Common use of Mandatory Prepayments Clause in Contracts

Mandatory Prepayments. (i) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions), the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) On In the date of receipt by any Credit Party or any of their Subsidiaries event of any net cash proceeds in excess Casualty Event, an amount, inclusive of $200,000 in any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)amount of the principal being prepaid) and fees then due and owing, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the date of receipt Net Cash Proceeds received by any Credit Party Obligor or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceedsits Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (or event or circumstance that, with the passage 180) days after receipt of timesuch Net Cash Proceeds, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on Obligors may apply the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries Net Cash Proceeds of any net cash proceeds in excess of casualty policy up to, but not exceeding $5,000,000 4,000,000 for all losses in the aggregate during the term of this Agreement from toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a capital contribution by security interest under the Security Documents. (ii) In the event any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party Obligor or any of their Subsidiariesits Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the Borrower shall prepay amount of the Notes as set forth in Section 2.3(eprincipal being prepaid) in an aggregate amount and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such net cash proceedsPerson. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) On In the date of receipt by event any Credit Party Obligor or any of their its Subsidiaries of consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted IndebtednessPrepayment Premium) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 10075% of the Net Partnership Agreement Proceeds received by such net cash proceedsObligor in connection with such Asset Sale. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess.

Mandatory Prepayments. (i) On In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Restricted Subsidiary in respect of any Prepayment Event following the Funding Date, the Borrower shall, on the day such Net Proceeds are received (or, in the case of a Prepayment Event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” within three Business Days after such Net Proceeds are received), prepay Term Loans in an amount equal to 100.0% of such Net Proceeds; provided that, in the case of any event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” if the Borrower shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 365 days after receipt by of such Net Proceeds to acquire real property, equipment or other tangible assets to be used in the business of the Borrower or the Restricted Subsidiaries, or to consummate any Credit Party Permitted Acquisition (or any other acquisition of their Subsidiaries all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person) permitted hereunder, and certifying that no Unmatured Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any net cash proceeds in excess such Net Proceeds that have not been so applied by the end of $200,000 in such 365-day period (or within a period of 180 days thereafter if by the aggregate during any Fiscal Year from any Asset Sales (end of such initial 365-day period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such real property, equipment or other than tangible assets, or to consummate such Permitted DispositionsAcquisition or other acquisition, with such Net Proceeds), the Borrower at which time a prepayment shall prepay the Notes as set forth in Section 2.3(e) be required in an aggregate amount equal to 100% the Net Proceeds that have not been so applied (and no prepayment shall be required to the extent the aggregate amount of such net cash proceedsNet Proceeds that are not reinvested in accordance with this Section does not exceed $5,000,000 in any fiscal year); provided, further that to the extent any such Net Proceeds shall be received in respect of assets owned by a Loan Party, such Net Proceeds may be reinvested only in assets owned by a Loan Party or, in the case of a Permitted Acquisition or other acquisition, by any Person that shall become a Subsidiary Guarantor upon the consummation thereof (other than, in each case, Equity Interests in Foreign Subsidiaries, except to the extent such Net Proceeds shall have resulted from the sale of Equity Interests in one or more Foreign Subsidiaries). (ii) On In the date event that the Borrower has Excess Cash Flow for any fiscal year of receipt by any Credit Party or any of their Subsidiariesthe Borrower, or commencing with the Agent as loss payeefiscal year ending September 30, of any net cash proceeds from any Destruction or Taking2016, the Borrower shall shall, not later than ninety (90) days following the end of such fiscal year, prepay the Notes as set forth in Section 2.3(e) Term Loans in an aggregate amount equal to 100% the excess of (x) an amount equal to the ECF Percentage multiplied by Excess Cash Flow for such net cash proceeds; provided, so long as no Event fiscal year over (y) the amount of Default prepayments of Term Loans pursuant to Section 2.04(a)(i) during such fiscal year (or event or circumstance that, other than any such prepayment made with the passage proceeds of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereofIndebtedness). (iii) On Prior to any optional or mandatory prepayment of Term Loan Advances under this Section, the date Borrower shall, subject to the next sentence, specify the Term Loan Advance or Term Loan Advances to be prepaid in the notice of receipt by any Credit Party or any of their Subsidiaries such prepayment. In the event of any net cash proceeds in excess mandatory prepayment of $5,000,000 in the aggregate during the term of this Agreement Term Loan Advances from a capital contribution by any Person Prepayment Event under clauses (other than an Elevate Credit Subsidiarya) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiaryb) of any Equity Interests the definition thereof made at a time when Term Loan Advances of any Credit Party or any of their Subsidiariesmore than one Class remain outstanding, the Borrower shall prepay select Term Loan Advances to be prepaid so that the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceedsprepayment is allocated among the Term Loan Advances pro rata based on the aggregate principal amounts of outstanding Term Loans of each such Class; provided that to the extent provided in the relevant Incremental Term Loan Amendment or Extension Agreement, any Class of Incremental Term Loans or Extended Term Loans may be paid on a pro rata basis or less than pro rata basis with any other Class of Term Loans. Any prepayment of Loans from a Prepayment Event described in clause (c) of the definition of “Prepayment Event” shall be applied to the Class or Classes of Loans selected by the Borrower. (iv) On Notwithstanding the date of receipt foregoing, any Term Lender may elect, by any Credit Party notice to the Administrative Agent by telephone (confirmed by hand delivery or facsimile) at least one Business Day (or such shorter period as may be established by the Administrative Agent) prior to the required prepayment date, to decline all or any of their Subsidiaries portion of any net cash proceeds from the incurrence prepayment of any Indebtedness its Term Loans pursuant to this Section 2.04 (other than with respect an optional prepayment pursuant to Permitted Indebtednessparagraph (a) of any Credit Party this Section or any a prepayment pursuant to clause (c) of their Subsidiariesthe definition of “Prepayment Event,” which may not be declined), in which case the aggregate amount of the payment that would have been applied to prepay Loans but was so declined may be retained by the Borrower and shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceedsconstitute “Declined Proceeds.” (v) On The Borrower shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of any optional prepayment and, to the extent practicable, any mandatory prepayment hereunder (A) in the case of prepayment of a Eurodollar Rate Loan, not later than 11:00 a.m., New York City time, three Business Days before the date of receipt by any Credit Party prepayment or any (B) in the case of their Subsidiaries prepayment of any Extraordinary Receiptsa Floating Rate Loan, not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the Borrower shall prepay principal amount of each Advance or portion thereof to be prepaid and, in the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% case of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitmenta mandatory prepayment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the reasonably detailed calculation of the amount of such prepayment; provided that a notice of prepayment of Advances pursuant to paragraph (a) of this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result Class of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional contents thereof. Each partial prepayment of all the Notes any Advance shall be in an amount equal to such excess (or applicable percentage thereof), and that would be permitted in the Borrower shall concurrently therewith deliver to the Agent a certificate case of an authorized officer thereof demonstrating advance of an Advance of the derivation same Type as provided in Section 2.02, except as necessary to apply fully the required amount of such excess.a mandatory

Mandatory Prepayments. (i) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions), the Borrower shall prepay the Notes Loans in amounts as set forth provided below, plus the Prepayment Premium on the principal amount of the Loans being prepaid (calculated in accordance with Section 2.3(e3.03(a)(ii), it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), plus any accrued but unpaid interest and fees then due and owing, as follows: (i) in In the event of any Casualty Event, an aggregate amount equal to 100% of the Net Cash Proceeds received by any Obligor with respect thereto; provided, however, so long as no Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such net cash proceedsNet Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy up to $1,000,000 with respect to any loss, but not exceeding $2,000,000 in the aggregate for all losses under all casualty policies during the term of this Agreement, toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) On In the date of receipt event any Obligor incurs Indebtedness other than Indebtedness that is permitted by any Credit Party or any of their SubsidiariesSection 9.01 hereof, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of the Net Cash Proceeds thereof received by such net cash proceedsObligor. For the avoidance of doubt, any partial prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(i)), 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale; provided, however, so long as no Event Default has occurred and is continuing, within one hundred eighty (180) days after receipt of Default (or event or circumstance that, with the passage of timesuch Net Cash Proceeds, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply Obligors may use such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of Net Cash Proceeds not exceeding $5,000,000 500,000 in the aggregate for all Asset Sales during the term of this Agreement from a capital contribution by Agreement, to purchase, replace, repair or restore properties or assets used in the Obligors’ businesses; provided, further, that any Person (other than an Elevate Credit Subsidiary) tosuch purchased, replaced, repaired or restored property shall be Collateral in which the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, Administrative Agent for the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment benefit of the Notes Lenders has been granted a security interest under the Security Documents. For the avoidance of doubt, any partial prepayment made pursuant to this Section 2.3(b)3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation express consent of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessMajority Lenders.

Mandatory Prepayments. On the next Business Day following the Company consummating any public or private offering or any other issuance of any Capital Stock or any other issuance of any Capital Stock (other than any issuance of Common Stock to the general public), Stock Equivalents or of any other Securities or Indebtedness (including entering into any Equity Line of Credit or issuing any Variable-Priced Equity-Linked Instrument) or any other debt or equity financing or capital-raising transaction of any kind (each a “Subsequent Offering”) on any date other than the Maturity Date, the Company shall, subject to the Holder’s conversion rights set forth herein, pay to the Holder in cash an amount equal to (i) On in the case of a Subsequent Offering other than an Equity Line of Credit, 25% of the net proceeds of such Subsequent Offering and (ii) in the case of Subsequent Offering that is an Equity line of Credit, 17.5% of the net proceeds, to repay the Obligations (a “Mandatory Prepayment Amount”). The Mandatory Prepayment Amount shall not be subject to the Cash Payment Fee. The Company shall provide notice to the Holder of the closing of such Subsequent Offering, including the expected net proceeds thereof, not later than the 10th day preceding the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions), the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% consummation of such net cash proceeds. (ii) On Subsequent Offering, which notice shall be irrevocable and constitute an agreement to pay the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing Mandatory Prepayment Amount on the date of receipt thereof or caused thereby, consummation of such Subsequent Offering. The Holder may continue to convert the Borrower shall have the option principal amounts to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On be prepaid under this Note until the date of receipt by any Credit Party or any consummation of their Subsidiaries of any net cash proceeds such Subsequent Offering; provided, that, if the Company does not provide such notice, in excess of $5,000,000 in addition to all other remedies provided under the aggregate during the term of Transaction Documents for failure to comply with this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their SubsidiariesNote, the Borrower shall prepay Holder may convert the Notes as set forth Note in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceedssuch payment and, in its sole discretion, either return such payment or apply such payment to other outstanding Obligations, if any. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result terms of the conversion Subsequent Offering do not provide for the repayment in cash in full of non-cash proceeds into cash)all outstanding Obligations, the Borrower shall promptly make Holder may choose, in its sole discretion, to adjust the Conversion Price to match the price of the Common Stock issued or implied by such Subsequent Offering. This Section 2(b) is merely a requirement to redeem this Note and not an additional prepayment of all authorization to consummate any Subsequent Offering otherwise prohibited by the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessTransaction Documents.

Mandatory Prepayments. Mandatory partial principal payments shall be due from time to time if, (i) On due to any reduction in the date of receipt Unencumbered Pool Value or in the Adjusted Unencumbered NOI, whether by an Unencumbered Property failing to continue to satisfy the requirement for qualification as an Eligible Unencumbered Property or by a reduction in the Unencumbered Pool Value or the Adjusted Unencumbered NOI attributable to any Credit Party or any of their Subsidiaries of any net cash proceeds Unencumbered Property, the Outstanding Facility Amount shall be in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales maximum amount permitted under clauses (other than Permitted Dispositions), the Borrower shall prepay the Notes as set forth in e) or (f) of Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. 6.17 or (ii) On without limiting the date effect of receipt by any Credit Party or other provision of this Agreement requiring such a principal payment, any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes categories of the repair, restoration or replacement of the applicable assets thereof. Obligations described in clauses (i) - (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds Section 2.1 shall be in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the maximum amount set forth in the applicable clause. Such principal payments shall be in the amount needed to restore Borrower to compliance with such covenants or such maximum amount. Such mandatory principal payments shall be due and payable (i) in the case of any such reduction arising from results reported in a quarterly financial statement of Borrower and related compliance certificate, ten (10) Business Days after delivery of such quarterly financial statement and compliance certificate under Section 6.1 evidencing such reduction or (including ii) in all other cases, ten (10) Business Days after Borrower’s receipt of notice from the Administrative Agent of any such failure to continue to qualify as a result an Unencumbered Property or any such reduction in the amount contributed to the Adjusted Unencumbered NOI or Unencumbered Pool Value or of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to any such excess (or over the applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessmaximum amount.

Mandatory Prepayments. (ia) On In the date event that any item of receipt Eligible Inventory shall be sold or assigned by any Credit Party Borrower or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions), the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% Marine Subsidiary of such net cash proceeds. (ii) On the date of receipt by any Credit Party or any of their SubsidiariesBorrower, or the Agent as loss payee, of any net cash proceeds from any Destruction ownership interests (whether Stock or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiaryotherwise) of any Equity Interests of Borrower in any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% Marine Subsidiary of such net cash proceeds. (iv) On the date Borrower owning record or beneficial title to any item of receipt by any Credit Party Eligible Inventory shall be sold or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiariestransferred, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of then such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes Loan made with respect to such Eligible Inventory so sold or assigned or with respect to the Eligible Inventory owned by such Marine Subsidiary so sold or transferred, together with any accrued interest on such Loan to the date of prepayment and any amounts required pursuant to Section 2.18. The sale or assignment of Eligible Inventory by an Owner Trustee, or the sale or assignment of any Borrower's or any Marine Subsidiary's beneficial interest in any owner trust (or nominee entity) holding title to Eligible Inventory, shall be considered a sale or assignment, as set forth in Section 2.3(e) in an amount sufficient to eliminate the case may be, of such excessEligible Inventory by such Borrower or such Marine Subsidiary, as the case may be. (viib) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result any of the conversion of non-cash proceeds into cash)Eligible Inventory shall have sustained a Casualty Loss, the applicable Borrower shall promptly notify Agent and Lenders of such Casualty Loss and make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver arrangements reasonably acceptable to the Agent to cause any and all cash proceeds received by such Borrower to be paid to Lenders as a certificate of an authorized officer thereof demonstrating prepayment hereunder. To the derivation of extent not so prepaid, the Loan funded with respect to such excessEligible Inventory will nevertheless be paid by such Borrower as provided in Section 2.2.1.

