.1(b) hereof and the Intercreditor Agreement, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions, and after the repayment of any outstanding debt required to be repaid in connection with such sale), such repayments to be made promptly but in no event more than (i) three (3) Business Days following receipt of such net proceedsproceeds in the event the disposition resulted in net proceeds in excess of or equal to $200,000 and (ii) five (5) Business Days following receipt of such net proceeds in the event the disposition resulted in net proceeds less than $200,000, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments prepayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), ) hereof; provided however that if no Default or Event of Default has occurred and is continuing, such repayments prepayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow re-borrow Revolving Advances in accordance with the terms hereof. (2b) In the event that any Borrower receives Cure Proceeds with respect to a new cure of a financial covenant in Section 2.20(d) shall be added as follows:6.5(a), Borrowers shall, immediately upon receipt thereof, repay the Advances in an amount equal to 100% of such Cure Proceeds.

Mandatory Prepayments. (a) In the event the Aggregate Revolving Credit Extensions of Credit exceeds the Line Cap (including after giving effect to any reductions in the Revolving Credit Commitments pursuant to Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d5.4(a)), each as follows: the Company shall within one (1) Section 2.20(aBusiness Day of notice thereof from the Administrative Agent prepay Revolving Credit Loans (including the Swingline Loans) shall be amended and restated Cash Collateralize the Revolving L/C Obligations in its entirety as follows:an aggregate amount equal to such excess. (ab) Subject Upon the Revolving Credit Termination Date, the Company shall, with respect to Section 7.1 hereofeach then outstanding Letter of Credit, when if any, either (i) cause such Letter of Credit to be cancelled without such Letter of Credit being drawn upon or (ii) Cash Collateralize the Revolving L/C Obligations with respect to such Letter of Credit with a letter of credit issued by banks or a bank satisfactory to the Administrative Agent and each applicable Issuing Lender on terms satisfactory to the Administrative Agent and each applicable Issuing Lender. (c) If any Borrower sells or otherwise disposes Credit Party receives any Net Proceeds in respect of any Notes Priority Collateral other than Inventory Prepayment Event, then (i) so long as no Cash Dominion Event has occurred or is in effect, the Ordinary Course Company shall, on the next Business Day after the Net Proceeds thereof are utilized for repayments of Businessthe Secured 2026 Notes (or, Borrowers shall repay if the Advances Payment Conditions are then satisfied, any Indebtedness permitted hereunder to be secured by a Pari Passu Second Lien) or reinvested in Collateral, in each case, in accordance with the terms of the Secured 2026 Notes Indenture (or the indenture or documents governing any Indebtedness permitted hereunder to be secured by a Pari Passu Second Lien), prepay the Obligations in an aggregate amount equal to the net proceeds lesser of (A) 100% of such sale Net Proceeds minus amounts so utilized for repayments of the Secured 2026 Notes (i.e.or, gross proceeds less if the reasonable direct costs Payment Conditions are then satisfied, any Indebtedness permitted hereunder to be secured by a Pari Passu Second Lien) or reinvested in Collateral, in each case, in accordance with the terms of the Secured 2026 Notes Indenture (or the indenture or documents governing any Indebtedness permitted hereunder to be secured by a Pari Passu Second Lien) and (B) the aggregate outstanding principal amount of the Loans or (ii) if a Cash Dominion Event has occurred and is continuing, the Company shall, within one (1) Business Day following the consummation of the Notes Priority Collateral Prepayment Event, utilize such sales Net Proceeds to repay all or other dispositionsany portion of the Loans or deposit any remaining Net Proceeds (after giving effect to any repayment of the Loans) into the Asset Sale Reserve Account (for purposes of this clause (ii), the period commencing on the date of consummation of the applicable Notes Priority Collateral Prepayment Event and ending on the earlier of (A) the date that such repayments Cash Dominion Event is no longer continuing and (B) the date that is 365 days thereafter (provided that if the Parent or any of its Restricted Subsidiaries enters into a written agreement committing it to reinvest such Net Proceeds after such 365-day period as permitted by the Secured 2026 Notes Indenture, then such 365-day period shall be made promptly but in no event more than three extended for an additional period not to exceed 180 days), the “Asset Sale Reserve Period”). (3d) Within five (5) Business Days following receipt of such net proceeds, and until the date of paymentincurrence by any Credit Party or any Restricted Subsidiary of any Indebtedness (other than Indebtedness permitted by Section 9.2), the Company shall prepay Revolving Credit Loans and Cash Collateralize the Revolving L/C Obligations in an aggregate amount equal to 100% of the net proceeds received by such proceeds shall be held Person in trust for Agentconnection with such incurrence. The foregoing provisions of this Section 5.6(d) shall not be deemed to be implied consent to any such sale incurrence otherwise prohibited by the terms and conditions hereofof this Agreement. (e) If, at the end of any Excess Cash Test Date there are Revolving Credit Loans and/or Revolving L/C Obligations outstanding and the Credit Parties and their Restricted Subsidiaries have Excess Cash exceeding $25,000,000, the Company shall prepay Revolving Credit Loans and Cash Collateralize the Revolving L/C Obligations in an aggregate amount equal to the lesser of (i) the amount of such Excess Cash minus $25,000,000 minus the amount of any wires initiated or ACH transfers issued by any Credit Party in the ordinary course of business after the end of such Excess Cash Test Date and prior to 12:00 P.M., New York City time, on the date that such prepayment is required to be made and (ii) the aggregate principal amount of Revolving Credit Loans and Revolving L/C Obligations then outstanding by 12:00 P.M., New York City time on the next Business Day; provided that prepayments under this Section 5.6(e) shall not require the Company to pay any breakage under Section 5.21. Such repayments All prepayments made under this Section 5.6 shall be applied to the outstanding Advances (x) made first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereofprepay any Protective Advances, (y) second, to prepay the outstanding principal installments of Revolving Credit Loans (including the Equipment Loans in the inverse order of the maturities thereofSwingline Loans), and (z) third, to the remaining Advances (including cash collateralization payment of all any Revolving L/C Obligations relating then outstanding, and fourth, to any Cash Collateralize outstanding Letters of Credit, without a corresponding permanent reduction in the Revolving Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofCommitments. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when No later than the third (3rd) Business Day following the date of receipt by Holdings or any Borrower sells or otherwise disposes of its Subsidiaries of any Collateral other than Inventory Net Cash Proceeds of any sale or disposition by Holdings or any of its Subsidiaries of any assets in an aggregate amount exceeding $250,000, the Ordinary Course of Business, Borrowers Borrower shall repay prepay the Advances Obligations in an amount equal to the net proceeds Net Cash Proceeds of such sale or disposition; provided, that (i.e., gross proceeds less i) the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing Borrower shall not be deemed required to be implied consent prepay the Obligations with respect to any such sale otherwise prohibited by proceeds from the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments sales or dispositions of the Term Loans assets in the inverse order ordinary course of the maturities thereof, business (y) second, to the outstanding principal installments of the Equipment Loans including obsolete or worn-out equipment no longer useful in the inverse order of the maturities thereofits business), and (zii) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if so long as no Default or Event of Default has shall have occurred and be continuing at the time of the receipt of proceeds pursuant to this subsection (a) or at the proposed time of the reinvestment of such proceeds, the Borrower shall have the option, upon written notice to the Administrative Agent, directly or (x) in the case of proceeds received by a Loan Party, through one or more of its Subsidiaries that is continuinga Loan Party or (y) in the case of proceeds received by a Subsidiary that is not a Loan Party, through one or more of its Subsidiaries, to reinvest such repayments proceeds within one hundred eighty (180) days of receipt thereof in assets of the general type used in the business of the Borrower and its Subsidiaries so long as such proceeds received by a Loan Party are held in Controlled Accounts at SunTrust Bank or subject to Control Account Agreements until reinvested; provided, further that the obligation of the Borrower to prepay the Obligations under this subsection (a) shall also not apply solely to the extent that (A) the sale or disposition was consummated by any Insurance Subsidiary (or Subsidiary thereof) of any of such Insurance Subsidiary’s assets (or the assets of a Subsidiary thereof) and (B) the dividend of such Net Cash Proceeds by such Insurance Subsidiary (or Subsidiary thereof) to the Borrower for application of this subsection (a) is prohibited by applicable law (including, without limitation, rules and regulations of any Insurance Regulatory Authority), it being understood and agreed that absent the prohibition set forth in clause (B), the Borrower shall cause such Insurance Subsidiary (or Subsidiary thereof) to immediately make a dividend of the Net Cash Proceeds to the Borrower which the Borrower shall use to prepay the Obligations in accordance with this subsection (a). Any such prepayment shall be applied in accordance with subsection (f) of this Section. (b) No later than the third (3rd) Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings, the Borrower shall prepay the Obligations in an amount equal to cash collateralize any Obligations related all such Net Cash Proceeds; provided, that so long as no Default or Event of Default shall have occurred and be continuing at the time of the receipt of proceeds pursuant to outstanding Letters this subsection (b) or at the proposed time of Credit lastthe reinvestment of such proceeds, the Borrower shall have the option, upon written notice to the Administrative Agent, directly or (x) in the case of proceeds received by a Loan Party, through one or more of its Subsidiaries that is a Loan Party or (y) in the case of proceeds received by a Subsidiary that is not a Loan Party, through one or more of its Subsidiaries, to reinvest such order proceeds within one hundred eighty (180) days of receipt thereof in assets of the general type used in the business of the Borrower and its Subsidiaries so long as Agent may determine, such proceeds received by a Loan Party are held in Controlled Accounts at SunTrust Bank or subject to Borrowers’ ability Control Account Agreements until reinvested; provided, further that the obligation of the Borrower to reborrow Revolving Advances prepay the Obligations under this subsection (b) shall also not apply solely to the extent that (A) the Net Cash Proceeds of the casualty insurance policies or eminent domain, condemnation or similar proceedings were received by any Insurance Subsidiary (or Subsidiary thereof) and (B) the dividend of such Net Cash Proceeds by such Insurance Subsidiary (or Subsidiary thereof) to the Borrower for application of this subsection (b) is prohibited by applicable law (including, without limitation, rules and regulations of any Insurance Regulatory Authority), it being understood and agreed that absent the prohibition set forth in clause (B), the Borrower shall cause such Insurance Subsidiary (or Subsidiary thereof) to immediately make a dividend of the Net Cash Proceeds to the Borrower which the Borrower shall use to prepay the Obligations in accordance with this subsection (b). Any such prepayment shall be applied in accordance with subsection (f) of this Section. (c) No later than the first (1st) Business Day following the date of receipt by Holdings or any of its Subsidiaries of any Net Cash Proceeds from any issuance of Indebtedness by Holdings or any of its Subsidiaries, the Borrower shall prepay the Obligations in an amount equal to all such Net Cash Proceeds; provided, that the Borrower shall not be required to prepay the Obligations with respect to proceeds of Indebtedness permitted under Section 7.1; provided, further that the obligation of the Borrower to prepay the Obligations under this subsection (c) shall also not apply solely to the extent that (A) the Net Cash Proceeds of such Indebtedness were incurred and received by any Insurance Subsidiary (or Subsidiary thereof) and (B) the dividend of such Net Cash Proceeds by such Insurance Subsidiary (or Subsidiary thereof) to the Borrower for application of this subsection (c) is prohibited by applicable law (including, without limitation, rules and regulations of any Insurance Regulatory Authority), it being understood and agreed that absent the prohibition set forth in clause (B), the Borrower shall cause such Insurance Subsidiary (or Subsidiary thereof) to immediately make a dividend of the Net Cash Proceeds to the Borrower which the Borrower shall use to prepay the Obligations in accordance with this subsection (c). Any such prepayment shall be applied in accordance with subsection (f) of this Section. (d) No later than the first (1st) Business Day following the date of receipt by the Borrower or any of its Subsidiaries of any proceeds from key man life insurance policies, the Borrower shall prepay the Obligations in an amount equal to all such proceeds. Any such prepayment shall be applied in accordance with subsection (f) of this Section. (e) No later than the first (1st) Business Day following the occurrence of an Equity Monetization Event, the Borrower shall prepay the Obligations in full. Any such prepayment shall be applied in accordance with subsection (f) of this Section. (f) Any prepayments made by the Borrower pursuant to subsection (a), (b), (c), (d) or (e) of this Section shall be applied as follows: first, to the Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents and any amounts payable to the Lenders pursuant to Section 2.15; and second, to the principal balance of the Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of the Term Loans, and applied to installments of the Term Loans on a pro rata basis (excluding the final payment due on the Maturity Date); provided, that, after all regularly scheduled amortization payments have been made in full in accordance with Section 2.4, any remaining amounts required to be prepaid under this Section 2.7 shall be applied as a prepayment to the final payment that would otherwise be due on the Maturity Date until paid in full. (g) The Borrower shall notify the Administrative Agent by written notice of any prepayment pursuant to clauses (a), (b), (c), (d) or (e) of this Section 2.7 not later than 11:00 a.m. (New York City time) one (1) Business Day before the date of prepayment. Each such notice shall specify the prepayment date (which shall be a Business Day), the principal amount of the Loans to be prepaid and a reasonably detailed calculation of the amount of such prepayment. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the contents thereof. All prepayments of the Loans pursuant to clauses (a), (b), (c), (d) or (e) of this Section 2.7 shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) To the extent that this Agreement and the Note Purchase Agreement both require mandatory prepayments for the events described in clauses (a), (b), (c) or (d) of this Section 2.7, the Borrower may pay a portion of the Net Cash Proceeds (or proceeds from key man life insurance policies, as applicable) derived from such events, determined on a Ratable Basis (as defined in the Intercreditor Agreement), to the NPA Agent to prepay Indebtedness (but not any portion of the Make-Whole Amount (as defined in the Note Purchase Agreement)) in accordance with the terms hereof. of the Note Purchase Agreement. To the extent that this Agreement and the Note Purchase Agreement both require mandatory prepayments following the occurrence of an Equity Monetization Event as described in clause (2e) a new of this Section 2.20(d) 2.7, the parties agree that such mandatory prepayments shall be added made on a Ratable Basis (as follows:defined in the Intercreditor Agreement) subject to and in accordance with the Intercreditor Agreement (including, for the avoidance of doubt, Section 5.15(a) of the Intercreditor Agreement).

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes In the event of any Collateral other than Inventory in termination of all the Ordinary Course Revolving Credit Commitments, the Borrower shall, on the date of Businesssuch termination, Borrowers shall repay the Advances in or prepay all its outstanding Revolving Credit Borrowings and all outstanding Swingline Loans and replace all outstanding Letters of Credit and/or deposit an amount equal to the net proceeds L/C Exposure in cash in a cash collateral account established with the Collateral Agent for the benefit of the Secured Parties. In the event of any partial reduction of the Revolving Credit Commitments, then (i) at or prior to the effective date of such sale reduction, the Administrative Agent shall notify the Borrower and the Revolving Credit Lenders of the Aggregate Revolving Credit Exposure after giving effect thereto and (i.e.ii) if the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment after giving effect to such reduction or termination, gross proceeds less then the reasonable direct costs of such sales or other dispositions)Borrower shall, such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until on the date of paymentsuch reduction or termination, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances repay or prepay Revolving Credit Borrowings or Swingline Loans (xor a combination thereof) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including and/or replace or cash collateralization of all Obligations relating to any collateralize outstanding Letters of Credit in an amount sufficient to eliminate such excess. (b) Not later than the tenth day following the receipt of any Net Cash Proceeds of any Asset Sale, the Borrower shall apply 100% of the Net Cash Proceeds received with respect thereto to prepay outstanding Term Loans in accordance with Section 2.13(f); provided that, if the provisions Borrower shall deliver to the Administrative Agent a certificate of Section 3.2(b)a Financial Officer of the Borrower to the effect that the Borrower and the Subsidiaries intend to apply the Net Cash Proceeds from such Asset Sale (or a portion thereof specified in such certificate) within 330 days after receipt thereof, provided however to acquire real property, equipment or other assets to be used in the business of the Borrower and the Subsidiaries, and certifying that if no Default or Event of Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Cash Proceeds of such repayments Asset Sale (or the portion thereof specified in such certificate, if applicable) except to the extent of any such Net Cash Proceeds that have not been so applied by the end of such 330-day period, at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so applied. (c) In the event and on each occasion that an Equity Issuance occurs, the Borrower shall, substantially simultaneously with (and in any event not later than the third Business Day next following) the occurrence of such Equity Issuance, apply 50% of the Net Cash Proceeds therefrom to prepay outstanding Term Loans in accordance with Section 2.13(f). (d) No later than the earlier of (i) 90 days after the end of each fiscal year of the Borrower (commencing with the fiscal year ending on December 31, 2004) and (ii) the date on which the financial statements with respect to such fiscal year are delivered pursuant to Section 5.04(a), the Borrower shall prepay outstanding Term Loans in accordance with Section 2.13(f) in an aggregate principal amount equal to 50% of Excess Cash Flow for such fiscal year; provided, however, that such prepayment shall not be required if the Senior Leverage Ratio at the end of such fiscal year shall be less than 1.25 to 1.00. (e) In the event that any Loan Party or any subsidiary of a Loan Party shall receive Net Cash Proceeds from the issuance or other disposition of Indebtedness for money borrowed of any Loan Party or any subsidiary of a Loan Party (including Other Permitted Subordinated Debt, but excluding all other Indebtedness for money borrowed permitted pursuant to Section 6.01), the Borrower shall, substantially simultaneously with (and in any event not later than the first Business Day next following) the receipt of such Net Cash Proceeds by such Loan Party or such subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Term Loans in accordance with Section 2.13(f) (and if, in the case of any issuance or other disposition of Other Permitted Subordinated Debt, there are no Term Loans outstanding after giving effect to any such prepayment, the remaining Net Cash Proceeds thereof, if any, shall be applied to cash collateralize repay outstanding Revolving Loans to the extent thereof); provided that, if the Borrower shall deliver to the Administrative Agent a certificate of a Financial Officer of the Borrower to the effect that the Borrower and the Subsidiaries intend to apply the Net Cash Proceeds from the issuance or disposition of any Obligations related to outstanding Letters of Credit last) Other Permitted Subordinated Debt (or a portion thereof specified in such order as Agent may determinecertificate) (x) to finance the cash consideration payable in a Permitted Acquisition to be consummated substantially contemporaneously with the receipt thereof or (y) to fund Capital Expenditures within 365 days after the receipt thereof, and in either case certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Cash Proceeds of such issuance or other disposition of Other Permitted Subordinated Debt (or the portion thereof specified in such certificate, if applicable) except to the extent of any such Net Cash Proceeds that have not been so applied (I) within 15 days, in the case of clause (x) above, or (II) by the end of such 365-day period, in the case of clause (y) above, at which time a prepayment shall be required in an amount equal to such Net Cash Proceeds that have not been so applied. (f) Mandatory prepayments of outstanding Term Loans under this Agreement shall be applied pro rata against the remaining scheduled installments of principal due in respect of the Term Loans under Section 2.11(a); provided, however, that any such mandatory prepayment pursuant to Section 2.13(d) shall be applied first, to the scheduled installments due in respect of the Term Loans within the 12 months following such prepayment and then pro rata against the remaining scheduled installments of principal due in respect to the Term Loans. (g) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Financial Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid, and if such notice relates to a mandatory prepayment pursuant to Section 2.13(d), that fact shall be conspicuously indicated in such notice. All prepayments of Borrowings under this Section 2.13 shall be subject to Borrowers’ ability Section 2.16, but shall otherwise be without premium or penalty. (h) Amounts to reborrow be applied pursuant to this Section 2.13 or Section 2.11(a) to the prepayment or repayment of Term Loans and Revolving Advances Loans shall be applied, as applicable, first to reduce outstanding ABR Term Loans and ABR Revolving Loans. Any amounts remaining after each such application shall, at the option of the Borrower, be applied to prepay Eurodollar Term Loans or Eurodollar Revolving Loans, as the case may be, immediately and/or shall be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account (i) allocable to Term Loans to prepay Eurodollar Term Loans and (ii) allocable to Revolving Loans to prepay Eurodollar Revolving Loans, in each case on the last day of their respective Interest Periods (or, at the direction of the Borrower, on any earlier date) until all outstanding Term Loans or Revolving Loans, as the case may be, have been prepaid or until all the allocable cash on deposit with respect to such Loans has been exhausted. For purposes of this Agreement, the term "Prepayment Account" shall mean an account established by the Borrower with the Administrative Agent and over which the Administrative Agent shall have exclusive dominion and control, including the exclusive right of withdrawal for application in accordance with this paragraph (h). The Administrative Agent will, at the terms hereof. request of the Borrower, invest amounts on deposit in the Prepayment Account in Cash Equivalents that mature prior to the last day of the applicable Interest Periods of the Eurodollar Term Borrowings or Eurodollar Revolving Borrowings to be prepaid, as the case may be; provided, however, that (2i) the Administrative Agent shall not be required to make any investment that, in its sole judgment, would require or cause the Administrative Agent to be in, or would result in any, violation of any law, statute, rule or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a new Section 2.20(d) Default or Event of Default shall have occurred and be continuing. The Borrower shall indemnify the Administrative Agent for any losses relating to the investments so that the amount available to prepay Eurodollar Borrowings on the last day of the applicable Interest Period is not less than the amount that would have been available had no investments been made pursuant thereto. Other than any interest earned on such investments, the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be added deposited in the Prepayment Account and reinvested and disbursed as follows:specified above. If the maturity of the Loans has been accelerated pursuant to Article VII, the Administrative Agent may, in its sole discretion, apply all amounts on deposit in the Prepayment Account to satisfy any of the Obligations. The Borrower hereby grants to the Administrative Agent, for its benefit and the benefit of the Issuing Bank and the Lenders, a security interest in the Prepayment Account to secure the Obligations.

Mandatory Prepayments. (i) If, at any time or for any reason, the amount of Obligations owed by Borrower to Lender pursuant to Sections 2.1 is greater than the Dollar limitations set forth in Sections 2.1, (an “Overadvance”), Borrower immediately shall pay to Agent, in cash, the amount of such excess, which amount shall be used by Agent to reduce the Obligations in accordance with the priorities set forth in Section 2.20 2.4(b). In addition, Borrower hereby promises to pay the Obligations (including principal, interest, fees, costs, and expenses) in Dollars in full to Agent as and when due and payable under the terms of this Agreement and the other Loan Documents. (ii) Immediately upon the receipt by Borrower or any of its Subsidiaries of the Loan Agreement shall be amended proceeds of any Disposition by amending Section 2.20(a) and adding a new Section 2.20(d), each Borrower or any of its Subsidiaries of property or assets (excluding sales or dispositions which qualify as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: Permitted Dispositions under clauses (a) Subject to through (f), (h), or (i) of the definition of Permitted Dispositions), Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances 2.4(f)(i) in an amount equal to 100% of the net Net Cash Proceeds (including insurance proceeds and condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing, (B) the Net Cash Proceeds of such Disposition are held in a cash collateral account in which Agent has a perfected first-priority security interest, and (C) Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, Borrower and its Subsidiaries shall have the option to apply such monies to the costs of replacement of the property or assets that are the subject of such sale (i.e.or disposition unless and to the extent that such applicable period shall have expired without such replacement, gross proceeds less the reasonable direct costs of such sales purchase or other dispositions)construction being made or completed, in which case, such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds monies shall be held paid to Agent and applied in trust accordance with Section 2.4(f). Nothing contained in this Section 2.4(e)(ii) shall permit Borrower or any of its Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 7.4. (iii) Promptly upon the issuance or incurrence by Borrower or any of its Subsidiaries of any Indebtedness (except for AgentIndebtedness permitted under Section 7.1) Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance or incurrence. The foregoing provisions of this Section 2.4(e)(iii) shall not be deemed to be implied consent to any such sale issuance or incurrence otherwise prohibited by the terms and conditions hereof. Such repayments of this Agreement. (iv) Promptly upon the issuance by Borrower or any of its Subsidiaries of any Stock (except for (A) the issuance of Stock by Borrower to any Permitted Holder, (B) the issuance of Stock of Borrower to directors, officers and employees of Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors) Borrower shall be applied to the outstanding Advances (x) first, to prepay the outstanding principal installments amount of the Term Loans Obligations in the inverse order accordance with Section 2.4(f) in an amount equal to 50% of the maturities thereofNet Cash Proceeds received by such Person in connection with such issuance; provided, however, that if the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended prior to the date of the issuance of such Stock as to which financial statements were required to be delivered pursuant to this Agreement was equal to or less than 2.0:1.0, then no prepayment in respect of such issuance of Stock shall be required. The provisions of this Section 2.4(e)(iv) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms and conditions of this Agreement. For the avoidance of doubt, this Section 2.4(e)(iv) shall not apply to Qualifying IPO. (yv) secondWithin 10 days of delivery to Agent of audited annual financial statements pursuant to Section 6.3(b), commencing with the delivery to Agent of the financial statements for Borrower’s fiscal year ended December 31, 2015 or, if such financial statements are not delivered to Agent on the date such statements are required to be delivered pursuant to Section 6.3(b), within 10 days after the date such statements were required to be delivered to Agent pursuant to Section 6.3(b), Borrower shall (A) if such financial statements demonstrate that the Leverage Ratio of Borrower and its Subsidiaries as of the end of such fiscal year was greater than 1.50:1.00, prepay the outstanding principal installments amount of the Equipment Loans Obligations in the inverse order accordance with Section 2.4(f) in an amount equal to 50% of the maturities thereofExcess Cash Flow of Borrower and its Subsidiaries for such fiscal year, and (zB) thirdif such financial statements demonstrate that the Leverage Ratio of Borrower and its Subsidiaries as of the end of such fiscal year was 1.50:1.0 or less, then no prepayment shall be required. The foregoing to the contrary notwithstanding, at Agent’s election, in its sole and absolute discretion, if the remaining Advances (including cash collateralization amount of all Obligations relating the capital expenditures projected to any outstanding Letters be made during such fiscal year exceeds the remaining amount of Credit in accordance with the provisions of Section 3.2(b)Capex Term Loan Commitments at such time, provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as then Agent may determine, subject permit Borrower to Borrowers’ ability reduce the amount of the mandatory prepayment that would otherwise be due and payable pursuant to reborrow Revolving Advances in accordance with this Section 2.4(e)(v) to the terms hereofextent of such excess (but not to an amount that is less than $0). (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes In the event of any Collateral termination of all the Revolving Credit Commitments, the Borrowers shall, on the date of such termination, repay or prepay all its outstanding Revolving Loans and all outstanding Swing Line Loans and replace or cause to be canceled (or make other than Inventory arrangements satisfactory to the Administrative Agent and each Issuing Bank with respect to) all outstanding Letters of Credit issued by such Issuing Bank. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrowers shall, on the date of such reduction or at such other time, repay or prepay Revolving Loans and, after the Revolving Loans shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements satisfactory to the Ordinary Course Administrative Agent and each Issuing Bank with respect to) Letters of Business, Borrowers shall repay the Advances Credit issued by such Issuing Bank in an amount equal sufficient to eliminate such excess. (b) Not later than the net proceeds of such sale (i.e., gross proceeds less fifth Business Day following the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to Administrative Borrower or any Restricted Subsidiary (or by any other Person on account of an Asset Sale by the outstanding Advances (xAdministrative Borrower or any Restricted Subsidiary) first, to the outstanding principal installments of Net Cash Proceeds in respect of any Asset Sale in excess of $5,000,000 in any fiscal year of the Term Loans in Borrowers, the inverse order Borrowers shall apply 100% of the maturities thereof, (y) second, Net Cash Proceeds received with respect thereto to the prepay outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including and/or cash collateralization of all Obligations relating to any collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the provisions time that any such prepayment would be required, the Borrowers are required to offer to repurchase Permitted Pari Passu Refinancing Debt that is senior secured loans (or any Permitted Refinancing Debt thereof that is in the form of Section 3.2(bsenior secured loans and which are secured on a pari passu basis with the Obligations) pursuant to the terms of the documentation governing such Indebtedness with the net proceeds of such Asset Sale (such Permitted Pari Passu Refinancing Debt (or such Permitted Refinancing Debt thereof), provided however that if no Default or Event “Other Applicable Indebtedness”), then the Borrowers may apply the Net Cash Proceeds of Default has occurred and is continuingsuch Asset Sale on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit lastand the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(b) shall be reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such order as Agent may determine, subject rejection) be applied to Borrowers’ ability to reborrow Revolving Advances prepay the Loans in accordance with the terms hereof. (2c) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a new Restricted Subsidiary) shall receive Net Cash Proceeds from the issuance or incurrence of Indebtedness for money borrowed by the Administrative Borrower or any such Restricted Subsidiary (other than any cash proceeds from the issuance of Indebtedness for money borrowed permitted pursuant to Section 2.20(d6.01 (other than the incurrence of Indebtedness permitted under Section 6.01(m)(x))), the Borrowers shall on the Business Day of receipt of such Net Cash Proceeds, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f). (d) In the event that the Administrative Borrower or any Restricted Subsidiary (or any other Person at the direction of the Administrative Borrower or a Restricted Subsidiary) shall receive Net Cash Proceeds from any Casualty Event Receipt in excess of $5,000,000 in any fiscal year of the Borrowers, the Borrowers shall not later than the fifth Business Day following the receipt of such Net Cash Proceeds by the Administrative Borrower or such Restricted Subsidiary, apply an amount equal to 100% of such Net Cash Proceeds to prepay outstanding Loans and/or cash collateralize outstanding Letters of Credit in accordance with Section 2.13(f); provided that if at the time that any such prepayment would be required, the Borrowers are required to offer to repurchase Other Applicable Indebtedness pursuant to the terms thereof with the net proceeds from such Casualty Event Receipt, then the Borrowers may apply the Net Cash Proceeds from such Casualty Event Receipt on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Loans, outstanding Letters of Credit and the aggregate outstanding principal amount of the Other Applicable Indebtedness at such time; provided further that the portion of such Net Cash Proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such Net Cash Proceeds shall be allocated to the Loans and Letters of Credit in accordance with the terms hereof) to the prepayment of the Loans, to the cash collateralization of Letters of Credit and to the repurchase or prepayment of Other Applicable Indebtedness, and the amount of prepayment of the Loans and cash collateralization of Letters of Credit that would have otherwise been required pursuant to this Section 2.13(d) shall be added as follows:reduced accordingly. To the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or prepaid, the declined amount shall promptly (and in any event within five (5) Business Days after the date of such rejection) be applied to prepay the Loans in accordance with the terms hereof. (e) [reserved]. (f) Mandatory prepayments under Section 2.13(b), (c) and (d) shall be applied without penalty or premium, (i) first, pro rata among the Term Loans (if any), in each case, being applied to the remaining scheduled amortization payments relating to such Term Loans in direct order of maturity, (ii) second, to Revolving Loans and, (iii) third, to cash collateralize outstanding Letters of Credit (in an amount equal to the Minimum Collateral Amount) on a pro rata basis, in each case, with no corresponding permanent reduction of the Revolving Credit Commitments (except in the case of any mandatory prepayment made under Section 2.13(c) in connection with Indebtedness incurred under Section 6.01(m)(x), in which case the Revolving Credit Commitments shall be permanently reduced by the amount of such debt incurred). (g) The Administrative Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a certificate signed by a Responsible Officer of the Administrative Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three (3) Business Days prior written notice of such prepayment (other than prepayments of ABR Revolving Loans that are not made in connection with the termination or permanent reduction of the Revolving Credit Commitments). Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment. (h) [reserved]. (i) Notwithstanding the foregoing provisions of this Section 2.13, (i) in the case of any mandatory prepayment of the Term Loans, Term Loan Lenders may waive by written notice to the Administrative Borrower and the Administrative Agent on or before the date on which such mandatory prepayment would otherwise be required to be made hereunder the right to receive the amount of such mandatory prepayment of the Term Loans, (ii) if any Term Loan Lender or Term Loan Lenders elect to waive the right to receive the amount of such mandatory prepayment, all of the amount that otherwise would have been applied to mandatorily prepay the Term Loans of such Lender or Lenders shall be offered by the Borrowers to the remaining non-waiving Term Loan Lender or Term Loan Lenders on a pro rata basis, based on the respective principal amounts of their outstanding Term Loans, (iii) if and to the extent any such non-waiving Term Loan Lender does not elect by written notice to the Administrative Borrower and the Administrative Agent within three Business Days following the date on which the offer is made pursuant to clause (ii) above to accept such offer, such Term Loan Lender shall be deemed to have rejected such offer, (iv) any amounts not applied to the prepayment of Term Loans pursuant to clause (ii) or clause (iii) above shall be applied instead on the fourth Business Day following the date on which the offer is made to Term Loan Lenders pursuant to clause (ii) above to the prepayment of outstanding Revolving Loans (but without any corresponding reduction in Revolving Credit Commitments) and (v) to the extent there are any prepayment amounts remaining after the foregoing application, such amounts shall be paid promptly by the Administrative Agent to the Administrative Borrower (any amounts returned to the Administrative Borrower pursuant to this clause (v), “Declined Amounts”).

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when No later than the tenth calendar day following the date of receipt by any Borrower sells Obligor or otherwise disposes any of its Restricted Subsidiaries of any Collateral other than Inventory Net Asset Sale Cash Proceeds from any Asset Sale, the Company shall apply all such Net Asset Sale Cash Proceeds to repay any outstanding Loans as set forth in Section 2.13(a); provided that, if the Borrower provides written notice to the Administrative Agent within seven calendar days of the date any such Net Asset Sale Cash Proceeds are so received of its intention to undertake such an investment, then so long as no Event of Default shall have occurred and be continuing, the Company shall have the option, directly or indirectly or through one or more of its Restricted Subsidiaries, to invest such Net Asset Sale Cash Proceeds within twelve months of receipt thereof in assets of the general type used in the Ordinary Course business of Businessthe Parent and its Restricted Subsidiaries; provided, Borrowers further, that, if any portion of such Net Asset Sale Cash Proceeds have not been so reinvested at the end of such twelve-month period, the Borrower shall repay the Advances in apply an amount equal to the net proceeds amount of such sale Net Asset Sale Cash Proceeds that have not been so reinvested as set forth in Section 2.13(a). (i.e.b) If at any time, gross proceeds less the reasonable direct costs of such sales or other dispositions)Aggregate Total Exposure exceeds the aggregate Revolving Commitments then in effect, such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceedsthe Borrower shall forthwith prepay first, Loans, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to second Cash Collateralize the outstanding Advances (x) firstamount of Letter of Credit Usage at the Agreed L/C Cash Collateral Amount, to the outstanding principal installments of extent necessary so that the Term Loans Aggregate Total Exposure shall not exceed the Revolving Commitments then in effect (or, in the inverse order case of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters Letter of Credit Usage, such amounts are fully Cash Collateralized in accordance compliance with the provisions of Section 3.2(bAgreed Cash Collateral Amount), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (2c) a new Section 2.20(d) If, after giving effect to any termination of or reduction of the Revolving Commitments, the Letter of Credit Sublimit exceeds the amount of the Revolving Commitments, such sublimit shall be added as follows:automatically reduced by the amount of such excess (including a corresponding reduction to each Issuing Bank’s Letter of Credit Issuer Sublimit (ratably) unless otherwise agreed by the Borrower and each applicable Issuing Bank).

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereofIf at any time, when any (x) the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Revolving Credit at such time or (y) the aggregate principal amount of Revolving Credit Outstandings plus the Term Outstandings exceed the aggregate Maximum Credit at such time, the Borrower sells or otherwise disposes of any Collateral shall, in each case, forthwith, upon notification by the Administrative Agent, prepay the Swing Loans first and then the other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances Revolving Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the net proceeds aggregate outstanding Swing Loans and the other Revolving Loans, the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to 101% of such sale excess. If any such excess remains after repayment in full of the aggregate outstanding Swing Loans and the other Revolving Loans and the Cash Collateralization of the Letter of Credit Obligations as provided above, the Borrower shall then prepay the Term Loan then outstanding in an amount equal to such excess. (i.e.b) If (x) at any time during a Cash Dominion Period or (y) in respect of any Disposition that would result in the occurrence of a Cash Dominion Period, gross proceeds less any Loan Party or any of its Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the reasonable direct costs ordinary course of such sales or other dispositions)business, such repayments subject to be made the Intercreditor Agreement, the Borrower shall promptly (but in no any event more than three within five (35) Business Days following receipt of such net proceeds, and until receipt) prepay the date Revolving Loans in an amount equal to 100% of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances Net Cash Proceeds (x) firstand, to the outstanding extent such Net Cash Proceeds exceed the aggregate principal installments amount of the Term Revolving Loans in the inverse order of the maturities thereofoutstanding, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Cash Collateralize Letters of Credit in accordance with an amount equal to up to 101% of the aggregate maximum drawable amount of such Letters of Credit). (c) Subject to Section 3.5 hereof, all such payments in respect of the Loans pursuant to this Section 2.9 shall be without premium or penalty. All interest accrued on the principal amount of the Loans paid pursuant to this Section 2.9 shall be paid, or may be charged by the Administrative Agent to any loan account(s) of the Borrower, at the Administrative Agent’s option, on the date of such payment. Interest shall accrue and be due, until the next Business Day, if the amount so paid by the Borrower to the bank account designated by the Administrative Agent for such purpose is received in such bank account after 3:00 p.m. (d) At all times after the occurrence and during the continuance of Cash Dominion Period and notification thereof by the Administrative Agent to the Borrower (subject to the provisions of Section 3.2(b10.3 and to the terms of the Security Agreement), provided however on each Business Day, at or before 1:00 p.m., the Agent shall apply all Same Day Funds credited to the Concentration Account and all amounts received pursuant to Section 2.9(b), first to pay any fees or expense reimbursements then due to the Administrative Agent, the Issuers and the Lenders (other than in connection with Cash Management Obligations, Obligations in respect of Secured Hedge Agreements or any Revolving Commitment Increases), pro rata, second to pay interest due and payable in respect of any Revolving Loans, Swing Loans and any Protective Advances that if no Default or Event may be outstanding, pro rata, third to prepay the principal of Default has occurred any Protective Advances that may be outstanding, pro rata, fourth to prepay the principal of the Revolving Loans, Swing Loans and is continuing, such repayments shall be applied to cash collateralize any Obligations related to Cash Collateralize outstanding Letters Letter of Credit last) Obligations, pro rata, fifth to pay interest due and payable in respect of any Term Loans, pro rata, and sixth to the Borrower or such order other Person entitled thereto or as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofdirected by a court of competent jurisdiction. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes In the event of any Collateral termination of all the Commitments, the Borrower shall, on the date of such termination, repay or prepay all its outstanding Borrowings and replace or cause to be canceled (or make other than Inventory arrangements reasonably satisfactory to the Administrative Agent and the Issuing Bank with respect to) all outstanding Letters of Credit. If, after giving effect to any partial reduction of the Revolving Credit Commitments or at any other time, the Aggregate Revolving Credit Exposure would exceed the Total Revolving Credit Commitment, then the Borrower shall, on the date of such reduction or at such other time, repay or prepay Borrowings and, after such Borrowings shall have been repaid or prepaid in full, replace or cause to be canceled (or make other arrangements reasonably satisfactory to the Ordinary Course Administrative Agent and the Issuing Bank with respect to) Letters of BusinessCredit in an amount sufficient to eliminate such excess. (b) Upon the occurrence of a Prepayment Event, Borrowers the Borrower shall promptly (and in any event within three Business Days of such Prepayment Event) repay outstanding Borrowings (or make other arrangements reasonably satisfactory to the Advances Administrative Agent and the Issuing Bank with respect to Letters of Credit) in an amount equal to the net proceeds Amount To Be Prepaid and a corresponding amount of the Commitments will be permanently canceled (and may not be reborrowed). (c) The Borrower shall deliver to the Administrative Agent, to the extent practicable, at least three Business Days’ prior written notice of such sale prepayment. Each notice of prepayment shall specify the prepayment date, the Class and Type of each Loan being prepaid and the aggregate principal amount of each Loan (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments portion thereof) to be made promptly prepaid. All prepayments of Borrowings under this Section 2.13 shall be subject to Section 2.16, but in no event more than three (3) Business Days following receipt of such net proceedsshall otherwise be without premium or penalty, and until shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject If at any time any of the Availability Requirements fail to Section 7.1 hereofbe satisfied (except as the result of the making of a Protective Advance, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in unless requested by the Ordinary Course of BusinessAdministrative Agent), then, the applicable Borrowers shall repay the Advances in an amount equal to the net proceeds of promptly prepay Loans and Cash Collateralize L/C Obligations (it being understood that any such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall L/C Obligations so Cash Collateralized will not be deemed to be implied consent to any such sale otherwise prohibited by outstanding for purposes of this Section 5.2(a)) so that the terms and conditions hereof. Such repayments shall Availability Requirements will be applied to satisfied. (b) At all times following the outstanding Advances (x) first, to the outstanding principal installments establishment of the Term Loans in Cash Management Systems for the inverse order of relevant jurisdiction pursuant to Section 9.16 and during the maturities thereof, Cash Dominion Period (y) second, subject to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(bthe Security Documents), on each Business Day, at or before 1:00 p.m. (local time), the Administrative Agent shall apply all immediately available funds credited to any Concentration Account, (i) with respect to any Concentration Account of any U.S. Credit Party, first to pay any fees or expense reimbursements then due to the Administrative Agent, the Collateral Agent, each U.S. L/C Issuer, and the U.S. Revolving Credit Lenders hereunder, in each case in their capacity as such, pro rata, second to pay interest due and payable in respect of any Loans (including U.S. Swing Line Loans and U.S. Protective Advances) of the Parent Borrower that may be outstanding, pro rata, third to prepay the principal of any U.S. Protective Advances to the Parent Borrower that may be outstanding, pro rata and fourth to prepay the principal of the U.S. Revolving Credit Loans and U.S. Swing Line Loans to the Parent Borrower and to Cash Collateralize U.S. L/C Obligations of the Parent Borrower, pro rata and (ii) with respect to any Concentration Account of any Foreign Borrower, first to pay any fees or expense reimbursements then due to the Administrative Agent, the Collateral Agent, each Foreign L/C Issuer, and the Foreign Revolving Credit Lenders hereunder, in each case in their capacity as such, pro rata, second to pay interest due and payable in respect of any Loans (including Foreign Swing Line Loans and Foreign Protective Advances) of such Borrower that may be outstanding, pro rata, third to prepay the principal of any Foreign Protective Advances to such Borrower that may be outstanding, pro rata and fourth to prepay the principal of the Foreign Revolving Credit Loans and Foreign Swing Line Loans to such Borrower and to Cash Collateralize Foreign L/C Obligations of such Borrower, pro rata, fifth to pay interest due and payable in respect of any remaining Loans (including Swing Line Loans and Protective Advances) of the Foreign Borrowers that may be outstanding, pro rata, sixth to prepay the principal of any remaining Foreign Protective Advances that may be outstanding, pro rata and seventh to prepay the principal of any remaining Foreign Revolving Credit Loans and Foreign Swing Line Loans and to Cash Collateralize any remaining Foreign L/C Obligations, pro rata; provided however that, at any time that if no Default a certificate is delivered or Event comes into effect pursuant to Section 14.2(c) with respect to a German Borrower (and for so long as any such certificate is in effect with respect to such German Borrower, unless and until otherwise ordered by a court of Default has occurred and is continuingcompetent jurisdiction), funds credited to any Concentration Account of such repayments German Borrower shall only be applied pursuant to cash collateralize any Obligations related to outstanding Letters the first through the fourth sub-clauses above of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofthis clause (ii). (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 If at any time a Borrowing Base Deficiency exists, the Borrower shall, within three Business Days following written notice thereof from the Blackstone Asset Based Finance Representative or the Administrative Agent (acting at the direction of the Loan Agreement shall be amended by amending Section 2.20(aBlackstone Asset Based Finance Representative) and adding (a new Section 2.20(d“Mandatory Prepayment Notice”), each as follows: either (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in prepay the Ordinary Course of Business, Borrowers shall repay the Advances Loans in an aggregate amount equal necessary to the net proceeds of eliminate such sale Borrowing Base Deficiency, and/or (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (32) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit deliver a Cure Notice in accordance with the provisions immediately succeeding paragraph (and, in the case of Section 3.2(bthis clause (2), provided however that if no Default the Borrower shall prepay the Loans in an aggregate amount necessary to eliminate such Borrowing Base Deficiency on or Event prior to the related Extended Mandatory Prepayment Date). Each mandatory prepayment of Default has occurred and Loans under this Section 2.7(c) is continuing, such repayments referred to as a “Mandatory Prepayment”. Mandatory Prepayments of Loans pursuant to this Section 2.7(c) shall not be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability the Priority of Payments. Upon delivery of a Mandatory Prepayment Notice to reborrow Revolving Advances the Borrower pursuant to this Section 2.7(c), the Administrative Agent shall promptly notify each Lender of the contents thereof and of such Lender’s ratable share (if any) of such prepayment. If the Borrower requires additional capital in accordance with order to fund a Mandatory Prepayment or any additional amounts payable in connection therewith, the terms hereofBorrower shall, within three Business Days of such Mandatory Prepayment Notice, (i) notify the Administrative Agent of the amount of such additional capital required in order to fund a Mandatory Prepayment or any additional amounts payable in connection therewith, and (ii) deliver to the Administrative Agent a written report (a “Cure Notice”) that includes a feasible plan to timely cure such Borrowing Base Deficiency acceptable to the Blackstone Asset Based Finance Representative in its sole discretion, including evidence satisfactory to the Blackstone Asset Based Finance Representative that the Equity Holder expects to receive capital from investors in an amount sufficient to make such Mandatory Prepayment in full no later than the Extended Mandatory Prepayment Date (and such proceeds will be contributed by the Equity Holder to the Borrower), and which plan shall give effect to all Unsettled Purchase Assets and Unsettled Sale Assets included in the Borrowing Base. Upon receipt of a Cure Notice, any Mandatory Prepayment shall not be considered due until the date (the related “Extended Mandatory Prepayment Date”) that is the earlier of (x) the fifth Business Day after the first day of the calendar month immediately following the date of such Mandatory Prepayment Notice and (y) the Business Day following the date upon which the Borrower has received capital in an amount sufficient to make such Mandatory Prepayment in full. The Borrower agrees to provide prompt notice to the Blackstone Asset Based Finance Representative if any component of the plan set forth in the Cure Notice fails to be completed, including any investor from which Borrower expects to receive capital rejecting or otherwise not agreeing to timely fund such capital. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. (a) If any Indebtedness (other than any Indebtedness permitted to be incurred in accordance with Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a7.2, but excluding Indebtedness refinanced pursuant to clause (a)(ii) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(athereof) shall be amended and restated incurred by Holdings, the Borrower or any of its Restricted Subsidiaries, the Borrower shall pay an amount equal to 100% of the Net Cash Proceeds of such Indebtedness within three Business Days of the date of receipt thereof to the Administrative Agent to be applied to the Obligations in its entirety as follows:accordance with Section 2.18. (ab) Subject If on any date any of Holdings, the Borrower or any of its Restricted Subsidiaries shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, the Borrower shall pay an amount equal to 100% of such Net Cash Proceeds within three Business Days of the date of receipt thereof to the Administrative Agent to be applied to the Obligations in accordance with Section 7.1 hereof2.18; provided that notwithstanding the foregoing, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business(i) on each Reinvestment Prepayment Date, Borrowers shall repay the Advances in an amount equal to the net proceeds Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be paid to the Administrative Agent to be applied to the Obligations in accordance with Section 2.18 and (ii) on the date (the “Trigger Date”) that is three months after any such Reinvestment Prepayment Date, an amount equal to the portion of any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such Trigger Date shall be paid to the Administrative Agent to be applied to the Obligations in accordance with Section 2.18. (c) If, for any fiscal year of the Borrower commencing with the fiscal year ending December 31, 2012, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date thereafter, pay an amount equal to the Excess Cash Flow Percentage of such sale (i.e., gross proceeds less Excess Cash Flow to the reasonable direct costs of such sales or other dispositions), such repayments Administrative Agent to be made promptly but applied to the Obligations in no event more than three (3) Business Days following receipt of accordance with Section 2.18. Each such net proceeds, and until the date of payment, such proceeds payment shall be held in trust made on a date (an “Excess Cash Flow Application Date”) no later than 90 days following the Borrower’s fiscal year end; provided, however, for Agent. The foregoing the fiscal year ending December 31, 2012, Excess Cash Flow shall not be deemed calculated for the period commencing July 1, 2012 and ending December 31, 2012. (d) Amounts to be implied consent applied in connection with prepayments pursuant to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments Section 2.12 shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof2.18. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. (i) Upon the sale, transfer or other disposition by the Borrower or any Borrower Subsidiary of any Aircraft, or any Equity Interest in any Aircraft Owning Entity or Owner Participant to a Person other than any Borrower Group Member or, if the conditions substantially identical to those set forth in Section 2.20 6.2(p) have been satisfied, any Section 9.7(a) Entity (including, without limitation, in connection with the consummation of any Capital Markets Transaction or any other refinancing by the Loan Agreement shall be amended by amending Section 2.20(aBorrower) and adding (each, a new Section 2.20(d“Disposition Event”), each as follows: (1) Section 2.20(a) the Borrower shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in forthwith deposit into the Ordinary Course of Business, Borrowers shall repay the Advances in Collection Account an amount equal to the net proceeds from such Disposition Event (together with all amounts maintained in the Supplemental Rent Account and the Security Deposit Account attributable to such Aircraft or Equity Interest, that are not payable to the applicable Lessee or seller of such sale (i.e., gross proceeds less the reasonable direct costs of such sales Aircraft or other dispositionsEquity Interest), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments which amounts shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions Flow of Section 3.2(b), provided however that if no Default or Funds on the next Payment Date after such Disposition Event. Upon the occurrence of an Event of Default has occurred Loss with respect to any Aircraft, the Borrower shall, upon the receipt of any insurance, condemnation or other proceeds (including any Lessee or other third party payments and is continuing, all amounts maintained in the Supplemental Rent Account and the Security Deposit Account attributable to such repayments shall Aircraft that are not required to be applied returned to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances the applicable Lessee in accordance with the terms hereofof the Lease) in respect of such Event of Loss, deposit into the Collection Account an amount equal to the then Allocable Advance Amount of such Aircraft (determined as of the date of such Event of Loss), which amount shall be applied in accordance with the Flow of Funds on the next Payment Date after such deposit. (2ii) If there is a new Borrowing Base Deficiency as of any Payment Date, the Borrower shall prepay on such Payment Date the Outstanding Principal Amount by an amount equal to the amount of such Borrowing Base Deficiency by deposit to the Collection Account, which amounts shall be applied in accordance with the Flow of Funds. (iii) If there is a Borrowing Base Deficiency as of any Report Date, the Borrower shall prepay on the Payment Date immediately succeeding such Report Date the Outstanding Principal Amount by an amount equal to the amount of such Borrowing Base Deficiency by deposit to the Collection Account, which amounts shall be applied in accordance with the Flow of Funds. (iv) If the LTV Maintenance Test shall not be satisfied in connection with a Disposition Event or an Event of Loss, the Borrower shall prepay, on the Payment Date specified in Section 2.20(d4.2(b)(i) with respect to such Disposition Event or Event of Loss, as the case may be, the Outstanding Principal Amount by an amount equal to the amount by which the Outstanding Principal Amount is required to be reduced in order for the LTV Maintenance Test to be satisfied, by deposit of such amount into the Collection Account. Any amounts prepaid in accordance with this clause (iv) shall be added as follows:applied in accordance with the Flow of Funds. (v) The Borrower shall give at least four (4) Business’ Day’s prior written notice of any prepayment pursuant to this Section 4.2(b) to the Administrative Agent, which notice shall be irrevocable.

Mandatory Prepayments. (a) Asset Sales, Hedge Receipts and Casualty Events. (i) Other than with respect to Net Asset Sale Proceeds attributable to an Asset Sale permitted by Section 2.20 9.11(a) or Section 9.11(c), to the extent that the aggregate Cash consideration in respect of any Asset Sale(s), Hedge Termination(s) and/or Casualty Event(s) is equal to or in excess of $1,000,000 in any transaction or series of related transactions or $1,500,000 in the aggregate during the term of this Agreement, the Issuer will (at its option) apply such Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds (or, in the case of clause (C) elect to apply such Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds) to one or more of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(dfollowing options within 10 days from the later of the date of such Asset Sale(s), each as followsHedge Termination(s) and/or Casualty Event or the receipt of such Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds: (A) to prepay Loans (as defined in the First Lien Credit Agreement or any functionally equivalent term in a Permitted Revolver Refinancing First Lien Credit Agreement); provided that in connection with any such prepayment of Loans under the First Lien Credit Agreement or Permitted Revolver Refinancing First Lien Credit Agreement, the Issuer will cause the related maximum aggregate credit amount, Borrowing Base, and commitments under the First Lien Credit Agreement or Permitted Revolver Refinancing First Lien Credit Agreement, as applicable, to be permanently reduced by an amount equal to the principal amount so retired (for the avoidance of doubt and notwithstanding anything herein to the contrary, these provisions will not prohibit the Issuer and the Note Parties from increasing the maximum aggregate credit amounts, Borrowing Base and commitments under the First Lien Credit Agreement or Permitted Revolver Refinancing First Lien Credit Agreement at a later date); provided, further, that nothing will restrict the Issuer from temporarily prepaying Loans under the First Lien Credit Agreement or Permitted Revolver Refinancing First Lien Credit Agreement pending application of such amounts pursuant to this Section 3.04(a)(i); (B) to offer to prepay the Notes outstanding under this Agreement in accordance with Section 3.04(a)(ii); (C) so long as no Event of Default has occurred or is continuing at any time from the date of election to the date of reinvestment, to elect to invest in Oil and Gas Properties (including drilling and completion costs of existing Oil and Gas Properties) and make such investments, in each case, to the extent permitted under Section 9.05(k), within 180 days from the later of the date of such Asset Sale(s), Hedge Termination(s) and/or Casualty Event or the receipt of such Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds; provided that (1) Section 2.20(aNet Asset Sale Proceeds, Hedge Receipts and Net Insurance/Condemnation Proceeds attributable to Collateral may only be invested in assets that are or will become Collateral and any such assets with a fair market value in excess of $2,000,000 must become Collateral concurrently with the acquisition thereof, (2) until such time as the Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds are so reinvested, such amounts shall be amended maintained in a deposit account subject to an Account Control Agreement or used to temporarily prepay Loans under the First Lien Credit Agreement or Permitted Revolver Refinancing First Lien Credit Agreement, and restated (3) promptly following any determination by the Issuer of an election to invest Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds pursuant to this Section 3.04(a)(i)(C), the Issuer shall, (x) prior to the initial reinvestment using such Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds and (y) at the time of such reinvestment, deliver to the Agent (for delivery to the Holders) a certificate of a Responsible Officer of the Issuer specifying that the Issuer intends to reinvest such Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds and, in its entirety as follows:each case, certifying that such reinvestment is otherwise permitted under Section 9.05(k); and/or (aD) Subject to elect to redeem (concurrently with the delivery of the applicable notice by RRI with respect to its Series B Redeemable Preferred Stock) all or a portion of the Issuer Series B Preferred Units and substantially contemporaneously therewith an equivalent amount of Series B Redeemable Preferred Stock of RRI in accordance with the RRI Certificate of Designations no later than twenty-five (25) days after such election if, and only if, at such time the Series B Redeemable Preferred Stock of RRI is owned in whole or in part by EIG. (ii) Any Net Asset Sale Proceeds, Hedge Receipts and/or Net Insurance/Condemnation Proceeds from Asset Sale(s), Hedge Termination(s) and/or Casualty Event that are not applied or invested as required by Section 7.1 hereof3.04(a)(i) will be deemed to constitute “Excess Proceeds”. On or before, when any Borrower sells or otherwise disposes of any Collateral other than Inventory (x) the 10th day referenced in Section 3.04(a)(i), in the Ordinary Course case of BusinessSection 3.04(a)(i)(A), Borrowers 3.04(a)(i)(B) and 3.04(a)(i)(D), and (y) the 180th day in the case of Section 3.04(a)(i)(C), if the Issuer has not earlier made an offer to prepay under Section 3.04(a)(i)(B), the Issuer shall repay make an offer (a “Specified Offer”) in accordance with Sections 3.04(d) and 3.04(e) to all the Advances Holders to prepay the maximum principal amount of Notes that may be prepaid out of the Excess Proceeds, at an offer price in cash in an amount equal to 100% of the net proceeds principal amount of such sale (i.e.the Notes plus other than on account of a prepayment with Net Insurance/Condemnation Proceeds, gross proceeds less the reasonable direct costs of such sales or other dispositions)Make-Whole Amount and/or Repayment Fee, such repayments as applicable, plus accrued and unpaid interest to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of paymentpurchase, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions procedures established by the Agent for such offer. To the extent that the aggregate amount of Notes so validly offered for prepayment or tendered and not properly withdrawn pursuant to a Specified Offer in accordance with Section 3.2(b)3.04(e) is less than the Excess Proceeds, provided however that if no Default or Event of Default has occurred the Issuer may use any remaining Excess Proceeds for working capital and is continuing, such repayments shall be applied general corporate purposes and to cash collateralize repay any Obligations related to outstanding Letters of Credit last) in such order as Agent may determineother Debt, subject to Borrowers’ ability the other covenants contained in this Agreement. If the aggregate principal amount of Notes offered for prepayment or surrendered by the Holders, collectively, exceeds the amount of Excess Proceeds, the Agent shall select the Notes to reborrow Revolving Advances be prepaid or purchased on a pro rata basis based on the aggregate principal amount of tendered Notes. Upon completion of the Specified Offer, the amount of Excess Proceeds will be reset at zero. The Issuer shall make each offer for prepayment under this Section 3.04 in accordance with the terms hereofSection 3.04(d) and Section 3.06. (2b) a new Section 2.20(d) shall be added as follows:[Reserved].

Mandatory Prepayments. Section 2.20 (i) No later than the second Business Day following the receipt of Net Proceeds in respect of Extraordinary Receipts in excess of $500,000 in the aggregate for all such Extraordinary Receipts during the term of this Agreement, the Borrowers shall apply an amount equal to 100% of the Loan Agreement Net Proceeds received with respect thereto to prepay outstanding Term Loans; provided that no such prepayment shall be amended required under this clause (i) if the Net Proceeds received are applied, reinvested or otherwise used pursuant to and as contemplated by amending the Approved Budget (including pursuant to an Approved Budget for a future period). (ii) No later than the second Business Day following the receipt of Net Proceeds in respect of any Prepayment Asset Sale or Net Insurance/Condemnation Proceeds in excess of $500,000 in the aggregate for all such proceeds during the term of this Agreement, the Borrowers shall apply an amount equal to 100% of the Net Proceeds or Net Insurance/Condemnation Proceeds received with respect thereto to prepay outstanding Term Loans; provided that no such prepayment shall be required under this clause (ii) if the Net Proceeds received are applied, reinvested or otherwise used pursuant to and as contemplated by the Approved Budget (including pursuant to an Approved Budget for a future period). (iii) If Holdings or any Subsidiary incurs or issues any Indebtedness after the Closing Date (other than Indebtedness permitted under Section 2.20(a6.01) and adding a new Section 2.20(dor any Capital Stock (other than issuances of Capital Stock of any Subsidiary of the Borrower Agent to any other Subsidiary of the Borrower Agent, or to the Borrower Agent), each as follows:the Borrowers shall apply an amount equal to 100% of all Net Proceeds received therefrom on or prior to the date that is two (2) Business Days after the receipt thereof. (1iv) Notwithstanding any provision under this Section 2.20(a2.11(b) to the contrary, (A) any amounts that would otherwise be required to be paid by the Borrowers pursuant to Section 2.11(b)(i) or (ii) above shall not be required to be so prepaid to the extent any such Prepayment Asset Sale is consummated by a Foreign Subsidiary or such Net Insurance/Condemnation Proceeds or Extraordinary Receipts are received by a Foreign Subsidiary, as the case may be, for so long as the repatriation to the United States of any such amounts would be prohibited under any Requirement of Law (the Borrower Agent hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions commercially reasonably required by the applicable local law to permit such repatriation), and once such repatriation of any of such affected Net Proceeds or Net Insurance/Condemnation Proceeds is permitted under the applicable Requirement of Law, such repatriation will be immediately effected and such repatriated Net Proceeds or Net Insurance/Condemnation Proceeds will be promptly (and in any event not later than two (2) Business Days after such repatriation) applied (net of additional Taxes payable or reserved against as a result thereof) to the repayment of the Term Loans pursuant to this Section 2.11(b) to the extent provided herein; and (B) if the Borrowers or the Subsidiaries determine in good faith that the repatriation to the United States of any amounts required to mandatorily prepay the Term Loans pursuant to Section 2.11(b)(i) or (ii) above would result in materially adverse Tax consequences, taking into account any foreign tax credit or benefit expected to be realized in connection with such repatriation (such amount, a “Restricted Amount”), as reasonably determined by the Borrower Agent, the amount the Borrowers shall be amended and restated in its entirety as follows: (a) Subject required to mandatorily prepay pursuant to Section 7.1 hereof2.11(b)(i) or (ii) above shall be reduced by the Restricted Amount until such time as it may repatriate to the United States such Restricted Amount without incurring such materially adverse Tax liability; provided that, when in the case of this clause (B), on or before the date on which any Net Proceeds or Net Insurance/Condemnation Proceeds so retained would otherwise have been required to be applied to prepayments pursuant to this Section 2.11(b), the Borrowers shall apply an amount equal to such Net Proceeds or Net Insurance/Condemnation Proceeds to such prepayments as if such Net Proceeds or Net Insurance/Condemnation Proceeds had been received by the Borrower sells Agent rather than such Foreign Subsidiary, less the amount of additional Taxes that would have been payable or otherwise disposes reserved against it if such Net Proceeds or Net Insurance/Condemnation Proceeds had been repatriated to the United States by such Foreign Subsidiary; provided, further, that to the extent that the repatriation of any Collateral other than Inventory in the Ordinary Course of BusinessNet Proceeds or Net Insurance/Condemnation Proceeds from such Foreign Subsidiary would no longer have a materially adverse Tax consequence, Borrowers shall repay the Advances in an amount equal to the net proceeds Net Proceeds or Net Insurance/Condemnation Proceeds, as applicable, not previously applied pursuant to this immediately preceding clause, shall be promptly applied to the repayment of such sale the Term Loans pursuant to Section 2.11(b) as otherwise required above (i.e.without regard to this clause (iv)). (v) Notwithstanding any of the other provisions of this Section 2.11, gross proceeds less the reasonable direct costs Required Lenders may elect to waive any mandatory prepayment of such sales or other dispositions), such repayments Term Loans required to be made promptly pursuant to clauses (i) and (ii) of this Section 2.11(b) by providing written notice to the Administrative Agent and the Borrower Agent. (vi) All prepayments under this Section 2.11(b) shall be accompanied by all accrued and unpaid interest on the amount prepaid and, in the case of a prepayment of a SOFR Term Loan only, any additional amounts required pursuant to Section 2.16. In addition, each prepayment of Term Loans pursuant to Section 2.10 and 2.11 shall be applied by Administrative Agent, in accordance with Section 2.18(b) unless prior to such prepayment the Administrative Agent receives a certification from the Required Lenders that the one or more of the Orders specifies otherwise, which certification includes a direction from the Required Lenders as to how the Administrative Agent should apply such prepayment. (vii) Notwithstanding any of the other provisions of this Section 2.11, each Lender may elect not to accept all (but in not less than all) of its pro rata percentage of any mandatory prepayment (any such Lender, a “Declining Lender”, and any such declined amounts, the “Declined Amounts”) of Term Loans required to be made pursuant to clauses (i) and (ii) of this Section 2.11(b) by providing written notice (each, a “Rejection Notice”) to the Administrative Agent no event more later than three (3) 5:00 p.m., New York City time, on the Business Days following Day of such ▇▇▇▇▇▇’s receipt of notice from the Administrative Agent regarding such net proceedsprepayment. If a Lender fails to deliver a Rejection Notice to the Administrative Agent within the time frame specified above such failure will be deemed an acceptance of the total amount of such mandatory prepayment of Term Loans. Any Declined Amounts shall be offered to Lenders that are not Declining Lenders on a pro rata basis, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments Declined Amounts remaining thereafter shall be applied to the outstanding Advances (x) first, prepay other Indebtedness to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with extent required by the terms hereofthereof as determined by the Borrower Agent and, after giving effect thereto, any remaining amounts may be retained by the Borrower. (2viii) The Borrower Agent shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.11(b), a new certificate signed by a Responsible Officer of the Borrower Agent setting forth in reasonable detail the calculation of the amount of such prepayment. Each such certificate shall specify the principal amount of each Borrowing (or portion thereof) to be prepaid. Prepayments shall be accompanied by accrued interest on the amount to prepaid. All prepayments of Borrowings under this Section 2.20(d2.11(b) shall be added as follows:subject to Section 2.12 and Section 2.16, but shall otherwise be without premium or penalty.

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject Until the Rollover Date, if the Borrower or any Subsidiary receives any Net Cash Proceeds from any Asset Sale, the Borrower shall offer to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances prepay Loans in an amount equal to the net proceeds 100% of such sale Net Cash Proceeds (i.e.in the case of an Asset Sale by a Foreign Subsidiary, gross proceeds less net of additional taxes payable (or that would be payable if the reasonable direct costs Net Cash Proceeds were repatriated to the United States) or reserved against as a result thereof) in accordance with Section 2.10(b)(v) on or prior to the date which is ten (10) Business Days after the date of the realization or receipt of such sales Net Cash Proceeds; provided that no such offer to make a prepayment shall be required pursuant to this Section 2.10(b)(i)(A) with respect to such Net Cash Proceeds that the Borrower shall reinvest in accordance with Section 2.10(b)(i)(B). (b) With respect to any Net Cash Proceeds realized or other dispositions)received with respect to any Asset Sale, at the option of the Borrower the Borrower may reinvest all or any portion of such repayments Net Cash Proceeds in assets useful for the Borrower’s or a Subsidiary’s business within twelve (12) months following receipt of such Net Cash Proceeds; provided that any such Net Cash Proceeds that are not so reinvested within the applicable time period set forth above shall be applied as set forth in Section 2.10(b)(i)(A) within five (5) Business Days after the end of the applicable time period set forth above. (ii) If a Change in Control occurs, the Borrower shall offer to prepay all Loans within 30 days following the date of such Change in Control. (iii) The Borrower shall notify the Administrative Agent in writing of any mandatory prepayment of Loans required to be made promptly but in no event more than pursuant to clause (i) of this Section 2.10(b) at least three (3) Business Days prior to the date of such prepayment and or any prepayment pursuant to clause (iii) of this Section 2.10(c) at least ten (10) Business Days prior to the date of such 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 Lender of the contents of the Borrower’s prepayment notice and of such Lender’s pro rata share of the prepayment. (iv) Notwithstanding any other provisions of this Section 2.10(b) to the contrary, to the extent that any or all the Net Cash Proceeds of any Asset Sale by a Foreign Subsidiary giving rise to a prepayment event pursuant to Section 2.10(b)(i) (a “Foreign Disposition”) are prohibited or delayed by applicable local Law from being repatriated to the United States, the portion of such Net Cash Proceeds so affected will not be required to be applied to offer to repay Loans at the times provided in this Section 2.10(b) but may be retained by the applicable Foreign Subsidiary so long, but only so long, as applicable Law will not permit or delays repatriation to the United States (the Borrower hereby agreeing to cause the applicable Foreign Subsidiary to promptly take all actions reasonably required by the applicable Law to permit such repatriation), and once such repatriation of any of such affected Net Cash Proceeds is permitted under the applicable Law, such repatriation will be promptly effected and such repatriated Net Cash Proceeds will be promptly (and in any event not later than five (5) Business Days after such repatriation) applied (net of additional taxes payable or reserved against as a result thereof) to the repayment of the Loans pursuant to this Section 2.10(b) to the extent provided herein; provided, however, that to the extent that the Borrower has determined in good faith that repatriation of any of or all the Net Cash Proceeds of any Foreign Disposition would have material adverse tax consequences, the Net Cash Proceeds so affected may be retained by the applicable Foreign Subsidiary, provided that, in the case of this clause (ii), on or before the date 12 months following the date of receipt of such net proceedsNet Cash Proceeds, and until (x) the date of payment, Borrower shall apply an amount equal to such proceeds shall be held in trust for Agent. The foregoing shall not be deemed Net Cash Proceeds to be implied consent to any such sale otherwise prohibited reinvestments or prepayments as if such Net Cash Proceeds had been received by the terms and conditions hereof. Such repayments Borrower rather than such Foreign Subsidiary, less the amount of additional taxes that would have been payable (or that would be payable if the Net Cash Proceeds were repatriated to the United States) or reserved against if such Net Cash Proceeds had been repatriated or (y) such Net Cash Proceeds shall be applied to the outstanding Advances (x) first, to the outstanding principal installments repayment of the Term Loans in the inverse order Indebtedness of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofa Foreign Subsidiary. (2v) a new Each prepayment of Loans pursuant to this Section 2.20(d2.10(b) shall be added as follows:offered to the Lenders on a pro rata basis pursuant to procedures satisfactory to the Administrative Agent (it being understood that any Lender may decline to participate in any such prepayment). (vi) Any prepayment of Loans pursuant to this Section 2.10(b) shall be accompanied by (i) accrued interest to the extent required by Section 2.12, (ii) break funding payments to the extent required by Section 2.15 and (iii) in the case of a prepayment pursuant to Section 2.10(b)(ii) following the occurrence of a Demand Failure Event, a premium equal to 1% of the principal amount of the Loans prepaid.

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when Within five (5) Business Days of receipt by PRGX or any Borrower sells or otherwise disposes Subsidiary of cash proceeds of any Collateral sale or disposition by PRGX or such Subsidiary of any of its assets other than Inventory to a Borrower or a Subsidiary, to the extent permitted by this Agreement, or cash proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings, other than cash proceeds from sales of inventory or equipment in the Ordinary Course ordinary course of Businessbusiness, in each case, in an aggregate amount exceeding $100,000, Borrowers shall repay prepay the Advances Obligations in an amount equal to all such cash proceeds, net of commissions and other reasonable and customary transaction costs, fees and expenses (including, without limitation, amounts used to retire liens on the net property transferred, transfer taxes and income taxes) properly attributable to such transaction and payable by PRGX or such Subsidiary in connection therewith (in each case, paid to non-Affiliates), provided, however, with respect to cash proceeds of casualty insurance policies, PRGX and its Subsidiaries shall be permitted to utilize such sale cash proceeds to repair and/or replace any such affected assets so long as no Event of Default has occurred or is continuing. Any such prepayment shall be applied in accordance with paragraph (i.e.d) below. (b) If PRGX or any Subsidiary issues any Indebtedness or equity securities (other than (i) Indebtedness permitted under Section 7.1, gross proceeds less (ii) equity securities issued by a Subsidiary to PRGX or another Subsidiary and (iii) equity issuances upon the reasonable direct costs exercise of such sales or other dispositions)stock options granted under an equity incentive plan of PRGX) for a consideration consisting of cash, such repayments to be made promptly but in each case, in an aggregate amount exceeding $100,000, then no event more later than three (3) the Business Days Day following receipt of such net proceeds, and until the date of paymentreceipt of the cash proceeds thereof, Borrowers shall prepay the Obligations in an amount equal to all such proceeds shall be held cash proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in trust for Agentconnection therewith. The foregoing shall not be deemed to be implied consent to any Any such sale otherwise prohibited by the terms and conditions hereof. Such repayments prepayment shall be applied in accordance with Section 2.12(d). (c) Within thirty (30) days after the date in which the financial statements are delivered in accordance with Section 5.1(a) for the Fiscal Year (commencing with the Fiscal Year ending December 31, 2010), the Borrowers shall prepay the Obligations in an amount equal to 50% of Excess Cash Flow if the outstanding Advances Borrowers’ Leverage Ratio is greater than to 0.75 : 1.00. Calculations relating to determination of the Borrowers’ Leverage Ratio and the amount of payments of Excess Cash Flow shall be made as of the end of each Fiscal Year (xcommencing with the Fiscal Year ending December 31, 2010) based upon the annual audited financial statements of PRGX and its Subsidiaries delivered by the Borrowers pursuant to Section 5.1(a). (d) Any prepayments made by the Borrowers pursuant to Sections 2.12(a), (b) or (c) above shall be applied as follows: first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the outstanding Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the principal balance of the Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of the Term Loans, and applied to installments of the Term Loans in the inverse order of the maturities thereof, (y) secondmaturity; fifth, to the outstanding principal installments balance of the Equipment Loans Revolving Loans, until the same shall have been paid in full, pro rata to the inverse order of the maturities thereof, Lenders based on their respective Revolving Commitments and (z) thirdsixth, to Cash Collateralize the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with Section 2.22(g) in an amount in cash equal to 105% of the provisions LC Exposure as of such date plus any accrued and unpaid fees thereon, provided, however, that clauses fifth and sixth in this subsection (d) shall not apply to prepayments made by the Borrowers pursuant to Section 3.2(b)2.12(c) unless an Event of Default exits and is continuing. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fifth and sixth above, provided however that if no Default or unless an Event of Default has occurred and is continuingcontinuing and the Required Lenders holding Revolving Commitments so request. Upon Borrowers’ Agent’s written request, all mandatory prepayments made by Borrowers pursuant to Section 2.12 shall be held by the Administrative Agent as Cash Collateral for the benefit of the Lenders and the Issuing Bank pending expiration of the then applicable Interest Period if the Borrowers’ Agent has a reasonable basis for believing that, in so doing, the Borrowers will avoid or mitigate the payment of any material amount of interest rate breakage fees which would otherwise result from an immediate application of such repayments prepayment amounts. (e) If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.8 or otherwise, the Borrowers shall immediately repay Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.19. Each prepayment shall be applied first to the Base Rate Loans to the full extent thereof, and next to LIBOR Index Rate Loans to the full extent thereof. If after giving effect to prepayment of all Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash collateralize equal to such excess plus any Obligations related accrued and unpaid fees thereon to outstanding Letters of Credit last) in such order be held as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances collateral for the LC Exposure. Such account shall be administered in accordance with the terms Section 2.22(g) hereof. (2f) a new Section 2.20(d) If at any time, the Revolving Credit Exposure of all Lenders shall exceed the Borrowing Base, then the Borrowers shall immediately prepay Revolving Loans in an amount sufficient to eliminate such excess. Each prepayment shall be added applied first to the Base Rate Loans to the full extent thereof, and next to LIBOR Index Rate Loans to the full extent thereof. If after giving effect to prepayment of all Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Borrowing Base, the Borrowers shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash equal to such excess plus any accrued and unpaid fees thereon to be held as follows:collateral for the LC Exposure. Such account shall be administered in accordance with Section 2.22(g) hereof.

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (ai) Subject to the payment of the amounts described in Section 7.1 hereof2.6(d), when in the event the CP Insurance Policy is terminated, cancelled or modified in writing for any Borrower sells reason (provided that any such modification has not been consented to by the Collateral Agent) or if the Issuer shall dispute in writing the validity of the CP Insurance Policy or its liability for coverage thereunder, the Issuer shall prepay the entire outstanding principal amount of the Notes no later than five (5) Business Days following such termination, cancellation, modification or dispute. (ii) Subject to the payment of the amounts described in Section 2.6(d), if the Obligors sell or otherwise disposes of any Collateral other than Inventory in all or substantially all of the Ordinary Course of BusinessCollateral, Borrowers the Issuer shall repay prepay the Advances Notes in an amount equal to the net proceeds Net Cash Proceeds of such sale (i.e., gross proceeds less or disposition. Such repayment of the reasonable direct costs of such sales or other dispositions), such repayments Notes is to be made promptly but in no event more than three five (35) Business Days following receipt of such net proceedsCash Proceeds by an Obligor, and until the date of payment, such proceeds shall be held in trust for Agentthe Collateral Agent on behalf of itself and on behalf of the other Secured Parties. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments . (iii) Proceeds received by any Obligor, the Collateral Agent or the Note Administrative Agent under the CP Insurance Policy, shall be paid by the relevant recipient to the Note Purchasers and applied to the outstanding principal amount of the Notes within one (1) Business Day of receipt thereof. (iv) Net Cash Proceeds received by any Obligor (A) under any property or casualty insurance policy of any Obligor (other than business interruption insurance) on account of damage or destruction of any Collateral or under any condemnation award as a result of any taking or condemnation of any Collateral) shall be applied to the outstanding Advances principal amount of the Notes within ten (x10) firstBusiness Days of receipt thereof, and (B) with respect to any Disposition (other than Dispositions described in clause (ii) above or any Disposition permitted under clauses (a) through (l) of the definition of “Permitted Dispositions”) shall be applied to the outstanding principal installments amount of the Term Loans Notes within ten (10) Business Days of receipt thereof; provided that with respect to any Net Cash Proceeds described in this clause (iv), the Issuer may, within such ten (10) Business Day period, elect by written notice to the Collateral Agent to apply such Net Cash Proceeds to repair or replace Collateral or reinvest in assets of a kind then used or usable in the inverse order business of the maturities thereofObligors and their Subsidiaries (other than cash, Cash Equivalent or other current assets), and if it does so elect, shall not be required to apply such Net Cash Proceeds to prepay the Notes as set forth above except to the extent of any such Net Cash Proceeds that it has not so applied to repair or replace Collateral or reinvest in such assets within 180 days of receiving such Net Cash Proceeds (y) secondor, if a binding commitment in respect thereof has been entered into within such 180-day period, to the outstanding principal installments extent of any such Net Cash Proceeds that it has not so applied to repair or replace Collateral or reinvest in assets within 180 days after the Equipment Loans end of such 180-day period) (or, in the inverse order of the maturities thereofeach case, and (z) third, such longer period acceptable to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(bCollateral Agent), provided however that if so long as (x) no Default or Event of Default has occurred and is continuing, continuing at the time of such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit lastreinvestment and (y) such Net Cash Proceeds are held in such order as Agent may determinea Deposit Account, subject to Borrowers’ ability a Deposit Account Control Agreement prior to reborrow Revolving Advances in accordance with the terms hereofconsummation of such reinvestment. (2v) a new Subject to the payment of the amounts described in Section 2.20(d2.6(d), if the Obligors incur any Indebtedness not expressly permitted to be incurred pursuant to Section 7.6, the Issuer shall prepay the Notes in an amount equal to the Net Cash Proceeds of such Indebtedness. Such repayment of the Notes is to be made promptly but in no event more than one (1) Business Day following receipt of such Net Cash Proceeds by an Obligor, and until the date of payment, such proceeds shall be added as follows:held in trust for the Collateral Agent on behalf of itself and on behalf of the other Secured Parties.

Mandatory Prepayments. (i) Except as provided in Section 2.20 2.8, if at any time the Total Outstandings exceed the lesser of (i) the Loan Agreement shall be amended by amending Section 2.20(aBorrowing Base and (ii) and adding a new Section 2.20(d)the Aggregate Commitment, each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay promptly upon the Advances earlier of (A) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (B) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Loans and third, with respect to any Letters of Credit then outstanding, to a payment of cash collateral into a cash collateral account opened by the Administrative Agent, for the benefit of the Lenders. (ii) If as of the most recent Revaluation Date and for any reason (including, without limitation, due to currency rate fluctuations) (A) the outstanding Letter of Credit Obligations exceed the Letter of Credit Limit or (B) the outstanding Alternative Currency Letter of Credit Obligations exceed the Alternative Currency Letter of Credit Sublimit, then the Borrowers shall, promptly upon the earlier of (x) any Responsible Officer of the Administrative Borrower obtaining knowledge thereof and (y) demand from the Administrative Agent, by payment to the Administrative Agent for the account of the applicable Issuing Banks and the Lenders, make a payment of cash collateral in an amount equal to such excess into a cash collateral account opened by the net proceeds Administrative Agent, for the benefit of the applicable Issuing Banks and the Lenders. (iii) If at any time any Loan Party or any of its Subsidiaries shall receive Net Cash Proceeds from (A) any insurance or condemnation award payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any Collateral or (B) the sale (or series of sales) or other disposition of Collateral or Material Trademarks, the Borrowers shall prepay Loans in an amount equal to one hundred percent (100%) of such sale (i.e.Net Cash Proceeds, gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to which Net Cash Proceeds shall promptly upon receipt thereof be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, deposited into a Blocked Account and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments payments therefrom shall be applied by the Administrative Agent for the account of the Lenders first to the principal amount of outstanding Advances Swingline Loans and second to the principal amount of outstanding Revolving Loans, without a corresponding reduction of the Aggregate Commitment; provided that such prepayment shall only be required (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, during a Cash Dominion Period or (y) secondif, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating after giving effect to any outstanding Letters of Credit event described in accordance with the provisions of Section 3.2(bthis clause (ii), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall a Cash Dominion Period (without giving effect to any Cash Dominion Grace Period) would be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereoftriggered. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereofWithin 5 Business Days of receipt by a Borrower or any Restricted Subsidiary of proceeds of any sale or disposition by such Borrower or such Restricted Subsidiary of any of their assets, when or receipt of proceeds of any Borrower sells casualty or otherwise disposes condemnation loss of any Collateral or other assets of any Borrower or any Restricted Subsidiary (excluding (i) sales permitted by Section 7.6(b), Section 7.6(c), Section 7.6(d), Section 7.6(f), Section 7.6(g) and Section 7.6(h), (ii) sales of assets the proceeds of which are reinvested in assets of a kind then used or useful in the business of the Borrowers and their Restricted Subsidiaries within 180 days after such assets are sold or disposed of; provided, however, that the proceeds from the sale of any Subsidiary, line of business, fixed assets or operating assets shall not be reinvested in Permitted Investments (other than Inventory Permitted Investments that are acquired in connection with a Permitted Acquisition)), the Ordinary Course of Business, Borrowers shall repay prepay the Advances Loans in an amount equal to the all such proceeds, net proceeds of (i) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such sale transaction and payable by such Borrower in connection therewith (i.e.in each case, gross proceeds less the reasonable direct costs of such sales paid to non-Affiliates) and (ii) Taxes paid or other dispositions), such repayments reasonably estimated to be made promptly but in no event more than three payable as a result thereof (3after taking into account any tax sharing arrangements) Business Days following receipt of such net proceedsand, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent with respect to any such sale otherwise prohibited proceeds received by a Foreign Subsidiary, the terms and conditions hereof. Such repayments shall amount of any Taxes that are reasonably estimated to be applied to the outstanding Advances (x) first, to the outstanding principal installments payable by any applicable Affiliate as a result of the Term Loans in the inverse order repatriation of the maturities thereofsuch proceeds; provided, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if so long as no Default or Event of Default has occurred and is continuing, such repayments net proceeds in an amount of up to $1,000,000 in any Fiscal Year shall not be required to prepay the Loans. Any such prepayment under this clause (a) shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofparagraph (c) below. (2b) If either Borrower or any of their Restricted Subsidiaries issues any debt or equity securities (other than (i) Indebtedness permitted under Section 7.1, (ii) equity securities issued by a new Section 2.20(dBorrower or a Restricted Subsidiary of the Borrowers as all or a portion of the consideration to be paid in connection with a Permitted Acquisition, (iii) proceeds from the issuance of equity securities that are applied to the repayment of the Fortegra Preferred Stock and Indebtedness outstanding under the Subordinated Debenture Purchase Agreement, (iv) equity securities issued to Summit Partners its Affiliates, or other Persons co-investing in Fortegra with Summit Partners, and (v) equity issued to senior management of the Borrowers), then no later than the fifth Business Day following the date of receipt of the proceeds thereof, the Borrowers shall prepay the Loans in an amount equal to the Mandatory Prepayment Percentage of all such proceeds, net of (x) underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in connection therewith and (y) with respect to any such proceeds received by a Foreign Subsidiary, the amount of any Taxes that are reasonably estimated to be payable by any applicable Affiliate as a result of the repatriation of such proceeds. Any such prepayment under this clause (b) shall be added applied in accordance with Section 2.10(c). (c) Any prepayments made by the Borrowers pursuant to Section 2.10(a) or (b) above shall be applied by the Administrative Agent as follows:: first, to Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all other fees and reimbursable expenses of the Lenders then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders based on their respective Pro Rata Shares of such fees and expenses; third, to interest then due and payable on the Loans made to Borrowers, pro rata to the Lenders based on their respective Revolving Commitments; and fourth, to the principal balance of the Loans, until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to this subsection (c). (d) If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.6 or otherwise, the Borrower shall immediately repay Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.17. Each prepayment shall be applied first to the Base Rate Loans to the full extent thereof, and second to Eurodollar Loans to the full extent thereof.