Mandatory Prepayments. In addition to and without limiting any provision of any Loan Document: (ia) On If a Change of Control occurs that has not been consented to in writing by Agent prior to the consummation thereof, on or prior to the first Business Day following the date of receipt by any Credit Party or any such Change of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)Control, the Borrower shall prepay the Notes as set forth in Section 2.3(eLoan and all other Obligations (other than, indemnity obligations under the Loan Documents that are not then due and payable or for which any events or claims that would give rise thereto are not then pending) in an aggregate amount equal full in cash together with accrued interest thereon to 100% the date of such net cash proceedsprepayment and all other amounts owing to Agent and Lenders under the Loan Documents. (b) If Borrower, in any transaction or series of related transactions, (i) sells any Pledged Receivable or other Collateral notwithstanding that such disposition is prohibited in this Agreement, (ii) On the date of receipt by receives any Credit Party property damage insurance award or any of their Subsidiaries, or the Agent as loss payee, other insurance proceeds of any net cash proceeds from kind in connection with any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal Unit within which a Vacation Ownership Interest is situated and related to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred a Pledged Receivable and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to does not apply such net cash proceeds, prior funds to repair or replace the date that is 90 days following receipt thereof, for purposes of the repair, restoration damaged Unit or replacement of the applicable assets thereof. (iii) On the date of receipt by receives any Credit Party or insurance award with respect to a Vacation Ownership Interest related to any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 Pledged Receivable, then it shall, subject to, in the aggregate during case of the term foregoing clauses (b)(ii) and (b)(iii), the terms of this the Club Trust Agreement from a capital contribution by and any Person applicable Declaration, deposit 100% (or such lesser amount as is required to indefeasibly pay in cash in full the Obligations (other than an Elevate Credit Subsidiary) to, indemnity obligations under the Loan Documents that are not then due and payable or the issuance to for which any Person (other than a Credit Party events or an Elevate Credit Subsidiaryclaims that would give rise thereto are not then pending)) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence thereof (net of any Indebtedness (other than with respect to Permitted Indebtednessreasonable transaction costs and expenses and taxes) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessLockbox Account.

Mandatory Prepayments. (i) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions), the Borrower Borrowers shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower Borrowers shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower Borrowers shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an a Subsidiary of Elevate Credit SubsidiaryParent) to, or the issuance to any Person (other than a Credit Party or an Elevate a Subsidiary [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED of a Credit SubsidiaryParty) of any Equity Interests of any Credit Party or any of their Subsidiaries, including, without limitation, in connection with a Public Offering, the Borrower Borrowers shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds, but subject to the provisions of Section 2.3(d). (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness of any Credit Party or any of their Subsidiaries (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries), the Borrower Borrowers shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower Borrowers shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of (A) the US Term Notes shall exceed the Maximum CommitmentUS Term Note Balance, (B) the UK Term Notes shall exceed the Maximum UK Term Note Balance, or (C) the First Out Notes shall exceed the Maximum First Out Note Balance, then in each case the applicable Borrower or Borrowers shall immediately prepay the applicable Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the applicable Notes pursuant to this Section 2.3(b), the Borrower Representative, on behalf of the Borrowers, shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower applicable Borrower(s) shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower Representative, on behalf of the Borrowers, shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess.

Mandatory Prepayments. (ia) On In the date event that any item of receipt Eligible Inventory shall be sold or assigned by any Credit Party Borrower or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions), the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% Marine Subsidiary of such net cash proceeds. (ii) On the date of receipt by any Credit Party or any of their SubsidiariesBorrower, or the Agent as loss payee, of any net cash proceeds from any Destruction ownership interests (whether stock or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiaryotherwise) of any Equity Interests of Borrower in any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% Marine Subsidiary of such net cash proceeds. (iv) On the date Borrower owning record or beneficial title to any item of receipt by any Credit Party Eligible Inventory shall be sold or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiariestransferred, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of then such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes Loan made with respect to such Eligible Inventory so sold or assigned or with respect to the Eligible Inventory owned by such Marine Subsidiary so sold or transferred, together with any accrued interest on such Loan to the date of prepayment and any amounts required pursuant to Section 2.18. The sale or assignment of Eligible Inventory by an Owner Trustee, or the sale or assignment of any Borrower’s or any Marine Subsidiary’s beneficial interest in any owner trust (or nominee entity) holding title to Eligible Inventory, shall be considered a sale or assignment, as set forth in Section 2.3(e) in an amount sufficient to eliminate the case may be, of such excessEligible Inventory by such Borrower or such Marine Subsidiary, as the case may be. (viib) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result any of the conversion of non-cash proceeds into cash)Eligible Inventory shall have sustained a Casualty Loss, the applicable Borrower shall promptly but in no event more than ten days after such Casualty Loss notify Agent and Lenders of such Casualty Loss and make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver arrangements reasonably acceptable to the Agent to cause any and all cash proceeds received by such Borrower to be paid to Lenders as a certificate of an authorized officer thereof demonstrating prepayment hereunder. To the derivation of extent not so prepaid, the Loan funded with respect to such excessEligible Inventory will nevertheless be paid by such Borrower as provided in Section 2.2.1.

Mandatory Prepayments. (ia) On If a Change of Control occurs that has not been consented to in writing by Agent prior to the consummation thereof, on or prior to the first Business Day following the date of receipt by any Credit Party or any such Change of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)Control, the Borrower shall prepay the Notes as set forth in Section 2.3(eLoan and all other Obligations (other than, indemnity obligations that are not then due and payable or with respect to which no claim has been made) in an aggregate amount equal full in cash together with accrued interest thereon to 100% the date of such net cash proceedsprepayment and all other amounts owing to Agent and Lenders under the Loan Documents, and whereupon the Revolving Loan Commitments shall be terminated; provided, that any such prepayment shall be in compliance with Section 6.16 hereof. (b) In addition to and without limiting any provision of any Loan Document, if Borrower, in any transaction or series of related transactions, (i) sells any Pledged Lease or other material assets or other properties, (ii) On sells or issues any equity or debt securities, Equity Interests or other ownership interests other than, in each case, to Holdings or (iii) incurs any Indebtedness except for Permitted Indebtedness, then it shall deposit 100% (or such lesser amount as is required to indefeasibly pay in cash in full the date Obligations (other than indemnity obligations that are not then due and payable or with respect to which no claim has been made)) of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(ethereof (net of reasonable transaction costs and expenses and taxes) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereofCollateral Account. (iiic) On In no event shall the date sum of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during outstanding principal balance of the term Revolving Loan Advances exceed the lesser of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiaryi) to, or the issuance to any Person Borrowing Base and (other than a Credit Party or an Elevate Credit Subsidiaryii) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) Maximum Revolving Loan Amount. If at any time and for any reason, the outstanding unpaid principal balance of the Revolving Loan Advances exceed the Maximum Revolving Loan Amount, Borrower shall promptly, and in any event within five (5) Business Days, without the necessity of any notice or demand, whether or not a Default or Event of Default has occurred or is continuing, prepay the principal balance of the Loan in an amount equal to the difference between the then aggregate outstanding principal balance of the Revolving Loan Advances and the Maximum Revolving Loan Amount. If at any time and for any reason, the outstanding unpaid principal balance of the Loan exceeds the Borrowing Base (including due to any Eligible Lease thereafter failing to meet the eligibility criteria and becoming an Ineligible Lease; provided, however, that if such Lease is an Ineligible Lease solely as a result of a Regulatory Trigger Event described in clause (xxx) of the definition of “Eligible Leases” Borrower shall have forty five (45) calendar days after the earlier of its discovery or receipt of notice thereof to comply with this clause(c) of Section 2.6), then Borrower shall without the necessity of any notice or demand, whether or not a Default or Event of Default has occurred or is continuing, either (x) prepay the principal balance of the Loan in an amount equal to the difference between the then aggregate outstanding principal balance of the Loan and the Borrowing Base or (y) increase the aggregate principal balance of Eligible Leases pledged to Agent in accordance with this Agreement so that the Borrowing Base is equal to or exceeds the then outstanding principal balance of Notes the Loan. The pledge and delivery to Agent of additional Eligible Leases shall exceed comply with the Maximum Commitment, the Borrower shall immediately prepay the Notes as document delivery requirements set forth in Section 2.3(e) in an amount sufficient Sections 2.9 and 4.2 of this Agreement, as applicable, and shall be accompanied by a certification from Borrower that demonstrates that after giving effect to eliminate the pledge to Agent of such excess. (vii) Concurrently with any prepayment additional Eligible Leases, the outstanding unpaid principal balance of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount Loan is equal to such excess (or applicable percentage thereof), and less than the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessBorrowing Base.

Mandatory Prepayments. The Borrower shall be required to prepay the unpaid principal balance of the Term Loan (x) with respect to any Prepayment Event of the type set forth in clause (g) of the definition thereof, no later than the earlier of (i) On 45 days after the end of each Fiscal Quarter and (ii) the date of delivery of the financial statements described in Section 5.04(b); provided, that no such prepayment shall be required for the Fiscal Quarter ending March 31, 2020, (y) with respect to any Prepayment Event of the type set forth in clauses (a), (b) and (e) of the definition thereof, on or before the date (including on any date on or prior to the No Call Period End Date) that is three (3) Business Days following the date of receipt by any Credit Loan Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in from such Prepayment Event (and on or before the aggregate during date that is three (3) Business Days following any Fiscal Year from date thereafter on which any Asset Sales (other than Permitted Dispositionsproceeds subject thereto are received by any Loan Party), the Borrower shall prepay the Notes as set forth in Section 2.3(eand (z) in an aggregate amount equal with respect to 100% of such net cash proceeds. (ii) On any other Prepayment Event, on the date (including on any date on or prior to the No Call Period End Date) of receipt by any Credit Loan Party of any proceeds from such Prepayment Event (and on any date thereafter on which any other proceeds subject thereto are received by any Loan Party), in each case without any demand or notice from the Agent, Lenders or any other Person, all of their Subsidiarieswhich is hereby expressly waived by the Borrower, or in the Agent as loss payee, amount equal to one hundred percent (100%) of the proceeds (other than with respect to any net cash proceeds from any Destruction or Taking, Prepayment Event of the Borrower shall prepay the Notes as type set forth in Section 2.3(eclause (g) of the definition thereof, net of documented reasonable out-of-pocket costs and expenses incurred in an aggregate amount equal to 100% connection with the collection of such net cash proceeds, in each case payable to Persons that are not Affiliates or Sponsor Affiliates) received by any Loan Party with respect to such Prepayment Event; providedprovided that with respect to a Prepayment Event of the type described in clause (b) of the definition of Prepayment Event, so long as no Event of Default (or event or circumstance thatexists, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date extent that is 90 days following receipt thereof, for purposes the proceeds received by such Person as a result of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of such Prepayment Event do not exceed $5,000,000 150,000 in the aggregate during the term applicable Fiscal Year (or, in the case of this Agreement from a capital contribution by any Person Prepayment Event of the type described in clause (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiaryb) of any Equity Interests the definition of any Credit Party Prepayment Event resulting from an act of God, flood or any fire, do not exceed $750,000 in the aggregate during the applicable Fiscal Year) and are actually applied within 180 days of their Subsidiariessuch receipt to (I) replace the property or assets subject to such Prepayment Event with property and/or assets performing the same or similar functions or (II) repair, the Borrower replace or reconstruct property and or assets damaged by such Prepayment Event, such proceeds shall not be required to prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes Term Loan pursuant to this Section 2.3(b2.01(d). Any such prepayment shall be accompanied by a Prepayment Premium, if any, as provided in Section 2.02(d). For the sake of clarity, the Borrower foregoing shall deliver not be deemed to the Agent be implied consent to any sale or other event or occurrence giving rise to a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessPrepayment Event.

Mandatory Prepayments. (i) On Upon the date occurrence of receipt by any Credit Party a Casualty Event or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales Public Offering (other than Permitted Dispositionsa Qualified IPO), the Borrower shall prepay make a mandatory prepayment of the Notes Loans as set forth in Section 2.3(ebelow: (i) in the event of any Casualty Event, the Borrower shall mandatorily prepay the outstanding principal amount of the Loans in an aggregate amount equal to the sum of (i) 100% of the net insurance or other proceeds received by the Borrower with respect thereto, (ii) the applicable Prepayment Premium on the principal amount of the Loans being prepaid and (iii) any accrued but unpaid interest on any principal amount of the Loans being prepaid; provided that the Borrower may, upon notice to Administrative Agent, use such net cash proceeds.proceeds to acquire or repair fixed or capital assets useful in the Borrower’s or its Subsidiaries’ businesses, as long as such investment is made within six months of the Casualty Event; and (ii) On in the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, event of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person Public Offering (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(bQualified IPO), the Borrower shall deliver to mandatorily prepay the Agent a certificate of an authorized officer thereof demonstrating the calculation of the outstanding principal amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes Loans in an amount equal to such excess the sum of (i) 25% of the net cash proceeds thereof; (ii) the applicable Prepayment Premium on the principal amount of the Loans being prepaid and (iii) any accrued but unpaid interest on any principal amount of the Loans being prepaid. E. If a Qualified IPO is consummated on or applicable percentage before December 31, 2018, the chart set forth in Section 10.02 of the Credit Agreement will be amended by adding the following at the end thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess.:

Mandatory Prepayments. Mandatory partial principal payments shall be due from time to time if the Outstanding Facility Amount on any day shall be in excess of the maximum amount permitted under clauses (e) or (f) of Section 6.17, due to any reduction in the Unencumbered Pool Value or in the Adjusted NOI of the Unencumbered Properties, whether by an Unencumbered Property failing to continue to satisfy the requirement for qualification as an Eligible Unencumbered Property or by a reduction in the Unencumbered Pool Value or the Adjusted NOI attributable to any Unencumbered Property, or due to any increase in the amount of Unsecured Indebtedness or of Unsecured Debt Service (each, an “Unsecured Ratio Violation”). Such principal payments shall be in the amount needed to cure such Unsecured Ratio Violation, it being agreed and understood that no Unmatured Default, or Default shall be deemed to have occurred with respect to such Unsecured Ratio Violation (and no event the consummation of which was contingent upon the absence of an Unmatured Default or Default prohibited solely due to the occurrence of an Unsecured Ratio Violation) so long as such principal prepayment is made in accordance with the following sentence. Such mandatory principal payments shall be due and payable (i) On in the date of receipt by any Credit Party or any of their Subsidiaries case of any net cash proceeds such reduction arising from reductions in excess Unencumbered Pool Value or Adjusted NOI as reported in a quarterly financial statement of $200,000 in the aggregate during any Fiscal Year from any Asset Sales Borrower and related compliance certificate, ten (other than Permitted Dispositions), the Borrower shall prepay the Notes as set forth in Section 2.3(e10) in an aggregate amount equal to 100% Business Days after delivery of such net cash proceeds. quarterly financial statement and compliance certificate under Section 6.1 evidencing such reduction or (ii) On in all other cases, ten (10) Business Days after Borrower’s receipt of notice from the date of receipt by any Credit Party or any of their Subsidiaries, or the Administrative Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereofUnsecured Ratio Violation. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess.