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when When any Borrower sells or otherwise disposes of any Collateral resulting in Net Disposition Proceeds in excess of $500,000 in the aggregate in any fiscal year, other than Inventory in the Ordinary Course of BusinessBusiness or Dispositions otherwise permitted under Section 7.1, Borrowers shall repay the Advances in an amount equal to the net proceeds Net Disposition Proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions)sale, such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans Loan in the inverse order of the maturities thereof, and (zy) thirdsecond, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to re-borrow Revolving Advances in accordance with the terms hereof. (b) Notwithstanding the foregoing, with respect to any Net Disposition Proceeds which would otherwise give rise to a prepayment under Section 2.20(a), so long as no Event of Default shall have occurred and be continuing and the Borrowing Agent shall have notified Agent within two (2) Business Days following receipt of such Net Disposition Proceeds of the applicable Loan Party’s or its Subsidiary’s election to reinvest all or any portion of such Net Disposition Proceeds in fixed or capital assets or other assets useful to the business of the Loan Parties and their Subsidiaries, then such Net Disposition Proceeds shall be applied by Agent to the Revolving Advances and Agent shall implement a reserve equal to the amount of such Net Disposition Proceeds pursuant to Section 2.1(a)(y)(vi). Borrowers may request Revolving Advances in the amount of the Net Disposition Proceeds (or such portion thereof) to pay the actual cost of reinvestment and the reserve with respect to such amount shall be released and shall be available to Borrowers as a Revolving Advance, so long as (i) Borrowers have sufficient Undrawn Availability (after giving effect to the release of the reserve for such amount) to cause such Revolving Advances to be made, (ii) all conditions to funding sent forth in Section 8.2 or 8.3 (as applicable) of this Agreement have been satisfied and (iii) Borrowers agree to use the proceeds of the Revolving Advances to pay the cost of such cost of reinvestment. The foregoing shall not be deemed to be implied consent to any Disposition or other transaction prohibited by the terms and conditions of this Agreement or any Other Document. (c) Borrowers shall prepay the outstanding amount of the Term Loans in an amount equal to twenty-five percent (25%) of Excess Cash Flow for each fiscal year beginning with the fiscal year ending December 31, 2022, payable upon delivery of the financial statements to Agent referred to in and required by Section 9.7 for such fiscal year but in any event not later than one hundred twenty (120) days after the end of each such fiscal year, which amount shall be applied to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof. In the event that the financial statements are not so delivered, then a calculation based upon estimated amounts shall be made by Agent upon which calculation Borrowers shall make the prepayment required by this Section 2.20(c), subject to adjustment when the financial statements are delivered to Agent as required hereby. The calculation made by Agent shall not be deemed a waiver of any rights Agent or Lenders may have as a result of the failure by Borrowers to deliver such financial statements. (d) In the event of any issuance or other incurrence of Indebtedness (other than Permitted Indebtedness) by Borrowers, Borrowers shall, no later than three (3) Business Days after the receipt by Borrowers of the cash proceeds from any such issuance or incurrence of Indebtedness, repay the Advances in an amount equal to one hundred percent (100.00%) of such cash proceeds in the case of such incurrence or issuance of Indebtedness. Such repayments will be applied (x) first, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof and (y) second, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (2e) a new Other than pursuant to any issuance of Equity Interests of Borrowers (i) contemplated by Section 2.20(d6.5(d), (ii) used to fund Capital Expenditures not to exceed $4,000,000 per fiscal year or (iii) used to fund Permitted Acquisitions, Borrowers shall provide Agent within ten (10) days’ written notice of such issuance of Equity Interests, and Agent in its sole discretion, within such ten (10) day period, may request an appraisal of Equipment and Real Property to determine if the then outstanding balance of the Term Loan exceeds the Term Loan Collateral Amount at the time of such issuance of Equity Interests. If Agent does not order an appraisal of the Equipment and Real Property, then one hundred percent (100.00%) of the net cash proceeds received from the issuance of Equity Interests shall be added applied to the Revolving Advances. If Agent orders an appraisal of the Equipment and Real Property and the Term Loan Collateral Amount exceeds the then outstanding balance of the Term Loan, then one hundred percent (100.00%) of such net cash proceeds received from the issuance of Equity Interests shall be applied to the Revolving Advances. If Agent orders an appraisal of the Equipment and Real Property and the then outstanding balance of the Term Loan exceeds the Term Loan Collateral Amount, then one hundred percent (100.00%) of such net cash proceeds received from the issuance of Equity Interests shall be applied (x) first, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof until the outstanding balance of the Term Loan is equal to the Term Loan Collateral Amount and (y) second, to the remaining Advances (including ▇▇▇▇ collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as follows:Agent may determine subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (f) All proceeds received by Borrowers or Agent (i) under any insurance policy on account of damage or destruction of any assets or property of any Borrowers, or (ii) as a result of any taking or condemnation of any assets or property shall be applied in accordance with Section 6.6.

Mandatory Prepayments. Section 2.20 (i) If at any time the aggregate total Revolving Credit Exposure of all of the Loan Agreement shall be amended by amending Section 2.20(aLenders exceeds the lesser of (i) and adding a new Section 2.20(d)the Aggregate Revolving Commitments of all of the Revolving Lenders or (ii) the Borrowing Base, each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay immediately prepay the Advances entire amount of such excess to the Administrative Agent, for the ratable account of the Revolving Lenders, in an aggregate amount equal to such excess in accordance with clause (vi) below. (ii) Upon the net proceeds Disposition of such sale any assets by the Borrowers or any Subsidiary (i.e., gross proceeds less the reasonable direct costs of such sales other than a Disposition permitted under Section 8.4(b) or other dispositions(i)), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of the Net Cash Proceeds received therefrom promptly following receipt thereof by the Borrowers or such repayments Subsidiary (such prepayments to be made promptly but applied as set forth in no event more than three clause (3vi) Business Days following below); provided, however, that at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date of receipt of such net proceeds), the Borrowers or such Subsidiary may reinvest such proceeds to replace such assets in respect of which such proceeds were received so long as (I) such reinvestment is completed within 180 days after the receipt of such proceeds, and until the date (II) while such reinvestment is underway, all of payment, such proceeds shall be held are on deposit with the Administrative Agent in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by a separate deposit account over which the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereofAdministrative Agent has exclusive control, and (zIII) third, to the remaining Advances (including cash collateralization such Disposition did not cause an Event of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if Default and no other Default or Event of Default has occurred and is continuing; provided, further, that any Net Cash Proceeds not reinvested within such repayments 180-day period shall be promptly applied to the prepayment of the Loans as otherwise set forth in clause (vi) below. For the avoidance of doubt, nothing in this clause (ii) shall be construed to permit any Disposition of assets not otherwise permitted hereunder. (iii) Upon the sale or issuance by the Borrowers or any Subsidiary of any of their Equity Interests (other than any Specified Contribution), the Borrowers shall prepay an aggregate principal amount of Loans in the amount equal to 100% of all Net Cash Proceeds received therefrom promptly following receipt thereof by the Borrowers or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below). For the avoidance of doubt, nothing in this clause (iii) shall be construed to permit any sale or issuance of Equity Interests not otherwise permitted hereunder. (iv) Upon the issuance or incurrence by the Borrower or any Subsidiary of any Indebtedness (other than Indebtedness permitted under Section 8.1), the Borrower shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly following receipt thereof by the Borrower or such Subsidiary (such prepayment to be applied as set forth in clause (vi) below). For the avoidance of doubt, nothing in this clause (iv) shall be construed to permit the issuance or incurrence of Indebtedness not otherwise permitted hereunder. (v) Upon the receipt by the Borrowers or any Subsidiary of any Net Cash Proceeds not in the ordinary course of business, including, without limitation, tax refunds, pension plan reversions, proceeds of insurance, condemnation awards (and payments in lieu thereof), indemnity payments and any purchase price adjustments (each, an “Extraordinary Receipt”), the Borrowers shall prepay an aggregate principal amount of Loans equal to 100% of all Net Cash Proceeds received therefrom promptly following receipt thereof by the Borrowers or such Subsidiary (such prepayments to be applied as set forth in clause (vi) below); provided, however, that with respect to insurance proceeds received in connection with any casualty or condemnation event, at the election of the Borrowers (as notified by the Borrowers to the Administrative Agent on or prior to the date of receipt of such proceeds), the Borrowers may apply such proceeds to the repair, restoration, or replacement of the assets suffering such casualty or condemnation event, so long as (A) such repair, restoration, or replacement is completed within 180 days after the receipt of such proceeds, (B) while such repair, restoration, or replacement is underway, all of such proceeds are on deposit with the Administrative Agent in a separate deposit account over which the Administrative Agent has exclusive control and otherwise available to the Borrowers upon its request to pay for the costs and expenses of such repair, restoration or replacement as such costs and expenses are incurred, and (C) such casualty or condemnation event did not cause an Event of Default and no other Default or Event of Default has occurred and is continuing; provided, further, if such repair, restoration, or replacement is not completed within such 180-day period, then such Net Cash Proceeds shall be promptly applied to the prepayment of the Loans as otherwise set forth in clause (vi) below. (vi) Prepayments of Loans under Sections 2.8(b)(ii) through (v) shall be applied first, to cash collateralize the remaining installments of principal due on the Revolving Loans, in order of maturity; and shall be applied first, to any Obligations related Base Rate Loans then outstanding, and second, to outstanding Letters of Credit last) any SOFR Loans then outstanding, and if more than one SOFR Loan is then outstanding, to such SOFR Loans in such order as the Borrowers may direct, or if the Borrowers fails to so direct, as the Administrative Agent may determineshall elect. For the avoidance of doubt, subject the application of any mandatory prepayment to Borrowers’ ability the Outstanding Amount of the Revolving Loans made pursuant to reborrow Revolving Advances in accordance with the terms hereof. (2) a new this Section 2.20(d2.8(b)(vi) shall not result in a corresponding permanent reduction of the Aggregate Revolving Commitments. Unless so directed by the Borrowers, or unless an Event of Default has occurred and is continuing, any prepayment of Loans pursuant to this Section 2.8(b) shall only be added as follows:applied to the outstanding SOFR Loans (A) on the last day of the Interest Period applicable thereto or (B) to the extent that there are no outstanding Base Rate Loans, and, in any such event, the Borrowers shall pay all amounts required pursuant to Section 2.16.

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when Immediately upon receipt by the Borrowers or any Borrower sells or otherwise disposes of their Subsidiaries of any Collateral proceeds of any sale or disposition by the Borrowers or any of their Subsidiaries of any of their assets (other than Inventory to another Loan Party), or any proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings, in each case in an aggregate amount exceeding $2,000,000, the Ordinary Course of Business, Borrowers shall repay prepay the Advances Obligations in an amount equal to all such proceeds, net of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the net Borrowers in connection therewith (in each case, paid to non-Affiliates); provided that the Borrowers shall not be required to prepay the Obligations with respect to (i) proceeds from the sales of such sale assets in the ordinary course of business, and (i.e.ii) proceeds from casualty insurance policies or eminent domain, gross proceeds less condemnation or similar proceedings that are reinvested in assets then used or usable in the reasonable direct costs business of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days the Borrowers and their Subsidiaries within 180 days following receipt thereof, so long as such proceeds are held in Controlled Accounts at SunTrust Bank or subject to Control Account Agreements until reinvested. Any such prepayment shall be applied in accordance with subsection (c) of such net proceeds, and until this Section. (b) No later than the Business Day following the date of paymentreceipt by the Borrowers or any of their Subsidiaries of any proceeds from any issuance of Indebtedness or equity securities by the Borrowers or any of their Subsidiaries, the Borrowers shall prepay the Obligations in an amount equal to all such proceeds shall be held proceeds, net of underwriting discounts and commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the Borrowers in trust for Agent. The foregoing connection therewith (in each case, paid to non-Affiliates); provided that the Borrowers shall not be deemed required to be implied consent prepay the Obligations with respect to any proceeds of Indebtedness permitted under Section 7.1. Any such sale otherwise prohibited by the terms and conditions hereof. Such repayments prepayment shall be applied in accordance with subsection (c) of this Section. (c) Any prepayments made by the Borrowers pursuant to the outstanding Advances subsection (xa) or (b) of this Section shall be applied as follows: first, to the outstanding Administrative Agent’s fees and reimbursable expenses then due and payable pursuant to any of the Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the principal balance of the Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of the Term Loans, and applied to installments of the Term Loans in the inverse order of the maturities thereof, (y) secondmaturity; fifth, to the outstanding principal installments balance of the Equipment Loans Swingline Loans, until the same shall have been paid in the inverse order of the maturities thereof, and (z) thirdfull, to the remaining Advances (including cash collateralization Swingline Lender; sixth, to the principal balance of all Obligations relating the Revolving Loans, until the same shall have been paid in full, pro rata to any outstanding the Lenders based on their respective Revolving Commitments; and seventh, to Cash Collateralize the Letters of Credit in accordance with an amount in cash equal to the provisions LC Exposure as of Section 3.2(b)such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fifth through seventh above, provided however that if no Default or unless an Event of Default has occurred and is continuingcontinuing and the Required Revolving Lenders so request. (d) If at any time the aggregate Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.8 or otherwise, the Borrowers shall within one (1) Business Day repay the Swingline Loans and the Revolving Loans in an amount equal to such repayments excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.19. Each prepayment shall be applied as follows: first, to cash collateralize any Obligations related the Swingline Loans to outstanding the full extent thereof; second, to the Base Rate Loans to the full extent thereof; and third, to the Eurodollar Loans to the full extent thereof. If, after giving effect to prepayment of all Swingline Loans and Revolving Loans, the aggregate Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrowers shall Cash Collateralize its reimbursement obligations with respect to all Letters of Credit last) in an amount equal to such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofexcess plus any accrued and unpaid fees thereon. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Notwithstanding the provisions of Section 2.20 6.4 hereof, and subject to the terms of Section 7.b. of the Term B Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as followsIntercreditor Agreement: (a) Subject to Section 7.1 hereof, when Upon the receipt by any Borrower sells or otherwise disposes any of its Subsidiaries of any Collateral other than Inventory Extraordinary Receipts in excess of $250,000 in the Ordinary Course aggregate in any fiscal year: (i) if such Extraordinary Receipts are the proceeds of Businessany Canadian Pension Plan, then Borrowers shall repay immediately prepay the Advances Obligations and the Term B Loan Debt in an amount equal to fifty (50%) percent of such Extraordinary Receipts (net of any reasonable expenses incurred in collecting such Extraordinary Receipts) as follows: first, to the outstanding principal amount of the Term Loans until paid in full, and second, at Borrowers’ option, to either (A) the outstanding principal amount of the Term B Loan, or (B) the outstanding principal amount of the Revolving Loans so long as (in the case of this clause (B) only) Agent establishes and maintains a permanent Reserve in an amount equal to the net amount of such proceeds that are so applied by the prepayment of the Revolving Loans; (ii) if such Extraordinary Receipts are the proceeds of such sale Inventory or Accounts, then Borrowers shall immediately prepay the Obligations and the Term B Loan Debt in an amount equal to one hundred (i.e., gross proceeds less the reasonable direct costs 100%) percent of such sales or other dispositions), Extraordinary Receipts (net of any reasonable expenses incurred in collecting such repayments to be made promptly but in no event more than three (3Extraordinary Receipts) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) as follows: first, to the outstanding principal installments amount of the Term Revolving Loans until paid in the inverse order of the maturities thereoffull, (y) second, to the outstanding principal installments amount of the Equipment Term Loans until paid in the inverse order of the maturities thereoffull, and (z) third, to the remaining Advances outstanding principal amount of the Term B Loan until paid in full; and (including cash collateralization iii) if such Extraordinary Receipts are the proceeds of all Obligations relating to any outstanding Letters Collateral (other than Inventory or Accounts or the proceeds of Credit in accordance with the provisions of Section 3.2(bany Canadian Pension Plan), provided however then Borrowers shall immediately prepay the Obligations and the Term B Loan Debt in an amount equal to one hundred (100%) percent of such Extraordinary Receipts (net of any reasonable expenses incurred in collecting such Extraordinary Receipts) as follows: first, to the outstanding principal amount of the Term Loans until paid in full, and second, at Borrowers’ option, to either (A) the outstanding principal amount of the Term B Loan, or (B) the outstanding principal amount of the Revolving Loans so long as (in the case of this clause (B) only) Agent establishes and maintains a permanent Reserve in an amount equal to the amount of such Extraordinary Receipts that if are so applied to the prepayment of the Revolving Loans; provided, however, that (A) so long as no Default or Event of Default has occurred and is continuing, on the date any Borrower or any of its Subsidiaries receives Extraordinary Receipts consisting of insurance proceeds from one or more policies covering, or proceeds from any judgment, settlement, condemnation or other cause of action in respect of, the loss, damage, taking or theft of any property or assets, such repayments Extraordinary Receipts may, at the option of the Borrowers, be applied to repair, refurbish or replace such property or assets or acquire replacement property or assets for the property or assets so lost, damaged or stolen or other property or assets used or useful in the business of any Borrower for the property or assets so disposed, provided, that (w) Agent has a first priority Lien on such replacement (or repaired or restored) property or assets, (y) (I) such insurance proceeds are delivered to Agent to hold in escrow until required to be used in accordance with this Agreement or (II) Agent establishes a Reserve in the amount of such insurance proceeds until such time as such proceeds are applied to repair, refurbish or replace such property or assets or acquire replacement property or assets for the property or assets so lost, damaged or stolen or other property or assets used or useful in the business of any Borrower for the property or assets so disposed, (y) Borrowers deliver to Agent within 10 days after the date of receipt of such Extraordinary Receipts a certificate stating that such Extraordinary Receipts shall be used to repair or refurbish such property or assets or to acquire such replacement property or assets for the property or assets so lost, damaged or stolen or such other property or assets used or useful in the business of any Borrower within one (1) year after the date of receipt of such Extraordinary Receipts (which certificate shall set forth an estimate of the Extraordinary Receipts to be so expended), and (z) if such Extraordinary Receipts are the proceeds of Real Property and aggregate $1,000,000 or more, Borrowers shall obtain the prior written consent of Agent, and if all or any portion of such Extraordinary Receipts described in this clause (A) are not so used within one (1) year after the date of receipt of such Extraordinary Receipts, such unused Extraordinary Receipts shall be applied to cash collateralize any prepay the Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances and the Term B Loan Debt in accordance with this Section 2.4(a), (B) pending any such reinvestment described in clause (A) above, the terms hereofExtraordinary Receipts shall be applied as a prepayment of Revolving Loans. Any Extraordinary Receipts applied to repair, refurbish or replace Collateral pursuant to and in accordance with this Section 2.4(a) shall not be deemed Capital Expenditures for purposes of this Agreement. (2b) Upon the issuance or sale by any Borrower or any of its Subsidiaries of Capital Stock of such Borrower or Subsidiary as permitted in Sections 9.7(b)(iii) and (iv) hereof, or the issuance or incurrence by any Borrower or any of its Subsidiaries of any Indebtedness of the type described in Section 9.9(e) hereof, Borrowers shall immediately prepay the Obligations and the Term B Loan Debt in an amount equal to one hundred (100%) percent of the Net Cash Proceeds received by such Borrower or Subsidiary in connection therewith as follows: first, to the outstanding principal amount of the Term Loans until paid in full, and second, at Borrowers’ option, to either (A) the outstanding principal amount of the Term B Loan, or (B) the outstanding principal amount of the Revolving Loans so long as (in the case of this clause (B) only) Agent establishes and maintains a new Section 2.20(dpermanent Reserve in an amount equal to the amount of such Net Cash Proceeds that are so applied to the prepayment of the Revolving Loans. The provisions of this subsection (b) shall not be added deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (i) Upon the sale or other disposition of any Collateral by any Borrower or any of its Subsidiaries as permitted in Sections 9.7(b)(ii), (vi), (vii) or (x) hereof, or the sale or other disposition of any Collateral by any Borrower or any of its Subsidiaries not otherwise permitted by the terms of this Agreement but consented to by the Required Lenders, Borrowers shall immediately prepay the Obligations and the Term B Loan Debt in an amount equal to one hundred (100%) percent of the Net Cash Proceeds received by such Borrower or such Subsidiary in connection with such sale or other disposition as follows: (A) if such sale or other disposition includes Inventory or Accounts, then the portion of the Net Cash Proceeds attributable to such Inventory or Accounts shall be applied, first, to the outstanding principal amount of the Revolving Loans until paid in full, second, to the outstanding principal amount of the Term Loans until paid in full, and third, to the outstanding principal amount of the Term B Loan until paid in full; and (B) if such sale or other disposition includes any Collateral (other than Inventory or Accounts), then the portion of the Net Cash Proceeds attributable to such other Collateral shall be applied, first, to the outstanding principal amount of the Term Loans until paid in full, and second, at Borrowers’ option, to either (x) the outstanding principal amount of the Term B Loan, or (y) the outstanding principal amount of the Revolving Loans so long as (in the case of this clause (y) only) Agent establishes and maintains a permanent Reserve in an amount equal to the amount of such Net Cash Proceeds that are so applied to the prepayment of the Revolving Loans. (ii) Upon the sale or other disposition of the Capital Stock, assets or properties of an Exempt Subsidiary as permitted in Section 9.7(b)(ix) hereof, Borrowers shall immediately prepay the Obligations and the Term B Loan Debt in an amount equal to the lesser of (x) one hundred (100%) percent of the Net Cash Proceeds received by the applicable Borrower, Guarantor or Subsidiary in connection with such sale or other disposition or (y) the amount equal to four (4) times TTM EBITDA of such Exempt Subsidiary for the period of twelve (12) consecutive fiscal months ended on the last day of the month immediately preceding the date of such sale or other disposition for which Agent has received financial statements of Parent and its Subsidiaries as follows: (A) if such sale or other disposition includes Inventory or Accounts, then the portion of the Net Cash Proceeds from such sale or other disposition attributable to such Inventory or Accounts shall be applied, first, to the outstanding principal amount of the Revolving Loans until paid in full, second, to the outstanding principal amount of the Term Loans until paid in full, and third, to the outstanding principal amount of the Term B Loan until paid in full; and (B) if such sale or other disposition includes any Collateral (other than Inventory or Accounts), then the portion of the Net Cash Proceeds attributable to such other Collateral shall be applied, first, to the outstanding principal amount of the Term Loans until paid in full, and second, at Borrowers’ option, to either (x) the outstanding principal amount of the Term B Loan, or (y) the outstanding principal amount of the Revolving Loans so long as (in the case of this clause (y) only) Agent establishes and maintains a permanent Reserve in an amount equal to the amount of such Net Cash Proceeds that are so applied to the prepayment of the Revolving Loans. (iii) Upon the sale or other disposition of the Capital Stock of Indiana Tube Denmark as permitted in Section 9.7(b)(v) hereof, Borrowers shall immediately prepay the Obligations and the Term B Loan Debt in an amount equal to fifty (50%) percent of the Net Cash Proceeds received by H&H International in connection with such sale or other disposition as follows: (A) if such sale or other disposition includes Inventory or Accounts, then the portion of the Net Cash Proceeds from such sale or other disposition attributable to such Inventory or Accounts shall be applied, first, to the outstanding principal amount of the Revolving Loans until paid in full, second, to the outstanding principal amount of the Term Loans until paid in full, and third, to the outstanding principal amount of the Term B Loan until paid in full; and (B) if such sale or other disposition includes any Collateral (other than Inventory or Accounts), then the portion of the Net Cash Proceeds attributable to such other Collateral shall be applied, first, to the outstanding principal amount of the Term Loans until paid in full, and second, at Borrowers’ option, to either (x) the outstanding principal amount of the Term B Loan, or (y) the outstanding principal amount of the Revolving Loans so long as (in the case of this clause (y) only) Agent establishes and maintains a permanent Reserve in an amount equal to the amount of such Net Cash Proceeds that are so applied to the prepayment of the Revolving Loans. (iv) The provisions of this subsection (c) shall not be deemed to be implied consent to any such issuance, incurrence or sale otherwise prohibited by the terms and conditions of this Agreement. (d) All prepayments of the Term Loans under this Section 2.4 shall be applied against the remaining installments (if any) of principal due on the Term Loans in the inverse order of maturity. Notwithstanding anything to the contrary in this Section 2.4, all prepayments of principal under this Section 2.4 shall be made together with accrued and unpaid interest thereon to the date of such prepayment.

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject On the date of any termination or reduction of the Commitments pursuant to Section 7.1 hereof2.05, when any the Borrower sells shall pay or otherwise disposes prepay for the ratable accounts of any Collateral other than Inventory the Lenders so much of the principal amount outstanding under this Agreement as shall be necessary in order that the principal amount outstanding (after giving effect to such prepayment) will not exceed the amount of Commitments following such termination or reduction, together with (A) accrued interest to the date of such prepayment on the principal amount repaid or prepaid and (B) in the Ordinary Course case of Businessprepayments of Eurodollar Rate Advances, Borrowers shall repay the Adjusted CD Rate Advances in an or B Advances, any amount equal payable to the net proceeds of such sale Lenders pursuant to Section 8.04(b). (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments b) All prepayments required to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed pursuant to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments this Section 2.12 shall be applied to by the outstanding Advances Agent as follows: (xi) first, to the outstanding principal installments prepayment of the Term Loans in A Advances (without reference to minimum dollar requirements), applied to outstanding Base Rate Advances up to the inverse order full amount thereof before they are applied to the ratable prepayment of the maturities thereof, Eurodollar Rate and Adjusted CD Rate Advances; and (yii) second, to the outstanding principal installments prepayment of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining B Advances (including cash collateralization of all Obligations relating without reference to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(bminimum dollar requirements), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with ratably among all the terms hereofLenders holding B Advances. (2c) In lieu of prepaying any Eurodollar Rate Advances, Adjusted CD Rate Advances or B Advances under any provision (other than Sections 2.14 and 6.01) of this Agreement, the Borrower may, upon notice to the Agent, deliver such funds to the Agent, to be held as additional cash collateral securing the obligations hereunder and under the Notes. The Agent shall deposit all amounts delivered to it in a new Section 2.20(d) non-interest-bearing special purpose cash collateral account, to be governed by a cash collateral agreement in form and substance satisfactory to the Borrower and the Agent, and shall be added as follows:apply all such amounts in such account against such Advances on the last day of the Interest Period therefor. The Agent shall promptly notify the Lenders of any election by the Borrower to deliver funds to the Agent under this subsection (c).

Mandatory Prepayments. The Loan is subject to mandatory prepayment in certain instances of Insured Casualty or Condemnation (each a “Casualty/Condemnation Prepayment”), in the manner and to the extent set forth in Section 2.20 7.4.2 hereof. Each Casualty/Condemnation Prepayment, after deducting Lender’s costs and expenses (including reasonable attorneys’ fees and expenses) in connection with the settlement or collection of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d)Proceeds or Award, each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied by Lender as follows in the following order of priority: First, accrued and unpaid interest; Second, to Principal; and Third, to and any other amounts then due and owing under the Loan Documents, but, as between the Fixed Rate Loan and the Floating Rate Loan, as Lender shall elect in Lender’s sole and absolute discretion. If such Casualty/Condemnation Payment is made on any date other than a Payment Date, then such Casualty/Condemnation Payment shall include interest that would have accrued on the Principal prepaid to but not including the next Payment Date. Provided that no Event of Default is continuing, any such mandatory prepayment under this Section 2.3.2 shall be without the payment of the Yield Maintenance Premium, but, in the case of any prepayment that Lender elects to apply to the outstanding Advances (x) firstFloating Rate Loan, such prepayment shall be subject to the outstanding principal installments payment of the Term Loans Exit Fee. Notwithstanding anything to the contrary contained herein, each Casualty/Condemnation Prepayment shall be applied in the inverse order of maturity and shall not extend or postpone the maturities thereof, (y) second, to the outstanding principal installments due dates of the Equipment Loans in monthly installments due under the inverse order Notes or this Agreement, or change the amounts of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofinstallments. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 Borrower shall be required to make mandatory prepayments of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), Term Loans upon each as followsof the following: (1i) the receipt by Borrower or any of its Affiliates of any damages or other amounts from Equipment Supplier under the Equipment Supply Agreement (including as a result of a delayed delivery pursuant to Section 2.20(a4 of the Equipment Supply Agreement and as a result of any cancellation by Equipment Supplier pursuant to Section 19 of the Equipment Supply Agreement), in an amount equal to (A) during the continuance of any Default or Event of Default, the amount of such damages or other amounts, or (B) so long as there is not continuing any Default or Event of Default, such portion of the amount of such damages as Hermes Agent (at the instruction of Hermes) shall be amended and restated designate in its entirety writing as follows:the amount (if any) of the Term Loans no longer eligible for coverage under the Hermes Export Credit Guarantee Documents as a result of such payment of amounts by Equipment Supplier to Borrower; (aii) Subject any failure of the Hermes Export Credit Guarantee Documents to Section 7.1 hereofbe effective with respect to any portion of the Term Loans, when any in an amount equal to such portion of the Term Loans; and (iii) the refund to Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances Hermes Guarantee Fees by Hermes in an amount equal to the net proceeds Hermes Guarantee Fee Refund. Any such prepayment (including any deemed prepayment with the Hermes Guarantee Fee Refund made in accordance with 2.6.1) shall (A) include payment by Borrower of accrued and unpaid interest on the Term Loans being prepaid and any fees, breakage costs and other charges payable in connection with such sale a prepayment under the terms of this Agreement (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositionsincluding Section 3.7), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceedsif any, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall (B) be applied to remaining amortization payments and the outstanding Advances payments at final maturity thereof (x1) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default maturity or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (2) on a new Section 2.20(d) shall pro rata basis, at the option of Hermes Agent (acting at the instruction of Hermes). Amounts prepaid as mandatory prepayments of Term Loans may not be added as follows:re-borrowed.

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower Loan Party or any Subsidiary sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers Loan Parties shall repay the Advances in an amount equal to the net proceeds Net Cash Proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions)sale, such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceedsNet Cash Proceeds, and until the date of payment, such proceeds shall be held in trust for AgentAgents. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans Loan A in the inverse order of the maturities thereof (including the final installment thereof) until paid in full in cash, (y) second, second to the outstanding principal installments of the Equipment Loans Term Loan B in the inverse order of the maturities thereof (including the final installment thereof) until paid in full in cash, and (z) third, third to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), ; provided however that if no Default or Event of Default has occurred and is continuing, such repayments of the remaining Advances shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Administrative Agent may determine, subject to Borrowers’ ability to re-borrow Revolving Advances in accordance with the terms hereof; provided further, that (x) in the event any Loan Party has received Net Cash Proceeds from any sale or disposition permitted pursuant to Section 7.1 hereof, (y) the Borrowing Agent has delivered a Reinvestment Notice within five (5) Business Days following receipt of such Net Cash Proceeds, and (z) no Default or Event of Default is continuing, such Net Cash Proceeds may, at Borrowers’ option, be deposited into a separate Depository Account at PNC, or applied to the outstanding Revolving Advances and Borrowers shall be permitted to use such proceeds held in such separate Depository Account, or reborrow Revolving Advances (if such proceeds were applied to Revolving Advances) in accordance with the terms hereof in the amount of such Net Cash Proceeds to purchase replacement assets, so long as such replacement assets are purchased no later than one hundred eighty (180) days from the date the Reinvestment Notice was received by the Agents. To the extent replacement assets are not purchased within such one hundred eighty (180) day period or an Event of Default occurs, Borrowers shall apply such proceeds held in such separate Depository Account, or be deemed to have requested a Revolving Advance in the amount of such net cash proceeds, and such proceeds or Revolving Advances shall be applied in the manner set forth before the proviso above. (b) In the event of any issuance or other incurrence of Indebtedness (other than Permitted Indebtedness) by Loan Parties or any Subsidiary or the issuance of any Equity Interests (except as set forth in Section 10.17 or in connection with a Qualified IPO) by any Loan Party or any Subsidiary, Loan Parties shall, no later than three (3) Business Day after the receipt by such Loan Party or any Subsidiary of (i) the Net Cash Proceeds from any such issuance or incurrence of Indebtedness or (ii) the Net Cash Proceeds of any issuance of Equity Interests, as applicable, repay the Advances in an amount equal to (x) one hundred percent (100%) of such Net Cash Proceeds in the case of such incurrence or issuance of Indebtedness and (y) one hundred percent (100%) of such Net Cash Proceeds in the case of an issuance of Equity Interests. Such repayments will be applied in the same manner as set forth in Section 2.20(a) hereof. (c) All proceeds received by Loan Parties or any Subsidiary or Administrative Agent (i) under any insurance policy on account of damage or destruction of any assets or property of any Loan Party or any Subsidiary, or (ii) as a result of any taking or condemnation of any assets or property shall be applied in accordance with Section 6.6 hereof; provided, that (x) in the event Borrowing Agent has delivered a Reinvestment Notice within five (5) Business Days following receipt of Net Cash Proceeds from any casualty or condemnation event, and (y) no Default or Event of Default is continuing, such Net Cash Proceeds may, at Borrowers’ option, be deposited into a separate Depository Account at PNC, or applied to the outstanding Revolving Advances and Borrowers shall be permitted to use such proceeds held in such separate Depository Account, or reborrow Revolving Advances (if such proceeds were applied to Revolving Advances) to purchase replacement assets, so long as such replacement assets are purchased no later than one hundred eighty (180) days from the date the Reinvestment Notice was received by the Agents. To the extent replacement assets are not purchased within such one hundred eighty (180) day period or an Event of Default occurs, Borrowers shall apply such proceeds held in such separate Depository Account, or be deemed to have requested a Revolving Advance in the amount of such net cash proceeds, and such proceeds or Revolving Advances shall be applied in the manner set forth in Section 6.6. hereof. (d) In the event of any issuance of Equity Interests by Loan Parties or any Subsidiary in connection with a Qualified IPO, the Loan Parties shall, no later than three (3) Business Days after the receipt by such Loan Party or any Subsidiary of the Net Cash Proceeds of such Qualified IPO, repay the Advances in an amount equal to forty percent (40%) of such Net Cash Proceeds, such repayments will be applied first, to the outstanding principal installments of the Term Loan A in the inverse order of the maturities thereof (including the final installment thereof) until paid in full in cash, second to the outstanding principal installments of the Term Loan B in the inverse order of the maturities thereof (including the final installment thereof) until paid in full in cash, and third to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b); provided however that if no Default or Event of Default has occurred and is continuing, such repayments of the remaining Advances shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Administrative Agent may determine, subject to Borrowers’ ability to re-borrow Revolving Advances in accordance with the terms hereof. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject If, at any time prior to Section 7.1 hereofthe Commitment Termination Date, when after giving effect to any termination or reduction of the Total Commitment pursuant to the terms of this Agreement, the aggregate outstanding principal amount of all Loans shall exceed the Total Commitment, the Borrower sells or otherwise disposes of any Collateral other than Inventory in shall immediately prepay the Ordinary Course of Business, Borrowers shall repay the Advances Loans in an aggregate amount equal to the net proceeds lesser of (x) the outstanding principal amount of Loans and (y) such excess. Promptly after the Final Maturity Date, or if later, the payment of all Obligations, the Administrative Agent shall return any amount in excess of the Obligations to the Borrower, without interest. (b) With respect to each prepayment of Loans required by this Section 4.2, the Borrower may designate the Types of Loans which are to be prepaid and the specific Borrowing(s) pursuant to which made; provided that (i) Eurodollar Loans may be designated for prepayment pursuant to this Section 4.2 only on the last day of an Interest Period applicable thereto unless (x) all Loans incurred by the Borrower which are Eurodollar Loans with Interest Periods ending on such date of required prepayment have been paid in full and (y) all Loans incurred by the Borrower which are Base Rate Loans have been paid in full; (ii) if any prepayment of Eurodollar Loans made pursuant to a single Borrowing shall reduce the outstanding principal amount of such sale (i.e., gross proceeds Eurodollar Loans to an amount less the reasonable direct costs of such sales or other dispositions)than $100,000,000, such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds Borrowing shall be held in trust for Agent. The foregoing shall not immediately be deemed converted into Base Rate Loans; and (iii) each prepayment of any Loans made pursuant to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments a Borrowing shall be applied pro rata among such Loans. Notwithstanding anything to the outstanding Advances (xcontrary contained above, Competitive Bid Loans shall be prepaid pursuant to this Section 4.2(b) first, to only if no other Loans are then outstanding. In the outstanding principal installments absence of a designation by the Term Loans Borrower as described in the inverse order second sentence of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of this Section 3.2(b4.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as the Administrative Agent may determineshall, subject to Borrowers’ ability to reborrow Revolving Advances the above, make such designation in accordance with the terms hereofits sole discretion. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 (i) If, as of the Loan Agreement shall be amended by amending Section 2.20(alast day of any month, (A) and adding a new Section 2.20(dthe sum of (x) the aggregate outstanding principal balance of the Term Loans on such date, plus (y) the aggregate outstanding principal balance of the LC Obligations on such date, plus (z) the Letter of Credit Usage on such date exceeds (B) the Borrowing Base (such excess being referred to as the "Limiter Excess"), each as follows:then Borrowers shall, within 3 Business Days thereafter, prepay, without penalty or premium, the outstanding principal amount of the Obligations in accordance with Section 2.4(e) in an aggregate amount equal to the Limiter Excess. (1ii) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when Immediately upon the receipt by any Borrower sells or otherwise disposes Loan Party of the proceeds of any voluntary or involuntary sale or disposition by any Loan Party of property or assets constituting Collateral (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions (other than Inventory in clause (l) of the Ordinary Course definition of BusinessPermitted Dispositions)), Borrowers shall repay prepay the Advances outstanding principal amount of the Obligations in accordance with Section 2.4(e) in an amount equal to 100% of the net proceeds Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing, (B) Administrative Borrower shall have given Agent prior written notice of Borrowers' intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Loan Parties, (i.e.C) the monies are held in a cash collateral account in which Agent has a perfected first-priority security interest, gross proceeds less and (D) the reasonable direct costs of applicable Loan Party completes such sales replacement, purchase, or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following construction within 180 days after the initial receipt of such net proceedsmonies, Loan Parties shall have the option to apply such monies to the costs of replacement of the property or assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Loan Parties unless and until to the date of paymentextent that such applicable period shall have expired without such replacement, such proceeds purchase or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be held paid to Agent and applied in trust for Agentaccordance with Section 2.4(e). Nothing contained in this Section 2.4(d)(ii) shall permit Loan Parties to sell or otherwise dispose of any property or assets other than in accordance with Section 6.4. (iii) Immediately upon the receipt by any Loan Party of any Extraordinary Receipts with respect to Collateral, Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(e) in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (iv) Immediately upon the issuance or incurrence by any Loan Party of any Indebtedness (other than Indebtedness permitted under Section 6.1) or the issuance by any Loan Party of any shares of Loan Parties' Stock (other than in the event that any Loan Party forms a Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Stock to any such Loan Party), Borrowers shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(e) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance or incurrence. The foregoing provisions of this Section 2.4(d)(iv) shall not be deemed to be implied consent to any such sale issuance or incurrence otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofthis Agreement. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject If at any time the amount equal to Section 7.1 hereofthe sum of (i) the outstanding principal amount of all Revolving Credit Loan Advances and the Swing Loan Advances, when any plus (ii) the Letter of Credit Liabilities, exceeds the Revolving Credit Commitments, the Borrower sells shall promptly prepay Revolving Credit Loan Advances, Swing Loan Advances and the Letter of Credit Disbursements by the amount of the excess or, if no Revolving Credit Loan Advances, Swing Loan Advances or otherwise disposes Letter of any Collateral Credit Disbursements are outstanding, the Borrower shall immediately pledge to the Agent cash or Cash Equivalent Investments (subject to no other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances Liens) in an amount equal to the net proceeds excess as security for the Obligations. Any such mandatory prepayments shall be applied first to the Term Loan, then to the Swing Loan Advances, then to Letter of such sale (i.e.Credit Disbursements for which the Issuing Bank has not been reimbursed by the Borrower, gross proceeds less then to Base Rate Advances under the reasonable direct costs of such sales or other dispositions)Revolving Credit Loan, such repayments then to be made promptly but in no event more than three (3) Business Days following receipt of such net proceedsEurodollar Advances under the Revolving Credit Loan, and until then to the remaining Letter of Credit Liabilities. Any prepayments hereunder shall be accompanied with accrued and unpaid interest on the amount prepaid to the date of paymentprepayment. (b) After any reduction in the Revolving Credit Commitments pursuant to Section 2.12, the Borrower shall promptly prepay the outstanding Revolving Credit Loan Advances and Swing Loan Advances by the amount which the sum of the outstanding principal amount of the Advances under the Revolving Credit Loan and the Swing Loan plus the Letter of Credit Liabilities exceeds the Revolving Credit Commitments, as reduced. (c) Upon the Disposition of any assets (other than Dispositions of equity interests or Dispositions of assets permitted under Sections 9.8(a) and (d)), the Borrower shall promptly prepay the Advances by an amount equal to the Net Proceeds of such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent Disposition; provided however, with respect to any Dispositions permitted under Sections 9.8(b), (c) and (e), the Borrower shall promptly prepay the Advances by an amount equal to the Net Proceeds of such sale otherwise prohibited by Disposition to the terms and conditions extent such amount exceeds either (i) $2,000,000 per Disposition or (ii) $6,000,000 in the aggregate for all Dispositions which have occurred since the date hereof. Such repayments Any such mandatory prepayments shall be applied first to the outstanding Advances (x) firstTerm Loan, then to the outstanding principal installments Swing Loan Advances, then to Letter of Credit Disbursements for which the Term Loans in Issuing Bank has not been reimbursed by the inverse order of the maturities thereofBorrower, (y) second, then to the outstanding principal installments of Base Rate Advances under the Equipment Loans in Revolving Credit Loan, then to Eurodollar Advances under the inverse order of the maturities thereofRevolving Credit Loan, and (z) third, then to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters Letter of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments Liabilities. Any prepayments hereunder shall be applied accompanied with accrued and unpaid interest on the amount prepaid to cash collateralize any Obligations related to outstanding Letters the date of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofprepayment. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 (i) If the Facility Agent notifies PMI that, on any interest payment date, the sum of (A) the aggregate principal amount of all Revolving Credit Advances and Swingline Advances denominated in Euro then outstanding plus (B) the Equivalent in Euro (determined on the third Business Day prior to such interest payment date) of the Loan Agreement aggregate principal amount of all Revolving Credit Advances and Swingline Advances denominated in Dollars then outstanding exceeds 105% of the aggregate Revolving Credit Commitments of the Lenders on such date, PMI and each other Borrower shall, within two Business Days after receipt of such notice, prepay the outstanding principal amount of any Revolving Credit Advances and Swingline Advances owing by such Borrower in an aggregate amount sufficient to reduce such sum to an amount not to exceed 100% of the aggregate Revolving Credit Commitments of the Lenders on such date. (ii) In the event that there shall be amended by amending Section 2.20(a) and adding a new Section 2.20(dCapital Markets Financing Transaction, PMI shall prepay outstanding Term Advances in an aggregate amount equal to 50% of the net proceeds, rounded to the nearest million (with $500,000 being rounded upward), each as follows:of such Capital Markets Financing Transaction received by PMI or received by a Subsidiary of PMI that has issued securities in such Capital Markets Financing Transaction guaranteed by PMI, on the last day of the current Interest Period for such Term Advances. (1iii) The Facility Agent shall give prompt notice of any prepayment required under this Section 2.20(a2.15(b) to the Borrowers and the Lenders. Prepayments under Section 2.15(b)(i) shall be amended allocated first to Swingline Advances, ratably among the Swingline Lenders; and restated in its entirety as follows: (a) Subject any excess amount shall then be allocated to Section 7.1 hereof, when any Borrower sells or otherwise disposes Revolving Credit Advances comprising part of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited same Revolving Credit Borrowing selected by the terms and conditions hereofapplicable Borrower, ratably among the Revolving Credit Lenders. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Prepayments under Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (2) a new Section 2.20(d2.15(b)(ii) shall be added as follows:allocated to Term Advances ratably among the Term Lenders.