Mandatory Prepayments. (i) On From and after the date Closing Date, if the Parent or any Restricted Subsidiary shall at any time or from time to time incur any Indebtedness (other than with respect to any Indebtedness permitted to be incurred pursuant to Section 7.1 (other than Refinancing Indebtedness, Refinancing Notes and Refinancing Term Loans and Replacement Revolving Credit Commitments to the extent the proceeds are used to refinance any Class or tranche of Term Loans in accordance herewith, which proceeds shall be so applied)), then promptly and in any event within five (5) Business Days of receipt by any Credit Party the Parent or any the Restricted Subsidiary of their Subsidiaries the Net Cash Proceeds from the incurrence of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)such Indebtedness, the Borrower shall prepay the Notes as set forth in Section 2.3(e) Term Loans in an aggregate amount equal to 100% of the amount of all such net cash proceedsNet Cash Proceeds. The amount of each such prepayment shall be applied to the outstanding Term Loans of each Class or tranche, pro rata, until paid in full. (ii) On From and after the date Closing Date, if the Parent or any Restricted Subsidiary shall at any time or from time to time make any Asset Sale or shall suffer an Event of Loss resulting in Net Available Cash in excess of $50,000,000 in the aggregate for all such Asset Sales or Events of Loss in any fiscal year of the Parent, then promptly and in any event within five (5) Business Days of receipt by any Credit Party or any of their Subsidiaries, the Parent or the Agent as loss payee, Restricted Subsidiary of any net cash proceeds from any Destruction the Net Available Cash of such Asset Sale or Takingsuch Event of Loss, the Borrower shall prepay the Notes as set forth in Section 2.3(e) Term Loans in an aggregate amount equal to 100% of the amount of all such net cash proceedsNet Available Cash in excess of the amount specified above; provided that, in the case of each Asset Sale and Event of Loss, if the Parent or the applicable Restricted Subsidiary intends to invest or reinvest, as applicable, within twelve (12) months of the later of the date of the applicable Asset Sale or receipt of Net Available Cash from an Event of Loss, an amount equal to the amount of Net Available Cash thereof in Additional Assets, or make Capital Expenditures that are used or useful in a Related Business or that replace the businesses, properties and/or assets that are the subject of such Asset Sale or Event of Loss (such amount, the “Reinvested Deferred Amount”), then the Borrower shall not be required to make a mandatory prepayment under this Section in respect of such Reinvested Deferred Amount to the extent such Reinvested Deferred Amount is actually invested or reinvested within such twelve-month period, or the Parent or a Restricted Subsidiary has committed to so invest or reinvest such Reinvested Deferred Amount during such twelve-month period and such Reinvested Deferred Amount is so reinvested within 180 days after the expiration of such twelve-month period; provided, however, that if any Reinvested Deferred Amount has not been so long as no Event invested or reinvested prior to the expiration of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused therebyapplicable period, the Borrower shall have promptly prepay the option Term Loans in the amount of such Reinvested Deferred Amount in excess of the amount specified above not so invested or reinvested; provided, further, that if, at the time that any such prepayment would be required hereunder, the Borrower is required to prepay or offer to repurchase any other Indebtedness secured on a pari passu basis (or any Refinancing Indebtedness in respect thereof that is secured on a pari passu basis) with the Obligations pursuant to the terms of the documentation governing such Indebtedness with such amount of Net Available Cash (such Indebtedness (or Refinancing Indebtedness in respect thereof) required to be prepaid or offered to be so repurchased, the “Other Applicable Indebtedness”), then the Borrower may apply such net cash proceeds, prior amount of Net Available Cash on a pro rata basis to the date prepayment of the Term Loans and to the repurchase or prepayment of the Other Applicable Indebtedness (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness (or accreted amount if such Other Applicable Indebtedness is issued with original issue discount)) at such time; provided, further, that is 90 days following receipt the portion of such amount of Net Available Cash allocated to the Other Applicable Indebtedness shall not exceed the amount of such Net Available Cash required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, for purposes and the remaining amount, if any, of such amount of Net Available Cash shall be allocated to the Term Loans in accordance with the terms hereof, and the amount of the repair, restoration or replacement prepayment of the applicable assets thereofTerm Loans that would have otherwise been required pursuant to this Section 2.8(c)(ii) shall be reduced accordingly. The amount of each such prepayment shall be applied to the outstanding Term Loans of each Class or tranche pro rata, until paid in full. (iii) On The Borrower shall, on each date the date Revolving Credit Commitments are reduced pursuant to Section 2.10, prepay the Revolving Loans and, if necessary after such Revolving Loans have been repaid in full, replace or cause to be cancelled (or provide an L/C Backstop or make other arrangements reasonably satisfactory to the Issuing Banks) outstanding Letters of receipt Credit by any Credit Party or any the amount, if any, necessary to reduce the sum of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during principal amount of Revolving Loans and L/C Obligations then outstanding to the term of this Agreement from a capital contribution by any Person (other than an Elevate amount to which the Revolving Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceedsCommitments have been so reduced. (iv) On Notwithstanding any provision under this Section 2.8(c) to the date contrary, (A) any amounts that would otherwise be required to be paid by the Borrower pursuant to Section 2.8(c)(ii) above shall not be required to be so prepaid to the extent any such Asset Sale is consummated by a Subsidiary of receipt by any Credit Party the Parent or any of their Subsidiaries such Net Available Cash in respect of any net cash proceeds from Event of Loss are received by a Subsidiary of the incurrence Parent, for so long as the repatriation to the United States, Canada or other relevant jurisdiction of any Indebtedness such amounts would be prohibited under any Applicable Law (other than including any such laws with respect to Permitted Indebtednessfinancial assistance, corporate benefit, thin capitalization, capital maintenance, liquidity maintenance and similar legal principles, restrictions on upstreaming of cash intra group and the fiduciary and statutory duties of the directors of the relevant Subsidiaries) and (B) if the Parent determines in good faith that the repatriating of any Credit Party or amounts required to mandatorily prepay the Loans pursuant to Section 2.8(c)(ii) above would result in a tax liability that is material to the amount of funds otherwise required to be repatriated (including any of their Subsidiarieswithholding tax) (such amount in clauses (A) and (B), a “Restricted Asset Sale Amount”), the amount the Borrower shall be required to mandatorily prepay pursuant to Section 2.8(c)(ii) shall be reduced by the Notes Restricted Asset Sale Amount until such time as set forth in Section 2.3(e) in an aggregate amount equal to 100% of it may repatriate such net cash proceedsRestricted Asset Sale Amount without incurring such tax liability. (v) On Notwithstanding the date of receipt by any Credit Party or any of their Subsidiaries foregoing, each Term Lender shall have the right to reject its applicable Term Loan Percentage of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any mandatory prepayment of the Notes Term Loans pursuant to this Section 2.3(b2.8(c)(i) (other than Refinancing Indebtedness in respect of the Term Loans) and (ii) above (each such Lender, a “Rejecting Lender”), the Borrower ; provided that any amount rejected by a Rejecting Lender shall deliver be offered on a pro rata basis to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of Term Lenders, which they may elect to decline such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof)prepayment, and thereafter any amounts so rejected may be retained by the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessBorrower.

Mandatory Prepayments. (ia) On If Indebtedness is incurred by any Group Member (other than Indebtedness permitted under Section 6.2), then on the date of such issuance or incurrence, an amount equal to 100% of the Net Cash Proceeds thereof shall be applied to the prepayment of the Term Loans (together with accrued and unpaid interest thereon) as set forth in Section 2.14(e). The provisions of this Section 2.14 do not constitute a consent to the incurrence of any Indebtedness by any Group Member. (b) If on any date any Group Member shall receive Net Cash Proceeds from any Asset Sales or Recovery Events (to the extent such Asset Sales or Recovery Events result in Net Cash Proceeds in excess of $15.0 million in the aggregate in any fiscal year (with only the amount in excess of such annual threshold required to be applied to such prepayment)) in a single transaction or a series of related transactions, then, unless a Reinvestment Notice shall be delivered in respect thereof (other than with respect to any Specified Sale and Leaseback Transaction, in respect of which no Reinvestment Notice shall be permitted) and no later than five Business Days (or, if an Event of Default has occurred and is continuing, two Business Days) after the date of receipt by any Credit Party or any Group Member of their Subsidiaries such Net Cash Proceeds, an amount equal to 100% of any net cash proceeds in excess the amount of $200,000 in such Net Cash Proceeds shall be applied to the aggregate during any Fiscal Year from any Asset Sales prepayment of the Term Loans (other than Permitted Dispositions), the Borrower shall prepay the Notes together with accrued and unpaid interest thereon) as set forth in Section 2.3(e2.14(e) (any such amounts not required to prepay the Term Loans as a result of application of this clause, the “Retained Asset Sale Proceeds”, which shall not, however, include any proceeds incurred in connection with Sale and Leaseback Transactions permitted pursuant to Section 6.10); provided, that (i) 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 to the prepayment of the Term Loans (together with accrued interest thereon), (ii) the provisions of this Section 2.14 do not constitute a consent to the consummation of any Disposition not permitted by Section 6.5 and (iii) if at the time that any such prepayment would be required, the Term Loan Borrower is required to, or required to offer to, repurchase or redeem or repay or prepay any other Indebtedness secured on a pari passu basis with the Obligations (other than the Revolving Credit Loans) pursuant to the terms of the documentation governing such Indebtedness with proceeds of such Asset Sale or Recovery Event (such Indebtedness required to be offered to be so repurchased, “Other Applicable Indebtedness”), then the Term Loan Borrower may apply such Net Cash Proceeds on a pro rata basis (determined on the basis of the aggregate outstanding principal amount of the Term Loans and Other Applicable Indebtedness at such time; provided, further, that the portion of such net proceeds allocated to the Other Applicable Indebtedness shall not exceed the amount of such net proceeds required to be allocated to the Other Applicable Indebtedness pursuant to the terms thereof, and the remaining amount, if any, of such net proceeds shall be allocated to the Term Loans in accordance with the terms hereof) to the prepayment of the Term Loans and to the repurchase or repayment of Other Applicable Indebtedness, and the amount of the prepayment of the Term Loans that would have otherwise been required pursuant to this Section 2.14(b) shall be reduced accordingly; provided, further, that to the extent the holders of Other Applicable Indebtedness decline to have such indebtedness repurchased or repaid with such net proceeds, the declined amount of such net proceeds shall promptly (and in any event within five Business Days after the date of such rejection) be applied to prepay the Term Loans in accordance with the terms hereof (to the extent such net proceeds would otherwise have been required to be so applied if such Other Applicable Indebtedness was not then outstanding). Notwithstanding the foregoing, with respect to any Foreign Asset Sale or Foreign Recovery Event, the Term Loan Borrower may elect to reduce the amount of such prepayment by the amount of any Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds, as the case may be, included in such Net Cash Proceeds; provided, that the Term Loan Borrower shall use its commercially reasonable efforts such that the distribution of any amounts constituting Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds solely pursuant to clause (a) of the respective definition thereof (if such amounts were distributed), or the inclusion of any amounts constituting Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds solely pursuant to clause (a) of the respective definition thereof in Net Cash Proceeds for purposes of calculating any repayment obligation pursuant to this paragraph, as applicable, would not result in adverse tax consequences of more than a de minimis amount to Parent and its Subsidiaries (as reasonably determined by Parent), such that such amounts would not constitute Restricted Asset Sale Proceeds or Restricted Recovery Event Proceeds, as the case may be, as promptly as practicable following the date of such prepayment. For the avoidance of doubt, in no event shall the Term Loan Borrower be required to repatriate cash at Foreign Subsidiaries. (c) If, for any Excess Cash Flow Period, there shall be Excess Cash Flow, then, on the relevant Excess Cash Flow Application Date, the Term Loan Borrower shall apply an amount equal to (i) the ECF Percentage of such Excess Cash Flow minus (ii) the Optional Prepayment Amount (if any) for such Excess Cash Flow Period to the prepayment of the Term B Loans, as set forth in Section 2.14(e). Each such prepayment shall be made on a date (an “Excess Cash Flow Application Date”) no later than five Business Days after the earlier of (x) the date on which the financial statements of Parent referred to in Section 5.1(a), for the fiscal year with respect to which such prepayment is to be made, are required to be delivered to the Lenders and (y) the date such financial statements are actually delivered. Notwithstanding the foregoing, the Term Loan Borrower may elect to reduce the amount of such prepayment by an amount equal to the ECF Percentage of Restricted ECF, if any, for such Excess Cash Flow; provided, that the Term Loan Borrower shall use its commercially reasonable efforts such that the distribution of such applicable percentage of amounts constituting Restricted ECF solely pursuant to clause (a) of the definition thereof (if such amounts were distributed), or the inclusion of such applicable percentage of amounts constituting Restricted ECF solely pursuant to clause (a) of the definition thereof in Excess Cash Flow for purposes of calculating any repayment obligation pursuant to this paragraph, would not result in adverse tax consequences (as reasonably determined by Parent), such that such amounts would not constitute Restricted ECF, as promptly as practicable following the Excess Cash Flow Application Date (and at such time (if applicable), shall prepay the Term B Loans by the amount thereof in accordance with this Section 2.14(c)). For the avoidance of doubt, in no event shall the Term Loan Borrowers be required to repatriate cash at foreign subsidiaries. (d) (i) The Net Cash Proceeds of any Replacement Term Loans or any Permitted Term Loan Refinancing Indebtedness of Term A Loans (that is incurred to refinance Term A Loans) shall be used on a dollar-for-dollar basis for the repayment of Term A Loans to be repaid from such Net Cash Proceeds on the date such Net Cash Proceeds are received and (ii) the Net Cash Proceeds of any Replacement Term Loans or any Permitted Term Loan Refinancing Indebtedness of Term B Loans (that is incurred to refinance Term B Loans) shall be used on a dollar-for-dollar basis for the repayment of Term B Loans to be repaid from such Net Cash Proceeds on the date such Net Cash Proceeds are received. Any such prepayment of Term Loans of a Class shall be paid ratably to the holders of such Class and shall be applied to the remaining scheduled amortization installments of the Term Loans of such Class in the order specified in Section 2.12(b)(ii). (e) Amounts to be applied pursuant to this Section 2.14 shall be applied first to reduce outstanding ABR Loans of the applicable Class. Any amounts remaining after each such application shall be applied to prepay Eurodollar Loans of such Class; provided, however, that if any Lenders exercise the right to waive a given mandatory prepayment of any Class of Term Loans pursuant to Section 2.14(f) then such mandatory prepayment shall be applied on a pro rata basis to the then outstanding Term Loans of the accepting Lenders of such Class being prepaid irrespective of whether such outstanding Term Loans are ABR Loans or Eurodollar Loans; provided, further, that the Borrowers may elect (except in the case of a prepayment pursuant to Section 2.14(d)) that the remainder of such prepayments not applied to prepay ABR Loans be deposited in a collateral account pledged to the applicable Administrative Agent to secure the Obligations and applied thereafter to prepay the Eurodollar Loans on the last day of the next expiring Interest Period for Eurodollar Loans; provided, that (A) interest shall continue to accrue thereon at the rate otherwise applicable under this Agreement to the Eurodollar Loan in respect of which such deposit was made, until such amounts are applied to prepay such Eurodollar Loan, and (B) (x) at any time while a Specified Event of Default has occurred and is continuing, the applicable Administrative Agent may, and (y) at any time while an Event of Default has occurred and is continuing, upon written direction from the Required Lenders, the applicable Administrative Agent shall, apply any or all of such amounts to the payment of Eurodollar Loans. (f) Any mandatory prepayment of (x) the Term Loans to be made pursuant to Section 2.14(b) shall be applied pro rata to the Term Loans under the Term Loan Facilities then outstanding based on the aggregate principal amounts of outstanding Term Loans of each Class under the Term Loan Facilities; provided that to the extent provided in the relevant Incremental Facility Amendment or Extension Amendment, any Class of Incremental Term A Loans, Incremental Term B Loans or Extended Term Loans under the Term Loan A Facility or the Term Loan B Facility may be paid on a pro rata basis or less than pro rata basis with any other Class of Term Loans under the Term Facilities and (y) Term B Loans to be made pursuant to Section 2.14(c) shall be applied pro rata to the Term B Loans then outstanding based on the aggregate principal amounts of outstanding Term B Loans; provided that to the extent provided in the relevant Incremental Facility Amendment or Extension Amendment, any Incremental Term B Loans or Extended Term Loans under the Term Loan B Facility may be paid on a pro rata basis or less than pro rata basis with the Term Loan B Facility. (g) Notwithstanding anything in this Section 2.14 to the contrary: (i) any Term Loan A Lender (and, to the extent provided in the applicable Permitted Amendment, any other Term Loan A Lender) may elect, by notice to the Term Loan A Agent by telephone (confirmed by hand delivery, facsimile or, in accordance with the second paragraph of Section 9.1, e-mail) at least one Business Day prior to the required prepayment date, to decline all of any mandatory prepayment of its Term A Loans pursuant to clauses (b) of this Section 2.14, in which case the aggregate amount of the prepayment that would have been applied to prepay Term A Loans but was so declined may be retained by the Group Members (such declined amounts to the extent retained by the Group Members, the “Declined Term Loan A Proceeds”); and (ii) any Term Loan B Lender (and, to the extent provided in the applicable Permitted Amendment, any other Term Loan B Lender) may elect, by notice to the Term Loan B Agent by telephone (confirmed by hand delivery, facsimile or, in accordance with the second paragraph of Section 9.1, e-mail) at least one Business Day prior to the required prepayment date, to decline all of any mandatory prepayment of its Term B Loans pursuant to clauses (b) and (c) of this Section 2.14, in which case the aggregate amount of the prepayment that would have been applied to prepay Term B Loans but was so declined may be retained by the Group Members (such declined amounts to the extent retained by the Group Members, the “Declined Term Loan B Proceeds”). (h) If for any reason, the Total Revolving Credit Exposure exceeds the total Revolving Credit Commitments then in effect (including after giving effect to any reduction in the Revolving Credit Commitments pursuant to Section 2.10), the Revolver Borrowers shall immediately prepay Revolving Credit Loans and/or cash collateralize the Letters of Credit (in accordance with Section 2.7(j)) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess.

Mandatory Prepayments. (a) If at any time there shall occur, whether voluntarily, involuntarily or by operation of law, a sale, transfer, assignment, conveyance, option or other disposition of, or any mortgage, hypothecation, encumbrance, financing or refinancing of (i) On any of the date Collateral Property, (ii) any of receipt the Collateral or (iii) any direct or indirect interest of Borrower in a Subsidiary Property Owner (each of (i), (ii) and (iii) being a “Transfer”), except for leasing activities permitted under §8.11 and Permitted Liens, as expressly set forth in §5.2, or approved by Agent in writing, all of the Obligations outstanding on such date, together with any Credit Party and all accrued but unpaid interest thereon and prepayment fees shall become absolutely due and payable. Each Subsidiary Property Owner acknowledges and agrees that all payments (less any customary expenses payable to any Person that is unrelated to the Borrower, Guarantors or any of their Subsidiaries respective partners, members, managers, officers or directors or any Person affiliated with the Borrower, Guarantors or any their respective partners, members, managers, officers or directors) actually received by such Subsidiary Property Owner as a result of a Transfer shall be paid to Agent and will be deemed payments to Agent by Borrower. Agent shall apply any net cash proceeds and all such payments actually received by Agent in excess satisfaction of $200,000 the Obligations in accordance with the terms hereof. Notwithstanding anything in this Agreement to the contrary, in the aggregate during event Borrower or Aquia elects to transfer all of ▇▇▇▇▇ ▇▇▇▇▇ Center to a joint venture, then all of the Obligations outstanding on such date, together with any Fiscal Year from and all accrued but unpaid interest thereon and prepayment fees shall become absolutely due and payable. (b) If at any Asset Sales time (other than Permitted Dispositions)i) the Secured Credit Agreement is terminated, or (ii) all of the “Revolving Credit Commitments” (as defined in the Secured Credit Agreement) are terminated, then in any of such events the Commitment under this Agreement shall terminate and the Borrower shall prepay immediately pay to Agent on behalf of the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceedsBanks all principal, interest and other amounts due and payable under this Agreement. (ii) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vic) If at any time the then outstanding principal balance sum of Notes shall exceed the Maximum aggregate of the Outstanding Loans exceeds the lesser of (i) the Total Commitment, and (ii) the Total Development Costs, the Borrower shall immediately prepay pay the Notes as set forth in Section 2.3(e) in an amount sufficient of such excess to eliminate such excessthe Agent for the respective accounts of the Banks for application to the Loans. (viid) Concurrently with any prepayment of Beginning the Notes pursuant calendar quarter ending on March 31, 2010, and continuing on each June 30, September 30, December 31 and March 31 thereafter (each such day shall be referred to this Section 2.3(bas a “Quarterly Reduction Date”), the Total Commitment shall automatically be reduced by $1,250,000. Borrower shall deliver pay to Agent for the respective accounts of the Banks for application to the Agent a certificate of an authorized officer thereof demonstrating Loans such amount as is necessary so that the calculation sum of the amount of Outstanding Loans does not exceed the applicable proceeds. In new Total Commitment from and after the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessmost recent Quarterly Reduction Date.

Mandatory Prepayments. (a) The Company shall make a prepayment upon the occurrence of any of the following (each a “Mandatory Prepayment Event”) at the following times and in the following amounts unless an Event of Default is then existing, in which case the provisions of the Guaranty and Collateral Agreement shall be applicable with respect to application of the proceeds thereof: (i) On Concurrently with the date of receipt by any Credit Loan Party or any of their Subsidiaries (other than Holdings) of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year Net Cash Proceeds from any Asset Sales Disposition (other than Permitted Dispositionsas a result of an Event of Loss), the Borrower shall prepay the Notes as set forth in Section 2.3(e) then in an aggregate amount equal to 100% of all such net cash proceedsNet Cash Proceeds; provided, that, if no Event of Default exists at the time of receipt of any Net Cash Proceeds or at the time of the reinvestment thereof as provided below, such prepayment shall not be required to the extent the Company reinvests the Net Cash Proceeds of such Asset Disposition in another asset performing the same or a similar function or that is otherwise useful in the business of a Loan Party (other than Holdings), within 60 days after the date of such Asset Disposition or enters into a binding commitment thereof within said 60-day period and promptly thereafter makes such reinvestment. (ii) On Concurrently with the date of receipt by any Credit Loan Party or any of their Subsidiaries, or the Agent as loss payee, (other than Holdings) of any net cash proceeds Net Cash Proceeds from any Destruction issuance of Capital Securities of any Loan Party (other than Holdings) (excluding (A) any issuance of Capital Securities pursuant to any employee or Takingdirector option program, the Borrower shall prepay the Notes as set forth in Section 2.3(ebenefit plan or compensation program, and (B) any issuance by any Loan Party to another Loan Party), in an aggregate amount equal to 100% of all such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereofNet Cash Proceeds. (iii) On Concurrently with the date of receipt by any Credit Loan Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit SubsidiaryHoldings) to, or the of any Net Cash Proceeds from any issuance to of any Person Debt of any Loan Party (other than a Credit Party or an Elevate Credit SubsidiaryHoldings) of any Equity Interests of any Credit Party or any of their Subsidiaries(excluding Debt permitted by Section 11.1), the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of all such net cash proceedsNet Cash Proceeds. (iv) On Concurrently with the date of receipt by any Credit Loan Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted IndebtednessHoldings) of any Credit Party or Net Cash Proceeds from any Insurance Proceeds as a result of their Subsidiariesan Event of Loss, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of all such net cash proceedsNet Cash Proceeds; provided, that, if no Event of Default exists at the time of receipt of any Net Cash Proceeds or at the time of the reinvestment thereof as provided below, such prepayment shall not be required to the extent the Company reinvests the Net Cash Proceeds of such Event of Loss in another asset performing the same or a similar function or that is otherwise useful in the business of a Loan Party (other than Holdings), within 60 days after the date of such Event of Loss or enters into a binding commitment thereof within said 60-day period and promptly thereafter makes such reinvestment. (vb) On If on any day the date Revolving Outstandings plus the outstanding amount of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receiptsthe Swing Line Loan exceeds the Revolving Loan Availability, the Borrower Company shall prepay the Notes as set forth in Section 2.3(ewithin one (1) in an aggregate amount equal to 100% Business Day of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately day prepay the Notes as set forth in Section 2.3(e) Revolving Loans in an amount sufficient to eliminate such excess. (viic) Concurrently with If on any prepayment of day on which the Notes Revolving Commitment is reduced pursuant to this Section 2.3(b)6.2.1, the Borrower shall deliver to Revolving Outstandings plus the Agent a certificate of an authorized officer thereof demonstrating the calculation of the outstanding amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of Swing Line Loan exceeds such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash)reduced Revolving Commitment, the Borrower Company shall promptly make an additional prepayment of all the Notes immediately on such day prepay Revolving Loans in an amount equal sufficient to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of eliminate such excess.

Mandatory Prepayments. (a) Upon (i) On the date occurrence of receipt by any Credit Party or any a Change in Control of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)Company, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the date a transfer of receipt by any Credit Party all or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes substantially all of the repair, restoration or replacement assets of the applicable assets thereof. Company to any Person in a single transaction or series of related transactions, (iii) On a consolidation or merger of the date of receipt by any Credit Party Company with or any of their Subsidiaries of any net cash proceeds into another Person in excess of $5,000,000 in which the aggregate during Company is not the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person surviving entity (other than a Credit Party merger which is effected solely to change the jurisdiction of incorporation of the Company and results in a reclassification, conversion or an Elevate Credit Subsidiaryexchange of outstanding shares of Common Stock solely into shares of Common Stock) (each of any Equity Interests items (i), (ii) and (iii) being referred to as a “Sale Event”), or (iv) the occurrence of any Credit Party or any a Registration Default which continues uncured for a period of their Subsidiariestwenty (20) days, then, in each case, the Borrower Company shall, upon request of the Majority Holders, redeem the Convertible Note. The redemption price payable upon any such redemption shall prepay be the Notes as set forth redemption price in Section 2.3(e) in an aggregate amount equal 5 of the Convertible Note (referred to 100% of such net cash proceedsherein as the "Formula Price"). (ivb) On At the date option of receipt by any Credit Party Purchaser, upon the consummation of one or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiariesmore Financings, the Borrower Company shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100use 25% of the Net Cash Proceeds therefrom (unless such net cash proceedsNet Cash Proceeds from each such Financing is less than $250,000) to redeem the Convertible Note. (vc) On Upon the date issuance of the Maximum Number of Shares, the receipt by any Credit Party or any the Company of their Subsidiaries Notice of any Extraordinary ReceiptsConversion requiring the issuance of shares of Common Stock in excess of the Maximum Number of Shares, and the failure within 70 days of such issuance to obtain shareholder approval to issue additional shares of Common Stock required to be issued in connection with such Notices of Conversion (the “Redemption Event”), the Borrower Company shall prepay redeem the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% outstanding balance of such Extraordinary Receiptseach Convertible Note for the Formula Price. (vid) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that there is an insufficient number of authorized, issuable, shares of Common Stock registered under the Credit Parties Registration Statement filed by the Company to allow Purchaser to fully convert the Convertible Note and exercise all Warrants held by Purchaser and sell such shares issued thereon, then the Company shall subsequently determine that immediately file an amendment to the actual amount then current Registration Statement to register a sufficient number of such proceeds exceeded shares to convert said Convertible Note and Warrants. Upon the amount set forth in failure within twenty (20) Trading Days measured from the date of filing the Registration Statement to register a sufficient number of such certificate (including as a result shares, the Company shall redeem the outstanding balance of each Convertible Note for the Formula Price. In addition, failure of the Company to register a sufficient number of such shares to fully convert said Convertible Note and exercise such Warrants shall be a Registration Default under Section 10.4(e) from the date of the Notice of Conversion to the date of the earlier of (i) the redemption of the outstanding balance of the Convertible Note or (ii) full conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment Convertible Note and exercise of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessWarrants.