Mandatory Prepayments. Section 2.20 (a) In the event and on each date the Dollar Equivalent of the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Revolving Loan Agreement Cap (other than as a result of a Protective Advance permitted pursuant to Section 2.1(a)(ii)), the Borrowers shall on each such date prepay an amount equal to such excess which shall be amended by amending Section 2.20(a) and adding applied as follows: first, to prepay the Swing Loans until paid in full, second, to prepay the Revolving Loans until paid in full (without a new Section 2.20(dreduction in the Revolving Credit Commitments), each third, to the extent of any remaining excess, to Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to 103% of such excess and fourth, to the extent after giving effect to any such prepayments and provision of Cash Collateral, the FILO Outstandings exceed the FILO Borrowing Base, to prepay FILO Outstandings in an amount equal to such excess; provided that, in the event any such prepayment requirement arises as follows: a result of fluctuations in currency exchange rates, such prepayment shall be made by the Borrowers within one (1) Section 2.20(a) shall be amended and restated in its entirety as follows:Business Day after the Administrative Agent notifies the Borrowers thereof. (ab) Subject to Section 7.1 hereof, when If (x) at any Borrower sells time during a Cash Dominion Period or otherwise disposes (y) in respect of any Collateral other than Inventory Disposition that would result in the Ordinary Course occurrence of Businessa Cash Dominion Period, any Loan Party or any of its Restricted Subsidiaries receives any Net Cash Proceeds arising from any Disposition in respect of any Current Asset Collateral outside of the ordinary course of business, the Borrowers shall repay immediately prepay the Advances Loans and Cash Collateralize Letters of Credit (in an amount equal to up to 103% of the aggregate Stated Amount of such Letters of Credit) in accordance with Section 2.9(d), (i) in the case of clause (x) above, in amount equal to 100% of such Net Cash Proceeds arising from any such Disposition, and (ii) in the case of clause (y) above, in an amount equal to the net proceeds amount required to prevent a Cash Dominion Period from occurring. (c) Subject to Section 3.6, all such payments in respect of such sale (i.e.the Loans pursuant to this Section 2.9 shall be without premium or penalty. All interest accrued on the principal amount of the Loans paid pursuant to this Section 2.9 shall be paid, gross proceeds less or may be charged by the reasonable direct costs Administrative Agent to any loan account(s) of such sales or other dispositions)the Borrowers, such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceedsat the Administrative Agent’s option, and until on the date of such payment. Interest shall accrue and be due, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited until the next Business Day, if the amount so paid by the terms and conditions hereof. Such repayments shall be applied Borrowers to the outstanding Advances bank account designated by the Administrative Agent for such purpose is received in such bank account after 3:00 p.m. (xd) firstAll amounts received pursuant to Section 2.9(b) and, at all times after the occurrence and during the continuance of a Cash Dominion Period and notification thereof by the Administrative Agent to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, Borrowers (y) second, subject to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b10.3), provided however that if no Default on each Business Day, at or Event of Default has occurred and is continuingbefore 3:00 p.m., such repayments shall all Same Day Funds credited to any Concentration Account shall, in each case, be applied by the Administrative Agent in the following order: first, to cash collateralize any Obligations related prepay the Swing Loans until paid in full, second, to outstanding Letters prepay the Revolving Loans until paid in full (without a reduction in the Revolving Credit Commitments), third, to Cash Collateralize the Letter of Credit last) Obligations in such order as Agent may determinethe manner set forth in Section 10.5 in an amount equal to 103% and fourth, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofprepay FILO Outstandings. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) [Reserved]. (b) Subject to Section 7.1 hereofparagraph (f) below, when any Borrower sells or otherwise disposes following the consummation of any Collateral other than Inventory Asset Sale by the Company or any of its Subsidiaries, in the Ordinary Course case of Businesscash proceeds, Borrowers shall repay the Advances and following receipt of cash proceeds representing payments under notes or other securities received in connection with any non-cash consideration obtained in connection with such Asset Sale, an amount equal to 100% of the net proceeds Net Proceeds of such sale (i.e., gross proceeds less Asset Sale shall be applied by the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until Company on the date of paymentreceipt thereof to the prepayment of the Loans. Notwithstanding the foregoing, if no Default or Event of Default shall have occurred and shall be continuing at the time of such Asset Sale or at the proposed time of the application of such proceeds, such proceeds shall be held not constitute Net Proceeds except to the extent that within 360 days of receipt of such proceeds, they have neither been reinvested in trust for Agent. The foregoing productive assets of a kind then used or usable in the business of the Company and its Subsidiaries nor contractually committed (and any such proceeds not applied to such contractual commitments at the time required shall not be deemed to be implied consent Net Proceeds to any be applied as set forth in this Section) to be used for such sale otherwise prohibited by the terms and conditions hereof. Such repayments purposes, at which time all such proceeds shall be applied deemed to be Net Proceeds; provided, that proceeds received from Asset Sales of any Qualified Domestic Assets shall be deemed to have been “reinvested” for purposes of this Section 5.6(b) only to the outstanding Advances extent that such proceeds are reinvested (xi) pursuant to, and subject to the limitations set forth in, Section 9.7(b)(ii) hereof, or (ii) in assets which will constitute Qualified Domestic Assets, subject only to the perfection of the Liens of the Collateral Agent as required in clause (ii) of the definition thereof. (c) Each prepayment of Loans pursuant to clause (b) above shall be applied: first, to the outstanding next four quarterly principal repayment installments of and then to the remaining principal repayment installments, in each case ratably to each Incremental Term Loans in Loan Tranche (if any) and to the inverse order of the maturities principal repayment installments thereof, (y) and second, to the outstanding principal installments Revolving Credit Facility in the manner set forth in paragraph (d) below. (d) Payments in respect of the Equipment Revolving Credit Facility pursuant to this Section 5.6, first, shall be applied ratably (i) to reimburse the Issuing Lenders for all unreimbursed L/C Disbursements for which the Issuing Lenders have not received payment from the Revolving Credit Lenders pursuant to the third sentence of Section 2.6(b), (ii) to reimburse those Revolving Credit Lenders which, pursuant to the fourth sentence of Section 2.6(b), have previously made payments to an Issuing Lender pursuant to the third sentence of Section 2.6(b) and (iii) to repay Swing Line Loans in the inverse order of the maturities thereofwhich are not Refunded Swing Line Loans, second, shall be applied ratably to repay outstanding Revolving Credit Loans, and (z) third, shall be used to the remaining Advances (including cash collateralization of Cash Collateralize all Obligations relating to any outstanding undrawn Letters of Credit then outstanding. Any amount remaining following the application required by the preceding sentence in full may be retained by the Company for use in the ordinary course of business, and the Revolving Credit Facility shall be automatically and permanently reduced dollar for dollar by the amount so retained. (e) [Reserved]. (f) Upon receipt by the Company or any of its Subsidiaries of the amounts required to be paid pursuant to paragraph (b) above from any Asset Sale consisting of the sale of shares of capital stock of any Subsidiary of the Company (or, upon receipt by the Company or its Subsidiaries of such amounts as are permitted to be retained in accordance with the provisions paragraph (b) of this Section 3.2(b5.6), provided however (i) the Administrative Agent shall release to the Company, without representation, warranty or recourse, express or implied, those of such shares of capital stock of such Subsidiary held by it as Pledged Stock (as defined in the Pledge Agreement) and (ii) the Agents and the Lenders will, upon the request of the Company, execute and deliver any instrument or other document in a form acceptable to the Administrative Agent which may reasonably be required to evidence such release. (g) In the event and on such occasion that the Aggregate Revolving Credit Extensions of Credit and Swing Line Loans exceed the aggregate Revolving Credit Commitments, the Company shall prepay Revolving Credit Loans or Swing Line Loans (or, if no such Loans are outstanding, deposit cash collateral in an account with the Administrative Agent on terms reasonably satisfactory to the Administrative Agent) in an aggregate amount equal to such excess. (h) The Company shall give the Administrative Agent (which shall promptly notify each Lender) notice as specified in Section 5.5 of each prepayment pursuant to Section 5.5 setting forth the date and amount thereof. Prepayments of Eurodollar Loans pursuant to this Section 5.6, if not on the last day of the Interest Period with respect thereto, shall, at the Company’s option, as long as no Default or Event of Default has occurred and is continuing, be prepaid subject to the provisions of Section 5.21 or such repayments prepayment (after application to any ABR Loans, in the case of prepayments by the Company) shall be deposited with the Collateral Agent as cash collateral for such Eurodollar Loans on terms reasonably satisfactory to the Collateral Agent and thereafter shall be applied to the prepayment of the Eurodollar Loans on the last day of the respective Interest Periods for such Eurodollar Loans next ending most closely to the date of receipt of such Net Proceeds as contemplated by paragraph (b) above. After such application, any remaining interest earned on such cash collateralize any Obligations related collateral shall be paid to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofCompany. (2i) Upon the Revolving Credit Termination Date the Company shall, with respect to each then outstanding Letter of Credit, if any, either (i) cause such Letter of Credit to be cancelled without such Letter of Credit being drawn upon or (ii) Cash Collateralize the Revolving L/C Obligations with respect to such Letter of Credit with a new Section 2.20(d) shall be added as follows:letter of credit issued by banks or a bank satisfactory to the Administrative Agent on terms satisfactory to the Administrative Agent.

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 4.3 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances Advances, subject to the right to reborrow hereunder, in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three one (31) Business Days Day following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for AgentAgent pursuant to an express trust hereby, separate and segregated from all other funds, assets and property of Borrowers. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such Repayments under this paragraph (a) shall be applied first, to the outstanding principal balance of the Revolving Advances and Swing Loans (in the order determined by Agent) and second, to be held by Agent as cash collateral to the extent of any outstanding Letter of Credit Obligations, provided that, after the occurrence and during the continuance of an Event of Default, such repayments shall be applied to the outstanding Advances and the other Obligations in such order as Agent may determine in its sole discretion. (xb) first, to Upon either (i) the outstanding principal installments issuance and/or incurrence of the Term Loans in the inverse order of the maturities thereof, any Indebtedness for borrowed money (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit other than Indebtedness permitted in accordance with the provisions of Section 3.2(b7.8) by any Borrower or (ii) the issuance of any additional Equity Interests (other than Equity Interests issued to employees, officers or directors of any Borrower) or receipt of any additional capital contributions by any Borrower, Borrowers shall repay the Advances, subject to the right to reborrow hereunder, in an amount equal to the net cash proceeds of such issuance, incurrence and/or capital contribution (i.e., gross proceeds less the reasonable costs of such issuance, incurrence and/or capital contribution), such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such net cash proceeds, and until the date of payment, such proceeds shall be held in trust for Agent pursuant to an express trust hereby, separate and segregated from all other funds, assets and property of Borrowers. The foregoing shall not be deemed to be implied consent to any such issuance and/or incurrence of Indebtedness or issuance of additional Equity Interests otherwise prohibited by the terms and conditions hereof (to the extent, if any, of any such prohibition contained herein). Repayments under this subparagraph (b) shall be applied first, to the outstanding principal balance of the Revolving Advances and Swing Loans (in the order determined by Agent) and second, to be held by Agent as cash collateral to the extent of any outstanding Letter of Credit Obligations, provided however that if no Default or that, after the occurrence and during the continuance of an Event of Default has occurred and is continuingDefault, such repayments shall be applied to cash collateralize any the Advances and the other Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances determine in accordance with the terms hereofits sole discretion. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 7.1(b) hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions, and after the repayment of any outstanding debt required to be repaid in connection with such sale), such repayments to be made promptly but in no event more than (i) three (3) Business Days following receipt of such net proceedsproceeds in the event the disposition resulted in net proceeds in excess of or equal to $200,000 and (ii) five (5) Business Days following receipt of such net proceeds in the event the disposition resulted in net proceeds less than $200,000, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments prepayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), ) hereof; provided however that if no Default or Event of Default has occurred and is continuing, such repayments prepayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow re-borrow Revolving Advances in accordance with the terms hereof. (2b) In the event that any Borrower receives Cure Proceeds with respect to a new cure of a financial covenant in Section 2.20(d) shall be added as follows:6.5(a), Borrowers shall, immediately upon receipt thereof, repay the Advances in an amount equal to 100% of such Cure Proceeds.

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes Within 10 Business Days after the consummation of any Collateral sale or other than Inventory in disposition of Property (including the Ordinary Course sale or other disposition of BusinessReceivables) by the Borrower or any Restricted Subsidiary if the aggregate fair market value of the consideration received by the Borrower or its Restricted Subsidiaries for such sale or other disposition, Borrowers together with the aggregate fair market value of the consideration received by the Borrower or its Restricted Subsidiaries for all other such sales or other dispositions consummated during the period of twelve consecutive months immediately preceding the consummation of such sale or other disposition, exceeds $25,000,000, the Borrower shall repay deliver an Officer’s Certificate to the Advances Administrative Agent and the Lenders (notifying the Administrative Agent and the Lenders thereof and certifying the amount of Net Cash Proceeds received from such sales or other dispositions during such period). Unless within 5 Business Days after receipt of such Officer’s Certificate the Administrative Agent, on behalf of the Required Lenders, shall have notified the Borrower of the Required Lenders’ election to forego prepayment, then on the date that is 7 Business Days after the date on which the Borrower shall have delivered such Officer’s Certificate to the Administrative Agent and the Lenders the Borrower shall make a prepayment of the Loans in an amount equal to the net proceeds Ratable Share of the amount of Net Cash Proceeds certified in such sale Officer’s Certificate (i.e.or such lesser principal amount as shall then be outstanding), gross proceeds less at 100% of the reasonable direct costs principal amount so prepaid. Notwithstanding the foregoing, (i) up to 100% of the Net Cash Proceeds of such sales or other dispositionsdispositions with respect to which the Borrower shall have given the Administrative Agent written notice (set forth in the applicable Officer’s Certificate delivered pursuant to the first sentence of this clause (a), such repayments ) of its intention to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until repair or replace the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent Property subject to any such sale otherwise prohibited or other disposition or invest such Net Cash Proceeds in the purchase of Property (other than securities, unless those securities represent equity interests in an entity that becomes a Guarantor or an Unrestricted Subsidiary permitted hereunder (and provided that if such Guarantor or Unrestricted Subsidiary is a newly formed Person, such Person shall promptly use the portion of the Net Cash Proceeds received by it for the sale of its equity interests in order to purchase Property to be used by it in its business)) to be used by one or more of the Borrower or the Guarantors in their businesses (such repair, replacement or investment referred to as a “Reinvestment”) within six (6) months following such sale or other disposition, shall not be subject to the provisions of the first two sentences of this clause (a) unless and to the extent that such applicable period shall have expired without such repair, replacement or investment having been made, and (ii) only the Net Cash Proceeds from sales or other dispositions of Property (including the sale or other disposition of Receivables) with a fair market value of the consideration received therefor in excess of $25,000,000 (above and beyond the fair market value of the consideration of the dispositions of the Property with respect to which the Net Cash Proceeds shall have been subject to Reinvestment) shall be subject to the provisions of the first two sentences of this clause (a). (b) Any prepayments made by the terms and conditions hereof. Such repayments Borrower pursuant to Section 2.12(a) above shall be applied by the Administrative Agent as follows: first to repay Term Loans on a pro rata basis as to each of Term Loan A, Term Loan A-1 and, unless otherwise provided in the Incremental Facility Amendment applicable to the outstanding Advances related Incremental Term Loan, each Incremental Term Loan (x) firstwith the application of such prepayment to be, as to the outstanding principal installments each of the Term Loans in the inverse order of the maturities thereofLoan A, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, Term Loan A-1 and (z) thirdIncremental Term Loan, to the remaining Advances scheduled principal installments owing in respect of such Term Loan under Section 2.9(c) (or, in the case of Incremental Term Loans, as set forth in the Incremental Facility Amendment applicable to the related Incremental Term Loan) on a pro rata basis (including cash collateralization the final installment due and payable on each such Term Loan)), second, to repay outstanding Swingline Loans and third to repay outstanding Revolving Loans. All prepayments in respect of Revolving Loans required under clause (b) shall be accompanied by a concurrent, automatic, irrevocable reduction and partial termination of the Revolving Commitments in an amount equal to such required prepayment, with such reduction and partial termination allocated ratably among the Lenders in proportion to their respective Pro Rata Share. (c) If at any time the Revolving Credit Exposure of all Obligations relating Lenders exceeds the lesser of (i) the Aggregate Revolving Commitment and (ii) the Borrowing Base, in each case, then in effect, the Borrower shall immediately repay Revolving Loans in an amount equal to such excess (or, if such excess exceeds $10,000,000, the Ratable Share of such excess), together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.20. Each prepayment shall be applied first to the Base Rate Loans to the full extent thereof, and next to Eurodollar Loans to the full extent thereof. If such excess (or if the excess is greater than $10,000,000, the Ratable Share of such excess) is greater than the outstanding principal amount of the Revolving Loans, the Borrower shall Cash Collateralize its reimbursement obligations with respect to the Letters of Credit by depositing cash collateral in an amount equal to such excess (or, if the excess is greater than $10,000,000, the Ratable Share of the remaining excess) plus any accrued and unpaid fees thereon into a special collateral account pursuant to arrangements satisfactory to the Administrative Agent (the “LC Collateral Account”) at the Payment Office, in the name of the Borrower but under the sole dominion and control of the Administrative Agent, for the benefit of the Lenders and in which the Borrower shall have no interest other than as set forth in Section 8.2. The Borrower hereby pledges, assigns and grants to the Administrative Agent, on behalf of and for the ratable benefit of the Lenders and the Issuing Bank, a Lien in all of the Borrower’s right, title and interest in and to all funds which may from time to time be on deposit in the LC Collateral Account to secure the prompt and complete payment and performance of the Obligations. The Administrative Agent will invest any funds on deposit from time to time in the LC Collateral Account in certificates of deposit of SunTrust Bank having a maturity not exceeding 30 days. The LC Collateral Account shall be administered in accordance with Section 2.22(g) hereof. If, after the provisions date that the Borrower Cash Collateralizes its reimbursement obligations pursuant to this Section, (x) the Revolving Credit Exposure of Section 3.2(b)all Lenders is less than the lesser of the (i) Aggregate Revolving Commitment and (ii) the Borrowing Base, provided however that if in each case, then in effect, for a period of at least ten (10) consecutive Business Days, and (y) no Default or Event of Default has occurred and is continuingthen exists, such repayments the funds in the LC Collateral Account shall be applied released by the Administrative Agent to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofBorrower. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereofclauses (b) and (c) below, when on each occasion that the Company or any Borrower sells or otherwise disposes Subsidiary receives any Net Cash Proceeds in respect of any Collateral other than Inventory Prepayment Event, the Company shall promptly (and in any event within five Business Days) apply 100% of the Ordinary Course of BusinessNet Cash Proceeds received with respect thereto to prepay outstanding Term Loans, it being agreed that to the extent no Term Loans are then outstanding at such time, to the extent any Revolving Loans are outstanding on such date, the Borrowers shall repay the Advances in an amount equal to the net proceeds prepay Revolving Loans with such Net Cash Proceeds on such date). Each prepayment of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments outstanding Loans required to be made pursuant to this paragraph shall be allocated pro rata between the Term Loans (including the Other Term Loans (if any)) or if applicable, Revolving Loans and, in the case of Term Loans, applied against the remaining scheduled installments of principal due in respect of the Term Loans, including (unless otherwise specified in the applicable Incremental Assumption Agreement) the Other Term Loans (if any) as directed by the Company. (b) Notwithstanding clause (a) above, if (x) the Company shall deliver a certificate of an Executive Officer to the Administrative Agent at or promptly but following the time of receipt of any amount that would otherwise constitute Net Cash Proceeds of an Asset Sale setting forth the Company’s intent to reinvest such proceeds in no event more than three (3) Business Days following productive assets or businesses within 365 days of receipt of such net proceeds, proceeds (the “Investment Period”) and until (y) no Event of Default shall have occurred and shall be continuing at the date time of paymentthe delivery of such certificate, such proceeds shall be held in trust for Agent. The foregoing not constitute Net Cash Proceeds except to the extent not so used at the end of such Investment Period (or, if the Company commits to reinvest such proceeds within such Investment Period, within 180 days of the end of such Investment Period), at which time such proceeds shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofNet Cash Proceeds. (2c) a new Section 2.20(dThe Company shall not be required to prepay by any amount that would otherwise be required pursuant to clause (a) above to the extent (i) the relevant Net Cash Proceeds are generated by any Foreign Subsidiary and the repatriation to the Company of any such Net Cash Proceeds would be prohibited, restricted or delayed under any applicable law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors or officers or (ii) the relevant Net Cash Proceeds are generated by any Foreign Subsidiary and the repatriation of such Net Cash Proceeds to the Company would result in adverse tax consequences as reasonably determined by the Company; provided that upon the Company obtaining knowledge that such circumstance in clause (i) and/or clause (ii), as applicable, ceases to apply, such Net Cash Proceeds shall be added as follows:deemed received for purposes of clause (a) above and any prepayment or reduction requirements applicable thereto.

Mandatory Prepayments. Section 2.20 (i) Immediately upon the receipt by Borrower or any of its Subsidiaries of the Loan Agreement shall be amended proceeds of any voluntary or involuntary sale or disposition by amending Section 2.20(a) and adding a new Section 2.20(dBorrower or any of its Subsidiaries of property or assets (including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a), each as follows: (1b), (c), or (d) of the definition of Permitted Dispositions), Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.20(a2.4(d) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in an amount equal to 100% of the net proceeds Net Cash Proceeds (including condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing, (B) Borrower shall have given Agent prior written notice of Borrower’s intention to apply such monies to the costs of replacement of the properties or assets that are the subject of such sale or disposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries, (i.e.C) the monies are held in a cash collateral account in which Agent has a perfected first-priority security interest, gross proceeds less and (D) Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following initial receipt of such net proceedsmonies, Borrower and until its Subsidiaries shall have the date option to apply such monies to the costs of paymentreplacement of the property or assets that are the subject of such sale or disposition or the costs of purchase or construction of other assets useful in the business of Borrower and its Subsidiaries unless and to the extent that such applicable period shall have expired without such replacement, such proceeds purchase or construction being made or completed, in which case, any amounts remaining in the cash collateral account shall be held paid to Agent and applied in trust for Agentaccordance with Section 2.4(d). Nothing contained in this Section 2.4(c)(i) shall permit Borrower or any of its Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 6.4. (ii) Immediately upon the receipt by Borrower or any of its Subsidiaries of any Extraordinary Receipts, Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(d) in an amount equal to 100% of such Extraordinary Receipts, net of any reasonable expenses incurred in collecting such Extraordinary Receipts. (iii) Immediately upon the issuance or incurrence by Borrower or any of its Subsidiaries of any Indebtedness (other than Indebtedness permitted under Section 6.1(a), (b), (c), (d), (e), (f), (g) or (h)), Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(d) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance or incurrence. The foregoing provisions of this Section 2.4(c)(iii) shall not be deemed to be implied consent to any such sale issuance or incurrence otherwise prohibited by the terms and conditions hereof. Such repayments of this Agreement. (iv) Within 10 days of delivery to Agent and the Lenders of audited annual financial statements pursuant to Section 5.3, commencing with the delivery to Agent and the Lenders of the financial statements for Borrower’s fiscal year ended December 31, 2008 or, if such financial statements are not delivered to Agent and the Lenders on the date such statements are required to be delivered pursuant to Section 5.3, 10 days after the date such statements are required to be delivered to Agent and the Lenders pursuant to Section 5.3, Borrower shall be applied to the outstanding Advances (x) first, to prepay the outstanding principal installments amount of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with Section 2.4(d) in an amount equal to 50% of the provisions Excess Cash Flow of Section 3.2(b)Borrower and its Subsidiaries for such fiscal year; provided that (A) if the Leverage Ratio as of the end of the fiscal year ending December 31, provided however that if no Default or Event of Default has occurred and 2008 is continuingless than 1.25:1.00, such repayments the foregoing percentage shall be applied reduced to cash collateralize 25% with respect to such year and (B) if the Leverage Ratio as of the end of any Obligations related subsequent fiscal year is less than 1.00 to outstanding Letters of Credit last) in such order as Agent may determine1.00, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (2) a new Section 2.20(d) foregoing percentage shall be added as follows:reduced to 25% with respect to such subsequent year.

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any The Borrower sells or otherwise disposes of any Collateral other than Inventory shall prepay the Notes in the Ordinary Course of Business, Borrowers shall repay the Advances in an amount amounts equal to the net proceeds amounts required pursuant to Section 7.05; provided that notwithstanding the foregoing, the Borrower shall not be required to make such payment to the extent such payment is prohibited pursuant to the terms of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to First Lien Credit Agreement. Such prepayment shall be made promptly but in no event more later than three (3) the next Business Days following Day after the receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order Disposition of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, such Oil and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofGas Properties. (2b) a new Section 2.20(d) The Borrower shall prepay the Notes in amounts equal to 100% of the Net Cash Proceeds of any Casualty Event related to the Borrower or any of its Subsidiaries. Such prepayment shall be added made no later than 20 Business Days after the receipt of such proceeds. (c) Notwithstanding anything herein to the contrary, if any of the amounts referred to in Section 2.04(b) will otherwise be reinvested (including for actual repair and replacement following a Casualty Event) in assets used or useful in carrying on the business of the Borrower and its Subsidiaries within 90 days after the receipt thereof, then prepayment shall only be required to the extent any excess Net Cash Proceeds remain after making such reinvestment during such 90-day period. If the Borrower plans such reinvestment with the Net Cash Proceeds described in Section 2.04(b), then it shall deliver and certify such intention in a certificate from the Financial Officer of the Borrower to the Administrative Agent no later than 20 Business Days after the receipt of such Net Cash Proceeds. Any of the Net Cash Proceeds remaining after such 90-day period, the completion of such repair or replacement or after the Borrower has discontinued its good faith pursuit of such repairs or replacement will be promptly applied as follows:a prepayment of the Loans.

Mandatory Prepayments. Section 2.20 (i) If at any time the outstanding principal amount of all Revolver Loans plus the sum of all outstanding Swingline Loans and LC Exposure exceeds the then available Aggregate Maximum Revolver Amount, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Loan Agreement shall be amended Lenders, an amount equal to such excess with each such repayment applied first to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolver Loans and third, with respect to any Letters of Credit then outstanding, a payment of cash collateral into a cash collateral account opened by amending Section 2.20(a) and adding a new Section 2.20(d)the Administrative Agent, each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes for the benefit of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances Lenders in an amount equal to the net proceeds aggregate then undrawn and unexpired amount of such sale Letters of Credit (i.e., gross proceeds less such cash collateral to be applied in accordance with Section 2.09(b)). (ii) The Borrower shall prepay the reasonable direct costs Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of such sales the aggregate Net Cash Proceeds from any Debt Issuance by the Borrower or any of its Subsidiaries or other dispositions), such repayments Debt not permitted pursuant to this Agreement. Such prepayment shall be made promptly but in no event more than three within five (35) Business Days following receipt of such net proceeds, and until after the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to receipt of Net Cash Proceeds of any such sale otherwise prohibited by transaction. (iii) The Borrower shall prepay the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order manner set forth in clause (vi) below in amounts equal to fifty percent (50%) (or if the Borrower’s Leverage Ratio is less than 5.0:1.0, 0%) of the maturities thereof, (y) second, aggregate Net Cash Proceeds from any Equity Offering by or capital contribution to the outstanding principal installments Borrower or any of its Subsidiaries other than (a) the Equipment exercise price on stock options issued as part of employee compensation and (b) the Equity Issuance. Such prepayment shall be made within five (5) Business Days after the date of receipt of Net Cash Proceeds of any such transaction. (iv) The Borrower shall prepay the Loans in the inverse order manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the maturities thereofaggregate Net Cash Proceeds from any Disposition by the Borrower or any of its Subsidiaries. Such prepayments shall be made within five (5) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if so long as no Default or Event of Default has occurred and is continuing, such repayments no prepayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit lastrequired hereunder (A) in such order as Agent may determine, subject connection with up to Borrowers’ ability $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Dispositions (other than any Disposition pursuant to reborrow Revolving Advances in accordance with the terms hereofof the Pioneer Option Agreement) by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets, or (B) in connection with Dispositions permitted pursuant to Section 9.17 (other than Section 9.17(f)). (2v) a new Section 2.20(dThe Borrower shall prepay the Loans in the manner set forth in clause (vi) below in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds from any Insurance and Condemnation Event by the Borrower or any of its Subsidiaries. Such prepayments shall be added made within three (3) Business Days after receipt of Net Cash Proceeds of any such transaction by the Borrower or any of its Subsidiaries; provided that, so long as follows:no Default or Event of Default has occurred and is continuing, no prepayments shall be required hereunder in connection with up to $50,000,000 of aggregate Net Cash Proceeds in any fiscal year from Insurance and Condemnation Events by the Borrower or any of its Subsidiaries which is reinvested within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Borrower or any of its Subsidiaries in similar replacement assets.

Mandatory Prepayments. (a) Without limiting the requirements of Section 2.20 7.5 hereof regarding the consent of Majority Lenders to sales of property by Restricted Persons which are not permitted by Section 7.5, the Loan Agreement shall proceeds of any sale of property (net of all reasonable costs and expenses, but excluding proceeds consisting of tangible property to be amended used in the business of Restricted Persons) by amending any Restricted Person (other than a sale of property permitted under Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a7.5 hereof) shall be amended placed in a collateral account under the control of Administrative Agent in a manner satisfactory to Administrative Agent immediately upon such Restricted Person's receipt of such proceeds and restated maintained therein for a period of ninety (90) days following the date of receipt thereof in its entirety cash (in this Section 2.7(a) referred to as follows: the "Collateral Period"). If any consideration consists of an instrument or security, the Collateral Period shall, with respect to each amount of cash received in respect thereof, continue until ninety (a90) Subject days following such Restricted Person's receipt of such cash unless, pursuant to Section 7.1 hereofthe following sentence, when an approved investment included such cash; any cash in a collateral account may be invested in Cash Equivalents designated by Borrower. During each Collateral Period, Borrower sells or otherwise disposes may propose to invest such proceeds in other property subject to the approval of Majority Lenders, and shall thereafter invest such proceeds in such property so approved by Majority Lenders. At the end of each Collateral Period or, if an investment is so proposed and approved during such Collateral Period, within one hundred-eighty (180) days after such proposed investment has been so approved by Majority Lenders, any Collateral other than Inventory in such proceeds which have not been so invested by Borrower shall be applied pro rata to the Ordinary Course reduction of Businessthe outstanding principal balance of the Term Loans and the Revolver Loans at such time, Borrowers and the Revolver Commitment shall repay the Advances in be reduced by an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be prepayment applied to the outstanding Advances Revolver Loans. (xb) first, If at any time the Facility Usage exceeds the Revolver Commitment (whether due to the outstanding principal installments of the Term Loans a reduction in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit Revolver Commitment in accordance with the provisions of Section 3.2(bthis Agreement, or otherwise), provided however that if no Default or Event Borrower shall immediately upon demand prepay the principal of Default has occurred and is continuing, the Revolver Loans in an amount at least equal to such repayments excess. Each prepayment of principal under this section shall be applied accompanied by all interest then accrued and unpaid on the principal so prepaid. Any principal or interest prepaid pursuant to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (2) a new Section 2.20(d) this section shall be added as follows:in addition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of such prepayment.

Mandatory Prepayments. Section 2.20 (i) If, after giving effect to any termination or reduction of the Loan Agreement shall be amended by amending Commitments pursuant to Section 2.20(a) and adding a new Section 2.20(d2.06(b), each the total Revolving Credit Exposures exceeds the total Commitments, then the Borrower shall (A) prepay the Borrowings on the date of such termination or reduction in an aggregate principal amount equal to such excess, and (B) if any excess remains after prepaying all of the Borrowings as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject a result of an LC Exposure, pay to Section 7.1 hereof, when any Borrower sells or otherwise disposes the Administrative Agent on behalf of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in Lenders an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments excess to be held as cash collateral as provided in Section 2.07(j). (ii) The Borrower shall prepay the outstanding principal amount of Loans in amounts equal to (A) one hundred percent (100%) of the aggregate Net Proceeds from any Asset Disposition (other than any Asset Disposition by a DevCo) or (B) the DevCo Ownership Percentage with respect to such DevCo of the aggregate Net Proceeds from any Asset Disposition by a DevCo. Such prepayments shall be made promptly but in no event more than within one (1) Business Day after the date of receipt of the Net Proceeds of any such Asset Disposition by such Credit Party and within three (3) Business Days following receipt of such net proceeds, and until after the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to receipt of the Net Proceeds of any such sale otherwise prohibited Asset Disposition by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), such DevCo; provided however that if so long as no Default or Event of Default has occurred and is continuing, no prepayments of aggregate Net Proceeds from Asset Dispositions shall be required hereunder to the extent such repayments Net Proceeds are used to acquire other assets useful in the ordinary course of the business of the Credit Parties or such DevCo, as applicable, within three hundred sixty (360) days after receipt of such Net Proceeds by the Credit Parties or such DevCo, as applicable, or such longer period of time as may be agreed to by Majority Lenders; provided, however, that any portion of the Net Proceeds not actually reinvested within the applicable time period shall be prepaid in accordance with this Section 3.04(c). Notwithstanding the foregoing, there shall be no reinvestment period for any Asset Disposition of the Equity Interests in any DevCo. (iii) Promptly following the issuance of any Debt by any Credit Party (other than Debt permitted by Section 9.02 or otherwise consented to by Majority Lenders), the Borrower shall prepay the Loans in an aggregate amount equal to one hundred percent (100%) of the Net Proceeds received in respect of such Debt. Nothing in this paragraph is intended to permit any Credit Party to incur Debt other than as permitted under Section 9.02, and any such incurrence of Debt in violation of Section 9.02 shall be a breach of this Agreement. (iv) The Borrower shall prepay the outstanding principal amount of Loans in an amount equal to (A) one hundred percent (100%) of the aggregate Net Proceeds from any Insurance and Condemnation Event received by any Credit Party and (B) the DevCo Ownership Percentage with respect to such DevCo of the aggregate Net Proceeds from any Insurance and Condemnation Event received by any DevCo. Such prepayments shall be made within one (1) Business Day after the date of receipt of Net Proceeds of any such Insurance and Condemnation Event by such Credit Party and within three (3) Business Days after the date of receipt of Net Proceeds of any such Insurance and Condemnation Event by such DevCo; provided that, so long as no Event of Default has occurred and is continuing, no prepayments of Net Proceeds from Insurance and Condemnation Events shall be required hereunder to the extent such Net Proceeds are used to acquire other assets useful in the ordinary course of the business of the Credit Parties or such DevCo, as applicable, within three hundred sixty (360) days after receipt of such Net Proceeds by the Credit Parties or such DevCo, as applicable, or such longer period of time as may be agreed to by Majority Lenders; provided, however, that any portion of the Net Proceeds not actually reinvested within the applicable time period shall be prepaid in accordance with this Section 3.04(c). (v) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied, first, ratably to any ABR Borrowings then outstanding, and, second, to any Eurodollar Borrowings then outstanding, and if more than one Eurodollar Borrowing is then outstanding, to each such Eurodollar Borrowing in order of priority beginning with the Eurodollar Borrowing with the least number of days remaining in the Interest Period applicable thereto and ending with the Eurodollar Borrowing with the most number of days remaining in the Interest Period applicable thereto. (vi) Each prepayment of Borrowings pursuant to this Section 3.04(c) shall be applied ratably to cash collateralize any Obligations related the Loans included in the prepaid Borrowings. Prepayments pursuant to outstanding Letters of Credit lastthis Section 3.04(c) in such order as Agent may determine, subject shall be accompanied by accrued interest to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofextent required by Section 3.02. (2vii) If any prepayment is required to be made under Section 3.04(c)(ii)(B) or Section 3.04(c)(iv)(B), the Borrower shall cause the applicable DevCo to make a new Section 2.20(dcash dividend to a Credit Party in an amount not less than the amount of such required prepayment within three (3) shall Business Days after the applicable DevCo receives the Net Proceeds required to be added as follows:prepaid.

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a(i) and adding a new Section 2.20(dWhen any Parent Holdco or any Subsidiary thereof makes any Asset Disposition (other than dispositions permitted under Sections 4.3(a), each as follows: (14.3(d), 4.3(e), 4.3(f), 4.3(h) Section 2.20(aor 4.3(i)) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereofor experiences any Asset Loss Event, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, U.S. Borrowers shall repay the Advances in an amount equal to 100% of the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions)Net Cash Proceeds thereof, such repayments to be made promptly but in no event more than three five (35) Business Days following receipt of such net proceedsNet Cash Proceeds, and until the date of payment, such proceeds Net Cash Proceeds shall be held in trust for Agent; provided, however, up to an aggregate of $1,000,000 per Fiscal Year (or such higher amount as Agent and the Required Lenders may agree) of the Net Cash Proceeds of the foregoing shall not be required to be applied to the prepayment of the Advances to the extent such proceeds are to be used to replace, repair or restore, or otherwise reinvest in, assets used in any Borrower’s business and so long as: (A) no Default or Event of Default has occurred and is continuing on the date such Person receives such Net Cash Proceeds, (B) U.S. Borrowing Agent delivers a certificate to Agent within three (3) Business Days after such Asset Disposition or ten (10) Business Days after the occurrence of Asset Loss Event (as applicable), stating that such Net Cash Proceeds shall be used to replace, repair or restore, or otherwise reinvest in, any such properties or assets to be used in Borrowers’ or its Subsidiaries’ business, as the case may be, within a period specified in such certificate not to exceed 270 days after the receipt of such proceeds (which certificate shall set forth estimates of the proceeds to be so expended and shall set forth in reasonable detail the plans for such reinvestment, replacement, repair or restoration, which shall be acceptable to Agent in its Permitted Discretion) and (C) such Net Cash Proceeds are deposited in a non-interest bearing account subject to the sole dominion and control of Agent (which proceeds shall then be disbursed by Agent to the applicable U.S. Borrower or Subsidiary thereof promptly upon U.S. Borrowing Agent’s written request therefor setting forth in reasonable detail the use of such proceeds and certifying that such proceeds are being applied in the manner set forth in the certificate delivered to Agent in accordance with clause (B)); provided, further, that (x) if all or any portion of such Net Cash Proceeds not so applied to the prepayment of the Advances are not used in accordance with the foregoing proviso within 270 of receipt of such Net Cash Proceeds, such amount shall be applied to the Advances as otherwise set forth herein, on the last day of such specified period, (y) if such U.S. Borrower or Subsidiary, as the case may be, is not permitted to reinvest or utilize such Net Cash Proceeds in accordance with this Section 2.21(c)(i) as a result of the existence of a Default, U.S. Borrowing Agent may request, and upon the written approval of Agent, such Net Cash Proceeds shall be deposited in a non-interest bearing account subject to the sole dominion and control of Agent until the earlier of (I) the date on which such Default is cured or waived in writing in accordance with the terms of this Agreement, in which case such amounts may be reinvested or utilized in accordance with the proviso above and (II) the date on which an Event of Default shall occur, in which case such Net Cash Proceeds shall be applied to the Advances in accordance with Section 11.5 on such date and (z) if such U.S. Borrower or such Subsidiary, as the case may be, is not permitted to reinvest or utilize such net cash proceeds as a result of a continuing Event of Default, such net cash proceeds shall be applied in accordance with Section 11.5. The foregoing shall not be deemed to be implied consent to any such sale Disposition or other event otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (xi) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans Loan in the inverse order of the maturities thereof, and (zii) thirdsecond, (A) to the extent such Asset Loss Event related to the U.S. Borrowers, to the remaining U.S. Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to the U.S. Borrowers’ ability to reborrow U.S. Revolving Advances in accordance with the terms hereof and (B) to the extent such Asset Loss Event related to the Canadian Borrowers, to the remaining Canadian Advances in such order as Agent may determine, subject to the Canadian Borrowers’ ability to reborrow Canadian Revolving Advances in accordance with the terms hereof. (2ii) a new Section 2.20(d[Reserved]. (iii) [Reserved]. (iv) When any Parent Holdco or any Subsidiary thereof receives any Extraordinary Receipts, U.S. Borrowers shall repay the Advances in an amount equal to 100% of the Net Cash Proceeds thereof, such repayment to be made promptly but in no event more than five (5) Business Days following receipt of such Net Cash Proceeds. Such repayments shall be added as follows:applied first, to the extent any such amounts constitute reimbursement of amounts previously paid using proceeds of Revolving Advances or working capital, to the outstanding Revolving Advances (without a corresponding reduction to the Maximum Revolving Advance Amount) and second, to the extent of any remaining Net Cash Proceeds thereof, 75% to the outstanding Revolving Advances (without a corresponding reduction to the Maximum Revolving Advance Amount) and 25% to the Term Loan. The foregoing shall not be deemed to be implied consent to any event or condition giving rise to any Extraordinary Receipts which would otherwise constitute a Default or Event of Default under this Agreement.

Mandatory Prepayments. Section 2.20 (i) If at any time, (i) the aggregate German Revolving Credit Exposure of all Revolving Credit Lenders (excluding the L/C Obligations under any Letters of Credit issued for the account of the Loan German Borrower to the extent such L/C Obligations are Cash Collateralized in accordance with this Agreement or backstopped to the reasonable satisfaction of the Administrative Agent) exceeds the German Borrowing Base, (ii) the aggregate Maltese Revolving Credit Exposure of all Revolving Credit Lenders (excluding the L/C Obligations under any Letters of Credit issued for the account of the Maltese Borrower to the extent such L/C Obligations are Cash Collateralized in accordance with this Agreement or backstopped to the reasonable satisfaction of the Administrative Agent) exceeds the Maltese Borrowing Base or (iii) the aggregate Revolving Credit Exposure of all the Revolving Credit Lenders exceeds the Maximum Credit, then the applicable Borrower or the Borrowers shall be amended within one Business Day, upon notification by amending the Administrative Agent, prepay the Swing Line Loans, first, and the other Loans, second, and then Cash Collateralize, in the amount required by Section 2.20(a) and adding a new Section 2.20(d2.03(f), the Letters of Credit then outstanding, in each as follows:case in the amount and in the manner required to eliminate such excess; provided that nothing in this clause (b)(i) shall reduce the Revolving Credit Commitments. (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (aii) Subject to Section 7.1 hereof3.05, when all such payments in respect of the Loans pursuant to this Section 2.05 shall be without premium or penalty. All interest accrued on the principal amount of the Loans paid pursuant to this Section 2.05 shall be paid, or may be charged by the Administrative Agent to any Borrower sells or otherwise disposes loan account(s) of any Collateral other than Inventory in the Ordinary Course of BusinessBorrowers, Borrowers shall repay at the Advances in an amount equal to the net proceeds of such sale (i.e.Administrative Agent’s option, gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until on the date of such payment. (iii) At all times after the occurrence and during the continuance of a Cash Dominion Period and notification thereof by the Administrative Agent to the Borrowers, on each Business Day, the Administrative Agent shall apply all same day funds credited to the Concentration Account to one or more accounts maintained by the Administrative Agent; provided that all amounts received in any such proceeds account shall be held applied (and allocated) by the Administrative Agent, on each Business Day, in trust for Agentaccordance with Section 8.04; provided, further, that any amounts in the Concentration Account transferred thereto from the Specified German Collection Deposit Account, the JPM German Collection Deposit Account or the U.K. Euro Concentration Deposit Account shall be applied (and allocated) by the Administrative Agent first to amounts set forth in clauses “Second”, “Third”, “Fifth”, “Sixth”, “Seventh” and “Eighth” (other than clause (iii) thereof) of Section 8.04 that constitute Obligations (other than pursuant to its Guarantee) of the German Borrower and thereafter, to the extent of the remaining amounts thereof, in accordance with Section 8.04. The foregoing shall not be deemed Notwithstanding anything to the contrary in this clause (iii), unless any amounts referred to in the preceding sentence are required to be implied consent applied in accordance with Section 8.04 pursuant to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments thereof, no such amounts shall be applied to the outstanding Advances clauses “First”, “Fourth”, clause (xiii) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities “Eighth” or “Ninth” through “Last” thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 Borrower shall be required to make mandatory prepayments of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), Term Loans upon each as followsof the following: (1i) the receipt by Borrower or any of its Affiliates of any damages or other amounts from Equipment Supplier under an Equipment Supply Agreement (including as a result of a delayed delivery pursuant to Section 2.20(a4 of such Equipment Supply Agreement and as a result of any cancellation by Equipment Supplier pursuant to Section 19 of such Equipment Supply Agreement), in an amount equal to (A) during the continuance of any Default or Event of Default, the amount of such damages or other amounts, or (B) so long as there is not continuing any Default or Event of Default, such portion of the amount of such damages as Hermes Agent (at the instruction of Hermes) shall be amended and restated designate in its entirety writing as follows:the amount (if any) of the Term Loans no longer eligible for coverage under the Hermes Export Credit Guarantee Documents as a result of such payment of amounts by Equipment Supplier to Borrower; (aii) Subject any failure of the Hermes Export Credit Guarantee Documents to Section 7.1 hereofbe effective with respect to any portion of the Term Loans, when any in an amount equal to such portion of the Term Loans; and (iii) the refund to Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances Hermes Guarantee Fees by Hermes in an amount equal to the net proceeds Hermes Guarantee Fee Refund. Any such prepayment (including any deemed prepayment with the Hermes Guarantee Fee Refund made in accordance with 2.6.1) shall (A) include payment by Borrower of accrued and unpaid interest on the Term Loans being prepaid and any fees, breakage costs and other charges payable in connection with such sale a prepayment under the terms of this Agreement (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositionsincluding Section 3.7), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceedsif any, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall (B) be applied to remaining amortization payments and the outstanding Advances payments at final maturity thereof (x1) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default maturity or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (2) on a new Section 2.20(d) shall pro rata basis, at the option of Hermes Agent (acting at the instruction of Hermes). Amounts prepaid as mandatory prepayments of Term Loans may not be added as follows:re-borrowed.

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes Within (i) ten Business Days following the date of any Collateral Disposition involving a Mortgaged Vessel (other than Inventory in a Collateral Disposition constituting an Event of Loss) and (ii) the Ordinary Course earlier of Business(A) the date which is 180 days following any Collateral Disposition constituting an Event of Loss involving a Mortgaged Vessel and (B) the date of receipt by Borrower, Borrowers any of its Subsidiaries or the Administrative Agent of the insurance proceeds relating to such Event of Loss, Borrower shall be required to repay the Advances Loans in an amount equal to the net proceeds product of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments sum of the Term then outstanding aggregate principal amount of Indebtedness under the Senior Credit Facilities and the Loans in the inverse order of the maturities thereof, and (y) second, a fraction (A) the numerator of which is equal to the outstanding principal installments appraised value (as determined in accordance with the most recent report delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 8.01(c) of the Equipment Loans in Mortgaged Vessel or Mortgaged Vessels which is/are the inverse order subject of the maturities thereof, such Collateral Disposition and (zB) third, the denominator of which is equal to the remaining Advances Aggregate Mortgaged Vessel Value (including cash collateralization as determined in accordance with the most recent appraisal report delivered to the Administrative Agent (or obtained by the Administrative Agent) pursuant to Section 8.01(c) before giving effect to such Collateral Disposition); provided that (I) the foregoing payment shall be reduced by the amount of all Obligations relating any mandatory prepayment made under the Senior Credit Facilities with respect to any outstanding Letters such Collateral Disposition and (II) if prior to the date on which payment is due hereunder, the Borrower provides the Administrative Agent with written notice of its intent to consummate a Vessel Exchange with the proceeds, then so long as no Default or Event of Default is continuing, the Credit Parties may use the funds received in such Collateral Disposition in accordance with the provisions of Section 3.2(b9.02(a), provided however that further that, if no a Default or Event of Default has occurred occurs after the date of such Collateral Disposition and is continuingbefore the procedures set forth in Section 9.02(a) are completed, the Parent shall apply the proceeds of such Collateral Disposition in accordance with Section 4.02(a); provided further, that to the extent excess proceeds remain after any Vessel Exchange, such repayments excess shall be applied first to cash collateralize any Obligations related repay the Senior Credit Facilities and second to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with repay the terms hereofLoans. (2b) a new Section 2.20(d) Notwithstanding anything to the contrary contained elsewhere in this Agreement, all then outstanding Loans shall be added as follows:repaid in full on the Maturity Date.

Mandatory Prepayments. Section 2.20 If at any time the amount equal to the sum of (i) the outstanding principal amount of all Revolving Credit Loan Advances and the Swing Loan Advances, plus (ii) the Letter of Credit Liabilities, exceeds the aggregate amount of the Revolving Credit Commitments, the Borrower shall promptly prepay Revolving Credit Loan Agreement Advances, Swing Loan Advances and the Letter of Credit Disbursements by the amount of the excess or, if no Revolving Credit Loan Advances, Swing Loan Advances or Letter of Credit Disbursements are outstanding, the Borrower shall be amended by amending Section 2.20(aimmediately pledge to the Agent cash or Cash Equivalent Investments (subject to no other Liens) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in an amount equal to the net proceeds excess as security for the Obligations. Any such mandatory prepayments shall be applied first to Swing Loan Advances, then to Letter of such sale (i.e.Credit Disbursements for which the Issuing Bank has not been reimbursed by the Borrower, gross proceeds less then to Base Rate Advances under the reasonable direct costs of such sales or other dispositions)Revolving Credit Loan, such repayments then to be made promptly but in no event more than three (3) Business Days following receipt of such net proceedsEurodollar Advances under the Revolving Credit Loan, and until then to the remaining Letter of Credit Liabilities. Any prepayments hereunder shall be accompanied with accrued and unpaid interest on the amount prepaid to the date of paymentprepayment. After any reduction in the Commitments pursuant to Section 2.11, the Borrower shall promptly prepay the outstanding Revolving Credit Loan Advances and Swing Loan Advances by the amount which the sum of the outstanding principal amount of the Advances under the Revolving Credit Loan and the Swing Loan plus the Letter of Credit Liabilities exceeds the aggregate amount of the Revolving Credit Commitments, as reduced. Upon the Disposition of any assets (other than Dispositions of assets permitted under Sections 9.8(a) and (c)), the Borrower shall promptly prepay the Advances by an amount equal to the Net Proceeds of such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent Disposition; provided however, with respect to any Dispositions permitted under Sections 9.8(b) and (d), the Borrower shall promptly prepay the Advances by an amount equal to the Net Proceeds of such sale otherwise prohibited by Disposition to the terms and conditions extent such amount exceeds either (i) $1,000,000 per Disposition or (ii) $3,000,000 in the aggregate for all Dispositions which have occurred since the date hereof. Such repayments Any such mandatory prepayments shall be applied first to Swing Loan Advances, then to Letter of Credit Disbursements for which the Issuing Bank has not been reimbursed by the Borrower, then to the outstanding Base Rate Advances (x) firstunder the Revolving Credit Loan, then to Eurodollar Advances under the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereofRevolving Credit Loan, and (z) third, then to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters Letter of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments Liabilities. Any prepayments hereunder shall be applied accompanied with accrued and unpaid interest on the amount prepaid to cash collateralize any Obligations related to outstanding Letters the date of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofprepayment. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject Without duplication of Section 2.12(b), if any Indebtedness shall be incurred by any Group Member which constitutes a Junior Debt Incurrence Event, an amount equal to 50% of the cash proceeds (net of (i) costs and fees associated with derivative transactions (including, without limitation, hedging transactions), the aggregate amount of share repurchases made with the proceeds of such Junior Debt Incurrence Event and permitted by Section 7.1 hereof7.6(k), when attorneys’ fees, accountants’ fees, investment banking fees, underwriting discounts and commissions and other customary costs, fees and expenses actually incurred in connection therewith and net of taxes paid and the Borrower’s reasonable and good faith estimate of income, franchise, sales, and other applicable taxes required to be paid by any Borrower sells or otherwise disposes Group Member in connection with such Junior Debt Incurrence Event and (ii) other amounts reasonably acceptable to the Administrative Agent) thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(e). (b) Without duplication of Section 2.12(a), if any Collateral Indebtedness shall be incurred by any Group Member (excluding any Indebtedness incurred in accordance with Section 7.2 (other than Inventory Credit Agreement Refinancing Indebtedness)), an amount equal to 100% of the Net Cash Proceeds thereof shall be applied on the date of such incurrence toward the prepayment of the Term Loans and other amounts as set forth in Section 2.12(e). (c) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered within three Business Days after receipt thereof, such Net Cash Proceeds shall be applied after such third Business Day toward the Ordinary Course prepayment of Businessthe Loans and other amounts as set forth in Section 2.12(e); provided that notwithstanding the foregoing, Borrowers shall repay the Advances in on each Reinvestment Prepayment Date, an amount equal to the net Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Loans and other amounts as set forth in Section 2.12(e). (d) If, for any fiscal year of the Borrower commencing after the end of the fiscal year ending December 31, 2021, there shall be Excess Cash Flow, the Borrower shall, on the relevant Excess Cash Flow Application Date, apply the difference of 50% of such Excess Cash Flow minus the aggregate amount of any voluntary prepayments (including Discounted Prepayments made pursuant to Section 2.29 and assignments to Holdings, the Borrower or any Subsidiary made pursuant to Section 10.6(h), with the amount of such prepayment being equal to the amount actually paid by the Borrower (or Holdings or any Subsidiary, as applicable); provided, that, with respect to the open market purchase made pursuant to Section 10.6(h)(i) on the Third Amendment Effective Date, Excess Cash Flow shall not be reduced by the portion of such open market purchase funded with the proceeds of the Third Amendment Term Loan) of the Term Loans or to the extent the Revolving Commitment is permanently reduced by an amount equal to such sale payment, any voluntary prepayments of the Revolving Loans, made during such year; provided that such percentage shall be reduced to (i.e., gross proceeds less i) 25% if the reasonable direct costs Consolidated Net Leverage Ratio as of the last day of such sales fiscal year is less than or other dispositionsequal to 3.00 to 1.00 but greater than 2.00 to 1.00 and (ii) 0% if the Consolidated Net Leverage Ratio as of the last day of such fiscal year is less than or equal to 2.00 to 1.00. Each such prepayment shall be made on a date (each an “Excess Cash Flow Application Date”) occurring no later than the earliest of three Business Days after (i) the date on which the financial statements of Holdings referred to in Section 6.1(a), for the fiscal year with respect to which such repayments prepayment is made, are required to be delivered to the Lenders, and (ii) the date such financial statements are actually delivered. (e) Amounts to be applied in connection with prepayments made promptly but pursuant to (i) this Section 2.12 (other than Section 2.12(a)) shall be applied to the prepayment of installments due in respect of the Term Loans in direct order of maturity for the next four scheduled payments of Term Loans required under Section 2.3, and then ratably to the remaining scheduled installments due in respect of the Term Loans in accordance with Sections 2.3 and 2.18(b); and (ii) Section 2.12(a) shall be applied to the prepayment of installments due in respect of the Term Loans in inverse order of maturity (including to the bullet payment on the Term Loan Maturity Date); provided that any Term Lender may decline any such prepayment made pursuant to this Section 2.12 (other than any prepayment made with the proceeds of Credit Agreement Refinancing Indebtedness) (the aggregate amount of all such prepayments declined in connection with any particular prepayment, collectively, the “Declined Amount”), in which case the Declined Amount shall be distributed first, to the prepayment, on a pro rata basis, of the Term Loans held by Term Lenders that have elected to accept such Declined Amounts; second, to the extent of any residual, if no Term Loans remain outstanding, to the prepayment of the Revolving Loans in accordance with Section 2.15(c) (with no corresponding permanent reduction in the Revolving Commitments); third, to the extent of any residual, if no Term Loans or Revolving Loans remain outstanding, to the deposit of an amount in cash (in an amount not to exceed 105% of the then existing L/C Exposure) in a cash collateral account for the benefit of the L/C Lenders on terms and conditions satisfactory to the Issuing Lender; and fourth, to the extent of any residual, retained by the Borrower. Each prepayment of the Loans under this Section 2.12 (except in the case of Revolving Loans that are ABR Loans and Swingline Loans, in the event more all Revolving Commitments have not been terminated) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. The Borrower shall deliver to the Administrative Agent and each Term Lender notice of each prepayment of Term Loans in whole or in part pursuant to this Section 2.12 not less than three (3) Business Days following receipt prior to the date such prepayment shall be made (each, a “Mandatory Prepayment Date”). Such notice shall set forth (i) the Mandatory Prepayment Date, (ii) the aggregate amount of such net proceedsprepayment and (iii) the options of each Term Lender to (x) decline or accept its share of such prepayment and (y) to accept Declined Amounts. Any Term Lender that wishes to exercise its option to decline such prepayment or to accept Declined Amounts shall notify the Administrative Agent by facsimile not later than one (1) Business Day prior to the Mandatory Prepayment Date. (f) The Borrower shall deliver to the Administrative Agent, and until at the date time of paymenteach prepayment required under this Section 2.12, a certificate signed by a Responsible Officer setting forth in reasonable detail the calculation of the amount of such proceeds prepayment or reduction. (g) No prepayment fee or other penalty or premium shall be held payable in trust respect of any mandatory prepayments made pursuant to this Section 2.12. (h) Notwithstanding any provisions of this Section 2.12 to the contrary, to the extent the Borrower determines, acting in good faith, that any repatriation or distribution (or deemed repatriation or deemed distribution for Agent. The foregoing tax purposes) to the Borrower of Net Cash Proceeds or Excess Cash Flow described in this Section 2.12 that are attributable to any Subsidiary would reasonably be expected to result in material adverse Tax consequences to any Group Member (as determined by the Borrower in good faith), or would be prohibited or restricted by applicable Requirements of Law, or applicable Operating Documents or material agreements of such Subsidiary, the applicable Net Cash Proceeds or Excess Cash Flow shall not be deemed required to be implied consent so repatriated or distributed and the relevant amounts shall not be required to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit prepaid in accordance with this Section 2.12. To the provisions extent that the relevant adverse Tax consequences, restrictions imposed by Requirements of Law or restrictions set forth in the applicable Operating Documents or material agreements, in each case, would no longer be applicable at any time in the twelve (12) month period following the day that the relevant amounts would otherwise be required to be prepaid pursuant to this Section 3.2(b)2.12, provided however the Borrower shall cause such amounts to be prepaid as and to the extent otherwise required pursuant to this Section 2.12. The Borrower will use commercially reasonable efforts to avoid or mitigate any material adverse Tax consequences, restrictions imposed by Requirements of Law and restrictions set forth in the applicable Operating Documents or material agreements, in each case, that if no Default or Event would otherwise limit an obligation of Default has occurred and is continuing, such repayments shall be applied the Borrower to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances make a mandatory prepayment in accordance with the terms hereofof this Section 2.12. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject Each Net Proceeds Prepayment shall be applied as follows: (i) up to the Release Amount for the affected Individual Property in any order or priority as Administrative Agent may determine in its sole discretion and (ii) to Borrower. No Prepayment Premium or other premium or penalty shall be due in connection with any prepayment made pursuant to this Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in 2.4.2. The Allocated Loan Amount for the Ordinary Course of Business, Borrowers Individual Property with respect to which such Net Proceeds Prepayment was applied shall repay the Advances be reduced in an amount equal to such prepayment. Administrative Agent shall provide to Borrower, upon ten (10) days’ prior notice, (i) a release of the net proceeds Individual Property if (A) at any time the Release Amount is reduced to zero, together with such additional documents and instruments evidencing or confirming the release as Borrower shall reasonably request, or (B) Administrative Agent is required to deliver such release pursuant to a court order issued in connection with a Condemnation or (ii) a release of such sale the portion of an Individual Property that is subject to a Condemnation. (i.e.b) As provided in Section 6.4(e) hereof, gross proceeds less each Casualty/Condemnation Prepayment tendered by Borrower to Administrative Agent in accordance with said Section 6.4(e) shall be in the reasonable direct costs amount of such sales the Release Amount in respect of the applicable Individual Property. No Prepayment Premium or other dispositions)penalty or premium shall be due in connection with any such Casualty/Condemnation Prepayment. (c) In connection with any release under this Section 2.4.2, in the event that such release would result in an individual Borrower being an Unencumbered Borrower, such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds Unencumbered Borrower shall be held in trust for Agent. The foregoing shall not be deemed released by Administrative Agent on behalf of Lenders from the obligations of the Loan Documents, except with respect to be implied consent those obligations and liabilities which expressly survive the repayment of the Loan pursuant to any such sale otherwise prohibited by Loan Document and shall no longer be a Borrower for the terms and conditions hereofpurposes of this Agreement. Such repayments shall be applied In connection with a release or cancellation of each Unencumbered Borrower, Administrative Agent agrees to the outstanding Advances deliver, on behalf of Lenders, (xi) first, to the outstanding principal installments of the Term Loans a UCC-3 Financing Statement termination or amendment releasing each Lenders’ security interest in the inverse order of the maturities thereof, (y) second, collateral pledged to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereofsuch Lender relating to each Unencumbered Borrower, and (zii) thirdinstruments executed by Administrative Agent or Lenders, as applicable, reasonably necessary to evidence the remaining Advances (including cash collateralization release or cancellation of all Obligations relating to any outstanding Letters of Credit each Unencumbered Borrower from its obligations under the Loan Documents. All reasonable costs and expenses incurred by Administrative Agent or Lenders in accordance connection with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments release shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofpaid by Borrower. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of Borrower shall make mandatory prepayments (“Mandatory Prepayments”) as set forth in this Section. Borrower shall make Mandatory Prepayments to the Loan Senior Note Holders for amounts owing under the Senior Notes and to the lenders under the Rabobank Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in an amount equal to 100% of the net proceeds Net Proceeds of such Stock and 100% of the Net Cash Proceeds received by Borrower or a Subsidiary in respect of any offering by Borrower of Subordinated Debt (other than an offering which increases the outstandings under Borrower’s Subordinated Loan Certificates, or Subordinated Capital Certificates of Interest in existence prior to the Execution Date and described on Exhibit 4.7 hereto); (b) in an amount equal to 100% of the Net Cash Proceeds from any sale or other disposition by Borrower of any inventory (i.e.other than sales of inventory in the ordinary course); (c) in an amount equal to 100% of the Net Cash Proceeds from any other sale or other disposition (other than sales of inventory in the ordinary course of business, gross proceeds less any sale of the reasonable direct costs assets of such the Pork Division, any sale or other disposition of the SSC Securities and any sale or dispositions permitted by Section 10.5(d)), or series of related sales or other dispositions), such repayments to be made promptly but by Borrower of any assets not otherwise referenced above in no event more than three (3) Business Days following receipt of such net proceedsthis Section, and until where the date of payment, such proceeds shall be held in trust Net Cash Proceeds exceed $5,000,000 for Agent. The foregoing shall not be deemed to be implied consent to any such sale or $10,000,000 in the aggregate for all such sales; and (d) in an amount equal to 100% of the Net Cash Proceeds from the sale or other disposition of the SSC Securities if Borrower would be otherwise prohibited obligated to use any portion of such Net Cash Proceeds to redeem any of the Senior Unsecured Notes under the Senior Unsecured Note Documents. Each such Mandatory Prepayment of Net Cash Proceeds or Net Proceeds of Stock shall be due immediately upon the receipt by Borrower of such Net Cash Proceeds or Net Proceeds of Stock. All Mandatory Prepayments required pursuant to this Section shall be distributed (i) to the terms Senior Note Holders for amounts owing under the Senior Notes and conditions hereofto the lenders under the Rabobank Agreement, pro rata, based upon the principal outstanding under their respective Senior Notes and Revolving Loans; provided, however, that if the Senior Note Holders (other than CoBank) waive in writing their right to receive a Mandatory Prepayment pursuant to this Section 4.7 or comparable provision in their respective Senior Notes, Borrower shall make such Mandatory Prepayment to the lenders under the Rabobank Agreement and to CoBank hereunder only and in an amount equal to their pro rata share as calculated above. Such repayments The Mandatory Prepayments made to CoBank as required by this Section shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans as provided in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms Subsection 4.6.2 hereof. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes Loan Party Disposes of any Collateral other than (u) Inventory in the Ordinary Course of Business, Borrowers (v) any Sale and Leaseback Transaction on Term Loan Priority Collateral owned by any Loan Party as of the Closing Date and consummated in accordance with Section 7.11 hereof, (w) the Disposition of the GMF Collateral, (x) any Equity Interests issued by the Borrower, (y) any Extraordinary Receipts and (z) until the Term Loan is paid in full, any other Disposition of assets solely constituting Term Loan Priority Collateral of any Loan Party, the Borrower shall repay the Advances in an amount equal to the net proceeds Net Proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions)Disposition, such repayments to be made promptly but in no event more than three five (35) Business Days following receipt of such net proceedsNet Proceeds, and until the date of payment, such proceeds Net Proceeds shall be held in trust for Agent; provided however, that if the Borrower shall deliver to the Agent a certificate of a senior officer of the Borrower to the effect that the applicable Loan Party’s intent to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), to be reinvested within 180 days after receipt of such Net Proceeds to acquire similar assets subject to such event and certifying no Default has occurred and is continuing or would result therefrom then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate. The foregoing shall not be deemed to be implied consent to any such sale Disposition otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments balance of the Term Revolving Advances and Swing Loans (in the inverse order of the maturities thereof, (ydetermined by Agent) and second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, be held by Agent as cash collateral to the remaining Advances (including cash collateralization extent of all Obligations relating to any outstanding Letters Letter of Credit in accordance with the provisions of Section 3.2(b), Obligations; provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) last in such order as Agent may determine, subject to Borrowers’ the Borrower’s ability to reborrow Revolving Advances in accordance with the terms hereof. (2b) [Reserved.] (c) In the event of any issuance of Indebtedness (other than Permitted Indebtedness) by any Loan Party, the Borrower shall, no later than five (5) Business Days after the receipt by the Borrower of the Net Proceeds from any such issuance or incurrence of Indebtedness, repay the Advances in an amount equal to the Net Proceeds of such issuance of Indebtedness. Such repayments will be applied in the same manner as set forth in Section 2.20(a) hereof. (d) All proceeds received by Loan Parties or Agent (i) under any insurance policy on account of damage or destruction of any assets or property of any Loan Party (to the extent the Term Loans has not been paid in full, constituting ABL Priority Collateral), or (ii) as a new Section 2.20(d) result of any taking or condemnation of any assets or property shall be added as follows:applied in accordance with Section 6.6 hereof, provided however, that if the Borrower shall deliver to the Agent a certificate of a senior officer of the Borrower to the effect that the applicable Loan Party’s intent to apply the Net Proceeds from such event (or a portion thereof specified in such certificate), within 180 days after receipt of such Net Proceeds to acquire similar assets subject to such event and certifying no Default has occurred and is continuing or would result therefrom then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds specified in such certificate.

Mandatory Prepayments. Section 2.20 (a) If at any time the aggregate outstanding principal amount of the Loans (the "Outstanding Obligations") exceeds the Total Commitment, as then in effect, subject to paragraph (e) below, the Borrower shall prepay the principal of the Loans (within five (5) Business Days) in an amount equal to such excess. The Administrative Agent shall promptly notify the Borrower of any action taken by the Administrative Agent pursuant to the preceding sentence. (b) In the event that any Eligible Asset acquired with the proceeds of the Loan no longer meet the criteria for an Eligible Asset, as provided for in the Acquisition Repurchase Agreement shall be amended by amending Section 2.20(a) and adding (a new Section 2.20(d"Prepayment Trigger Event"), each as follows: the Borrower shall, within five (15) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereofBusiness Days of such Prepayment Trigger Event, when any Borrower sells or otherwise disposes prepay the principal of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances Loans in an amount equal to the net Loan proceeds previously advanced by the Banks in respect of such sale Eligible Asset. (i.e.c) Any Borrowings must be repaid in full, gross proceeds less together with any interest owing with respect to such Borrowings, on a date which is not later than ninety (90) days from the reasonable direct costs date of such sales or other dispositions)Borrowing. (d) Any and all principal amounts paid with respect to any Eligible Asset shall, such repayments to be made promptly but in no event more than three (3within ( ) Business Days following of the Borrower's, the Custodian's or the Bank's (as that term is defined in the Custodial Agreement) receipt of such net proceedsthereof, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied delivered to the outstanding Advances (x) first, to Administrative Agent for the benefit of each of the Banks for application pro rata in reduction of the outstanding principal installments amount of the Term Loans. (e) With respect to each prepayment of Loans required by this Section 4.02, the Borrower may designate the Types of Loans which are to be prepaid and, in the inverse order case of Eurodollar Rate Loans, the specific Borrowing or Borrowings pursuant to which such Eurodollar Rate Loans were made, provided that: (i) each prepayment of Eurodollar Rate Loans made pursuant to this Section 4.02 which occurs on a date which is not the last day of the maturities thereof, (y) second, Interest Period applicable thereto shall be subject to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that 2.12; (ii) if no Default or Event any prepayment of Default has occurred and is continuingEurodollar Rate Loans made pursuant to a single Borrowing shall reduce the outstanding Loans made pursuant to such Borrowing to an amount less than [$ ], such repayments outstanding Loans shall immediately be converted into Base Rate Loans; and (iii) each prepayment of any Loans made pursuant to a Borrowing shall be applied to cash collateralize any Obligations related to outstanding Letters pro rata among such Loans. In the absence of Credit last) a designation at the time of prepayment by the Borrower as described in such order as the preceding sentence, the Administrative Agent may determineshall, subject to Borrowers’ ability to reborrow Revolving Advances the above, make such designation in accordance with the terms hereofits sole discretion. (2f) a new Section 2.20(d) Notwithstanding anything to the contrary contained in this Agreement, all then outstanding Loans shall be added as follows:repaid in full on the Maturity Date.