Mandatory Prepayments. (ia) On If any Capital Stock shall be issued by the Borrower at any time after the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales hereof (other than Permitted Dispositionsany such Capital Stock issued to current or former directors, officers and employees pursuant to stock option or other benefit plans), the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the Net Cash Proceeds thereof shall be applied no later than the first Business Day following the date of receipt by any Credit Party or any such issuance toward the prepayment of their Subsidiariesthe Loans and, or on the Agent as loss payee, earlier of any net cash proceeds from any Destruction or Takingthe date of such application and such first Business Day, the Borrower Commitments shall prepay the Notes be reduced by such amount, in each case as set forth in Section 2.3(e2.09(d). (b) If any Indebtedness for borrowed money shall be issued or incurred by the Borrower or any of its Subsidiaries at any time after the date hereof in any offering of debt securities or under any loan, credit or similar facilities (other than this Agreement), an aggregate amount equal to 100% of the Net Cash Proceeds thereof shall be applied no later than the first Business Day following the settlement date of such net cash proceeds; providedissuance or incurrence toward the prepayment of the Loans and, so long as no Event on the earlier of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused therebysuch application and such first Business Day, the Borrower Commitments shall have the option to apply be reduced by such net cash proceedsamount, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes each case as set forth in Section 2.3(e2.09(d); provided that this paragraph shall not apply to the Net Cash Proceeds of (i) any Indebtedness incurred by the Target and its Subsidiaries, except to the extent that the Borrower is capable of directing the Net Cash Proceeds of such Indebtedness for use in connection with the Offer, the Merger or the Target Refinancing, (ii) any Indebtedness under the Existing Agreement or any other existing debt security or loan, credit or similar facility of the Borrower, the Target or any of their respective Subsidiaries, (iii) any Indebtedness issued or incurred for working capital purposes or otherwise in the ordinary course of business (including project financing and purchase money and other Indebtedness incurred to finance the acquisition, construction or improvement of assets), (iv) Indebtedness of the Borrower or any of its Subsidiaries to the Borrower or any of its Subsidiaries, (v) any commercial paper or securitization facilities entered into in the ordinary course of business and (vi) any Indebtedness that refinances, extends, renews or replaces any Indebtedness of the Borrower or its Subsidiaries referred to in clause (i) or (ii) above (or any refinancing Indebtedness referred to in this clause (vi)), other than any such refinancing Indebtedness incurred in connection with the Target Refinancing, provided that (x) the aggregate principal amount of Indebtedness that refinances, extends, renews or replaces the Existing Agreement may not exceed by more than $550,000,000 in the aggregate the sum of the aggregate principal amount of Indebtedness and unused commitments under the Existing Agreement and (y) the aggregate principal amount of all such refinancing Indebtedness (other than any such Indebtedness referred to in clause (x) above) may not exceed by more than $25,000,000 the sum of the aggregate principal amount of Indebtedness and unused commitments (other than Indebtedness and unused commitments under the Existing Agreement) that are the subject of such refinancings, extensions, renewals or replacements. (c) If the Borrower or any of its Subsidiaries shall consummate any Asset Sale at any time after the date hereof, an aggregate amount equal to 100% of such net cash proceeds. (iv) On the Net Cash Proceeds thereof shall be applied no later than the third Business Day following the date of receipt by any Credit Party consummation thereof toward the prepayment of the Loans and, on the earlier of the date of such application or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiariessuch third Business Day, the Borrower Commitments shall prepay the Notes be reduced by such amount, in each case as set forth in Section 2.3(e) in an aggregate amount equal 2.09(d); provided that this paragraph shall not apply to 100% the Net Cash Proceeds of any Asset Sale by the Target and its Subsidiaries, except to the extent that the Borrower is capable of directing the Net Cash Proceeds of such net cash proceedsAsset Sale for use in connection with the Offer, the Merger or the Target Refinancing. (vd) On Net Cash Proceeds referred to in paragraphs (a), (b) and (c) of this Section shall, on the date specified in such paragraphs, (i) result in a reduction of receipt the Commitments by the amount of such Net Cash Proceeds and (ii) if received on or after the Closing Date, be applied to the prepayment of the Loans. Prior to any Credit Party or any prepayment of their Subsidiaries of any Extraordinary ReceiptsLoans under this Section, the Borrower shall prepay specify the Notes Borrowing or Borrowings to be prepaid (or, if no such specification shall have been provided, the Administrative Agent shall apply such prepayment, first, to ABR Borrowings and, second, to Eurodollar Borrowings in direct order of the next succeeding Interest Payment Dates therefor). Each prepayment of a Borrowing shall be applied ratably to the Loans included in the prepaid Borrowing. Prepayments shall be accompanied by accrued interest as set forth in required by Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts2.11. (vie) If At the option of the Borrower, amounts to be applied to prepay Eurodollar Borrowings shall, if such prepayment would not occur on the last day of the relevant Interest Period, be deposited in the Prepayment Account (as defined below). The Administrative Agent shall apply any cash deposited in the Prepayment Account to prepay the relevant Eurodollar Borrowings on the last day of the respective Interest Periods therefor (or, at the direction of the Borrower, on any time the then outstanding principal balance earlier date). For purposes of Notes shall exceed the Maximum Commitmentthis Agreement, the term “Prepayment Account” shall mean an account established by the Borrower shall immediately prepay with the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment Administrative Agent. The Administrative Agent will, at the request of the Notes pursuant to this Section 2.3(b)Borrower, invest amounts on deposit in the Borrower shall deliver Prepayment Account in cash equivalents that mature prior to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount last day of the applicable proceedsInterest Periods of the Eurodollar Borrowings to be prepaid, provided that (i) 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 applicable law or regulation and (ii) the Administrative Agent shall have no obligation to invest amounts on deposit in the Prepayment Account if a Default or Event of Default shall have occurred and be continuing. In The Borrower shall indemnify the event Administrative Agent for any losses relating to the investments so that the Credit Parties shall subsequently determine that amount available to prepay Eurodollar Borrowings on the actual amount last day of such proceeds exceeded the applicable Interest Periods therefor is not less than the amount set forth in that would have been available had no investments been made. Other than any interest earned on such certificate (including investments, the Prepayment Account shall not bear interest. Interest or profits, if any, on such investments shall be deposited and reinvested and disbursed as a result described above. If the maturity of the conversion of non-cash proceeds into cash)Loans has been accelerated pursuant to Article VII, the Borrower Administrative Agent shall promptly make an additional prepayment of all apply amounts on deposit in the Notes in an amount equal Prepayment Account to such excess (or applicable percentage thereof), and prepay the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessEurodollar Borrowings.

Mandatory Prepayments. (i) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions), the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then sum of the outstanding principal balance balances of Notes shall the Revolving Loan and the Swing Line Loan exceed the Maximum CommitmentAmount less the Reserves as then in effect, the Borrower shall immediately prepay repay the Notes as set forth in Section 2.3(e) in an amount sufficient aggregate outstanding Revolving Credit Advances to the extent required to eliminate such excess. (viiii) Concurrently with No later than the Business Day following receipt by any prepayment Credit Party of Net Cash Proceeds of any Disposition (other than Excluded Disposition Proceeds), Borrower shall prepay the Obligations in amount equal to the Net Cash Proceeds of such Disposition; provided, however, that so long as (a) no Default or Event of Default has occurred and is continuing, (b) the Net Cash Proceeds of all Dispositions (other than Excluded Disposition Proceeds) from the first day of the Notes pursuant then current Fiscal Year through the applicable date of determination do not exceed $1,000,000 in the aggregate for all Credit Parties combined and (c) the applicable Credit Party shall have delivered to this Section 2.3(bAgent written notice on or prior to the fifth Business Day after such Disposition (if such Disposition is a Condemnation) or on or prior to the third Business Day prior to the consummation of such Disposition (if such Disposition is not a Condemnation) of its election to allocate all or a portion of the Net Cash Proceeds of such Disposition to reinvest in capital assets used or to be used in the businesses of the Credit Parties of the type engaged in by the Credit Parties as of the Closing Date or businesses reasonably related thereto (a “Reinvestment Transaction”), the applicable Credit Party may apply all or a portion of such Net Cash Proceeds to such Reinvestment Transaction within 180 days following such Disposition; provided, further, that (1) any portion of such Net Cash Proceeds that Borrower does not so elect in such written notice to allocate to such Reinvestment Transaction shall deliver be applied to prepay the Agent a certificate of an authorized officer Loans in accordance with this Section 1.3(b)(ii) no later than the Business Day following receipt thereof demonstrating the calculation of by Agent; (2) until such Reinvestment Transaction is consummated, the amount of such Net Cash Proceeds allocated to such Reinvestment Transaction shall either be (x) deposited in a cash collateral account held by Agent or (y) applied to reduce the applicable proceeds. In outstanding principal balance of the event that Revolving Loan (which application shall not result in a permanent reduction of the Credit Parties Revolving Loan Commitment) and upon such application to the Revolving Loan Agent shall subsequently determine that establish a Reserve against the actual Borrowing Availability in an amount equal to the amount of such proceeds exceeded so applied; (3) Borrower may request a Revolving Credit Advance or release from such cash collateral account, as applicable, to fund such Reinvestment Transaction and so long as the conditions in Section 2.2 have been met, Revolving Lenders shall make such Revolving Credit Advance or Agent shall release funds from such cash collateral account to fund such Reinvestment Transaction; (4) in the event such Net Cash Proceeds have been applied against the Revolving Loan, the Reserve established with respect to such Net Cash Proceeds shall be reduced by the amount set forth of such Revolving Credit Advance; and (5) if such Reinvestment Transaction is not consummated within 180 days following such Disposition or to the extent any portion of such Net Cash Proceeds allocated to such Reinvestment Transaction are not applied to such Reinvestment Transaction within 180 days following such Disposition, (A) such Net Cash Proceeds then held in such certificate account shall immediately be applied to prepay the Loans in accordance with this Section 1.3(b)(ii) and (including as B) any Reserve allocated to such Reinvestment Transaction shall be immediately utilized through the borrowing by Borrower of a result Revolving Credit Advance, the proceeds of which shall be applied to the prepayment of the conversion Loans in accordance with this Section 1.3(b)(ii). (iii) No later than the Business Day following receipt by any Credit Party of non-cash proceeds into cashNet Cash Proceeds of any Debt Issuance (other than Excluded Debt Issuance Proceeds) or any Stock Issuance (other than Excluded Stock Issuance Proceeds), the Borrower shall promptly make an additional prepayment of all prepay the Notes Obligations in an amount equal to such excess Net Cash Proceeds. No later than the Business Day following the ninetieth (90th) day following receipt by any Credit Party of Net Cash Proceeds of any Debt Issuance referred to in clause (c) or applicable percentage thereof(d) of the definition of Excluded Debt Issuance Proceeds, Borrower shall prepay the Obligations in an amount equal to the amount (if any) of the Net Cash Proceeds from such Debt Issuance that have not been applied as provided in subclause (i) or (ii) of such clause (c) or (d), as applicable. No later than the Business Day following the ninetieth (90th) day following receipt by any Credit Party of Net Cash Proceeds of any Stock Issuance referred to in clause (c) of the definition of Excluded Stock Issuance Proceeds, Borrower shall prepay the Obligations in an amount equal to the amount (if any) of the Net Cash Proceeds from such Stock Issuance that have not been applied as provided in subclauses (i), (ii), (iii) or (iv) of such clause (c). (iv) On each IDS Payment Date occurring on or after June 30, 2005 on which the payment of cash interest on one or more series or issues of IDS Subordinated Notes is then prohibited pursuant to Section 6.14 (such one or more series or issues of IDS Subordinated Notes, the “Subject IDS Subordinated Notes”), Borrower shall prepay the Obligations in an aggregate amount equal to the lesser of: (A) 100% of the amount of (I) Distributable Cash as of such IDS Payment Date minus (II) the aggregate amount of cash dividends paid by Borrower on its common stock and cash interest payments made by Borrower on the Subordinated Debt in accordance with Sections 6.14(e) and (f) during the period from January 1, 2005 through the end of the Fiscal Quarter most recently ended prior to such IDS Payment Date, and (B) 60% of the Consolidated Interest Expense (excluding any PIK Amounts) accrued to and including such IDS Payment Date from the immediately preceding IDS Payment Date which is attributable to such Subject IDS Subordinated Notes. (v) On each IDS Payment Date occurring on or after June 30, 2005 on which the payment of cash dividends on Borrower’s Class A common stock is then prohibited pursuant to Section 6.14, Borrower shall prepay the Obligations in an aggregate amount equal to: (A) 75% of the amount of Excess Cash as of such IDS Payment Date, minus (B) the sum of (1) the aggregate amount of cash dividends paid by Borrower on its Class A common stock in accordance with Section 6.14(e) during the period from January 1, 2005 through the end of the Fiscal Quarter most recently ended prior to such IDS Payment Date and (2) the amount, if any, of any mandatory prepayment of the Loans on such IDS Payment Date pursuant to Section 1.3(b)(iv). (vi) Borrower shall prepay the Obligations from insurance and condemnation proceeds in accordance with Section 5.4(c) and the Mortgages, respectively. The Agent shall give prompt notice to each Lender of the amount of each mandatory prepayment made by Borrower under this Section 1.3(b). Notwithstanding the foregoing, if the amount of any mandatory prepayment made by Borrower under this Section 1.3(b) (other than Section 1.3(b)(i)) shall concurrently therewith deliver be for less than all of the Term Loan (a “Mandatory Partial Term Prepayment” and the amount thereof the “Mandatory Partial Term Prepayment Amount”), any Term Lender holding a portion of the Term Loan may elect, by notice to Agent promptly following such Lender’s receipt of notice thereof pursuant to the Agent a certificate of an authorized officer thereof demonstrating the derivation preceding sentence, to decline to receive its ratable share of such excessMandatory Partial Term Prepayment Amount, in which case the Mandatory Partial Term Prepayment Amount shall be applied to the Term Loan pursuant to Section 1.11(a) for the ratable benefit of each Term Lender that did not decline such prepayment.

Mandatory Prepayments. (i) On Subject to the date of receipt by any proviso below, and except to the extent such Net Cash Proceeds have been used to prepay the obligations under the Parent Credit Party or any of their Subsidiaries Agreement, upon the occurrence of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)Casualty Event, the Borrower shall prepay make a mandatory prepayment of the Notes as set forth in Section 2.3(e) Term Loan in an aggregate amount equal to the sum of (x) one hundred percent (100% %) of the Net Cash Proceeds received by the Borrower or any other Obligor as a result of such net cash proceeds. Casualty Event, and (iiy) On any accrued but unpaid interest on such principal amount of the date Term Loan being prepaid; provided that so long as no Default or Event of receipt by any Credit Party Default has occurred and is continuing at the time the Borrower or any Obligor shall have received such Net Cash Proceeds, if, within five (5) Business Days following the occurrence of their any such Casualty Event, a Responsible Officer of the Borrower may deliver to the Administrative Agent a notice (each, a “Casualty Event Reinvestment Notice”) to the effect that the Borrower or applicable Obligor intends to apply the Net Cash Proceeds from such Casualty Event to acquire, replace or rebuild the property subject to such Casualty Event or to the cost of purchase or construction of other assets useful in the business of Parent or its Subsidiaries, or then such Net Cash Proceeds of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment, provided further that, in the Agent as loss payee, event that Net Cash Proceeds have not been so applied within one hundred eighty (180) days following the occurrence of any net cash proceeds from any Destruction or Takingsuch Casualty Event, the Borrower shall prepay make a mandatory prepayment of the Notes as set forth in Section 2.3(e) Term Loan in an aggregate amount equal to the sum of (A) one hundred percent (100% %) of the unused balance of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, Net Cash Proceeds received by the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including Obligor as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof)Casualty Event, and (B) any accrued but unpaid interest on such principal amount of the Borrower shall concurrently therewith deliver Term Loan being prepaid, provided, further, that to the Agent extent that the property subject to the Casualty Event is Collateral, then any such acquired, replaced, repaired, purchased or constructed property shall be Collateral in which the Administrative Agent, for the benefit of the Lenders, has been granted a certificate of an authorized officer thereof demonstrating security interest under the derivation of such excessSecurity Documents.

Mandatory Prepayments. (ia) On the next occurring Unscheduled Payment Date following the date of receipt by on which Lender actually receives any Credit Party or any of their Subsidiaries Proceeds, if Lender is not obligated to make such Proceeds available to Borrower for the restoration of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)Individual Property or otherwise remit such Proceeds to Borrower pursuant to Section 6.2 hereof, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option authorize Lender to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including Proceeds as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all or a portion of the Notes outstanding Principal Amount of the Loan together with all interest required hereunder to be paid thereon and any other sums due hereunder in an amount equal to one hundred percent (100%) of such excess Proceeds; provided, however, if an Event of Default has occurred and is continuing, Lender may apply such Proceeds to the Indebtedness (until paid in full) in any order or applicable percentage thereofpriority in its sole discretion. Other than following an Event of Default, no Yield Maintenance Premium shall be due in connection with any prepayment made pursuant to this Section 2.3.2(a). (b) If, following an Event of Default, Borrower tenders payment of all or any part of the Indebtedness, or if all or any portion of the Indebtedness is recovered by Lender after such Event of Default (including, without limitation, by application of the Reserve Funds), (a) such payment may be made only, or will be applied by Lender, on the next occurring Unscheduled Payment Date together with all interest required hereunder to be paid thereon, (b) such payment shall be deemed a voluntary prepayment by Borrower, and the (c) Borrower shall concurrently therewith deliver pay, in addition to the Agent a certificate of Indebtedness, an authorized officer thereof demonstrating amount equal to the derivation of such excessLiquidated Damages Amount in the event the payment occurs prior to the Prepayment Lockout Release Date.

Mandatory Prepayments. (i) On the date of Promptly following receipt by any Credit Party Borrower or any of their its Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)Sales, the Borrower shall prepay the Notes as set forth in Section 2.3(e) all Advances in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the date of Promptly following receipt by any Credit Party Borrower or any of their its Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) all Advances in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as . Notwithstanding the foregoing and provided no Event of Default (or event or circumstance thatwhich, with the passage of time, the giving of notice, the lapse of time, or both, would become (if not cured or otherwise remedied during such time) constitute an Event of Default) shall have Default has occurred and is continuing, such prepayment shall not be continuing on required to the extent the Borrower or such Subsidiary reinvests the net cash proceeds of such Destruction or Taking to repair, replace or restore any property of Borrower or such Subsidiary in respect of which such net cash proceeds are paid (or to reimburse Borrower or such Subsidiary for any such repair, replacement or restoration) within ninety (90) days after the date of receipt thereof such Destruction or caused therebyTaking; provided, that the Borrower shall have the option notifies Agent of Borrower's or such Subsidiary’s intent to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes reinvest and of the repaircompletion of such reinvestment at the time such proceeds are received and when such reinvestment occurs, restoration or replacement of the applicable assets thereofrespectively. (iii) On the date of Promptly following receipt by any Credit Party Borrower or any of their its Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party of, Borrower or any of their Subsidiariesits Subsidiaries (other than with respect to the Follow-On Investment (as defined in the Investors’ Rights Agreement dated February 7, 2020)), the Borrower shall prepay the Notes as set forth in Section 2.3(e) all Advances in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of Promptly following receipt by any Credit Party Borrower or any of their its Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness of Borrower or any of its Subsidiaries (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries), the Borrower shall prepay the Notes as set forth in Section 2.3(e) all Advances in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of Promptly following receipt by any Credit Party Borrower or any of their its Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) all Advances in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes Advances pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized the chief executive officer thereof or other responsible officer demonstrating the calculation of the amount of the applicable proceeds. In . (vii) Notwithstanding the event foregoing, a prepayment shall not be required pursuant to this Section 2.3(b) to the extent that it is waived by the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth Agent in such certificate (including as its discretion, either in response to a result of the conversion of non-cash proceeds into cash), request by the Borrower shall promptly make an additional prepayment of all or upon the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessAgent’s own initiative.

Mandatory Prepayments. (i) On In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Restricted Subsidiary in respect of any Prepayment Event (other than the Divestiture Process, which is addressed in subclause (iii) below) following the Closing Date, the Borrower shall, no later than one Business Day following the day such Net Proceeds are received (or, in the case of a Prepayment Event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” within three Business Days after such Net Proceeds are received), prepay Term Loans in an amount equal to (x) in the case of an event described in clauses (a) or (b) of the definition of the term “Prepayment Event” an amount equal to the Asset Sale/Casualty Event Percentage multiplied by Net Proceeds received by the Borrower or such Restricted Subsidiary in connection with such event or (y) otherwise, 100.0% of such Net Proceeds; provided that, in the case of any event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” if the Borrower shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 365 days after receipt by of such Net Proceeds to acquire real property, equipment or other tangible assets to be used in the business of the Borrower or the Restricted Subsidiaries, or to consummate any Credit Party Permitted Acquisition (or any other acquisition of their Subsidiaries all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person) permitted hereunder, and certifying that no Unmatured Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any net cash proceeds in excess such Net Proceeds that have not been so applied by the end of $200,000 in such 365-day period (or within a period of 180 days thereafter if by the aggregate during any Fiscal Year from any Asset Sales (end of such initial 365-day period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such real property, equipment or other than tangible assets, or to consummate such Permitted DispositionsAcquisition or other acquisition, with such Net Proceeds), the Borrower at which time a prepayment shall prepay the Notes as set forth in Section 2.3(e) be required in an aggregate amount equal to 100% the Net Proceeds that have not been so applied (and no prepayment shall be required to the extent the aggregate amount of such net cash proceedsNet Proceeds that are not reinvested in accordance with this Section does not exceed $10,000,000 in any fiscal year); provided, further that to the extent any such Net Proceeds shall be received in respect of assets owned by a Loan Party, such Net Proceeds may be reinvested only in assets owned by a Loan Party or, in the case of a Permitted Acquisition or other acquisition, by any Person that shall become a Subsidiary Guarantor upon the consummation thereof (other than, in each case, Equity Interests in Foreign Subsidiaries, except to the extent such Net Proceeds shall have resulted from the sale of Equity Interests in one or more Foreign Subsidiaries). (ii) On In the date event that the Borrower has Excess Cash Flow for any fiscal year of receipt by any Credit Party or any of their Subsidiariesthe Borrower, or commencing with the Agent as loss payeefiscal year ending September 30, of any net cash proceeds from any Destruction or Taking2019, the Borrower shall shall, not later than ninety (90) days following the end of such fiscal year, prepay Term Loans on a pro rata basis between the Notes as set forth in Section 2.3(e) Classes of Term Loans in an aggregate amount equal to 100% the excess of (x) an amount equal to the ECF Percentage multiplied by Excess Cash Flow for such net cash proceeds; provided, so long as no Event fiscal year over (y) the amount of Default prepayments of Term Loans pursuant to ‎Section 2.04(a)(i) during such fiscal year (or event or circumstance that, other than any such prepayment made with the passage proceeds of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereofIndebtedness). (iii) On In the date event and on each occasion that any Net Proceeds are received by or on behalf of receipt by any Credit Party the Borrower or any Restricted Subsidiary in respect of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during Divestiture Process, the term of this Agreement from a capital contribution by any Person Borrower shall, no later than one Business Day following the day such Net Proceeds are received, prepay Term Loans (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e2019 Term A Loans) in an aggregate amount equal to 100100.0% of such net cash proceedsNet Proceeds. (iv) On Prior to any optional or mandatory prepayment of Term Loan Advances under this Section, the date Borrower shall, subject to the next sentence, specify the Term Loan Advance or Term Loan Advances to be prepaid in the notice of receipt by any Credit Party or any of their Subsidiaries such prepayment. In the event of any net cash proceeds mandatory prepayment of Term Loan Advances from the incurrence of any Indebtedness a Prepayment Event under clauses (other than with respect to Permitted Indebtednessa) or (b) of any Credit Party or any the definition thereof made at a time when Term Loan Advances of their Subsidiariesmore than one Class remain outstanding, the Borrower shall prepay select Term Loan Advances to be prepaid so that the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceedsprepayment is allocated among the Term Loan Advances pro rata based on the aggregate principal amounts of outstanding Term Loans of each such Class; provided that to the extent provided in the relevant Incremental Term Loan Amendment or Extension Agreement, any Class of Incremental Term Loans or Extended Term Loans may be paid on a pro rata basis or less than pro rata basis with any other Class of Term Loans. Any prepayment of Loans from a Prepayment Event described in clause (c) of the definition of “Prepayment Event” shall be applied to the Class or Classes of Loans selected by the Borrower. (v) On Notwithstanding the date of receipt foregoing, any Term Lender may elect, by any Credit Party notice to the Administrative Agent by telephone (confirmed by hand delivery or facsimile) at least one Business Day (or such shorter period as may be established by the Administrative Agent) prior to the required prepayment date, to decline all or any of their Subsidiaries portion of any Extraordinary Receiptsprepayment of its Term Loans pursuant to this ‎Section 2.04 (other than an optional prepayment pursuant to paragraph (a) of this Section or a prepayment pursuant to clause (c) of the definition of “Prepayment Event,” which may not be declined), in which case the aggregate amount of the payment that would have been applied to prepay Loans but was so declined may be retained by the Borrower and shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receiptsconstitute “Declined Proceeds.” (vi) If at The Borrower shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of any time optional prepayment and, to the then outstanding principal balance extent practicable, any mandatory prepayment hereunder (A) in the case of Notes prepayment of a Eurodollar Rate Loan, not later than 11:00 a.m., New York City time, three Business Days before the date of prepayment or (B) in the case of prepayment of a Floating Rate Loan, not later than 11:00 a.m., New York City time, on the date of prepayment. Each such notice shall exceed be irrevocable and shall specify the Maximum Commitmentprepayment date, the Borrower shall immediately prepay principal amount of each Advance or portion thereof to be prepaid and, in the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment case of the Notes pursuant to this Section 2.3(b)a mandatory prepayment, the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the reasonably detailed calculation of the amount of such prepayment; provided that a notice of prepayment of Advances pursuant to paragraph (a) of this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result Class of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional contents thereof. Each partial prepayment of all the Notes any Advance shall be in an amount equal to such excess (or applicable percentage thereofthat would be permitted in the case of an advance of an Advance of the same Type as provided in ‎Section 2.04(a), and except as necessary to apply fully the Borrower required amount of a mandatory prepayment. Each prepayment of an Advance shall concurrently therewith deliver be applied ratably to the Agent Loans included in the prepaid Advance. Prepayments shall be accompanied by accrued interest as required by ‎Section 2.11. In no event (except pursuant to ‎Section 2.05 below) shall a certificate repayment or a prepayment of an authorized officer thereof demonstrating a Revolving Loan result in a reduction of the derivation of such excessAggregate Revolving Loan Commitment.

Mandatory Prepayments. On and after the Closing Date, outstanding Advances shall be prepaid on a Dollar-for-Dollar basis within five (i5) On the date Business Days of receipt by any Credit Party member of the Reporting Group of any Net Proceeds referred to in this paragraph (d) (or, in the case of clause (iv) below, within three (3) Business Days) by or with an amount equal to: (i) 100% of the Net Proceeds received (including in an escrow account) by such member of the Reporting Group from any sale or issuance of debt securities or any of their Subsidiaries incurrence or borrowing of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales other Debt for borrowed money (other than Permitted DispositionsExcluded Debt), the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds.; (ii) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of the Net Proceeds received (including in an escrow account) from the issuance of any equity interests (including any equity-linked securities, hybrid securities and debt securities which are convertible into equity) by any member of the Reporting Group (other than (A) issuances pursuant to employee stock plans or other benefit or employee incentive arrangements, (B) issuances of equity as consideration for any acquisition or other Investment, (C) issuances of equity interests of any Foreign Subsidiaries, (D) issuances of equity interests of Domestic Subsidiaries yielding Net Proceeds not to exceed $250 million in the aggregate and (E) issuances in connection with the Separation); (iii) 100% of the Net Proceeds received (including in an escrow account) by such net cash proceedsmember of the Reporting Group from Asset Sales outside the ordinary course of business (except for (A) Asset Sales between or among members of the Reporting Group and (B) Asset Sales, the Net Proceeds of which do not exceed $250 million in the aggregate); provided, so long as that if no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred exists and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Administrative Agent a certificate of an authorized officer thereof demonstrating the calculation a Responsible Officer of the amount Borrower to the Administrative Agent promptly following receipt of any such Net Proceeds setting forth the Reporting Group’s intention to use any portion of such Net Proceeds to acquire, maintain, develop, construct, improve, upgrade or repair tangible or intangible assets useful in the business of the applicable proceeds. In Reporting Group or to acquire equity interests in, or all or substantially all the event assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of), any Person engaged in a business of a type that the Credit Parties shall subsequently determine that Reporting Group would not be prohibited, pursuant to Section 5.02(d), from conducting, in each case within the actual amount Reinvestment Period, such portion of such proceeds exceeded Net Proceeds shall not constitute Net Proceeds except to the amount set forth extent not, within the Reinvestment Period, so used (or with respect to a Casualty Event in each case within such certificate period as shall be reasonably required to repair, replace or reinstate the affected assets); and (including iv) 100% of any “Cash Payment” (as a result defined in the Disney Merger Agreement), if any, paid to the Borrower in accordance with Section 2.01(f) of the conversion of non-cash proceeds into cashDisney Merger Agreement (as in effect on June 20, 2018), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess.