Mandatory Prepayments. Section 2.20 (i) If during any fiscal year of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d)Borrower, the aggregate cumulative amount of Net Asset Disposition Proceeds for such fiscal year exceeds $5,000,000, the Borrower shall, immediately after the completion of each as follows: (1) Section 2.20(a) shall be amended and restated sale or other disposition which results in its entirety as follows: (a) Subject to Section 7.1 hereofsuch an excess or an increase in such an excess, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in prepay the Ordinary Course of Business, Borrowers shall repay the Advances Loans in an amount equal to the TGC Facility Share of the Net Asset Disposition Proceeds (less any portion of Net Asset Disposition Proceeds for such fiscal year theretofore applied to mandatory prepayment of the Loans and the HGC Loans pursuant to this Section 2.8(c)(i) and Section 2.7(c)(i) of the HGC Loan Agreement). Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this clause (i) with respect to any sale (a "Relevant Sale") if the Borrower advises the Administrative Agent in writing at the time the Net Asset Disposition Proceeds from such Relevant Sale are received that it intends to reinvest all or any portion of such Net Asset Disposition Proceeds in (a) replacement assets intended for the same or similar use as the assets disposed and/or (b) income producing assets which are used in the business of the Borrower to the extent that (A) such Net Asset Disposition Proceeds are in fact committed to be reinvested by the Borrower pursuant to a purchase contract, subscription or similar agreement providing for the acquisition of such replacement or income producing assets that is executed by the Borrower and the related seller within 180 days from the date of such Relevant Sale and (B) the acquisition of such replacement or income producing assets occurs within 180 days from the date on which such purchase contract is so executed and delivered. If, at any time after the occurrence of a Relevant Sale and prior to the acquisition of the related replacement or income producing assets, either of the 180 day periods provided in clause (A) or (B) of the preceding sentence shall elapse without execution of the related purchase contract, subscription or similar agreement (in the case of clause (A)) or the occurrence of the related acquisition (in the case of clause (B)) or an Event of Default shall have occurred and be continuing, then the Borrower shall immediately prepay the Loans in the amount and in the manner described in the first sentence of this clause (i). (ii) If, at any time any Loan Party incurs any Indebtedness (other than Permitted Indebtedness), the Borrower shall, immediately after such issuance or incurrence, prepay the outstanding Loans in an aggregate principal amount equal to the TGC Facility Share of the Net Debt Proceeds of such incurrence of Indebtedness. (iii) If, at any time any Loan Party issues or sells any Equity Securities, the Borrower shall, immediately after such issuance or sale, prepay the outstanding Loans in an aggregate principal amount equal to the TGC Facility Share of the Net Equity Proceeds of such issuance of such Equity Securities; provided, that no prepayment shall be required in respect of any of the following: (i) any capital contribution from any Loan Party in the form of Equity Securities or any issuance or sale of Equity Securities by any Subsidiary of the Borrower to the Borrower or any of the Borrower's Subsidiaries; (ii) the issuance by any Loan Party of Equity Securities in connection with the formation of Subsidiaries pursuant to transactions otherwise permitted pursuant to Sections 7.4 and 7.5; and (iii) the issuance of Equity Securities by the Borrower to HGC. (iv) No later than ten (10) Business Days following the date of receipt by a Loan Party of any Net Insurance Proceeds or Net Condemnation Proceeds that, together with any other Net Insurance Proceeds or Net Condemnation Proceeds received by the Loan Parties during the fiscal year of the Borrower in which such date occurs, exceeds $10,000,000, or if applicable, the end of the 270-day period referred to below (or such longer period permitted below for the completion of any repair, restoration or replacement of the affected Property), the Borrower shall prepay the Loans in an amount equal to the TGC Facility Share of the Net Insurance Proceeds or Net Condemnation Proceeds, as applicable, in such fiscal year (excluding any amounts used to repair, restore or replace Property in accordance with the immediately following proviso); provided the Borrower shall not be obligated to make a prepayment under this clause (iv) if and to the extent that (i) the Borrower advises the Administrative Agent in writing at the time the relevant Loan Party receives such proceeds that it or another Loan Party intends to repair, restore or replace the assets from which such Net Insurance Proceeds or Net Condemnation Proceeds derived, and does so within 270 days of receipt thereof or, if such Loan Party shall have commenced such repair, restoration or replacement during such 270-day period and thereafter proceeds with all due diligence to complete such repair, restoration or replacement, such longer period as is reasonably required to complete such repair, restoration or replacement (it being understood that any Net Insurance Proceeds or Net Condemnation Proceeds in excess of $10,000,000 retained by the Borrower but not actually expended within such time period to repair, restore or replace the Property from which such Net Insurance Proceeds or Net Condemnation Proceeds derived shall at that time immediately be used to prepay the Loans in accordance with the first sentence of this clause (iv)). (v) If at any time any combination of the Backward Interest Coverage Ratio or the Projected Interest Coverage Ratio was 3.50:1.00 or lower as of the prior three (3) consecutive Calculation Dates, the Borrower shall, within ten (10) Business Days after the Borrower has calculated the Backward Interest Coverage Ratio and Projected Interest Coverage Ratio as of the most recent such Calculation Date but in any event not later than ten days after the date on which the Financial Statements for the period then ended are required to be delivered pursuant to Section 6.1, prepay the Loans in an aggregate amount equal to the TGC Facility Share of the aggregate Excess Cash Flow as of the third-preceding Calculation Date. (vi) If at any time the Borrower receives an indemnification payment pursuant to the assignment of the Acquisition Agreement referred to in Section 4.1(o), the Borrower shall, within ten (10) Business Days after receipt of such payment, prepay the Loans in an aggregate amount equal to the TGC Facility Share of the net proceeds of such sale (i.e., gross proceeds payment less the reasonable direct legal expenses and other costs and expenses directly related to such payment paid or that are to be paid by the Borrower ("Net Indemnification Proceeds"). Notwithstanding the foregoing, the Borrower shall not be required to make a prepayment pursuant to this clause (vi) if the Borrower advises the Administrative Agent in writing at the time the Net Indemnification Proceeds are received that it intends to use all or any portion of such sales Net Indemnification Proceeds to mitigate the Borrower's losses relating to such Net Indemnification Proceeds and/or to reinvest all or other dispositionsany portion of such Net Indemnification Proceeds in income producing assets which are used in the business of the Borrower to the extent that (A) the Borrower promptly advises the Administrative Agent of its plan to mitigate the Borrower's losses relating to such Net Indemnification Proceeds and thereafter proceeds to execute such plan with due diligence and/or (B) such Net Indemnification Proceeds are in fact committed to be reinvested by the Borrower pursuant to a purchase contract, subscription or similar agreement providing for the acquisition of such income producing assets that is executed by the Borrower and the related seller within 180 days from the date of such Relevant Sale and the acquisition of such income producing assets occurs within 180 days from the date on which such agreement is so executed and delivered. If, at any time after the receipt of Net Indemnification Proceeds and prior to the use thereof to mitigate related losses and/or acquisition of related income producing assets, (i) the Borrower fails to advise the Administrative Agent of and diligently execute a plan to mitigate its losses as provided in clause (A), (ii) either of the 180 day periods provided in clause (B) of the preceding sentence shall elapse without execution of the related purchase contract, subscription or similar agreement or the occurrence of the related acquisition, as applicable, or (iii) an Event of Default shall have occurred and be continuing, then the Borrower shall immediately prepay the Loans in the amount (net of the TGC Facility Share of amounts used or reinvested by the Borrower in accordance with the preceding sentence prior to the occurrence of such repayments to be made event) and in the manner described in the first sentence of this clause (vi). (vii) If any Change in Control shall occur, the Borrower shall, promptly but and in any event no event more later than three ten (310) Business Days following receipt the occurrence of such net proceedsevent, prepay the outstanding Term Loans and until the date outstanding Revolving Loans in full. (viii) If any Regulatory Event shall occur, the Borrower shall, promptly and in any event no later than ten (10) Business Days following the occurrence of paymentsuch event, such proceeds shall be held prepay the outstanding Term Loans and the outstanding Revolving Loans in trust for Agent. The foregoing shall not be deemed full. (ix) All partial prepayments of the Loans made pursuant to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments Section 2.8(c)(i) through (vi) shall be applied to prepay the outstanding Advances (x) firstTerm Loans and, to the outstanding principal installments of after the Term Loans have been paid in the inverse order of the maturities thereoffull, (y) second, thereafter applied to prepay the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofLoans. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject [Reserved]. (b) In addition to any other mandatory repayments pursuant to this Section 2.13, on each date on or after the Closing Date upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any issuance or incurrence by the Borrower or any of its Subsidiaries of Indebtedness for borrowed money (other than Indebtedness permitted to be incurred pursuant to Section 7.1 hereof6.04), when an amount equal to 100% of the Net Cash Proceeds of the respective issuance or incurrence of such Indebtedness shall (to the extent the Borrower is not required to apply such Net Cash Proceeds to prepay outstanding First Lien Term Loans) be applied on such date as a mandatory repayment to pay outstanding Loans. (c) In addition to any other mandatory repayments pursuant to this Section 2.13, on each date on or after the Closing Date upon which the Borrower sells or otherwise disposes any of its Subsidiaries receives any Collateral cash proceeds from any Asset Sale, an amount equal to 100% of the Net Sale Proceeds therefrom shall (to the extent the Borrower is not required to apply such Net Sale Proceeds to prepay outstanding First Lien Term Loans) be applied on such date as a mandatory repayment to pay outstanding Loans; provided, however, that with respect to any Net Sale Proceeds received by the Borrower or its Subsidiaries from an Asset Sale permitted hereunder (other than Inventory in connection with an Asset Sale pursuant to Section 6.02(xiv) the Net Sale Proceeds of which shall be applied as provided in this Section 2.13(c) without regard to this proviso or the following proviso), such Net Sale Proceeds shall not be required to be so applied on such date so long as no Default or Event of Default then exists and an Authorized Officer of the Borrower shall have delivered a certificate to the Administrative Agent setting forth the Borrower’s or such Subsidiary’s intention to purchase assets as permitted pursuant to this proviso and such Net Sale Proceeds shall be used (or contractually committed to be used pursuant to a written binding agreement with a Person that is not an Affiliate of the Borrower or any Subsidiary) to purchase assets (other than inventory and working capital) used or to be used in the Ordinary Course businesses permitted pursuant to Section 6.13 within 365 days following the date of Businesssuch Asset Sale, Borrowers and provided further, that (I) if all or any portion of such Net Sale Proceeds not required to be so applied as provided above in this Section 2.13(c) are not so used (or contractually committed to be so used) within such 365-day period (or such earlier date, if any, as the Borrower or the relevant Subsidiary determines not to reinvest the Net Sale Proceeds from such Asset Sale as set forth above), such remaining portion shall repay be applied on the Advances last day of such period (or such earlier date, as the case may be) as provided above in this Section 2.13(c) without regard to the immediately preceding proviso period and (II) if all or any portion of such Net Sale Proceeds are not required to be applied on the last day of such 365-day period referred to in clause (I) of this proviso because such amount is contractually committed within such period to be used and then either (A) subsequent to such date such contract is terminated or expires without such portion being so used or (B) such contractually committed portion is not so used within 180 days after the date of such commitment, such remaining portion, in the case of either of preceding clause (A) or (B), shall be applied as a mandatory repayment as provided above in this Section 2.13(c) without regard to the immediately preceding proviso. (d) In addition to any other mandatory repayments pursuant to this Section 2.13, on each Excess Cash Flow Payment Date, an amount equal to the remainder of (if positive) (i) the Applicable Excess Cash Flow Prepayment Percentage of the Excess Cash Flow for the related Excess Cash Flow Payment Period minus (ii) the aggregate amount of principal prepayments of First Lien Loans to the extent (and only to the extent) that such prepayments were made as a voluntary prepayment pursuant to Section 2.12(a) of the First Lien Credit Agreement other than with proceeds of asset sales (other than from sales of inventory in the ordinary course of business), sales or issuances of Equity Interests, capital contributions, insurance or condemnation events or Indebtedness or other proceeds that would not be included in Adjusted Consolidated Net Income or utilizing the Available Amount (but in the case of a voluntary prepayment of First Lien Revolving Loans, only to the extent accompanied by a voluntary reduction in the Total Revolving Credit Commitment (as defined the First Lien Credit Agreement) in an amount equal to such prepayment) during the net relevant Excess Cash Flow Payment Period, shall (to the extent the Borrower is not required to apply such remainder to prepay outstanding First Lien Term Loans) be applied as a mandatory repayment to pay outstanding Loans. Notwithstanding the foregoing, at the option of the Borrower, all or any portion of any mandatory repayment required pursuant to this clause (d) for any Excess Cash Flow Payment Period may be paid or applied prior to the related Excess Cash Flow Payment Date (but no earlier than January 1 of the fiscal year in which the related Excess Cash Flow Payment Date occurs), provided that (x) no such mandatory repayment shall be added to the aggregate amount of principal prepayments described in subclause (ii) above for any succeeding Excess Cash Flow Payment Period and (y) the Borrower shall pay such additional amounts (if any) as necessary to pay the full amount of any mandatory repayment required pursuant to this clause (d) no later than the applicable Excess Cash Flow Payment Date (it being understood that if such initial prepayment exceeds such requirement, such excess shall be treated as a voluntary prepayment pursuant to Section 2.12(a) in the fiscal year in which such prepayment was made). (e) In addition to any other mandatory repayments pursuant to this Section 2.13, within one Business Day following each date on or after the Closing Date upon which the Borrower or any of its Subsidiaries receives any cash proceeds from any Recovery Event (other than Recovery Events where the Net Cash Proceeds therefrom do not exceed $50,000), an amount equal to 100% of the Net Cash Proceeds from such Recovery Event shall (to the extent the Borrower is not required to apply such Net Cash Proceeds to prepay outstanding First Lien Term Loans) be applied on such date as a mandatory repayment to pay outstanding Loans; provided, however, that such Net Cash Proceeds shall not be required to be so applied on such date so long as no Default or Event of Default then exists and the Borrower has delivered a certificate to the Administrative Agent on such date stating that such Net Cash Proceeds shall be used (or contractually committed to be used pursuant to a written binding agreement with a Person that is not an Affiliate of the Borrower or any Subsidiary) to replace or restore any properties or assets in respect of which such Net Cash Proceeds were paid within 365 days following the date of the receipt of such sale Net Cash Proceeds (i.e.which certificate shall set forth the estimates of the Net Cash Proceeds to be so expended), gross proceeds less the reasonable direct costs and provided further, that (I) if all or any portion of such sales Net Cash Proceeds not required to be so applied pursuant to the preceding proviso are not so used (or other dispositionscontractually committed to be so used) within 365 days after the date of the receipt of such Net Cash Proceeds (or such earlier date, if any, as the Borrower or the relevant Subsidiary determines not to reinvest the Net Cash Proceeds relating to such Recovery Event as set forth above), such repayments remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 2.13(e) without regard to the immediately preceding proviso and (II) if all or any portion of such proceeds are not required to be made promptly but in no event more than three (3) Business Days following receipt applied on the last day of such net proceeds, 365-day period referred to in clause (I) of this proviso because such amount is contractually committed to be used and until then either (A) subsequent to such date such contract is terminated or expires without such portion being so used or (B) such contractually committed portion is not so used within 180 days after the date of paymentsuch commitment, such proceeds shall be held remaining portion, in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments case of either of preceding clause (A) or (B), shall be applied as a mandatory repayment as provided above in this Section 2.13(e) without regard to the outstanding Advances immediately preceding proviso. (xf) firstIn addition to any other mandatory repayments pursuant to this Section 2.13, within one Business Day following each date on or after the Closing Date upon which an Equity Issuance occurs, an amount equal to the outstanding principal installments Applicable Equity Issuance Prepayment Percentage of the Term Loans in Net Equity Proceeds of such Equity Issuance (the inverse order of the maturities thereof, “Equity Issuance Amount”) shall (y) second, to the extent the Borrower is not required to apply the Equity Issuance Amount to prepay outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereofFirst Lien Term Loans) be applied on such date as a mandatory repayment to pay outstanding Loans; provided, and (z) thirdhowever, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred exists on the date of, and is continuingafter giving effect to, such repayments Equity Issuance and the Borrower has delivered a certificate to the Administrative Agent on such date stating that all or a portion of such Equity Issuance Amount shall be used (or contractually committed to be used pursuant to a written binding agreement with a Person that is not an Affiliate of the Borrower or any Subsidiary) to fund any Permitted Acquisition or Permitted Foreign Acquisition, any acquisition of Servicing Rights (including any associated obligation to fund servicing advances, including Delinquency Advances or Protective Advances) pursuant to Section 6.05(xx) or any Investment in the SerVertis Funds permitted by Section 6.05(ix)(C)(2) within 365 days following the date of such Equity Issuance (which certificate shall set forth the estimates of the Equity Issuance Amount to be so expended), then the amount so specified shall not be required to be applied as a mandatory repayment to pay outstanding Loans); and provided further, that (I) if all or any portion of such Equity Issuance Amount not required to be so applied pursuant to the preceding proviso is not so used (or contractually committed to be so used) within 365 days after the date of such Equity Issuance (or such earlier date, if any, as the Borrower or the relevant Subsidiary determines not to use the Equity Issuance Amount as set forth above), such remaining portion shall be applied on the last day of such period (or such earlier date, as the case may be) as provided above in this Section 2.13(f) without regard to cash collateralize the immediately preceding proviso and (II) if all or any Obligations related portion of such proceeds are not required to outstanding Letters be applied on the last day of Credit lastsuch 365-day period referred to in clause (I) of this proviso because such amount is contractually committed to be used and then either (A) subsequent to such date such contract is terminated or expires without such portion being so used or (B) such contractually committed portion is not so used within 180 days after the date of such commitment, such remaining portion, in such order the case of either of preceding clause (A) or (B), shall be applied as Agent may determine, subject a mandatory repayment as provided above in this Section 2.13(f) without regard to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofimmediately preceding proviso. (2g) [Reserved]. (h) The Borrower shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13, (i) a new certificate signed by an Authorized Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) at least three Business Days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date, the Type of each Loan being prepaid and the principal amount of each Loan (or portion thereof) to be prepaid. All prepayments of Borrowings under this Section 2.20(d2.13 shall be subject to Section 2.16 and Section 2.12(d) (except prepayments of Borrowings under Section 2.13(d) shall not be added as follows:subject to Section 2.12(d)), but shall otherwise be without premium or penalty, and shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when Upon receipt by the Borrower or any Borrower sells or otherwise disposes of the Guarantors of any Collateral other than Inventory Net Cash Proceeds, the Borrower shall immediately prepay the Loans (or provide cash collateral in the Ordinary Course respect of Business, Borrowers shall repay the Advances Letters of Credit) in an amount equal to the net proceeds 100% of such sale Net Cash Proceeds, provided, however, that, in the case of any Net Cash Proceeds arising from a Property Loss Event, the Borrower need not prepay the Loans (i.e., gross proceeds less or provide cash collateral in respect of Letters of Credit) to the reasonable direct costs extent that such Net Cash Proceeds arise from insurance reimbursements or indemnity or contribution payments and are actually used to repair or replace the damaged or taken property within 180 days of the receipt of such sales or other dispositions)Net Cash Proceeds and, pending application of such proceeds, the Borrower has paid the same to the Administrative Agent to be held in a Cash Collateral Account designated by the Administrative Agent. Any such mandatory prepayment shall be applied in accordance with Section 2.8(b) below. (b) Any prepayments made by the Borrower required to be applied in accordance with this Section 2.8(b) shall be applied as follows: first, to repay the outstanding principal balance of the Loans until such Loans shall have been paid in full; and then, to provide cash collateral for any Letter of Credit Obligations in the manner set forth in Section 9.3 until all such Letter of Credit Obligations have been fully cash collateralized in the manner set forth therein. All repayments of Loans required to be made promptly but pursuant to this Section 2.8(b) shall result in no event more than three a permanent reduction of the Revolving Credit Commitments to the extent provided in Section 2.4(b). (3c) Business Days following receipt If at any time, the aggregate principal amount of Revolving Credit Outstandings exceeds the Maximum Credit at such time, the Borrower shall forthwith prepay the Loans then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the aggregate outstanding Loans, the Borrower shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Section 9.3 to the extent required to eliminate such excess. (d) Except upon the occurrence and during the continuance of an Event of Default (in which case Section 2.11(g) shall apply), if the balance in the Concentration Account plus the balance in the Cash Collateral Account exceeds $6,000,000 in the aggregate (not including any proceeds arising from a Reinvestment Event that are held in the Cash Collateral Account pending application of such net proceedsproceeds as specified in a Reinvestment Notice) as of the close of business on any Business Day, the Borrower shall prepay the Obligations outstanding on the following Business Day in the amount equal to the difference between the aggregate balances in such accounts and until the date of payment, such proceeds shall be held in trust for Agent$5,000,000. The foregoing shall not be deemed amount prepaid pursuant to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments this Section 2.8(d) shall be applied to the outstanding Advances (x) first, on a daily basis first to the outstanding principal installments balance of the Term Loans until such Loans are paid in the inverse order full and then to any other Obligations then due and payable. The prepayment of Loans pursuant to this Section 2.8(d) shall not result in a permanent reduction of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofCommitments. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject If the sum of the (i) aggregate outstanding principal amount of the Revolving Loans, (ii) aggregate outstanding principal amount of the Swing Line Loans, and (iii) Letter of Credit Obligations exceed at any time the Total Commitments, as reduced pursuant to Section 7.1 hereof2.12 or otherwise, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers Company shall immediately repay the Advances in Swing Line Loans, Revolving Loans, or Letter of Credit Obligations by an amount equal to the net proceeds such excess or, with respect to Letters of such sale (i.e.Credit, gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust deliver cash collateral for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with pursuant to arrangements satisfactory to the provisions Administrative Agent. Each prepayment of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments Revolving Loans shall be applied first to cash collateralize any Obligations related Base Rate Advances to outstanding Letters of Credit last) in such order as Agent may determine, subject the full extent thereof before application to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofLIBOR Advances. (2b) The Company shall make a new Section 2.20(dmandatory prepayment from one hundred percent (100%) of the after-tax net cash proceeds received by the Company or any of its Subsidiaries from any sale or other disposition by the Company or any of its Subsidiaries of any of their assets, provided, however, that such prepayment provision shall not apply to sales of assets in the ordinary course of business (such assets to include motorized vehicles, including cars and trucks) or the sale of all or parts of the Company's stand alone high pressure cylinder business, and certain other sales to be agreed upon in writing by the Company and the Required Lenders. Such prepayment shall be added due no later than five (5) Business Days after any sale or other disposition by the Company of any of its assets as follows:set forth above along with a detailed calculation showing all deductions from gross proceeds in order to arrive at net cash proceeds. (c) The Company shall make a mandatory prepayment from one hundred percent (100%) of net cash proceeds of any issuance of Stock (except for Stock issued in connection with the exercise of employee or management stock options; provided, however, that if the net cash proceeds from the exercise of employee or management stock options exceeds $500,000 in the aggregate during any Fiscal Year, the Company shall be required to make a mandatory prepayment equal to such amount that is in excess of $500,000); provided, further, the Company shall not be required to make a mandatory prepayment as a result of any equity issuance of Preferred Stock to BNP Paribas or any Affiliate thereof. Such prepayment shall be made no later than the Business Day following the date of receipt by Company of any such net cash proceeds along with a detailed calculation showing all deductions from gross proceeds in order to arrive at net cash proceeds. (d) Notwithstanding anything in this Agreement to the contrary, no reduction in the Commitments shall be required hereunder as a result of any mandatory prepayment under this Section 2.11.

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject [Reserved]. (b) In addition to any other mandatory repayments pursuant to this Section 7.1 hereof2.11, when after giving effect to and subject to any Borrower sells or otherwise disposes of mandatory prepayments required under any Collateral other than Inventory in the Ordinary Course of BusinessPermitted Funding Indebtedness, Borrowers shall repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than within three (3) Business Days following each date on or after the Closing Date upon which the Credit Parties or any of their Subsidiaries receives any Net Cash Proceeds from any Recovery Event (other than individual Recovery Events where the Net Cash Proceeds therefrom do not exceed $2,000,000), an amount equal to 100% of such Net Cash Proceeds shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.11(g); provided that no such prepayment shall be required pursuant to this Section 2.11(b) with respect to such portion of such Net Cash Proceeds that the Credit Parties or any of their Subsidiaries intend to reinvest or that has been reinvested in their business, in each case, in accordance with Section 2.11(i) and Section 6.10. (c) In addition to any other mandatory repayments pursuant to this Section 2.11, within three (3) Business Days following each date on or after the Closing Date upon which the Credit Parties or any of their Subsidiaries receives any Net Cash Proceeds from any sale by the Borrower to Rithm (or a Subsidiary or Affiliate thereof) of Equity Interests (including the issuance of the Borrower’s common stock pursuant to its at-the-market offering program), an amount equal to 100% of such Net Cash Proceeds shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.11(g). (d) In addition to any other mandatory repayments pursuant to this Section 2.11, within three (3) Business Days following each date on or after the Closing Date upon which the Credit Parties or any of their Subsidiaries receives any Net Cash Proceeds from any issuance or incurrence, as applicable, by the Borrower or any Subsidiary of (x) non-asset based Indebtedness (other than non-asset based Indebtedness permitted to be incurred pursuant to Section 6.04) or (y) Permitted Funding Indebtedness attributable to the financing of any Retained Securities (other than any Retained Security Refinancing Indebtedness), an amount equal to 100% of such Net Cash Proceeds shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.11(g). (e) In addition to any other mandatory repayments pursuant to this Section 2.11, substantially contemporaneously with any Credit Party’s or any Subsidiary’s receipt of any Net Cash Proceeds from any exercise of any of the Rithm Warrants, an amount equal to 100% of such net proceedsNet Cash Proceeds shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.11(g). (f) In addition to any other mandatory repayments pursuant to this Section 2.11, within three (3) Business Days following each date on or after the Closing Date upon which the Credit Parties or any of their Subsidiaries receives any Net Cash Proceeds from the Disposition of any assets (including, without limitation, (i) if consummated, each Specified Permitted Funding Asset Disposition and (ii) any other Disposition of any Permitted Funding Assets), an amount equal to 100% of such Net Cash Proceeds shall be applied on such date as a mandatory repayment in accordance with the requirements of Section 2.11(g). For the avoidance of doubt, the following are not Dispositions for purposes of this Section 2.11(f): (i) the sale of a Permitted Funding Asset under a Repurchase Agreement, (ii) the pledge of an asset for collateral security and (iii) the sale of any asset (other than any direct or indirect sale of any Permitted Funding Asset) in the Ordinary Course of Business. The direct or indirect sale of any Permitted Funding Asset (even if in the Ordinary Course of Business) is a Disposition for purposes of this Section 2.11(f). (g) Each amount required to be applied pursuant to Section 2.11(a) through Section 2.11(f) in accordance with this Section 2.11(g) shall be applied pro rata according to the respective outstanding principal amounts of the Loans then held by the Lenders. (h) The Borrower shall deliver to the Administrative Agent, if practicable, at least three (3) Business Days prior to each prepayment required under this Section 2.11 but in any event not later than the date and time of each prepayment required under this Section 2.11, a certificate signed by an Authorized Officer of the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment. Each notice of prepayment shall specify the prepayment date, and until the principal amount of the Loans (or portion thereof) to be prepaid. All prepayments of Loans pursuant to Section 2.11(a) through Section 2.11(f) shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding, the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent . (i) With respect to any Net Cash Proceeds received with respect to any Recovery Event, the Borrower or any Subsidiary may reinvest all or any portion of such sale otherwise Net Cash Proceeds in its business (including in Investments not prohibited hereby) prior to the date that is the later of (i) twelve (12) months following receipt of such Net Cash Proceeds or (ii) if the Borrower or any Subsidiary enters into a legally binding commitment to reinvest such Net Cash Proceeds within twelve (12) months following receipt thereof, eighteen (18) months following receipt thereof; provided that if any Net Cash Proceeds are not reinvested by the terms and conditions hereof. Such repayments deadline specified this Section 2.11(i), an amount equal to such Net Cash Proceeds shall be applied to the outstanding Advances (x) firstprepayment of the Loans as set forth in Section 2.11(b); provided further, that such proceeds shall not constitute Net Cash Proceeds except to the outstanding principal installments extent not so used at the end of the Term Loans such period, at which time such proceeds shall be deemed to be Net Cash Proceeds. (j) Notwithstanding anything in the inverse order of the maturities thereof, (y) second, this Section 2.11 to the outstanding principal installments of contrary, the Equipment Loans in the inverse order of the maturities thereofBorrower or any Subsidiary shall only be required to make a prepayment (or, and (z) third, prior to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit Closing Date, the Maximum Loan Amount shall only be reduced in accordance with clause (i)(C) of the provisions definition thereof) of the excess of such Net Cash Proceeds, if any, such that the Borrower and its Subsidiaries, on a consolidated basis, have no more than $50,000,000 in the aggregate of cash and Cash Equivalents after receipt of such Net Cash Proceeds and application of the prepayment; provided that this Section 3.2(b2.11(j) shall not be applicable in the event of the sale of all or substantially all of assets of the Borrower (in a single or series of transactions), provided however that if no Default and, for the avoidance of doubt, including sales of the equity interests of all or Event a substantial portion of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofits Subsidiaries. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereofIf the Borrower issues First Mortgage Bonds at any time after October 5, when any 1998, no later than the Business Day following the date of receipt of the proceeds thereof, the Borrower sells or otherwise disposes of any Collateral other than Inventory in shall prepay the Ordinary Course of Business, Borrowers shall repay the Advances Loans in an amount equal to all such proceeds, net of commissions and other reasonable costs paid in connection therewith. In addition, each Lender's Commitment shall be reduced permanently by an amount equal to its Commitment Percentage multiplied by the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt amount of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited . (b) Any prepayments made by the terms and conditions hereof. Such repayments Borrower pursuant to Section 2.9A(a) above shall be applied to the outstanding Advances (x) as follows: first, to the outstanding principal installments Fees, reimbursable expenses of the Term Loans in Agent and any indemnity amounts to which any Secured Party is entitled then due and payable by the inverse order Borrower pursuant to any of the maturities thereof, (y) Loan Documents; second, to the all interest then due and payable on any outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, Loans; and (z) third, to the remaining principal balance of any outstanding Loans; provided that outstanding ABR Loans shall be prepaid in full prior to the prepayment of any outstanding Eurodollar Loans. (c) Notwithstanding the foregoing provisions of this Section 2.9A, if at any time the mandatory prepayment of Loans required above would result in the Borrower incurring breakage costs under Section 2.15 as a result of Eurodollar Loans or Auction Advances being prepaid other than on the last day of an Interest Period applicable thereto (the "Affected Loans"), then the Borrower may in its sole discretion initially deposit a portion (up to 100%) of the amounts that otherwise would have been paid in respect of the Affected Loans with the Agent (which deposit, after giving effect to interest to be earned on such deposit prior to the last day of the relevant Interest Periods, must be equal in an amount to the amount of Affected Loans not immediately prepaid) to be held as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Agent, with such cash collateral to be directly applied upon the first occurrence (or occurrences) thereafter of the last day of an Interest Period applicable to the relevant Loans that are Eurodollar Loans or Auction Advances (including or such earlier date or dates as shall be requested by the Borrower), to repay an aggregate principal amount of such Loans equal to the Affected Loan not initially repaid pursuant to this sentence. Notwithstanding anything to the contrary contained in the immediately preceding sentence, all amounts deposited as cash collateralization collateral pursuant to the immediately preceding sentence shall be held for the sole benefit of all Obligations relating to any outstanding Letters of Credit in accordance the Lenders whose Loans would have been immediately repaid with the amounts deposited and upon the taking of any action by the Agent or the Lenders pursuant to the remedial provisions of Section 3.2(b)8.1, provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied any amounts held as cash collateral pursuant to cash collateralize any Obligations related to outstanding Letters of Credit lastthis Section 2.9A(c) in such order as Agent may determineshall, subject to Borrowers’ ability the requirements of applicable law, be immediately applied to reborrow Revolving Advances in accordance with the terms hereofrelevant Loans. Following repayment of the relevant Loans, any remaining cash collateral will be returned to the Borrower." (2f) a new Section 2.20(d6.2 of the Credit Agreement is hereby amended as of the Amendment Effective Date by inserting at the end of Section 6.2 the following: "The Borrower shall deliver to the Collateral Agent endorsements to all of its (i) "All Risk", fire, casualty and other hazard insurance policies on its real and personal property naming the Collateral Agent as loss payee. All policies of insurance on real and personal property will contain an endorsement, in form and substance acceptable to the Collateral Agent, showing, subject to the rights of the Indenture Trustee, loss payable to the Collateral Agent (Form 438 BFU or equivalent). Such endorsement, or an independent instrument furnished to the Collateral Agent, will provide that the insurance companies will give the Collateral Agent at least 30 days' prior written notice before any such policy or policies of insurance shall be added as follows:altered or canceled and that no act or default of the Borrower or any other Person shall affect the right of the Collateral Agent to recover under such policy or policies of insurance in case of loss or damage."

Mandatory Prepayments. 3.3.1 Proceeds of Sale, Loss, Destruction or Condemnation of Collateral. Provided Section 2.20 4.2.3 is not applicable, except as provided below or in Section 6.4.2 hereof, if Borrower sells any of the Equipment or real Property, or if any of the Collateral is lost or destroyed or taken by condemnation, Borrower shall pay to Agent for the ratable benefit of Lenders, unless otherwise agreed by Required Lenders, as and when received by Borrower and as a mandatory prepayment of Term Loan Agreement shall be amended by amending Section 2.20(a) A and adding Term Loan B, as herein provided, a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in an amount sum equal to the net cash proceeds of (including insurance payments) received by Borrower from such sale (i.e.sale, gross proceeds less the reasonable direct costs of such sales loss, destruction or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agentcondemnation. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments applicable prepayment shall be applied first to the outstanding Advances (x) first, to the outstanding principal installments of the principal due under Term Loans Note(s) B in the inverse order of their maturities until paid in full and second to the installments of principal due under Term Note(s) A in inverse order of their maturities thereofuntil paid in full and third to reduce the outstanding principal balance of the Revolving Credit Loans and finally to cash-collateralize any LC Amount. To the extent that the Collateral sold, (y) secondlost, destroyed or condemned consists of Accounts, Inventory or other Property other than Equipment or real Property, the applicable prepayment shall be applied to reduce the outstanding principal balance of the Revolving Credit Loans. Notwithstanding the foregoing, if the proceeds of condemnation or insurance with respect to any loss or destruction of Equipment, Inventory or real Property are less than $500,000, Agent and Lenders shall apply such proceeds to the outstanding principal installments balance of the Equipment Revolving Credit Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b)shall, provided however that if no Default or Event of Default has shall have occurred and is be continuing, permit Borrower within 180 days (or such repayments shall be applied longer period as reasonably consented to cash collateralize any Obligations related to outstanding Letters by Agent) after the receipt by the Borrower of Credit last) in such order as Agent may determine, subject to Borrowers’ ability proceeds to reborrow Revolving Advances such proceeds in accordance with the terms hereof. of this Agreement for use in replacing or repairing the damaged or lost Collateral. If such damaged or lost Collateral is not replaced or repaired within such 180 day (2or such longer period as reasonably consented to by Agent) a new Section 2.20(d) period, all such proceeds shall be added as follows:applied to installments of principal due under the Term Notes A or Term Notes B in the manner specified in the second sentence of this Section 3.3.1 until payment thereof in full.

Mandatory Prepayments. Section 2.20 Subject to the prior payment in full of the Loan Agreement Tranche A Term Loans, the following amounts shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: applied to prepay the Tranche B Term Loans: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes 100% of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in an amount equal to the net proceeds of such any sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments disposition of assets (including as a result of casualty or condemnation) by the Borrower or any of its subsidiaries (subject to certain customary exceptions (including reinvestment rights) and minimum thresholds to be made promptly but in no event more than three (3agreed) Business Days following or receipt of such tax refunds or other extraordinary receipts; (b) 100% of the net proceeds, and until proceeds of any debt incurrence by the date Borrower or any of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed its subsidiaries after the Closing Date (subject to certain customary exceptions to be implied consent agreed); and (c) a percentage to be agreed of excess cash flow for any fiscal year of the Borrower (commencing with the fiscal year ending on or nearest to December 31, 2010). Each such sale otherwise prohibited by the terms and conditions hereof. Such repayments mandatory prepayment shall be applied ratably to the outstanding Advances (x) firstTranche B Term Loans. Amounts prepaid in respect of Tranche B Term Loans may not be reborrowed. Collateral The obligations of the Loan Parties in respect of the Tranche B Term Loan Facility shall be secured by a third priority, perfected security interest in all of the Collateral securing the Tranche A Term Loans. The liens securing the Tranche B Term Loans will be subject to and governed by an intercreditor agreement, on terms acceptable to the outstanding principal installments of Tranche B Term Administrative Agent and the Tranche B Term Loans Lenders (in the inverse order of the maturities thereoftheir sole discretion), (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(bTranche A Term Lenders (and/or the Tranche A Term Administrative Agent) and the Revolving Lenders (and/or the Revolver Administrative Agent), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereofIf at any time, when any the aggregate principal amount of Revolving Credit Outstandings exceeds the aggregate Maximum Credit at such time, the Borrower sells or otherwise disposes of any Collateral shall forthwith, upon notification by the Administrative Agent, prepay the Swing Loans first and then the other Loans (other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances FILO Loans) then outstanding in an amount equal to such excess. If any such excess remains after repayment in full of the net proceeds aggregate outstanding Swing Loans and the other Loans (other than FILO Loans), the Borrower shall Cash Collateralize the Letter of Credit Obligations in the manner set forth in Section 10.5 in an amount equal to 103% of such sale excess. (i.e.b) [Reserved]. (c) [Reserved]. (d) Subject to Section 3.5 hereof, gross proceeds less all such payments in respect of the reasonable direct costs Revolving Loans pursuant to this Section 2.9 shall be without premium or penalty. All interest accrued on the principal amount of such sales the Revolving Loans paid pursuant to this Section 2.9 shall be paid, or other dispositions)may be charged by the Administrative Agent to any loan account(s) of the Borrower, such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceedsat the Administrative Agent’s option, and until on the date of such payment. Interest shall accrue and be due, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited until the next Business Day, if the amount so paid by the terms and conditions hereof. Such repayments shall be applied Borrower to the outstanding Advances bank account designated by the Administrative Agent for such purpose is received in such bank account after 3:00 p.m. (xe) first, At all times after the occurrence and during the continuance of a Cash Dominion Period and notification thereof by the Administrative Agent to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, Borrower (y) second, subject to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b10.3 and to the terms of the Security Agreement), provided however on each Business Day, at or before 1:00 p.m., the Administrative Agent shall apply all Same Day Funds credited to the Concentration Account, first to pay any fees or expense reimbursements then due to the Administrative Agent, the FILO Documentation Agent, the Issuers and the Lenders (other than in connection with Cash Management Obligations, Obligations in respect of Secured Hedge Agreements or any Revolving Commitment Increases), pro rata, second to pay interest due and payable in respect of any Loans (including Swing Loans, but excluding FILO Loans) and any Protective Advances that if no Default or Event may be outstanding, pro rata, third to prepay the principal of Default has occurred any Protective Advances that may be outstanding, pro rata, and is continuingfourth to prepay the principal of the Loans (including Swing Loans, such repayments shall be applied but excluding FILO Loans) and to cash collateralize any Obligations related to Cash Collateralize outstanding Letters Letter of Credit last) in such order as Agent may determineObligations, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofpro rata. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject Except with respect to Agent Advances that are not required to be repaid under Section 7.1 hereof2.4(d), when if for any reason, at any time the Tranche A Credit Facility Exposure exceeds the Tranche A Line Cap, the Borrower sells shall within one Business Day prepay the principal of Swingline Loans and, after all Swingline Loans have been repaid in full or otherwise disposes if no Swingline Loans are outstanding, Tranche A Loans and/or cash collateralize Letters of Credit (in accordance with Section 2.7(j)) in an aggregate amount equal to such excess. (b) At any Collateral time after the Tranche A Loans have been repaid in full, the Tranche A Credit Commitments have been terminated and there are no Letters of Credit outstanding (other than Inventory Letters of Credit cash collateralized or backstopped in a manner reasonably acceptable to the Ordinary Course of Businessapplicable Issuing Bank), Borrowers if for any reason the FILO Credit Facility Exposure exceeds the FILO Borrowing Base, the Borrower shall repay within one Business Day prepay the Advances FILO Loans in an amount equal to the net proceeds of such sale excess. (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments c) Amounts to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds applied pursuant to this Section 2.14 shall be held in trust for Agentapplied first to reduce outstanding ABR Loans of the applicable Class. The foregoing shall not be deemed to be implied consent to any Any amounts remaining after each such sale otherwise prohibited by the terms and conditions hereof. Such repayments application shall be applied to prepay Eurodollar Loans of such Class. No permanent reduction of Tranche A Credit Commitments will be required in connection with any prepayment pursuant to this Section 2.14. (d) In addition to any mandatory repayments pursuant to this Section 2.14, (i) all then outstanding Swingline Loans shall be repaid in full on the outstanding Advances (x) first, to the outstanding principal installments earlier of the Term fifth (5th) Business Day following the date of incurrence of such Swingline Loans in the inverse order of the maturities thereof, and (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofSwingline Expiry Date. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower Loan Party or any Subsidiary sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers Loan Parties shall repay the Advances in an amount equal to the net proceeds Net Cash Proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions)sale, such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceedsNet Cash Proceeds, and until the date of payment, such proceeds shall be held in trust for Administrative Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied first, to the outstanding principal installments of the Term Loan in the inverse order of the maturities thereof (including the final installment thereof) until paid in full in cash, and second to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b); provided however that if no Default or Event of Default has occurred and is continuing, such repayments of the remaining Advances shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Administrative Agent may determine, subject to Borrowers’ ability to re-borrow Revolving Advances in accordance with the terms hereof; provided further, that (x) in the event any Loan Party has received Net Cash Proceeds from any sale or disposition permitted pursuant to Section 7.1 hereof, (y) the Borrowing Agent has delivered a Reinvestment Notice within five (5) Business Days following receipt of such Net Cash Proceeds, and (z) no Default or Event of Default is continuing, such Net Cash Proceeds may, at Borrowers’ option, be deposited into a separate Depository Account at PNC, or applied to the outstanding Revolving Advances and Borrowers shall be permitted to use such proceeds held in such separate Depository Account, or reborrow Revolving Advances (if such proceeds were applied to Revolving Advances) in accordance with the terms hereof in the amount of such Net Cash Proceeds to purchase replacement assets, so long as such replacement assets are purchased no later than one hundred eighty (180) days from the date the Reinvestment Notice was received by the Administrative Agent. To the extent replacement assets are not purchased within such one hundred eighty (180) day period or an Event of Default occurs, Borrowers shall apply such proceeds held in such separate Depository Account, or be deemed to have requested a Revolving Advance in the amount of such net cash proceeds, and such proceeds or Revolving Advances shall be applied in the manner set forth before the proviso above. In the event of any issuance or other incurrence of Indebtedness (other than Permitted Indebtedness) by Loan Parties or any Subsidiary or the issuance of any Equity Interests (except as set forth in Section 10.17) by any Loan Party or any Subsidiary, Loan Parties shall, no later than three (3) Business Day after the receipt by such Loan Party or any Subsidiary of (i) the Net Cash Proceeds from any such issuance or incurrence of Indebtedness or (ii) the Net Cash Proceeds of any issuance of Equity Interests, as applicable, repay the Advances in an amount equal to (x) one hundred percent (100%) of such Net Cash Proceeds in the case of such incurrence or issuance of Indebtedness and (y) one hundred percent (100%) of such Net Cash Proceeds in the case of an issuance of Equity Interests. Such repayments will be applied in the same manner as set forth in Section 2.20(a) hereof. All proceeds received by Loan Parties or any Subsidiary or Administrative Agent (i) under any insurance policy on account of damage or destruction of any assets or property of any Loan Party or any Subsidiary, or (ii) as a result of any taking or condemnation of any assets or property shall be applied in accordance with Section 6.6 hereof; provided, that (x) in the event Borrowing Agent has delivered a Reinvestment Notice within five (5) Business Days following receipt of Net Cash Proceeds from any casualty or condemnation event, and (y) no Default or Event of Default is continuing, such Net Cash Proceeds may, at Borrowers’ option, be deposited into a separate Depository Account at PNC, or applied to the outstanding Revolving Advances and Borrowers shall be permitted to use such proceeds held in such separate Depository Account, or reborrow Revolving Advances (if such proceeds were applied to Revolving Advances) to purchase replacement assets, so long as such replacement assets are purchased no later than one hundred eighty (180) days from the date the Reinvestment Notice was received by the Administrative Agent. To the extent replacement assets are not purchased within such one hundred eighty (180) day period or an Event of Default occurs, Borrowers shall apply such proceeds held in such separate Depository Account, or be deemed to have requested a Revolving Advance in the amount of such net cash proceeds, and such proceeds or Revolving Advances shall be applied in the manner set forth in Section 6.6. hereof. Borrowers shall prepay the outstanding amount of the Advances in an amount equal to fifty percent (50%) of Excess Cash Flow for each fiscal year commencing with the fiscal year ending December 31, 2018, payable upon delivery of the financial statements to Agent referred to in and required by Section 9.7 for such fiscal year but in any event not later than one hundred twenty (120) days after the end of each such fiscal year, which amount shall be applied (x) first, to the outstanding principal installments of the Term Loans Loan in the inverse order of the maturities thereofthereof and, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) thirdnext, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, determine subject to Borrowers’ ability to reborrow re-borrow Revolving Advances in accordance with the terms hereof. (2) . In the event that the financial statements are not so delivered, then a new calculation based upon estimated amounts shall be made by Administrative Agent upon which calculation Borrowers shall make the prepayment required by this Section 2.20(d) ), subject to adjustment when the financial statements are delivered to Administrative Agent as required hereby. The calculation made by Administrative Agent shall not be added deemed a waiver of any rights Administrative Agent or Lenders may have as follows:a result of the failure by Borrowers to deliver such financial statements.

Mandatory Prepayments. Section 2.20 Borrower shall be required to make mandatory prepayments of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), Term Loans upon each as followsof the following: (i) the receipt by Borrower or any of its Affiliates of any damages or other amounts from Equipment Supplier under the Equipment Supply Agreement (including as a result of a delayed delivery pursuant to Section 4 of the Equipment Supply Agreement and as a result of any cancellation by Equipment Supplier pursuant to Section 19 of the Equipment Supply Agreement), in an amount equal to (A) during the continuance of any Default or Event of Default, the amount of such damages or other amounts, or (B) so long as there is not continuing any Default or Event of Default, such portion of the amount of such damages as Hermes Agent (at the instruction of Hermes) shall designate in writing as the amount (if any) of the Term Loans no longer eligible for coverage under the Hermes Export Credit Guarantee Documents as a result of such payment of amounts by Equipment Supplier to Borrower; (ii) any failure of the Hermes Export Credit Guarantee Documents to be effective with respect to any portion of the Term Loans, in an amount equal to such portion of the Term Loans; (iii) the refund to Borrower of any Hermes Guarantee Fees by Hermes in an amount equal to the Hermes Guarantee Fee Refund, which amount, notwithstanding any term set forth in this Section 3.4, shall be prepaid by Borrower in accordance with the written instructions of Hermes or Hermes Agent (at the instruction of Hermes) accompanying such Hermes Guarantee Fee Refund; and (iv) the Net Cash Proceeds of any insurance policy to the extent such Net Cash Proceeds are in respect of Collateral (as defined in the Security Agreement); provided, Borrower shall have no obligation to prepay the Term Loans with any Hillsboro Business Interruption Insurance Proceeds. Any such prepayment (including any deemed prepayment with the Hermes Guarantee Fee Refund made in accordance with 2.6.1, but excluding any prepayment made in accordance with Section 3.4(iii) if and solely to the extent the written prepayment instructions of Hermes or Hermes Agent (at the instruction of Hermes) differ from those set forth in this paragraph) shall (A) include payment by Borrower of accrued and unpaid interest on the Term Loans being prepaid and any fees, breakage costs and other charges payable in connection with such a prepayment under the terms of this Agreement (including Section 3.7), if any, and (B) be applied to remaining amortization payments and the payments at final maturity thereof (1) in inverse order of maturity or (2) solely with respect to payments made in accordance with Section 2.20(a3.4(i)-(iii) above, on a pro rata basis, at the option of Hermes Agent (acting at the instruction of Hermes). Amounts prepaid as mandatory prepayments of Term Loans may not be re-borrowed. Notwithstanding the foregoing, solely with respect to the Net Cash Proceeds described in Section 3.4(iv) hereof (other than the Net Cash Proceeds of Underground Equipment, to which this sentence shall not apply, and which shall be prepaid in accordance with Section 3.4(iv) hereof), so long as Borrower establishes to Administrative Agent’s reasonable satisfaction that such Net Cash Proceeds are sufficient to fund in full the purchase of equipment or replacement equipment for, or repair of, damaged mining equipment constituting Collateral (the consummation of such purchase or repair, the “Reinvestment” and the act of undertaking a Reinvestment, to “Reinvest”), all of which equipment, replacement equipment and repaired equipment (collectively, the “Replacement Collateral”) will (x) be used for mining activities and (y) be subject to a first priority security interest in favor of Collateral Agent (and Borrower hereby agrees to notify Administrative Agent if and when it undertakes a Reinvestment, to provide to Administrative Agent all details regarding the Replacement Collateral reasonably requested by Administrative Agent (including without limitation, the location of the Replacement Collateral, serial numbers and descriptions of make, model and quantity of the Replacement Collateral), to grant to Collateral Agent for the benefit of the Lenders a first priority security interest in the Replacement Collateral, and to take any action reasonably requested by Collateral Agent to create or perfect such security interest), Borrower may Reinvest such Net Cash Proceeds in lieu of prepayment; provided that the Net Cash Proceeds Borrower intends to use for Reinvestment shall be deposited in a deposit account designated by the Collateral Agent (and at Collateral Agent’s request, subject to an account control agreement between Borrower, Collateral Agent and the depository bank) prior to the Reinvestment, and if not Reinvested within twelve (12) months, shall be applied to prepayment of the Term Loans in accordance with the first sentence of this paragraph.” (g) Section 6.1.12 of the Credit Agreement is hereby amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when When Borrower or any Borrower Restricted Subsidiary sells or otherwise disposes of any Collateral Collateral, other than Inventory in the Ordinary Course ordinary course of Businessbusiness, Borrowers or a Casualty Event has occurred, then, unless a Reinvestment Notice shall be delivered in respect thereof within ten (10) days of Borrower’s or such Loan Party’s receipt of proceeds (including insurance proceeds, awards, or compensation) of such sale or other disposition or Casualty Event, Borrower shall repay the Advances made to Borrower in an amount equal to the Net Cash Proceeds, such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such Net Cash Proceeds, and until the date of payment, such proceeds shall be held in trust for Agent; provided that notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Advances and other amounts as set forth in this Section 2.14(a); and provided, further, that so long as no Default or Event of Default shall exist or would result therefrom, and such Net Cash Proceeds of such a sale, disposition, or Casualty Event do not exceed $25,000,000 in any single transaction or series of related sales or dispositions, then no such prepayment shall be required. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the Advances in such order as Agent may determine, subject to Borrower’s ability to reborrow Revolving Advances in accordance with the terms hereof. (b) Subject to the provisions of Section 4.11, Agent shall apply the proceeds of any insurance settlements from casualty losses which are received by Agent to the Advances in such order as Agent may determine, subject to Borrower’s ability to reborrow Revolving Advances in accordance with the terms hereof. (c) [Reserved]. (d) [Reserved]. (e) If any Loan Party receives any proceeds from the issuance or incurrence of any Indebtedness (other than Permitted Indebtedness), Borrower shall repay the Advances made to Borrower in an amount equal to the net proceeds of such sale issuance or incurrence (i.e., gross proceeds less the reasonable direct costs of such sales issuance or other dispositionsincurrence), such repayments to be made promptly but in no event more than three one (31) Business Days Day following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale or issuance otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding other Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ Borrower’s ability to reborrow Revolving Advances in accordance with the terms hereof. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(aIf, on the first Business Day of each month, the Accommodations Outstanding under the Operating facility exceed 100% of the Operating Availability Limit, the Borrower shall, on the third Business Day following such day, (i) shall be amended and restated in its entirety as follows: repay Floating Rate Advances outstanding under the Operating Facility; or (aii) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in pay an amount equal to the net proceeds Administrative Agent, and irrevocably authorize and direct the Administrative Agent to apply such payment to Eurodollar Rate Advances or as a repayment of the Borrower's reimbursement obligation in respect of Drawings, on the next maturity date for such sale (i.e.Eurodollar Rate Advance or Drawing, gross proceeds less as the reasonable direct costs of such sales or other dispositions)case may be, such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceedsthat the Accommodations Outstanding under the Operating Facility, and until after giving effect thereto, do not exceed the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofOperating Availability Limit. (2) If, on the first Business Day of each month, the Accommodations Outstanding under the Tranche A Credit Facility or the Tranche B Credit Facility, as the case may be, exceed 102% of the Commitments thereunder, the Borrower shall, on the third Business Day following such day, (i) repay Floating Rate Advances outstanding under such Credit Facility; or (ii) pay an amount to the Administrative Agent, and irrevocably authorize and direct the Administrative Agent to apply such payment to Eurodollar Rate Advances or as a new Section 2.20(drepayment of the Borrower's reimbursement obligation in respect of Drawings, on the next maturity date for such Eurodollar Rate Advance or Drawing, as the case may be, such that the Accommodations Outstanding under such Credit Facility, after giving effect thereto, do not exceed the Commitment thereunder. (3) An amount equal to the Net Proceeds from any Disposition of any Assets in excess of Cdn. $3,000,000 (or the Equivalent U.S. $ Amount of equivalent amount in any other currency) (whether individually or in aggregate) by the Borrower, Marsol or any Guarantor (other than the Net Proceeds from any dispositions pursuant to clause (i) of the definition of Permitted Dispositions) shall be added as follows:applied, within 5 Business Days of receipt thereof, rateably to the prepayment of Accommodations Outstanding under the Term Facilities. (4) An amount equal to the Net Proceeds of (i) any Debt (other than the incurrence of Refinancing Debt to refinance the Debt described in clause (iii) of the definition of Permitted Debt) created or incurred by the Borrower or any Guarantor, and (ii) any issuance of securities, units, convertible debt or similar equity instruments by the Borrower, Marsol or any Guarantor (other than a rights offering by the Borrower of up to Cdn.$30,000,000 to partially finance the Montreal Expansion), in either case in excess of Cdn. $3,000,000 (or the Equivalent U.S. $ Amount or the equivalent amount in any other currency), shall be applied rateably to the prepayment of the Accommodations Outstanding under the Term Facilities.

Mandatory Prepayments. (a) Without limiting the requirements of Section 2.20 7.5 hereof regarding the consent of Majority US Lenders to sales of property by Restricted Persons which are not permitted by Section 7.5, the Loan Agreement shall proceeds of any sale of property (net of all reasonable costs and expenses, but excluding proceeds consisting of tangible property to be amended used in the business of Restricted Persons) by amending any Restricted Person (other than a sale of property permitted under Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a7.5 hereof) shall be amended placed in a collateral account under the control of Administrative Agent in a manner satisfactory to Administrative Agent immediately upon such Restricted Person's receipt of such proceeds and restated maintained therein for a period of ninety (90) days following the date of receipt thereof in its entirety cash (in this Section 2A.7(a) referred to as follows: the "Collateral Period"). If any consideration consists of an ----------------- instrument or security, the Collateral Period shall, with respect to each amount of cash received in respect thereof, continue until ninety (a90) Subject days following such Restricted Person's receipt of such cash unless, pursuant to Section 7.1 hereofthe following sentence, when an approved investment included such cash; any cash in a collateral account may be invested in Cash Equivalents designated by US Borrower. During each Collateral Period, US Borrower sells or otherwise disposes may propose to invest such proceeds in other property subject to the approval of Majority US Lenders, and shall thereafter invest such proceeds in such property so approved by Majority US Lenders. At the end of each Collateral Period or, if an investment is so proposed and approved during such Collateral Period, within one hundred-eighty (180) days after such proposed investment has been so approved by Majority US Lenders, any Collateral other than Inventory in such proceeds which have not been so invested by US Borrower shall be applied to the Ordinary Course reduction of Businessthe outstanding principal balance of the US Loans at such time, Borrowers and the US Commitment shall repay the Advances in be reduced by an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be prepayment applied to the outstanding Advances US Loans. (xb) first, If at any time the US Facility Usage exceeds the US Commitment (whether due to the outstanding principal installments of the Term Loans a reduction in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit US Commitment in accordance with the provisions of Section 3.2(bthis Agreement, or otherwise), provided however that if no Default or Event US Borrower shall immediately upon demand prepay the principal of Default has occurred and is continuing, the US Loans in an amount at least equal to such repayments excess. Each prepayment of principal under this section shall be applied accompanied by all interest then accrued and unpaid on the principal so prepaid. Any principal or interest prepaid pursuant to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (2) a new Section 2.20(d) this section shall be added as follows:in addition to, and not in lieu of, all payments otherwise required to be paid under the Loan Documents at the time of such prepayment.

Mandatory Prepayments. Section 2.20 (i) Upon the sale of any Aircraft or other asset by any Borrower, or upon the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when refinancing of any Indebtedness of any Borrower sells or otherwise disposes of arising from any Collateral other than Inventory in Loan hereunder, the Ordinary Course of BusinessBorrowers, Borrowers jointly and severally, shall repay immediately pay to the Advances in Agent an amount equal to the net proceeds of such sale (i.e.or refinancing, gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments which amount shall be applied by the Agent to reduce outstanding principal and accrued interest on any Loans made to, or for the benefit of, such Borrower. If any net proceeds of such sale or refinancing remain after the repayment in full of all outstanding principal and accrued interest on such Loans, such excess proceeds (except to the outstanding Advances extent derived from the pending sale of the Financed Aircraft having manufacturer's serial numbers 373 (xleased to Midway Airlines, Inc.) first, and 25221 (leased to Britannia Airways)) shall first be applied pro rata to the partial prepayment of all unpaid Revolving Loans in respect of the remaining Financed Aircraft until the aggregate outstanding principal installments balance of the Term Revolving Loans in does not exceed the inverse order aggregate of the maturities thereof, (y) second, to Applicable Aircraft Borrowing Bases of all Financed Aircraft as reduced by the outstanding principal installments Cumulative Depreciation Amounts of the Equipment Loans in the inverse order of the maturities thereofsuch Financed Aircraft, and (z) thirdthen, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuingexists at the time, such repayments the balance, if any, shall be applied paid to cash collateralize any Obligations related to outstanding Letters of Credit last) the Applicable Borrower and may be used by such Borrower in such order as Agent may determine, its discretion subject to Borrowers’ ability to reborrow Revolving Advances in accordance compliance with the terms hereofof this Credit Agreement and other Loan Documents. If UniCapital or any of its affiliates or one or more of the Borrowers, acting directly or through one or more affiliates, enters into a securitization, offering of lease receivables, equipment trust certificate transaction or other capital markets transaction (except the pending sale for securitization of the Financed Aircraft having manufacturer's serial numbers 373 (leased to Midway Airlines, Inc.) and 25221 (leased to Britannia Airways)) with respect to some or all of the Financed Aircraft, in either case UniCapital shall cause any net proceeds of such debt offering or other transaction to be applied pro rata to the partial prepayment of all unpaid Revolving Loans in respect of the Financed Aircraft until the aggregate outstanding principal balance of the Revolving Loans does not exceed the aggregate of the Applicable Aircraft Borrowing Bases of all Financed Aircraft as reduced by the Cumulative depreciation Amounts of such Financed Aircraft, and then the balance, if any (if not otherwise required to be applied herein), shall be paid to the Applicable Borrower and may be used by such Borrower in its discretion subject to compliance with the terms of this Credit Agreement and other Loan Documents." (2c) Subsection 2.10 of the Credit Agreement is hereby amended by inserting the following after the word "therein": "and, in addition thereto, shall pay a new Section 2.20(d) shall be added as follows:fee equal to 1% of the Incremental Applicable Aircraft Borrowing Base for each Financed Aircraft on the date of the Loan advance with respect thereto."

Mandatory Prepayments. Section 2.20 of the Loan Agreement Borrowers shall be amended by amending Section 2.20(arequired to prepay the Loans without penalty or premium: (i) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in an amount equal to the net all payments, proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositionsconsideration received by Borrowers on account of any of the Collateral, including, without limitation, all sums, moneys, royalties, fees, commissions, charges, payments, deposits, advances, guarantees, income, profit, Gross Receipts and all other proceeds paid to or derived by or payable to Borrowers on account of the distribution and exploitation of the Film or on account of any other item of Collateral including, without limitation, Gross Receipts, deposits and all other proceeds under the Existing Distribution Agreements and Additional Distribution Agreements (inclusive, in each case, of all Distributor deposits), such repayments to it being agreed that all payments under the Existing Distribution Agreements and Additional Distribution Agreements shall be made promptly but in no event more than three (3) Business Days following receipt of such net proceedspaid directly into the Collection Account, and until after payment to Lender pursuant to the date of paymentEscrow Agreement - Collection Account, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments repayment of the Term Loans in the inverse order of the maturities thereof, (y) second, and to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Borrowers’ Obligations relating to any outstanding Letters of Credit in accordance with Section 2.5 hereof; provided, however, that Lender shall have no obligation to convert any nonmonetary consideration received by Borrowers or Lender on account of any of the provisions of Collateral to Cash or Cash Equivalents or otherwise to credit any such nonmonetary consideration against the Obligations provided Lender returns such nonmonetary consideration to Borrowers; and (ii) as otherwise provided hereunder. 13 All prepayments under this Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments 2.7 shall be paid directly to the Collection Account to be applied to cash collateralize any Obligations related to outstanding Letters the repayment of Credit last) in such order as Agent may determine, subject the Loans and to Borrowers’ ability to reborrow Revolving Advances Obligations in accordance with the terms Section 2.3 hereof. (2) a new Section 2.20(d) shall be added as follows:. 2.8

Mandatory Prepayments. Section 2.20 (i) If at any time the aggregate outstanding balances of the Revolving Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of BusinessSwing Line Loan exceed the Maximum Amount, Borrowers shall immediately repay the aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. If any such excess remains after repayment in full of the aggregate outstanding Revolving Credit Advances, Borrowers shall provide cash collateral for the Letter of Credit Obligations in the manner set forth in Annex B to the extent required to eliminate such excess. (ii) Immediately upon receipt by any Credit Party of proceeds of any asset disposition or any sale of Stock of any Subsidiary of any Credit Party (excluding Excluded Proceeds), it shall forward such proceeds to the Borrowers and Borrowers shall prepay the Loans in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses (including reasonable attorney’s fees and investment banking fees) properly attributable to such transaction and payable by Credit Parties in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, goods and services taxes and sales taxes, as applicable, (C) amounts payable to holders of senior Liens (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith and (E) cash amounts required to be maintained as a reserve or in escrow against any such asset sale or sale of Stock in an amount not to exceed twenty percent (20%) of the purchase price of such assets or Stock, until such amounts are received by such Credit Party. Notwithstanding the foregoing, unless an Event of Default shall have occurred and be continuing or would result therefrom, Credit Parties may elect to reinvest such net proceeds from any asset disposition by delivering a certificate of the Borrower Representative to Agent that (1) states that the Credit Parties intend to reinvest such net proceeds in the business of a Credit Party within 365 days of the date of such sale and (i.e.2) confirms that such net proceeds have been (x) deposited into an account that is subject to a Control Letter or a control agreement meeting the requirements of Annex C, gross which net proceeds less when so deposited (i) shall constitute Collateral, securing the reasonable direct costs payment of the Obligations then outstanding, (ii) may be withdrawn by the applicable Credit Party solely to reinvest in other assets of such sales or other dispositions), such repayments to be made promptly but Credit Party that are useful in no event more than three (3) Business Days following receipt the business of such Credit Party and (iii) upon the occurrence and during the continuance of an Event of Default, an amount equal to such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments repayment of the Term Loans in the inverse order of the maturities thereof, Obligations as set forth above or (y) second, used to repay the Revolving Loan (in whole or in part) on a temporary basis and if so used to repay the Revolving Loan and notwithstanding anything herein to the outstanding principal installments contrary such amount may be reborrowed only for the purpose of funding such reinvestment or if the Equipment Loans in Reinvestment Period (as defined below) has expired and such amount has not been reinvested pursuant to this Section to make the inverse order mandatory prepayment required by this Section; provided, that (a) such reinvestment must be made within 365 days (the “Reinvestment Period”) after the date of the maturities thereofsuch sale, and (zb) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has shall have occurred and be continuing at the time of such reinvestment or after giving effect thereto. If and to the extent such net proceeds are not fully reinvested during the Reinvestment Period, an amount equal to such net proceeds is continuing, such repayments shall required to be applied to cash collateralize any repay the Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofset forth above. (2iii) a new Section 2.20(dIf Holdings issues Stock (other than Excluded Stock Issuances), no later than the Business Day following the date of receipt of the proceeds thereof, Holdings shall contribute such proceeds to ▇▇▇▇▇▇, Inc. and ▇▇▇▇▇▇, Inc. shall prepay the Obligations in an amount equal to all such proceeds, net of underwriting discounts and commissions and other reasonable costs (including reasonable attorney’s fees and investment banking fees) paid to non-Affiliates in connection therewith; provided, however, if the Leverage Ratio is less than 3.75 to 1.00 at the time of such Stock issuance, then Borrowers shall not be required to make such prepayment in connection with such Stock issuance. (iv) Until the Termination Date, ▇▇▇▇▇▇, Inc. shall prepay the Obligations on the date that is ten (10) days after the earlier of (A) the date on which Holdings’ and its Subsidiaries’ annual audited Financial Statements for the immediately preceding Fiscal Year (commencing with the Fiscal Year ending December 31, 2011) are delivered pursuant to Annex E or (B) the date on which such annual audited Financial Statements were required to be delivered pursuant to Annex E, in an amount equal to fifty percent (50%) of Excess Cash Flow for the immediately preceding Fiscal Year; provided, however, if the Leverage Ratio is less than or equal to 3.00 to 1.00 at the time of such required prepayment, then Borrowers shall only be required to prepay the Obligations in an amount equal to twenty-five percent (25%) of Excess Cash Flow for the immediately preceding Fiscal Year. Each such prepayment shall be added as follows:accompanied by a certificate signed by Borrower Representative’s chief financial officer certifying the manner in which Excess Cash Flow and the resulting prepayment were calculated, which certificate shall be in form and substance reasonably satisfactory to Agent. (v) If one or more of the Credit Parties shall fail to (A) enter into a binding purchase agreement with respect to a Permitted Acquisition within 30 days following the Closing Date or (B) consummate a Permitted Acquisition (including payment of a cash purchase price of not less than $50,000,000) within 90 days following the Closing Date, then Borrowers shall immediately repay the Term Loan A in an amount equal (i) $75,000,000 less (ii) the actual cash purchase price paid with respect to any such Permitted Acquisition.

Mandatory Prepayments. Section 2.20 (i) The Loan Agreement provides for Mandatory Prepayments to be made with respect to the Notes of one or more of the Loan Agreement Lenders in circumstances involving illegality with respect thereto. Notwithstanding Sections 3.3(a) and (b)(i), but subject to all payments (if any) required by Sections 3.3(b)(ii) and 3.3(d) having first been made, upon receipt by the Bontang VI Trustee of any Non-Scheduled Payment Notice that any Mandatory Prepayments have become due and payable to one or more Affected Lenders (a "Notice of Mandatory Prepayment"), the Bontang VI Trustee, without any action or approval being required of Pertamina or the Contractors, shall: (2) Immediately upon deposit of any amounts in the Mandatory Prepayment Account pursuant to Section 3.2(i)(ii) or 3.2(k)(iii) or otherwise, pay all such amounts to the Agent (for the account of any Affected Lenders other than the Finance Company) and the Finance Company (if it is an Affected Lender), to the extent the amount of such Mandatory Prepayments shall not have been previously paid. (ii) All amounts paid to the Finance Company and to the Agent for the account of the Affected Lenders or to the Finance Company pursuant to Section 3.3(c)(i) shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each reflected in the records of the Bontang VI Trustee as followshaving been applied in the following order of priority: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) firstFirst, to the outstanding principal installments payment of all Lenders Fees and Expenses due and payable at the Term Loans time of payment to the Affected Lenders as specified in the inverse order applicable Notices of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof.Mandatory Prepayment; (2) a new Section 2.20(dSecond, to the payment of all Interest due and payable at the time of payment to the Affected Lenders as specified in the applicable Notices of Mandatory Prepayment; (3) shall be added Third, to the payment of all principal then due and payable to the Affected Lenders as follows:specified in the applicable Notices of Mandatory Prepayment; and (4) Fourth, to the payment of all Special Payments due and payable at the time of payment to the Affected Lenders as specified in the applicable Notices of Mandatory Prepayment.

Mandatory Prepayments. (i) If any Indebtedness shall be incurred by the Company or any of its Subsidiaries (excluding any Indebtedness incurred in accordance with Section 2.20 7.01), an amount equal to 100% of the Loan Agreement Net Cash Proceeds thereof shall be amended by amending applied within five Business Days of the receipt of such Net Cash Proceeds toward the prepayment of the Term Loans as set forth in Section 2.20(a2.13(c)(iiiiv). (ii) and adding If the Company or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a new Section 2.20(dReinvestment Notice shall be delivered in respect thereof within five Business Days of the receipt of such Net Cash Proceeds, an amount equal to 100% of such Net Cash Proceeds shall be applied within ten Business Days following receipt thereof toward the prepayment of the Term Loans; provided, that, notwithstanding the foregoing, on each Reinvestment Prepayment Date, an amount equal to the Reinvestment Prepayment Amount with respect to the relevant Reinvestment Event shall be applied toward the prepayment of the Term Loans; provided, further, that, notwithstanding the foregoing, no Reinvestment Notice may be delivered during any Suspension Period or Covenant Restriction Period. (iii) On or prior to the date which is five (5) Business Days after the applicable Anti-Cash Hoarding Test Date (such date, an “Excess Cash Amount Payment Date”), each as follows: the Company shall cause to be prepaid in accordance with clause (1c)(iv) Section 2.20(abelow Revolving Credit Loans (if any) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances outstanding on such Excess Cash Amount Payment Date in an amount equal to the net proceeds of such sale (i.e.Excess Cash Amount; provided that, gross proceeds less the reasonable direct costs of such sales or other dispositions)as soon as practically available following an Anti-Cash Hoarding Test Date, such repayments to be made promptly but in any event no event more later than three (3) Business Days following receipt of such net proceeds, and until the date of paymentprepayment pursuant to this clause (iii) (or, if no prepayment is required by this clause (iii), the Excess Cash Amount Payment Date), the Company shall deliver a certificate signed by a Responsible Officer of the Company to the Administrative Agent, setting forth the computations necessary (as determined in good faith by the Company) to determine whether the Company is in compliance with this Section 2.13(c)(iii) as of such proceeds shall be held in trust for Agent. The foregoing shall not be deemed Anti-Cash Hoarding Test Date. (iv) (iii) Amounts to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments applied in connection with prepayments shall be applied to the outstanding Advances (xprepayment of the Term Loans and Revolving Credit Loans, as applicable, in accordance with Section 2.20. The application of any prepayment pursuant to this Section 2.13(c) shall be made, first, to ABR Loans and, second, to Term Benchmark Loans. Each prepayment of the outstanding principal installments Loans under this Section 2.13(c) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. Each prepayment of the Term Loans in the inverse order of the maturities thereof, (yaccordance with this Section 2.13(c) second, shall be applied to the outstanding principal installments of the Equipment Loans thereof in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofmaturity. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when Immediately upon receipt by any Borrower sells or otherwise disposes Credit Party of any Collateral other than Inventory in cash proceeds of any asset disposition, the Ordinary Course of Business, Borrowers shall repay prepay the Advances Loans in an amount equal to all such proceeds, net of (A) commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such transaction and payable by the net Borrowers in connection therewith (in each case, paid to non-Affiliates), (B) transfer taxes, (C) amounts payable to holders of senior Liens on such asset (to the extent such Liens constitute Permitted Encumbrances hereunder), if any, and (D) an appropriate reserve for income taxes in accordance with GAAP in connection therewith. Notwithstanding the foregoing, if the Credit Parties notify the Administrative Agent in writing of their intent to reinvest such proceeds in replacement fixed assets, the Credit Parties shall only be obligated to make prepayments to the extent that such proceeds are not so reinvested. The following shall not be subject to mandatory prepayment under this paragraph: (1) proceeds of sales of Inventory in the ordinary course of business and (2) the proceeds of any asset disposition or series of asset dispositions otherwise permitted under Section 6.08 not in excess of $500,000. (b) If Holdings or any Borrower issues Stock or any debt security in a public offering or in a private placement underwritten, placed or initially purchased by an investment bank, no later than the Business Day following the date of receipt of the proceeds thereof, all Borrowers (in the case of an issuance by Holdings) or the issuing Borrower shall prepay the Loans in an amount equal to all such sale proceeds, net of underwriting discounts and commissions and other reasonable costs and expenses (i.e.including legal fees) paid to non-Affiliates in connection therewith; provided, gross that no such prepayment shall be required with respect to an amount equal to such proceeds less that (A) are received pursuant to any employee or stock option plan, (B) are received in connection with any refinancing of Indebtedness or (C) are required to prepay loans and other extensions of credit under the reasonable direct costs First Lien Facilities. (c) The Borrowers shall deliver to the Administrative Agent, at the time of each prepayment required under this Section, (i) a certificate signed by a Financial Officer of such sales Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the extent practicable, at least three days prior written notice of such prepayment. Each notice of prepayment shall specify the prepayment date and the principal amount of each Loan (or other dispositions), such repayments portion thereof) to be made promptly prepaid. All prepayments of Borrowings under this Section shall be subject to Section 2.15, but in no event more than three (3) Business Days following receipt of such net proceedsotherwise shall be without premium or penalty, and until shall be accompanied by accrued and unpaid interest on the principal amount to be prepaid to but excluding the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (2d) On or prior to August 30, 2010, any Lender may elect, by notice to the Administrative Agent at or prior to the time and in the manner specified by the Administrative Agent, prior to any prepayment of Loans required to be made pursuant to this Section, to decline all (but not a new Section 2.20(dportion) of its pro rata share of such prepayment (such declined amounts, the “Declined Proceeds”). Any Declined Proceeds shall be added as follows:offered to the Lenders not so declining such prepayment (with such Lenders having the right to decline any prepayment with Declined Proceeds at the time and in the manner specified by the Administrative Agent). Thereafter, the remaining Declined Proceeds may be retained by the Borrowers.

Mandatory Prepayments. Section 2.20 (i) If at any time the Revolving Credit Outstandings exceed the aggregate Revolving Credit Commitments, the Borrower agrees to repay immediately upon notice from the Administrative Agent, by payment to the Administrative Agent for the account of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d)Revolving Credit Lenders, each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes Extensions of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances Credit in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of excess with each such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be repayment applied to the outstanding Advances (x) first, to the principal amount of outstanding Swingline Loans, second to the principal installments amount of outstanding Revolving Credit Loans and third, with respect to any Letters of Credit then outstanding, to Cash Collateralize any L/C Obligations in an amount equal to such excess (such Cash Collateral to be applied in accordance with Section 10.2(b)). (ii) If an Availability Deficiency exists after a redetermination of the Term Loans in Availability pursuant to Article IV, the inverse order Borrower shall within 30 days after the applicable Determination Date repay, by payment to the Administrative Agent for the account of the maturities thereofRevolving Credit Lenders, (yExtensions of Credit and Cash Collateralize the L/C Obligations to the extent required to reduce or eliminate any Availability Deficiency. Any such payment pursuant to this Section 2.4(b)(ii) secondshall be applied first, to the principal amount of outstanding Swingline Loans, second to the principal installments amount of outstanding Revolving Credit Loans and third, with respect to any Letters of Credit then outstanding, to Cash Collateralize any L/C Obligations. (iii) Upon the incurrence or issuance by the Borrower or any of its Restricted Subsidiaries of any Indebtedness (other than Indebtedness expressly permitted to be incurred or issued pursuant to Section 9.1), the Borrower shall immediately repay, by payment to the Administrative Agent for the account of the Equipment Loans in Revolving Credit Lenders, Extensions of Credit and Cash Collateralize the inverse order L/C Obligations with 100% of the maturities thereof, and (zNet Cash Proceeds of such Indebtedness. Any such payment pursuant to this Section 2.4(b)(iv) thirdshall be applied first, to the remaining Advances (including cash collateralization principal amount of all Obligations relating outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third, with respect to any outstanding Letters of Credit then outstanding, to Cash Collateralize any L/C Obligations. (iv) Upon receipt of any AES Letter of Credit Proceeds by any Credit Party, the Borrower shall immediately repay, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Extensions of Credit and Cash Collateralize the L/C Obligations in accordance an amount equal to such AES Letter of Credit Proceeds. Any such payment pursuant to this Section 2.4(b)(iv) shall be applied first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third, with respect to any Letters of Credit then outstanding, to Cash Collateralize any L/C Obligations. (v) Upon the provisions consummation of any Disposition made pursuant to Section 3.2(b9.5(f) (to the extent pursuant to an Investment permitted by Section 9.3(k) or (n)) or (h) by the Borrower or any Restricted Subsidiary, the Borrower shall immediately repay, by payment to the Administrative Agent for the account of the Revolving Credit Lenders, Extensions of Credit and Cash Collateralize the L/C Obligations in amounts equal to one hundred percent (100%) of the aggregate Net Cash Proceeds received from any such Disposition. Any such payment pursuant to this Section 2.4(b)(v) shall be applied first, to the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third, with respect to any Letters of Credit then outstanding, to Cash Collateralize any L/C Obligations; provided however that if so long as no Default or Event of Default has occurred and is continuing, no prepayments of aggregate Net Cash Proceeds from such repayments Dispositions shall be required hereunder to the extent such Net Cash Proceeds are used to acquire other assets useful in the ordinary course of the business of the Credit Parties within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Credit Parties; provided, however, that any portion of Net Cash Proceeds not actually reinvested within the applicable time period shall be prepaid in accordance with this clause (v). (vi) The Borrower shall make payment to the Administrative Agent for the account of the Revolving Credit Lenders, Extensions of Credit and Cash Collateralize the L/C Obligations in amounts equal to one hundred percent (100%) of the aggregate Net Proceeds from any Insurance and Condemnation Event received by any Credit Party. Any such payment pursuant to this Section 2.4(b)(vi) shall be applied first, to cash collateralize the principal amount of outstanding Swingline Loans, second to the principal amount of outstanding Revolving Credit Loans and third, with respect to any Obligations related to outstanding Letters of Credit last) in then outstanding, to Cash Collateralize any L/C Obligations; provided that so long as no Event of Default has occurred and is continuing, no prepayments of aggregate Net Cash Proceeds from such order as Agent may determine, Insurance and Condemnation Event shall be required hereunder to the extent such Net Cash Proceeds are used to repair or replace the assets subject to Borrowers’ ability to reborrow Revolving Advances such Insurance and Condemnation Event or acquire other assets useful in the ordinary course of the business of the Credit Parties within three hundred sixty (360) days after receipt of such Net Cash Proceeds by the Credit Parties; provided, however, that any portion of Net Cash Proceeds not actually reinvested within the applicable time period shall be prepaid in accordance with the terms hereofthis clause (vi). (2vii) a new Notwithstanding anything in this Agreement to the contrary, no payment required to be made pursuant to this Section 2.20(d2.4(b) shall be added as follows:reduce the Revolving Credit Commitment of any Revolving Credit Lender.

Mandatory Prepayments. Section 2.20 (i) Upon the sale of any Aircraft, Engine or other asset by any Borrower, or upon the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when refinancing of any Indebtedness of any Borrower sells arising from any Loan hereunder or otherwise disposes the refinancing of any Collateral other than Inventory in Indebtedness of any Borrower or Guarantor relating to a loan or advance made (directly or indirectly) with the Ordinary Course proceeds of Businessany UniCapital Revolver Loan, Borrowers the Borrowers, jointly and severally, shall repay immediately pay to the Advances in Agent an amount equal to the net proceeds of such sale (i.e.or refinancing, gross which amount shall be applied by the Agent to reduce outstanding principal and accrued interest on any Loans made to, or for the benefit of, such Borrower. If any net proceeds less the reasonable direct costs of such sales sale or other dispositions)refinancing remain after the repayment in full of all outstanding principal and accrued interest on such Loans, such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such excess proceeds shall be held promptly used by such Borrower to repay any intercompany loans or advances or capital contributions that were made (directly or indirectly) to such Borrower using the proceeds of any UniCapital Revolver Loans and thereafter shall be used by such Borrower in trust for Agent. The foregoing its discretion subject to compliance with the terms of this Agreement and the other Loan Documents. (ii) On and after the Stated Termination Date on which the Revolving Loans are converted to the Term Loan (the "Conversion Date"), the Borrowers, jointly and severally, shall immediately pay over to the Agent all Excess Proceeds (defined below) of any lease with respect to any Financed Aircraft or Engine and all Excess Proceeds of any Carrier Loan Documents, in each case which proceeds are received by any Borrower on or after the Conversion Date; provided that the aggregate amount of Excess Proceeds paid by the Borrowers to the Agent each month pursuant to this sentence with respect to any Financed Aircraft or Engine shall not be deemed exceed one-half of one percent (.50%) of the aggregate outstanding principal amount of all Loans hereunder with respect to be implied consent such Financed Aircraft or Engine (the "Excess Proceeds Limitation"). Such Excess Proceeds (subject to the Excess Proceeds Limitation) with respect to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments lease or Carrier Loan Document shall be applied by the Agent to reduce outstanding principal and accrued and unpaid interest on any Loans made to, or for the benefit of, the Applicable Borrower. If any such Excess Proceeds (subject to the outstanding Advances (xExcess Proceeds Limitation) first, to remain after the repayment in full of all outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuingaccrued interest on such Loans, such repayments Excess Proceeds shall be applied promptly used by such Borrower to cash collateralize repay any Obligations related intercompany loans or advances or capital contributions that were made (directly or indirectly) to outstanding Letters such Borrower using proceeds of Credit last) any UniCapital Revolver Loans and thereafter shall be used by such Borrower in such order as Agent may determine, its discretion subject to Borrowers’ ability to reborrow Revolving Advances in accordance compliance with the terms hereof. of this Agreement and the other Loan Documents. For the purposes of this Section 2.3(b)(ii), "Excess Proceeds" of any lease or Carrier Loan Document shall mean (A) all proceeds of such lease or Carrier Loan Document (excluding security deposits, maintenance reserves, insurance proceeds and other amounts, in each case to the extent such amounts may be required to be repaid by the Applicable Borrower to the Applicable Carrier) less (B) the sum of (1) any interest paid by the Applicable Borrower on Loans hereunder and (2) a new Section 2.20(dany reasonable operating expenses (including without limitation fees payable hereunder and appraisal costs) shall be added as follows:of the Applicable Borrower to the extent actually paid by such Borrower to Persons who are not Affiliates of such Borrower.

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject The Company covenants and agrees that if at any time the sum of the unpaid principal balance of the Revolving Loans and the L/C Obligations outstanding at any one time shall be in excess of the Borrowing Base as then determined and computed, the Company shall immediately and without notice or demand pay over the amount of the excess to Section 7.1 hereofthe Agent for the account of the Lenders as and for a mandatory prepayment on such Obligations, when with each such prepayment first to be applied to the Revolving Credit Notes until payment in full thereof with any Borrower sells remaining balance to be held by the Agent as collateral security for the Obligations owing under the Applications with respect to the Letters of Credit. (b) The Company covenants and agrees that if any time the sum of the unpaid principal balance of the Y2K Revolving Credit Loans, the Revolving Loans, and the L/C Obligations outstanding at any one time shall be in excess of the Y2K Borrowing Base as then determined and computed, the Company shall immediately and without notice or otherwise disposes demand pay over the amount of the excess to the Agent for the account of the Lenders as and for a mandatory prepayment on such Obligations, with each such prepayment first to be applied to the Y2K Revolving Credit Notes until payment in full thereof, then to the Revolving Credit Notes until payment in full thereof, with any Collateral other than Inventory in remaining balance to be held by the Ordinary Course Agent as collateral security for the Obligations owing under the Applications with respect to the Letters of BusinessCredit. (c) Within 90 days after the close of each fiscal year of the Company (commencing with the fiscal year ending September 30, Borrowers 2000), the Company shall repay pay over to the Advances in Agent for the account of the Lenders as and for a mandatory prepayment on the Acquisition Financing/Term Notes an amount equal to 50% of Excess Cash Flow for the net proceeds most recently completed fiscal year, provided that if the Cash Flow Leverage Ratio computed as of such sale the last day of any fiscal quarter and as of the last day of the immediately preceding fiscal quarter (i.e.in each case computed on a rolling four quarter basis) is less than 3.0 to 1.0, gross proceeds less then the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds mandatory prepayment due hereunder for all subsequent fiscal years shall be held in trust for Agentreduced to 25% of Excess Cash Flow. The foregoing shall not be deemed Mandatory prepayments of the Acquisition Financing/Term Notes pursuant to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments this Section 3.7(b) shall be applied first to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans then outstanding (which application shall be made to the most recent Borrowing of Term Loans made to the Company and applied to the several installments thereon in the inverse order of maturity) and then to the maturities Acquisition Financing Loans. (d) The Company covenants and agrees that if at any time the sum of the unpaid principal balance of the Supplemental Revolving Loans then outstanding plus the original principal amount of all Acquisition Financing Loans made hereunder (determined without regard to any subsequent payments of principal thereon) shall be in excess of the maximum permitted amounts thereof as determined under Section 1.5(a)(i) or Section 1.5(a)(ii) hereof, the Company shall immediately and without notice or demand pay over the amount of the excess to the Agent for the account of the Lenders as and for a mandatory prepayment on the Supplemental Revolving Credit Notes. (e) If the Company or any Subsidiary shall at any time or from time to time make or agree to make a Disposition or shall suffer an Event of Loss resulting in Net Cash Proceeds in excess of $1,000,000 in any fiscal year of the Company, then (x) the Company shall promptly notify the Agent of such proposed Disposition or Event of Loss (including the amount of the estimated Net Cash Proceeds to be received by the Company or such Subsidiary in respect thereof, ) and (y) secondpromptly upon, to and in no event later than the outstanding principal installments Business Day after, receipt by the Company or the relevant Subsidiary of the Equipment Loans Net Cash Proceeds of such Disposition or Event of Loss, the Company shall prepay the Acquisition Financing/Term Notes in an aggregate amount equal to 100% of the amount of such Net Cash Proceeds; provided that in the inverse order case of each Disposition or Event of Loss, if the Company states in its notice of such event that the Company or the applicable Subsidiary intends to reinvest, within 180 days of the maturities thereofapplicable Disposition or receipt of Net Cash Proceeds from an Event of Loss, and (z) thirdthe Net Cash Proceeds thereof in assets in a Permitted Line of Business, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if then so long as no Default or Event of Default then or thereafter exists, the Company shall not be required to make a mandatory prepayment under this Section in respect of such Net Cash Proceeds to the extent such Net Cash Proceeds are actually reinvested in such similar assets within such 180 day period. Promptly after the end of such 180 day period, the Company shall notify the Agent whether the Company or such Subsidiary has occurred reinvested such Net Cash Proceeds in assets in a Permitted Line of Business, and is continuingto the extent such Net Cash Proceeds have not been so reinvested, the Company shall promptly prepay the Acquisition Financing/Term Notes in the amount of such repayments Net Cash Proceeds not so reinvested. The amount of each such prepayment shall be applied first to cash collateralize the Term Loans then outstanding (which application shall be made to the most recent Borrowing of Term Loans made to the Company and applied to the several installments thereon in the inverse order of maturity) and then to the Acquisition Financing Loans. The Company acknowledges that its performance hereunder shall not limit the rights and remedies of the Lenders for any Obligations related to outstanding Letters breach of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofany other provisions of this Agreement. (2f) If the Company or any Restricted Subsidiary issues any equity securities in a new public offering or issues at least $5,000,000 of debt securities in a private placement at any time after the date hereof, the Company shall pay to the Agent for the account of the Lenders, as and for a mandatory prepayment on the Acquisition Financing/Term Notes, 50% of any Net Issuance Proceeds (calculated without giving effect to any non-cash proceeds). Mandatory prepayments of the Acquisition Financing/Term Notes made pursuant to this Section 2.20(d) shall be added applied first to the Term Loans then outstanding (which application shall be made to the most recent Borrowing of Term Loans made to the Company and applied to the several installments thereon in the inverse order of maturity) and then to the Acquisition Financing Loans. (g) Notwithstanding anything in this Section 3.7 to the contrary, prior to the final maturity of the relevant Notes, the Company shall not be required to make any prepayment of any LIBOR Portions pursuant to this Section 3.7 until the last day of the Interest Period with respect thereto (provided that, in the case of clause (e), any such cash collateral shall have the same effect as follows:a prepayment of the Loans for purposes of the Senior Subordinated Notes or any issue of Subordinated Debt requiring that Subordinated Debt be retired out of the proceeds of any such Disposition or Event of Loss after giving effect to any mandatory prepayment of the Obligations) so long as (i) no Default or Event of Default then exists or arises until the last day of the applicable Interest Period and (ii) an amount equal to the principal amount of such LIBOR Portions is deposited by the Company in a segregated cash collateral account with the Agent for the benefit of the Lenders to be held in such account on terms reasonably satisfactory to the Agent. The amount held on deposit in such account shall if and when requested by the Company be invested in direct obligations of, or obligations the principal of and interest on which are unconditionally guaranteed by, the United States of America with a remaining maturity of one year or less, or other investments mutually satisfactory to the Company and the Agent. On the last day of such Interest Period, the amount held in such account shall be applied so as to make such prepayment, and except during the continuance of any Default or Event of Default, any balance remaining on deposit in such account after such application shall be remitted to the Company.