Mandatory Prepayments. (ia) On In the date event that any item of receipt Eligible Inventory shall be sold or assigned by any Credit Party Borrower or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions), the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% Marine Subsidiary of such net cash proceeds. (ii) On the date of receipt by any Credit Party or any of their SubsidiariesBorrower, or the Agent as loss payee, of any net cash proceeds from any Destruction ownership interests (whether stock or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiaryotherwise) of any Equity Interests of Borrower in any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% Marine Subsidiary of such net cash proceeds. (iv) On the date Borrower owning record or beneficial title to any item of receipt by any Credit Party Eligible Inventory shall be sold or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiariestransferred, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of then such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes Loan made with respect to such Eligible Inventory so sold or assigned or with respect to the Eligible Inventory owned by such Marine Subsidiary so sold or transferred, together with any accrued interest on such Loan to the date of prepayment and any amounts required pursuant to Section 2.18. The sale or assignment of Eligible Inventory by an Owner Trustee, or the sale or assignment of any Borrower's or any Marine Subsidiary's beneficial interest in any owner trust (or nominee entity) holding title to Eligible Inventory, shall be considered a sale or assignment, as set forth in Section 2.3(e) in an amount sufficient to eliminate the case may be, of such excessEligible Inventory by such Borrower or such Marine Subsidiary, as the case may be. (viib) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result any of the conversion of non-cash proceeds into cash)Eligible Inventory shall have sustained a Casualty Loss, the applicable Borrower shall promptly but in no event more than ten days after such Casualty Loss notify Agent and Lenders of such Casualty Loss and make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver arrangements reasonably acceptable to the Agent to cause any and all cash proceeds received by such Borrower to be paid to Lenders as a certificate of an authorized officer thereof demonstrating prepayment hereunder. To the derivation of extent not so prepaid, the Loan funded with respect to such excessEligible Inventory will nevertheless be paid by such Borrower as provided in Section 2.2.1.

Mandatory Prepayments. The Borrowers shall prepay the Term Loan in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) On In the date of receipt by any Credit Party or any of their Subsidiaries event of any net cash proceeds in excess Casualty Event, an amount, inclusive of $200,000 in any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)amount of the principal being prepaid) and fees then due and owing, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the date of receipt Net Cash Proceeds received by any Credit Party Obligor or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceedsits Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (or event or circumstance that, with the passage 180) days after receipt of timesuch Net Cash Proceeds, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on Obligors may apply the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries Net Cash Proceeds of any net cash proceeds in excess of casualty policy up to, but not exceeding $5,000,000 4,000,000 for all losses in the aggregate during the term of this Agreement from toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a capital contribution by security interest under the Security Documents. (ii) In the event any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party Obligor or any of their Subsidiariesits Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the Borrower shall prepay amount of the Notes as set forth in Section 2.3(eprincipal being prepaid) in an aggregate amount and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such net cash proceedsPerson. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iviii) On In the date of receipt by event any Credit Party Obligor or any of their its Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than with respect to Permitted Indebtedness) Section 9.09(j)), an amount, inclusive of any Credit Party or Prepayment Premium any accrued but unpaid interest (including interest on the amount of their Subsidiariesthe principal being prepaid) and fees then due and owing, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of the Net Cash Proceeds received by such net cash proceeds. Obligor in connection with such Asset Sale; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (v180) On days after receipt of such Net Cash Proceeds (or if committed to be reinvested within such 180-day period, no later than ninety (90) days after the date end of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receiptssuch 180-day period), the Borrower Obligors may use such Net Cash Proceeds up to $500,000 with respect to any Asset Sale, but not exceeding $1,000,000 for all Asset Sales in the aggregate per fiscal year, to purchase, replace, repair or restore properties or assets used in the Obligors’ businesses; provided, further, that any such purchased, replaced, repaired or restored property shall prepay be Collateral in which the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% Administrative Agent for the benefit of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance Lenders has been granted a security interest under the Security Documents. For the avoidance of Notes shall exceed the Maximum Commitmentdoubt, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes made pursuant to this Section 2.3(b)3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation express consent of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessMajority Lenders.

Mandatory Prepayments. (i) On If at any time after the date of receipt by Closing Date any Credit Party or Group Member receives any of their Subsidiaries Net Cash Proceeds from the Incurrence of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales Indebtedness (other than Permitted DispositionsExcluded Indebtedness), the Borrower shall prepay the Notes as set forth in Section 2.3(e) Term Loans on a pro rata basis on the date of such receipt in an aggregate amount equal to 100% of such net cash proceeds. Net Cash Proceeds; provided, that if at the time of such prepayment such Group Member is required to prepay any Other Applicable Indebtedness (ii) On to the date extent and if required by the terms of receipt by any Credit Party or any of their Subsidiariesthe definitive documentation governing such other Indebtedness), or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, then the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to may apply 100% of such net cash proceeds; providedNet Cash Proceeds to prepay the Term Loans and prepay, so long as no Event of Default (redeem or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing repurchase such Other Applicable Indebtedness on a pro rata basis on the date of receipt thereof such receipt; provided, further, that (A) any prepayment, redemption or caused therebyrepurchase of such Other Applicable Indebtedness shall be at par (or less than par), (B) the Borrower portion of such prepayment amount allocated to such Other Applicable Indebtedness shall have not exceed the option amount required to apply be allocated to such net cash proceeds, prior Other Applicable Indebtedness pursuant to the date that is 90 days following receipt terms thereof, for purposes (C) the amount of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes Term Loans that would otherwise have been required pursuant to this Section 2.3(b)4.2(a) shall be reduced accordingly and (D) to the extent the holders of such Other Applicable Indebtedness decline to have such Indebtedness prepaid, redeemed or repurchased, the Borrower declined amount shall deliver to promptly (and in any event within 10 Business Days after the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount date of such proceeds exceeded rejection) be applied to prepay the amount set forth Term Loans in such certificate (including as a result of accordance with the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessterms hereof.

Mandatory Prepayments. (i) On In the date of receipt by event that the Borrower actually receives any Credit Party Net Cash Proceeds arising from any Equity Issuance or the Borrower or any other member of their Subsidiaries of the Consolidated Group actually receives any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year Net Cash Proceeds arising from any Asset Sales Debt Issuance (other than Permitted Dispositions)a Debt Issuance under any committed term loan facility that has reduced the Commitments hereunder pursuant to Section 2.7(b) above) or Asset Sale, in each case which Net Cash Proceeds are received after the Initial Funding Date, then the Borrower shall prepay the Notes as set forth in Section 2.3(e) Advances in an aggregate amount equal to 100% of such net cash proceeds. Net Cash Proceeds not later than three Banking Days following the receipt by the Borrower or any such Subsidiary of such Net Cash Proceeds. The Borrower shall promptly (ii) On and not later than the date of receipt thereof) notify the Administrative Agent of the receipt by the Borrower or, as applicable, any Credit Party or any other member of their Subsidiaries, or the Agent as loss payeeConsolidated Group, of any net cash proceeds such Net Cash Proceeds from any Destruction Equity Issuance, Debt Issuance or TakingAsset Sale, and such notice shall be accompanied by a reasonably detailed calculation of the Borrower Net Cash Proceeds. Each prepayment of Advances shall prepay be applied ratably and shall be accompanied by accrued interest and fees on the Notes as set forth amount prepaid to the date fixed for prepayment, plus, in the case of any Term Rate Advances, any amounts due to the Banks under Section 2.3(e) in an aggregate amount equal 3.6(c). Notwithstanding the foregoing, mandatory repayments with respect to 100% of such net cash proceeds; provided, Net Cash Proceeds from Debt Issuances or Asset Sales received by a Foreign Subsidiary shall not be required if and for so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower has determined in good faith (which determination shall have the option to apply such net cash proceeds, prior be conclusive) that repatriation to the date that is 90 days following receipt thereofBorrower of such Net Cash Proceeds (x) would have adverse tax consequences (and, for purposes in the case of the repairDebt Issuances, restoration such adverse tax consequences are material), (y) would be prohibited, delayed or replacement of restricted under applicable local law or (z) would violate the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% organizational documents of such net cash proceedsSubsidiary. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess.

Mandatory Prepayments. Subject to subsection (ie) On of this Section, upon the date of receipt by any Credit Party the Borrower or any of their its Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)a Joint Venture Subsidiary) of Net Cash Proceeds in respect of any Prepayment Event, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes Term Loans in an amount equal to such excess (or applicable percentage thereof)Net Cash Proceeds. Each such prepayment shall be required to be made on the last day of the reinvestment period for the relevant Prepayment Event as set forth in the definition of "Net Cash Proceeds" or, and if earlier, the date on which the Borrower decides to prepay the Term Loans with the Net Cash Proceeds of such Prepayment Event; provided that if the Net Cash Proceeds in respect of any Prepayment Event are less than $25,000,000, no such prepayment shall concurrently therewith deliver be required until the amount of such Net Cash Proceeds, together with the amount of all other Net Cash Proceeds in respect of which no prepayment under this subsection (c) shall have theretofore been made, are equal to at least $25,000,000. Pending the Agent a certificate final application of Major Casualty Proceeds or any cash proceeds in respect of an authorized officer thereof demonstrating Asset Sale, a Debt Incurrence or an Equity Issuance in accordance with the derivation terms of this Agreement, the Borrower may temporarily repay Revolving Loans or otherwise invest such excessamounts in any manner that is not prohibited by this Agreement.

Mandatory Prepayments. (i) On the date Maturity Date, upon a Change of receipt by any Credit Party Control, upon the occurrence and during the continuation beyond all applicable grace or cure periods of an Event of Default (as hereinafter defined), or if the Company or any of their its Subsidiaries or Affiliates consummates project financing through or by means of any net cash proceeds in excess the United States Citizenship and Immigration Service EB-5 Program (the “Program”) of up to $200,000 in the aggregate during any Fiscal Year from any Asset Sales 30,000,000 or more (other than Permitted Dispositionssubject to project or Program restrictions), then the Borrower Company shall (a) prepay all of the Notes as set forth in Section 2.3(e) in for an aggregate amount equal to 100% the then outstanding principal balance plus all accrued but unpaid interest thereon, and (b) pay in full all of the other obligations owing to Agent and Purchaser under or in connection with this Agreement, which amount shall be calculated on the date of prepayment and be payable in cash on demand in immediately available funds on such net cash proceedsdate. (ii) On In addition to the date foregoing, (A) if the Company, whether in a single transaction or a series of receipt by transactions: (a) sells or transfers any Credit Party Property (other than as permitted under Section 5.3 of this Agreement), including, without limitation, the real estate located in the County of Vermilion, State of Illinois; (b) incurs any Indebtedness other than Permitted Indebtedness; (c) sells or issues any Capital Stock; or (d) receives any property damage insurance award or any of their Subsidiaries, or the Agent as loss payee, other insurance proceeds of any net cash kind, including, without limitation, proceeds from any Destruction life insurance or Takingbusiness interruption insurance (unless reinvested in productive assets of a kind then used or usable in the Company’s business, and, within one hundred eighty (180) days after such occurrence, enters into a binding commitment to make such reinvestment (which reinvestment shall be made within two hundred seventy (270) days after such occurrence); the Borrower Company shall prepay apply, or cause to be applied, one hundred percent (100%) of the net proceeds thereof to the prepayment of the Notes as set forth in Section 2.3(e) in for an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance plus all accrued but unpaid interest thereon and all other obligations owing to Agent and Purchaser under or in connection with this Agreement, which amount shall be calculated on the date of Notes shall exceed the Maximum Commitment, the Borrower shall prepayment and be payable in cash on demand in immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate available funds on such excess.date; or (viiB) Concurrently with any prepayment of the Notes Company consummate an equity financing pursuant to this Section 2.3(bwhich it sells common or preferred shares resulting in net proceeds to the Company of not less than $5,000,000 at any one time or in any 12 month period, and with the principal purpose of raising capital (a “Qualified Equity Financing”), then the Borrower Company shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all prepay the Notes in an amount equal to not less than forty percent (40%) of the net proceeds of any such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver Qualified Equity Financing. Notwithstanding anything to the contrary contained herein, all prepayments pursuant to this Section 4.5 shall be applied in the following order of priority to the payment of: (i) all then unpaid fees and expenses of Agent a certificate and Purchasers under the Notes and other Transaction Documents other than those added to the principal of an authorized officer thereof demonstrating the derivation Note pursuant to this Amendment; (ii) accrued and unpaid interest on the Notes (in such order as Agent shall determine in its sole discretion); and (iii) the unpaid principal balance of such excessthe Notes.” (F) Section 5 (Covenants). Section 5.4(iii) of the Agreement is hereby deleted in its entirety and amended by inserting the following in its place:

Mandatory Prepayments. (ia)(i) On In addition to the date of scheduled repayments provided for in Section 2.4 hereof, following the receipt by any Credit Party Borrower or any of their its Subsidiaries of any net cash proceeds Net Proceeds received in connection with Casualty Events in excess of $200,000 10,000,000 (individually or in the aggregate during any Fiscal Year from any Asset Sales (when taken together with all other than Permitted Net Proceeds received in connection with Casualty Events and all Net Proceeds received in connection with Dispositions)) over the course of a Measuring Period, the Borrower relevant Borrowers shall prepay deliver to the Notes as set forth in Section 2.3(e) U.S. Administrative Agent a calculation of the amount of such Net Proceeds and make a mandatory prepayment of the Loans in an aggregate amount equal to 100% of such net cash proceeds. (ii) On Net Proceeds within 45 days of the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes thereof to be applied as set forth in Section 2.3(e2.8(f); provided that no mandatory prepayment on account of Net Proceeds shall be required under this clause if relevant Borrower informs the U.S. Administrative Agent in writing no later than 45 days following receipt of such Net Proceeds of its or such Subsidiary's good faith intention to apply such Net Proceeds to the rebuilding or replacement of the damaged, destroyed or condemned assets or property or reinvest such Net Proceeds in substantially similar assets or property that will be used or useful in its business or other assets or property that will be used or useful in its business, and the relevant Borrower or such Subsidiary in fact so uses or reinvests or notifies the U.S. Administrative Agent in writing that it is contractually obligated to use or reinvest (and does, in fact, so use or reinvest within 180 days of entering into such contractual obligation) such Net Proceeds within 360 days following the receipt of such Net Proceeds, with the amount of such Net Proceeds unused after such 360-day period being applied to the repayment of Loans pursuant to Section 2.8(f); provided, further, that at any time when any Default or Event of Default shall have occurred and be continuing, all such Net Proceeds (together with Net Proceeds received in connection with Dispositions not applied as provided in clause (ii) below) shall be deposited in an account maintained with the U.S. Administrative Agent to pay for such rebuilding, replacement, use or reinvestment whenever no Default or Event of Default is then continuing or except as otherwise agreed to by the U.S. Administrative Agent for disbursement at the request of the U.S. Borrower or such Subsidiary, as the case may be. (i) In addition to the scheduled repayments provided for in Section 2.4 hereof, following the receipt by any Borrower or any of its Subsidiaries of any Net Proceeds received in connection with Dispositions in excess of $10,000,000 (individually or in the aggregate when taken together with all other Net Proceeds received in connection with Dispositions (other than Excluded Dispositions) and all Net Proceeds received in connection with Casualty Events) over the course of a Measuring Period, the relevant Borrower shall deliver to the U.S. Administrative Agent a calculation of the amount of such Net Proceeds and make a mandatory prepayment of the Loans in an amount equal to 100% of such net cash proceedsNet Proceeds within one Business Day of the receipt thereof to be applied as set forth in Section 2.8(f); provided that no mandatory prepayment on account of Net Proceeds shall be required under this clause (ii) if each Borrower informs the U.S. Administrative Agent in writing promptly following receipt of such Net Proceeds of its or such Subsidiary's good faith intention to reinvest such Net Proceeds in substantially similar assets or property that will be used or useful in its business or other assets or property that will be used or useful in its business, and the relevant Borrower or such Subsidiary in fact so reinvests or notifies the U.S. Administrative Agent in writing that it is contractually obligated to reinvest (and does, in fact, so reinvest within 180 days of entering into such contractual obligation) such Net Proceeds within 360 days following the receipt of such Net Proceeds, with the amount of such Net Proceeds not so reinvested after such 360-day period being applied to the repayment of Loans pursuant to Section 2.8(f); provided, so long as no further, that at any time when any Default or Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing, all Net Proceeds (together with Net Proceeds received in connection with Casualty Events not applied as provided in clause (i) below) shall be deposited in an account maintained with the U.S. Administrative Agent to be so used whenever no Default or Event of Default is then continuing on or except as otherwise agreed to by the date of receipt thereof or caused thereby, U.S. Administrative Agent for disbursement at the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes request of the repair, restoration or replacement of the applicable assets thereofrelevant Borrower. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess.

Mandatory Prepayments. (i) On Upon the date of receipt by any Credit Party or any of their Subsidiaries occurrence of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Casualty Event or Asset Sales Sale (that is not otherwise permitted pursuant to Section 9.09) (other than Permitted Dispositionsany Casualty Event or Asset Sale the proceeds of which, when taken together with all proceeds received as a result of all other Casualty Events and Asset Sales since the Closing Date, do not exceed $1,000,000 in the aggregate), the Borrower shall prepay make a mandatory prepayment of the Notes as set forth in Section 2.3(e) Loans in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds received by the Parent Guarantor or any of its Subsidiaries with respect to such net cash proceeds. Casualty Event or Asset Sale, as the case may be, with such amount of Net Cash Proceeds being allocated to the prepayment of principal, the payment of accrued and unpaid interest on such principal amount of the Loans being prepaid and the Prepayment Premium such that the full Prepayment Price applicable to such mandatory prepayment is paid with such Net Cash Proceeds; provided that, (i) notwithstanding the foregoing, in the event of any Asset Sale of the type described in any of clauses (e), (k) or (m) of Section 9.09, to the extent proceeds of any such Asset Sale exceeds $1,000,000 individually for any such Asset Sale or in the aggregate for all such Asset Sales, such excess proceeds shall not be excluded from the mandatory prepayment requirement set forth above in this clause (b), but such excess proceeds shall be available for application as described in clauses (ii) On the date of receipt by any Credit Party or any of their Subsidiariesand (iii) below, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e(ii) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have has occurred and is continuing or would result therefrom, if, within five (5) Business Days following the occurrence of any such Casualty Event or Asset Sale, a Responsible Officer of the Borrower delivers to the Administrative Agent a notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Casualty Event or Asset Sale, to repair, refurbish, restore, replace or rebuild the asset subject to such Casualty Event or Asset Sale, then such Net Cash Proceeds of such Casualty Event or Asset Sale may be continuing on applied for such purpose in lieu of such mandatory prepayment to the date extent such Net Cash Proceeds of receipt thereof such Casualty Event or caused therebyAsset Sale are actually applied for such purpose, and (iii) in the event that Net Cash Proceeds have not been so applied within one hundred and eighty (180) days following the occurrence of such Casualty Event or Asset Sale, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes make a mandatory prepayment of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) Loans in an aggregate amount equal to one hundred percent (100% %) of the unused balance of such net cash proceeds. (iv) On Net Cash Proceeds received by the date of receipt by any Credit Party Parent Guarantor or any of their its Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) such Casualty Event or Asset Sale, as the case may be, with such amount of any Credit Party or any Net Cash Proceeds being allocated to the prepayment of their Subsidiariesprincipal, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% payment of accrued and unpaid interest on such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In Loans being prepaid and the event Prepayment Premium such that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal full Prepayment Price applicable to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of mandatory prepayment is paid with such excessNet Cash Proceeds.

Mandatory Prepayments. (i) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions), the Borrower shall prepay the Notes Loans in amounts as set forth provided below, plus solely in respect of any event specified in clauses (b)(ii) and (b)(iii) below, the Prepayment Premium on the then outstanding principal amount of the Loans being prepaid (calculated in accordance with Section 2.3(e3.03(a), it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), plus any accrued but unpaid interest and fees then due and owing, as follows: (i) in Within three (3) days following receipt by any Obligor of the proceeds of any Casualty Event, an aggregate amount equal to 100% of the net cash insurance or other proceeds received by Borrower with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within two hundred and seventy (270) days (with such reinvestment to be subject to a binding commitment within at least one hundred and eighty (180) days) after receipt of such proceeds, Borrower may apply such net cash proceedsproceeds toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property (i) shall be of equal or like value as the replaced or repaired Collateral and (ii) to the extent any property so replaced or repaired was subject to a first priority security interest in favor of the Lenders at the time of the damage thereto or the destruction thereof shall be deemed Collateral in which Lenders have been granted a first priority security interest and Borrower shall take all such actions required to provide the Lenders with a first priority security interest on such property. (ii) On In the date event Borrower incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, 100% of the net cash proceeds thereof received by Borrower. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) Within three (3) days following receipt by any Credit Party or any Obligor of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from of any Destruction or TakingAsset Sale (excluding any Asset Sale permitted pursuant to Section 9.09 (other than pursuant to Section 9.09(l)), the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such the net cash proceedsproceeds received by Borrower with respect thereto; provided, however, so long as no Default or Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have has occurred and is continuing, within two hundred and seventy (270) days (with such investment to be continuing on the date subject to a binding commitment within at least one hundred and eighty (180) days) after receipt of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any Borrower may invest such net cash proceeds in excess assets of $5,000,000 the general type used in the aggregate during business of the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of Obligors and their Subsidiaries; provided, further, that to the extent any Property subject to such Asset Sale was subject to a first priority security interest in favor of the Lenders at the time of disposition shall be deemed Collateral in which Lenders have been granted a first priority security interest and Borrower shall prepay take all such actions required to provide the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% Lenders with a first priority security interest on such property. For the avoidance of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiariesdoubt, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes made pursuant to this Section 2.3(b)3.03(b)(iii) shall not be deemed to be a consent to any such Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation express consent of the amount of the applicable proceedsMajority Lenders. In the event that the Credit Parties All prepayments made pursuant to this Section 3.03(b) shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cashbe applied pursuant to Section 4.01(b)(ii), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess.

Mandatory Prepayments. (i) On In the date event of any Casualty or Condemnation pursuant to Sections 18 or 19 of the Lease not constituting a Significant Casualty Event or a Significant Condemnation Event, as applicable, within five (5) Business Days following the receipt by any Credit Party the Lessor or any of their Subsidiaries the Lessee of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)such Casualty or Condemnation, the Borrower Lessee shall prepay make a prepayment of the Notes Lease Balance to the Administrative Agent equal to 100% of the Net Proceeds from such Casualty or Condemnation; provided, however, that the Lessee, may, at its option by written notice to the Administrative Agent no later than thirty (30) days (or such longer period as the Administrative Agent may agree in its sole discretion) following the occurrence of such Casualty or Condemnation resulting in such Net Proceeds, apply such Net Proceeds to the rebuilding or replacement of such damaged, destroyed or condemned assets or property so long as (A) such Net Proceeds are in fact used to rebuild or replace the damaged, destroyed or condemned assets or property within one hundred eighty (180) days following the receipt of such Net Proceeds, with the amount of Net Proceeds not so used after such period to be applied as set forth in Section 2.3(e5.3, (B) no Default or Event of Default has occurred and is continuing at the time such proceeds are received or at the time of such rebuilding or replacement, and the Lessee certifies in writing to the Administrative Agent that no Default or Event of Default has occurred and is continuing at such times, and (C) to the extent such Net Proceeds exceed $500,000 prior to the Maturity Date, such Net Proceeds are held in the Completion Reserve Fund while awaiting application (it being acknowledged and agreed that the Completion Reserve Lock-Up Date and the conditions precedent set forth in Section 6.3 (other than Section 6.3(c)) shall not apply to any Disbursements of such Net Proceeds ). If proceeds from a Casualty or Condemnation are received by the Lessor or Lessee after the occurrence and during the continuance of an aggregate Event of Default, the recipient thereof shall hold such proceeds in trust for the Administrative Agent and immediately upon receipt thereof remit such proceeds to the Administrative Agent for application in accordance with Section 5.3. Nothing in this Section 4.2(c) shall be construed to permit, or waive any Default or Event of Default arising directly or indirectly from, any Casualty or Condemnation. (ii) In the event of any Casualty or Condemnation pursuant to Sections 18 or 19 of the Lease constituting a Significant Casualty Event or a Significant Condemnation Event, as applicable, the Lessor and the Lessee shall: (A) immediately notify the Administrative Agent thereof, (B) if directed to do so by the Administrative Agent, make a prepayment equal to the remaining amount of the Lease Balance (regardless of whether any Net Proceeds in respect of such Condemnation or Casualty are received) and (C) hold any Net Proceeds received in respect of such Condemnation or Casualty in trust for the Administrative Agent and immediately upon receipt thereof remit such proceeds to the Administrative Agent for application in accordance with Section 5.3. (iii) In the event of any Asset Sale conducted by the Lessee in violation of Section 8.1(s) or by the Lessor in violation of Section 9.2(j), the Lessee, on its own or on behalf of the Lessor, as applicable, shall make a prepayment of the Lease Balance to the Administrative Agent equal to 100% of the Net Proceeds of such net cash proceedsAsset Sale. (iiiv) On the date of receipt Any prepayment required by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in this Section 2.3(e4.2(c) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, that is made prior to the date that is 90 days following receipt thereof, for purposes of twelve (12) months prior to the repair, restoration or replacement of the applicable assets thereof. Maturity Date (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance without giving effect to any Person (other than Extension Term) shall be accompanied by a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceedsMake-Whole Amount. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess.

Mandatory Prepayments. (i) On Subject to the date of receipt by any Credit Party or any of their Subsidiaries proviso below, upon the occurrence of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)Casualty Event, the Borrower shall prepay make a mandatory prepayment of the Notes as set forth in Section 2.3(e) Term Loan in an aggregate amount equal to the sum of (x) one hundred percent (100% %) of the Net Cash Proceeds received by the Borrower or any other Obligor as a result of such net cash proceeds. Casualty Event up to the principal amount outstanding of the Term Loan, and (iiy) On any accrued but unpaid interest on such principal amount of the date Term Loan being prepaid; provided that so long as no Default or Event of receipt by any Credit Party Default has occurred and is continuing at the time the Borrower or any Obligor shall have received such Net Cash Proceeds, if, within five (5) Business Days following the occurrence of their any such Casualty Event, a Responsible Officer of the Borrower may deliver to the Administrative Agent a notice (each, a “Casualty Event Reinvestment Notice”) to the effect that the Borrower or applicable Obligor intends to apply the Net Cash Proceeds from such Casualty Event to acquire, replace or rebuild the property subject to such Casualty Event or to the cost of purchase or construction of other assets useful in the business of the Borrower or its Subsidiaries, or then such Net Cash Proceeds of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment, provided further that, in the Agent as loss payee, event that Net Cash Proceeds have not been so applied within one hundred eighty (180) days following the occurrence of any net cash proceeds from any Destruction or Takingsuch Casualty Event, the Borrower shall prepay make a mandatory prepayment of the Notes as set forth in Section 2.3(e) Term Loan in an aggregate amount equal to the sum of (A) one hundred percent (100% %) of the unused balance of such net cash proceeds; Net Cash Proceeds received by the Borrower or any other Obligor as a result of such Casualty Event up to the principal amount outstanding of the Term Loan, and (B) any accrued but unpaid interest on such principal amount of the Term Loan being prepaid, provided, so long as no further, that to the extent that the property subject to the Casualty Event is Collateral, then any such acquired, replaced, repaired, purchased or constructed property shall be Collateral in which the Administrative Agent, for the benefit of Default the Lenders, has been granted a security interest under the Security Documents. (or event or circumstance that, ii) Upon receipt of the Tucson Real Estate Sale Proceeds in accordance with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused therebySection 8.22, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes make a mandatory prepayment of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds Obligations in excess of $5,000,000 in the an aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) amount equal in an aggregate amount equal to 100% the lesser of (i) the entire outstanding Obligations as of such net cash proceedsdate and (ii) one hundred percent (100%) of the Net Cash Proceeds received by the Borrower from Icagen-T in connection with such sale, to be applied pursuant to Section 3.03(d) below. (iii) Upon the receipt of upfront proceeds pursuant to Section 8.18(b), the Borrower shall make a mandatory prepayment of the Term Loan in an aggregate amount not to exceed the lesser of (i) the entire outstanding Obligations as of such date and (ii) $2,000,000, to be applied pursuant to Section 3.03(d) below; provided that if a sale of the North Carolina Business occurs, then no mandatory prepayment shall be required pursuant to this clause (b)(iii). Notwithstanding the forgoing, the amount of any mandatory prepayment required by this Section 3.03(b)(iii) shall be decreased by the amount of any prepayment made pursuant to Section 3.03(b)(iii) of the Icagen-T Credit Agreement. (iv) On Upon the date sale of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than North Carolina Business in accordance with respect to Permitted Indebtedness) of any Credit Party or any of their SubsidiariesSection 8.26, the Borrower shall prepay make a mandatory prepayment of the Notes as set forth in Section 2.3(e) Term Loan in an aggregate amount equal to 100% the lesser of (i) the entire outstanding Obligations as of such net cash proceeds. date and (vii) On one hundred percent (100%) of the date of receipt Net Cash Proceeds received by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal connection with such sale, to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes be applied pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess3.03(d) below.

Mandatory Prepayments. (ia) On In the date of receipt by any Credit Party event and on each occasion that Holdings or any of their Subsidiaries Subsidiary shall receive any Net Cash Proceeds in respect of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)Prepayment Event, the Borrower shall shall, on the day such Net Cash Proceeds are received (or, in the case of a Prepayment Event described in clause (a) of the definition of such term, within three Business Days after such Net Cash Proceeds are received), prepay the Notes as set forth in Section 2.3(e) Loans in an aggregate amount equal to (i) 50% of such Net Cash Proceeds, in the case of Net Cash Proceeds in respect of any Prepayment Event described in clause (d) of the definition of such term, and (ii) 100% of such net Net Cash Proceeds, in the case of Net Cash Proceeds in respect of