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when Immediately upon receipt by the Borrower or any Borrower sells or otherwise disposes of its Subsidiaries of proceeds of any Collateral other than Inventory sale or disposition by the Borrower or such Subsidiary of any of its assets, or proceeds from any casualty insurance policies or eminent domain, condemnation or similar proceedings (excluding proceeds from the sale of assets in the Ordinary Course ordinary course of Businessbusiness, Borrowers proceeds from the sale of obsolete equipment and proceeds from the sale of other assets, from casualty insurance policies, eminent domain, condemnation or similar proceeds, in an aggregate amount not to exceed $5,000,000 in any Fiscal Year and proceeds from casualty insurance policies, eminent domain, condemnation or similar proceeds reinvested in business of the Borrower and its Subsidiaries within three hundred sixty (360) days following receipt thereof), the Borrower shall repay prepay the Advances Obligations in an amount equal to all such proceeds (excluding the proceeds described in the foregoing parenthetical) net proceeds of commissions and other reasonable and customary transaction costs, fees and expenses properly attributable to such sale transaction and payable by such Borrower in connection therewith (i.e.in each case, gross proceeds less paid to non-Affiliates). Any such prepayment shall be applied in accordance with paragraph (c) below. (b) If the reasonable direct costs Borrower or any of such sales its Subsidiaries issues any Indebtedness or equity securities (other dispositions)than Indebtedness permitted under Section 7.1, such repayments equity securities issued to be made promptly but and pledged by a Loan Party pursuant to the Guaranty and Security Agreement and equity securities and options of the Borrower issued in connection with the consummation of a Permitted Acquisition) then no event more later than three (3) the Business Days Day following receipt of such net proceeds, and until the date of paymentreceipt of the proceeds thereof, Borrower shall prepay the Obligations in an amount equal to all such proceeds shall be held proceeds, net of underwriting discounts and commissions and other reasonable costs paid to non-Affiliates in trust for Agentconnection therewith. The foregoing shall not be deemed to be implied consent to any Any such sale otherwise prohibited by the terms and conditions hereof. Such repayments prepayment shall be applied in accordance with paragraph (c) below. (c) Any prepayments made by the Borrower pursuant to the outstanding Advances Sections 2.12(a) or (xb) above shall be applied as follows: first, to Administrative Agent's fees and reimbursable expenses then due and payable pursuant to any of the outstanding Loan Documents; second, to all reimbursable expenses of the Lenders and all fees and reimbursable expenses of the Issuing Bank then due and payable pursuant to any of the Loan Documents, pro rata to the Lenders and the Issuing Bank based on their respective pro rata shares of such fees and expenses; third, to interest and fees then due and payable hereunder, pro rata to the Lenders based on their respective pro rata shares of such interest and fees; fourth, to the principal balance of the Term Loans, until the same shall have been paid in full, pro rata to the Lenders based on their Pro Rata Shares of the Term Loans, and applied to installments of the Term Loans in the inverse order of the maturities thereof, (y) secondmaturity; fifth, to the outstanding principal installments balance of the Equipment Loans Swing Line Loans, until the same shall have been paid in the inverse order of the maturities thereof, and (z) thirdfull, to the remaining Advances Swingline Lender, sixth, to the principal balance of the Revolving Loans (including applied first to Base Rate Loans and then to Eurodollar Loans), until the same shall have been paid in full, pro rata to the Lenders based on their respective Revolving Commitments and seventh, to cash collateralization of all Obligations relating to any outstanding collateralize the Letters of Credit in accordance with Section 2.22(g) in an amount in cash equal to the provisions LC Exposure as of Section 3.2(b)such date plus any accrued and unpaid fees thereon. The Revolving Commitments of the Lenders shall not be permanently reduced by the amount of any prepayments made pursuant to clauses fifth through seventh above, provided however that if no Default or unless an Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow continuing and the Required Revolving Advances in accordance with the terms hereofLenders so request. (2d) a new If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 2.20(d) 2.8 or otherwise, the Borrower shall be added as follows:immediately repay Swingline Loans and Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section

Mandatory Prepayments. Section 2.20 3.3.1. MANDATORY PREPAYMENT FROM PROCEEDS OF SALE, LOSS, DESTRUCTION OR CONDEMNATION OF COLLATERAL. Except as otherwise provided in subsection 6.4.2, if Borrower or any of its Subsidiaries sells any of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(dCollateral (other than Inventory sold in the ordinary course of business), each or if any of the Collateral is lost or destroyed or taken by condemnation, Borrower shall pay to Agent, for the ratable benefit of Lenders, as follows: and when received by Borrower or such Subsidiary a sum equal to the proceeds (1including insurance payments) Section 2.20(a) shall be amended and restated in its entirety as follows: received by Borrower or such Subsidiary from such sale, loss, destruction or condemnation. To the extent that the Collateral sold, lost, destroyed or condemned consists of Equipment or real Property, (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes the aggregate Revolving Loan Commitments and the amount set forth in clause (3) of any Collateral other than Inventory in the Ordinary Course definition of Business, Borrowers Borrowing Base set forth herein shall repay the Advances in be reduced by an amount equal to the net sum of the proceeds of such sale Equipment or Real Property and (i.e., gross proceeds less b) the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments applicable prepayment shall be applied to the outstanding Advances (x) first, to reduce the outstanding principal installments balance of the Term Loans in the inverse order of the maturities thereof, (y) any Seasonal Advance and second, to reduce the outstanding principal installments balance of the other Revolving Credit Loans. To the extent that the Collateral sold, lost, destroyed or condemned consists of Accounts, Inventory or other Property other than Equipment Loans in or real Property, the inverse order applicable prepayment shall be applied first, to reduce the outstanding principal balance of any Seasonal Advance and second, to reduce the outstanding principal balance of the maturities thereofother Revolving Credit Loans. Borrower shall be responsible for any LIBOR breakage fees incurred by any Lender as a result of any prepayments made pursuant to this subsection 3.3; provided, and (z) thirdhowever, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b)that, provided however that if so long as no Default or Event of Default has occurred and exists, if all Loans outstanding at the time of receipt by Borrower of any such proceeds are LIBOR Portions, then Borrower may direct that such proceeds be held by Agent in either a non-interest bearing cash collateral account maintained by Agent or in an investment that is continuing, such repayments shall not a Restricted Investment that is in the possession of Agent to be applied to cash collateralize any Obligations related the payment of principal on the last day of the LIBOR Period applicable to outstanding Letters each LIBOR Portion in the order of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofmaturity. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. (a) If any Indebtedness (other than any Indebtedness permitted to be incurred in accordance with Section 2.20 of 7.2 or Section 7.14, but excluding any Refinancing Debt and any Refinancing Notes (in each case, to the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(dextent the proceeds thereof are applied in accordance with the respective definitions), each as follows: (1) Section 2.20(a) shall be amended and restated incurred by Holdings, the Borrower or any Restricted Subsidiary, the Borrower shall pay an amount equal to 100% of the Net Cash Proceeds of such Indebtedness within one Business Day of the date of receipt thereof to the Administrative Agent to be applied to the Obligations in its entirety as follows:accordance with Section 2.18. (ab) Subject If any of the Borrower or any Restricted Subsidiary shall for its own account receive Net Cash Proceeds from any Asset Sale or Recovery Event then, unless a Reinvestment Notice shall be delivered in respect thereof, the Borrower shall pay an amount equal to 100% of such Net Cash Proceeds within three Business Days of the date of receipt thereof to the Administrative Agent to be applied to the Obligations in accordance with Section 7.1 hereof2.18; provided that notwithstanding the foregoing, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business(i) on each Reinvestment Prepayment Date, Borrowers shall repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less Reinvestment Prepayment Amount with respect to the reasonable direct costs of such sales or other dispositions), such repayments relevant Reinvestment Event shall be paid to the Administrative Agent to be made promptly but applied to the Obligations in no event more than three accordance with Section 2.18 and (3ii) Business Days following receipt of such net proceeds, and until on the date (the “Trigger Date”) that is 180 days after any such Reinvestment Prepayment Date, an amount equal to the portion of payment, any Committed Reinvestment Amount with respect to the relevant Reinvestment Event not actually expended by such proceeds Trigger Date shall be held in trust for Agent. The foregoing shall not be deemed paid to the Administrative Agent to be implied consent applied to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments Obligations in accordance with Section 2.18. (c) Amounts to be applied in connection with prepayments pursuant to Section 2.12 shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof2.18. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. (a) Beginning with the Interest Period ending March 31, 2024, on each Interest Payment Date Borrower shall repay (at par and without premium or penalty) Loans in quarterly installments equal to $30,000,000 in aggregate principal amount. For clarity, no mandatory prepayment pursuant to this Section 2.20 2.7 or otherwise shall offset or reduce the amount payable under this Section 2.7(a). (b) If Borrower or any Restricted Subsidiary shall incur any Indebtedness (other than Permitted Indebtedness), then on the date of such incurrence the Loan Agreement gross proceeds thereof shall be amended by amending applied to repay on a pro rata basis the Loans and other Obligations under this Agreement and the loans and other obligations under the Senior Credit Facility. Any amounts payable in respect to the Loans and Obligations hereunder shall first be applied to interest, fees and Make-Whole Amount or Premium, if any. The provisions of this Section 2.20(a2.7(a) and adding do not constitute a new Section 2.20(dconsent to any the incurrence of any Indebtedness. (c) If Borrower or any Restricted Subsidiary shall receive Net Cash Proceeds from any Asset Sale which, together with the Net Cash Proceeds received for all other Asset Sales (or with respect to a Liquidation of any Additional Hedging Agreement, the Hedge Termination Amount with respect thereto) within any one calendar year exceeds $20,000,000 in the aggregate (such amount, “Excess Proceeds”), each then within three Business Days following receipt thereof, Borrower shall apply such Excess Proceeds as follows: (1i) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject firstly, to Section 7.1 hereofrepay loans under the Senior Credit Facility to the extent required by the terms thereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in an amount equal to the net proceeds amount of the Net Cash Proceeds received therefrom; and (ii) to prepay the principal amount of the Loans together with interest, fees and Make-Whole Amount or Premium, if any, in an amount equal to the remaining amount of the Net Cash Proceeds received therefrom, unless prior to such third Business Day Borrower elects, by written notice delivered to the Agents, to make one or more Qualified Reinvestments with any portion or all of such sale remaining Net Cash Proceeds (i.e.which Qualified Reinvestment must be consummated with 180 Business Days after such receipt of Net Cash Proceeds). (d) Commencing with the fiscal quarter ending March 31, gross proceeds less 2024, Borrower shall prepay outstanding Loans (at par and without premium or penalty) in an aggregate principal amount (if positive) equal to the reasonable direct costs Applicable Percentage of Excess Cash Flow for the fiscal quarter then ended (the “ECF Amount”); provided that the ECF Amount for any fiscal quarter will be reduced to the extent, and solely to the extent, necessary such that, pro forma for the payment of such sales or other dispositions)reduced ECF Amount, such repayments to be made promptly but in no event more the aggregate cash and Cash Equivalents of Borrower and its Restricted Subsidiaries is not less than three (3) Business Days following receipt $100,000,000 as of such net proceeds, and until the date of such payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereof. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. (i) If, at any time or for any reason, the amount of Obligations owed by Borrower to Lenders (i) pursuant to Sections 2.1 is greater than the Dollar limitations set forth in Sections 2.1, (an “Overadvance”) or (ii) pursuant to Section 2.20 2.2 is greater than the Dollar limitations set forth in Section 2.2, Borrower immediately shall pay to Agent, in cash, the amount of such excess, which amount shall be used by Agent to reduce the Obligations in accordance with the priorities set forth in Section 2.4(b). In addition, Borrower hereby promises to pay the Obligations (including principal, interest, fees, costs, and expenses) in Dollars in full to Agent as and when due and payable under the terms of this Agreement and the other Loan Documents. (ii) Immediately upon the receipt by Borrower or any of its Subsidiaries of the Loan Agreement shall be amended proceeds of any Disposition by amending Section 2.20(a) and adding a new Section 2.20(d), each Borrower or any of its Subsidiaries of property or assets (excluding sales or dispositions which qualify as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: Permitted Dispositions under clauses (a) Subject to through (f), (h), or (i) of the definition of Permitted Dispositions), Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances 2.4(f) in an amount equal to 100% of the net Net Cash Proceeds (including insurance proceeds and condemnation awards and payments in lieu thereof) received by such Person in connection with such sales or dispositions; provided that, so long as (A) no Default or Event of Default shall have occurred and is continuing, (B) the Net Cash Proceeds of such Disposition are held in a cash collateral account in which Agent has a perfected first-priority security interest, and (C) Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days after the initial receipt of such monies, Borrower and its Subsidiaries shall have the option to apply such monies to the costs of replacement of the property or assets that are the subject of such sale (i.e.or disposition unless and to the extent that such applicable period shall have expired without such replacement, gross proceeds less the reasonable direct costs of such sales purchase or other dispositions)construction being made or completed, in which case, such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds monies shall be held paid to Agent and applied in trust accordance with Section 2.4(f). Nothing contained in this Section 2.4(e)(ii) shall permit Borrower or any of its Subsidiaries to sell or otherwise dispose of any property or assets other than in accordance with Section 7.4. (iii) Promptly upon the issuance or incurrence by Borrower or any of its Subsidiaries of any Indebtedness (except for AgentIndebtedness permitted under Section 7.1) Borrower shall prepay the outstanding principal amount of the Obligations in accordance with Section 2.4(f) in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such issuance or incurrence. The foregoing provisions of this Section 2.4(e)(iii) shall not be deemed to be implied consent to any such sale issuance or incurrence otherwise prohibited by the terms and conditions hereof. Such repayments of this Agreement. (iv) Promptly upon the issuance by Borrower or any of its Subsidiaries of any Stock (except for (A) the issuance of Stock by Borrower to any Permitted Holder, (B) the issuance of Stock of Borrower to directors, officers and employees of Borrower and its Subsidiaries pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors) Borrower shall be applied to the outstanding Advances (x) first, to prepay the outstanding principal installments amount of the Term Loans Obligations in the inverse order accordance with Section 2.4(f) in an amount equal to 50% of the maturities thereofNet Cash Proceeds received by such Person in connection with such issuance; provided, however, that if the Leverage Ratio of Borrower and its Subsidiaries as of the end of the fiscal quarter most recently ended prior to the date of the issuance of such Stock as to which financial statements were required to be delivered pursuant to this Agreement was equal to or less than 2.0:1.0, then no prepayment in respect of such issuance of Stock shall be required. The provisions of this Section 2.4(e)(iv) shall not be deemed to be implied consent to any such issuance otherwise prohibited by the terms and conditions of this Agreement. (yv) secondWithin 10 days of delivery to Agent of audited annual financial statements pursuant to Section 6.3(b), commencing with the delivery to Agent of the financial statements for Borrower’s fiscal year ended December 31, 2021 or, if such financial statements are not delivered to Agent on the date such statements are required to be delivered pursuant to Section 6.3(b), within 10 days after the date such statements were required to be delivered to Agent pursuant to Section 6.3(b), Borrower shall (A) if such financial statements demonstrate that the Leverage Ratio of Borrower and its Subsidiaries as of the end of such fiscal year was 1.50:1.00 or greater, prepay the outstanding principal installments amount of the Equipment Loans Obligations in the inverse order accordance with Section 2.4(f) in an amount equal to 50% of the maturities thereofExcess Cash Flow of Borrower and its Subsidiaries for such fiscal year, and (zB) thirdif such financial statements demonstrate that the Leverage Ratio of Borrower and its Subsidiaries as of the end of such fiscal year was less than 1.50:1.0, then no prepayment shall be required. The foregoing to the contrary notwithstanding, at Agent’s election, in its sole and absolute discretion, if the remaining Advances (including cash collateralization amount of all Obligations relating the capital expenditures projected to any outstanding Letters be made during such fiscal year exceeds the remaining amount of Credit in accordance with the provisions of Section 3.2(b)Delayed Draw Term Loan Commitments at such time, provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as then Agent may determine, subject permit Borrower to Borrowers’ ability reduce the amount of the mandatory prepayment that would otherwise be due and payable pursuant to reborrow Revolving Advances in accordance with this Section 2.4(e)(v) to the terms hereofextent of such excess (but not to an amount that is less than $0). (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 (a) If and to the extent that the aggregate principal amount outstanding on any date hereunder shall exceed the aggregate amount of the Loan Commitments hereunder on such date, the Borrower shall pay or prepay for the ratable accounts of the Lenders so much of the principal amount outstanding under this Agreement as shall be amended by amending necessary in order that the principal amount outstanding (after giving effect to such prepayment) will not exceed the amount of Commitments on such date, together with (i) accrued interest to the date of such prepayment on the principal amount repaid or prepaid and (ii) in the case of prepayments of Eurodollar Rate Advances, any amount payable to the Lenders pursuant to Section 2.20(a9.04(b). (b) and adding a new Section 2.20(dAll prepayments required to be made pursuant to subsection (a), each as followsabove, shall be applied by the Agent: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when any Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (3) Business Days following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (xi) first, to the outstanding principal installments prepayment in whole or ratably in part of the Term Loans in the inverse order principal amount of the maturities thereof, all outstanding Alternate Base Rate Advances (ywithout reference to minimum dollar requirements); (ii) second, to the outstanding principal installments prepayment in whole or ratably in part of the Equipment Loans in the inverse order principal amount of the maturities thereof, and all outstanding Eurodollar Rate Advances (zwithout reference to minimum dollar requirements); and (iii) third, to the remaining Advances (including cash collateralization of all Obligations relating LC Outstandings by depositing such amounts in a special interest-bearing escrow account maintained by the Agent at the Agent's office and pledged to any outstanding Letters the Agent for the benefit of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred Lenders pursuant to documentation reasonably satisfactory to the Borrower and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofAgent. (2c) In lieu of prepaying any Eurodollar Rate Advances under any provision (other than Sections 2.14 and 7.02) of this Agreement, the Borrower may, upon notice to the Agent, deliver such funds to the Agent, to be held as additional cash collateral securing the obligations hereunder and under the Notes. The Agent shall deposit all amounts delivered to it in a new Section 2.20(d) non-interest-bearing special purpose cash collateral account, to be governed by a cash collateral agreement in form and substance satisfactory to the Borrower and the Agent, and shall apply all such amounts in such account against such Advances, and such Advances shall be added as follows:deemed prepaid, on the last day of the Interest Period therefor. The Agent shall promptly notify the Lenders of any election by the Borrower to deliver funds to the Agent under this subsection (c).

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject The Borrower shall prepay the outstanding Term Loans in the amount designated for transfer to the Administrative Agent for application to the prepayment of the Term Loans pursuant to Section 7.1 hereof2.7.3(a) of the Securities ---------------- Accounts Agreement (and such prepayment shall, when any Borrower sells or otherwise disposes of any Collateral other than Inventory notwithstanding anything to the contrary in the Ordinary Course of BusinessSecurities Accounts Agreement or otherwise, Borrowers shall repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments be required to be made promptly but in no event more than three such amount notwithstanding that there may be insufficient funds then on deposit in the Revenue Account to do so). (3b) Business Days following receipt On each Principal Payment Date, the Borrower shall prepay the outstanding Term Loans in the amount designated for transfer to the Administrative Agent for application to the prepayment of the Term Loans pursuant to Section 2.7.4(a) of the Securities Accounts Agreement (and such net proceeds---------------- prepayment shall, notwithstanding anything to the contrary in the Securities Accounts Agreement or otherwise, be required to be made in such amount notwithstanding that there may be insufficient funds then on deposit in the Revenue Account to do so). (c) The Borrower shall prepay the outstanding Term Loans in the amount designated for transfer to the Administrative Agent for application to the prepayment of the Term Loans pursuant to Sections 2.22.3(a), 2.23.3, and until ------------------ ------ 2.24.3(a) of the Securities Accounts Agreement (and such prepayment shall, --------- notwithstanding anything to the contrary in the Securities Accounts Agreement or otherwise, be required to be made in such amount notwithstanding that there may be insufficient funds then on deposit in the Sales and Issuances Proceeds Account to do so). (d) The Borrower shall prepay the outstanding Term Loans in the amount designated for transfer to the Administrative Agent for application to the prepayment of the Term Loans pursuant to Sections 2.19.3(c) and 2.19.3(d) of the ------------------ --------- Securities Accounts Agreement (and such prepayment shall, notwithstanding anything to the contrary in the Securities Accounts Agreement or otherwise, be required to be made in such amount notwithstanding that there may be insufficient funds then on deposit in the Casualty Proceeds Account to do so). (e) The Borrower shall prepay the outstanding Working Capital Loans in the amount designated for transfer to the Administrative Agent for application to the prepayment of the Working Capital Loans pursuant to Section 2.1.4 of the ------------- Securities Accounts Agreement. (f) Mandatory prepayments shall be accompanied by accrued interest to the extent required by Section 2.12, and each mandatory prepayment described in ------------ this Section shall be of a principal amount of Term Loans such that the amount designated for transfer to the Administrative Agent for application to the prepayment of Term Loans is sufficient to pay such principal amount plus accrued interest thereon to the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed prepayment. (g) Fifty percent of each mandatory prepayment of the Term Loans made pursuant to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments this Section 2.10 shall be applied to the outstanding Advances (x) first, to installments thereof in ------------ the outstanding principal installments direct order of maturity thereof and fifty percent of each mandatory prepayment of the Term Loans made pursuant to this Section 2.10 be applied to ------------ the installments thereof in the inverse order of maturity thereof (in each case, pro rata according to respective outstanding principal amounts among the maturities thereofthen outstanding Tranche A-1 Term Loans and Tranche A-2 Term Loans). (h) Upon making a mandatory prepayment pursuant to this Section, the Borrower shall have the right (yi) secondfirst, to apply such prepayment to the outstanding principal installments ABR Loans and to any and all Eurodollar Loans having Interest Period(s) ending on the date of such prepayment and (ii) then, with respect to Eurodollar Loans having Interest Period(s) ending on a day other than the date of such prepayment, to deposit cash in a cash collateral account, on terms and subject to documentation reasonably satisfactory to the Administrative Agent, sufficient to prepay in full such Eurodollar Loans (together with accrued interest thereon) at the end of the Equipment Loans applicable Interest Period(s). Any amounts so deposited shall be held in the inverse order of the maturities thereof, a cash collateral account and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to the prepayment of the applicable Eurodollar Loans at the end of the current Interest Periods applicable thereto. The Administrative Agent shall invest funds in any such cash collateralize any Obligations related to outstanding Letters of Credit last) collateral account in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofovernight investments constituting Permitted Investments. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject to Section 7.1 hereof, when When any Borrower Credit Party sells or otherwise disposes of any Collateral Collateral, other than Inventory in the Ordinary Course ordinary course of Businessbusiness, Borrowers shall offer to Agent in writing to repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments offer to repay the Advances to be made promptly but in no event more than three one (31) Business Days Day following receipt of such net proceeds. If the Requisite Lenders decide (in their sole and absolute discretion) to accept such offer to prepay the Advances they shall so notify the Borrowing Agent in writing and within one (1) Business Day following Borrowing Agent's receipt of such notice, the Borrowers shall repay (or cause to be repaid) the Advances in an amount equal to the net proceeds of such sale, and until the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit in accordance with the provisions of Section 3.2(b), provided however that if no Default or Event of Default has occurred and is continuing, such repayments shall be applied to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ' ability to reborrow Revolving Advances in accordance with the terms hereof. (2b) a new Subject to the provisions of Section 2.20(d4.11, Agent shall apply the proceeds of any insurance settlements from casualty losses which are received by Agent, to the Advances in such order as Agent may determine, subject to Borrowers' ability to reborrow Revolving Advances in accordance with the terms hereof. (c) If any Credit Party receives any proceeds from the issuance of Equity Interests or from the issuance or incurrence of any Indebtedness (other than Indebtedness permitted under Section 7.8), Borrowers shall offer to Agent in writing to repay the Advances in an amount equal to the net proceeds of such issuance (i.e., gross proceeds less the reasonable costs of such sales or issuances), such offer to repay to be made promptly but in no event more than one (1) Business Day following receipt of such net proceeds. If the Requisite Lenders decide (in their sole and absolute discretion) to accept such offer to prepay the Advances, Agent shall so notify the Borrowing Agent in writing and within one (1) Business Day following Borrowing Agent's receipt of such notice the Borrowers shall repay (or cause to be repaid) the Advances in an amount equal to the net proceeds of such sale or issuance, and until the date of payment, such proceeds shall be added held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale or issuance otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the Advances in such order as follows:Agent may determine, subject to Borrowers' ability to reborrow Revolving Advances in accordance with the terms hereof.

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject If on any date (after giving effect to Section 7.1 hereofany other payments on such date) the sum of (i) the aggregate outstanding principal amount of PF Loans PLUS (ii) the aggregate amount of Letter of Credit Outstandings, when any exceeds the Total PF Commitment as then in effect, the Borrower sells or otherwise disposes shall prepay on such date that principal amount of any Collateral other than Inventory PF Loans and, after PF Loans have been paid in the Ordinary Course of Businessfull, Borrowers shall repay the Advances Unpaid Drawings, in an aggregate amount equal to such excess. If, after giving effect to the net prepayment of PF Loans and Unpaid Drawings, the aggregate amount of Letter of Credit Outstandings exceeds the Total PF Commitment as then in effect, the Borrower shall pay to the Administrative Agent an amount in cash and/or Cash Equivalents equal to such excess and the Administrative Agent shall hold such payment as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Administrative Agent and the Borrower until the proceeds are applied to the secured obligations). (b) If on any date (after giving effect to any other payments on such date) the sum of such sale (i.e.i) the aggregate outstanding principal amount of Loans, gross proceeds less PLUS (ii) the reasonable direct costs Letter of such sales Credit Outstandings, PLUS (iii) the Aggregate Measured Swap Credit Risk (if any) of all Designated Interest Rate Agreements, EXCEEDS the lesser of (A) the Aggregate Borrowing Base then in effect, or other dispositions(B) the sum of (x) 65% of the fair market value of the Eligible Real Estate constituting a part of the Mortgaged Property hereunder on the Initial Borrowing Date, as determined on the basis of the appraisals referred to in section 5.1(v), and (y) 65% of the Appraised Value of any Additional Property or Substitute Property, determined for any such repayments Property as of the date such Property becomes a Mortgaged Property hereunder in compliance with section 7.17, as determined on the basis of the appraisal with respect thereto referred to in section 7.17, the Borrower shall prepay on such date that principal amount of Loans and, after all Loans have been paid in full, Unpaid Drawings, in an aggregate amount equal to such excess. Any such prepayment of Loans shall be so applied as a mandatory prepayment of principal of (x) FIRST, the then outstanding SF Loans and (y) SECOND, once no SF Loans remain outstanding, the then outstanding PF Loans. If, after giving effect to the prepayment of Loans and Unpaid Drawings, the aggregate amount of Letter of Credit Outstandings exceeds the Total PF Commitment as then in effect, the Borrower shall pay to the Administrative Agent an amount in cash and/or Cash Equivalents equal to such excess and the Administrative Agent shall hold such payment as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be made promptly but entered into in no event more than three form and substance reasonably satisfactory to the Administrative Agent and the Borrower (3which shall permit certain investments in Cash Equivalents satisfactory to the Administrative Agent and the Borrower until the proceeds are applied to the secured obligations). (c) Business Days following receipt of such net proceedsPromptly, and until in any event not later than the third Business Day following the date of payment, such proceeds shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited receipt thereof by the terms and conditions hereof. Such repayments Borrower of the cash proceeds from any payment or prepayment of the principal of, or other realization upon the principal of, the Pledged Note, an amount not in excess of the amount so received, up to a cumulative aggregate amount of $6,000,000, shall be applied as a mandatory prepayment of principal of the then outstanding SF Loans. After the SF Loans are no longer outstanding and the Total SF Commitment has been terminated, the Borrower may retain any such amounts so received if the Pledge Agreement has been terminated in accordance with its terms. (d) On the date of the receipt thereof by the Borrower, the Borrower shall apply, as a mandatory prepayment of principal of the then outstanding SF Loans, such portion (but not in excess of 100%) of each amount of the cash proceeds received by the Borrower (net of underwriting discounts and commissions, placement and advisory fees, and other customary fees, costs and expenses associated therewith) from any sale or issuance of equity by the Borrower after the Initial Borrowing Date in an underwritten public offering or private placement with investors (other than any sale or issuance to management or employees). After the SF Loans are no longer outstanding Advances and the Total SF Commitment has been terminated, the Borrower may retain any such amounts so received. (xe) first, to On the date of which a Change of Control occurs the then outstanding principal installments amount of the Term Loans all Loans, if any, shall become due and payable and shall be prepaid in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereoffull, and the Borrower shall contemporaneously either (zi) third, to the remaining Advances (including cash collateralization of cause all Obligations relating to any outstanding Letters of Credit in accordance with the provisions to be surrendered for cancellation (any such Letters of Section 3.2(bCredit to be replaced by letters of credit issued by other financial institutions), provided however or (ii) the Borrower shall pay to the Administrative Agent an amount in cash and/or Cash Equivalents equal to 100% of the Letter of Credit Outstandings and the Administrative Agent shall hold such payment as security for the obligations of the Borrower hereunder pursuant to a cash collateral agreement to be entered into in form and substance reasonably satisfactory to the Administrative Agent and the Borrower (which shall permit certain investments in Cash Equivalents satisfactory to the Administrative Agent and the Borrower until the proceeds are applied to the secured obligations). (f) With respect to each prepayment of Loans required by this section 4.2, the Borrower shall designate the Types of Loans which are to be prepaid and the specific Borrowing(s) pursuant to which such prepayment is to be made, PROVIDED that (i) the Borrower shall first so designate all Loans that are Base Rate Loans and Eurodollar Loans with Interest Periods ending on the date of prepayment prior to designating any other Eurodollar Loans for prepayment, (ii) if no Default or Event the outstanding principal amount of Default has occurred Eurodollar Loans made pursuant to a Borrowing is reduced below the applicable Minimum Borrowing Amount as a result of any such prepayment, then all the Loans outstanding pursuant to such Borrowing shall be converted into Base Rate Loans, and is continuing, such repayments (iii) each prepayment of any Loans made pursuant to a Borrowing shall be applied to cash collateralize any Obligations related to outstanding Letters PRO RATA among such Loans. In the absence of Credit last) a designation by the Borrower as described in such order as the preceding sentence, the Administrative Agent may determineshall, subject to Borrowers’ ability the above, make such designation in its sole discretion with a view, but no obligation, to reborrow Revolving Advances in accordance with the terms hereofminimize breakage costs owing under section 1.11. (2) a new Section 2.20(d) shall be added as follows:

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject On the next occurring Payment Date following the date on which Administrative Agent shall receive any Net Proceeds Prepayment that Administrative Agent is entitled to apply in accordance with this Section 2.4.2 and not otherwise make available or deliver to Borrower pursuant to Section 7.1 hereof6.4, when any Borrower sells shall prepay or otherwise disposes authorize Administrative Agent to apply, for the account of any Collateral other than Inventory in Lender, such Net Proceeds Prepayment as a prepayment of all or a portion of the Ordinary Course of Business, Borrowers shall repay the Advances Outstanding Loan Amount in an amount equal to the net proceeds aggregate of such sale (i.e.1) the Net Proceeds Prepayment up to an amount equal to the Release Amount for the affected Individual Property, gross proceeds less the reasonable direct costs of such sales or other dispositions), such repayments to be made promptly but in no event more than three (2) intentionally omitted and (3) Business Days following receipt the actual reasonable costs of Administrative Agent and/or Lender in connection with such net proceedsprepayment to the extent such amounts are not paid to Lender in accordance with Article VI hereof, and until excluding any Breakage Costs (collectively, the date “Mortgage Mandatory Prepayment Amount”). Amounts paid to or applied by Administrative Agent, for the account of paymentLender, such proceeds as a Mortgage Mandatory Prepayment Amount shall first be held in trust for Agent. The foregoing shall not be deemed applied to amounts required to be implied consent paid by Borrower to any such sale otherwise prohibited by Lender pursuant to clause (3) above and then to the terms amounts set forth in clauses (1) and conditions (2) on a pro rata and pari passu basis, in each case subject to Section 11.12 hereof. Such repayments Except during the continuance of an Event of Default, any Net Proceeds Prepayment in excess of the Mortgage Mandatory Prepayment Amount applied pursuant to this Section 2.4.2 shall be applied to the outstanding Advances as follows: (xA) first, to the outstanding principal installments of Mezzanine Lender, in an amount equal to the Term Loans in the inverse order of the maturities thereof, (y) secondMezzanine Mandatory Prepayment Amount, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit be applied in accordance with the provisions Mezzanine Loan Documents and (B) lastly, to Borrower. During the continuance of Section 3.2(b), provided however that if no Default or an Event of Default has occurred and is continuingDefault, Administrative Agent may apply, for the account of Lender, such repayments Net Proceeds Prepayment to the Debt (until paid in full) in any order or priority as Administrative Agent may determine in its sole discretion. No spread maintenance premium or other premium or penalty shall be due in connection with any prepayment made pursuant to this Section 2.4.2. The Release Amount for the Individual Property with respect to which such Net Proceeds Prepayment was applied shall be reduced by an amount equal to the principal portion of such prepayment applied to cash collateralize the Loan; provided, that, nothing herein shall be construed to reduce the aggregate Release Amount for any Obligations related other Individual Property required to outstanding Letters be paid to Administrative Agent for the account of Credit lastLender prior to obtaining a release of the applicable Individual Property. Administrative Agent shall provide to Borrower, upon ten (10) days’ prior notice, (i) a release of the Individual Property if (A) at any time the Release Amount is reduced to zero, together with such additional documents and instruments evidencing or confirming the release as the Borrower shall reasonably request, or (B) Administrative Agent is required to deliver such release pursuant to a court order issued in such order as Agent may determine, connection with a Condemnation or (ii) a release of the portion of an Individual Property that is subject to Borrowers’ ability a Condemnation. (b) As provided in Section 6.4(f) hereof, each Casualty/Condemnation Prepayment tendered by Borrower to reborrow Revolving Advances Administrative Agent, for the account of Lender, in accordance with said Section 6.4(f) shall be in the terms hereofamount of the Release Amount in respect of the applicable Individual Property. No spread maintenance premium or other penalty or premium shall be due in connection with any such Casualty/Condemnation Prepayment. (2c) In connection with any release under this Section 2.4.2, in the event that such release would result in an Individual Borrower being an Unencumbered Borrower (but subject at all times to the penultimate sentence of Section 2.6.1(f)), such Unencumbered Borrower shall automatically be released by Administrative Agent and Lender from the obligations of the Loan Documents in accordance with Section 2.6.1(f), except with respect to those obligations and liabilities which expressly survive the repayment of the Loan pursuant to any Loan Document. Administrative Agent agrees to deliver (i) a new Section 2.20(dUCC-3 financing statement termination or amendment releasing ▇▇▇▇▇▇’s security interest in the collateral pledged to Administrative Agent relating to each Unencumbered Borrower, and (ii) instruments executed by Administrative Agent reasonably necessary to evidence the release or cancellation of each Unencumbered Borrower from its obligations under the Loan Documents. All reasonable costs and expenses incurred by Administrative Agent in connection with such release shall be added as follows:paid by Borrower.

Mandatory Prepayments. Section 2.20 of the Loan Agreement shall be amended by amending Section 2.20(a) and adding a new Section 2.20(d), each as follows: (1) Section 2.20(a) shall be amended and restated in its entirety as follows: (a) Subject If at any time the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, as reduced pursuant to Section 7.1 hereof2.9 or otherwise, when any the Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrowers shall immediately repay the Advances Swingline Loans and Revolving Loans in an amount equal to such excess, together with all accrued and unpaid interest on such excess amount and any amounts due under Section 2.20. Each prepayment shall be applied first to the net proceeds Swingline Loans, to the full extent thereof, second to the Base Rate Loans to the full extent thereof, third to Index Rate Loans to the full extent thereof and finally to Eurocurrency Loans to the full extent thereof. If after giving effect to prepayment of all Swingline Loans and Revolving Loans, the Revolving Credit Exposure of all Lenders exceeds the Aggregate Revolving Commitment Amount, the Borrower shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and for the benefit of the Issuing Bank and the Lenders, an amount in cash equal to such excess plus any accrued and unpaid fees thereon to be held as collateral for the LC Exposure. Such account shall be administered in accordance with Section 2.23(g) hereof. The Administrative Agent may, at any time and from time to time after the initial deposit of such sale (i.e.cash collateral, gross proceeds less request that additional cash collateral be provided in order to protect against the reasonable direct costs results of such sales or other dispositions), such repayments further exchange rate fluctuations to the extent reasonably determined by the Administrative Agent to be made promptly but necessary, so long as such changes are generally adopted by the Administrative Agent in no event more than three similar credit facilities extended to similarly situated Persons. (3b) The Administrative Agent shall notify the Borrower at any time that the sum of the aggregate outstanding amount of all Revolving Loans and LC Exposure, in each case, denominated in Alternative Currencies at such time exceeds an amount equal to 105% of the Alternative Currency Sublimit then in effect, and, within five (5) Business Days following after receipt of such net proceedsnotice, the Borrower shall prepay Loans or shall deposit in an account with the Administrative Agent, in the name of the Administrative Agent and until for the date benefit of paymentthe Issuing Bank and the Lenders, such proceeds an amount in cash equal to the excess of the sum of the aggregate outstanding amount of all Revolving Loans and LC Exposure, in each case, denominated in Alternative Currencies (including any accrued and unpaid fees thereon) over the amount that is 100% of the Alternative Currency Sublimit then in effect (without reduction of the same) to be held as collateral for the LC Exposure. Such account shall be held in trust for Agent. The foregoing shall not be deemed to be implied consent to any such sale otherwise prohibited by the terms and conditions hereof. Such repayments shall be applied to the outstanding Advances (x) first, to the outstanding principal installments of the Term Loans in the inverse order of the maturities thereof, (y) second, to the outstanding principal installments of the Equipment Loans in the inverse order of the maturities thereof, and (z) third, to the remaining Advances (including cash collateralization of all Obligations relating to any outstanding Letters of Credit administered in accordance with Section 2.23(g) hereof. The Administrative Agent may, at any time and from time to time after the provisions initial deposit of Section 3.2(b)such cash collateral, request that additional cash collateral be provided however that if no Default or Event in order to protect against the results of Default has occurred and is continuingfurther exchange rate fluctuations to the extent reasonably determined by the Administrative Agent to be necessary, so long as such repayments shall be applied changes are generally adopted by the Administrative Agent in similar credit facilities extended to cash collateralize any Obligations related to outstanding Letters of Credit last) in such order as Agent may determine, subject to Borrowers’ ability to reborrow Revolving Advances in accordance with the terms hereofsimilarly situated Persons. (2) a new Section 2.20(d) shall be added as follows: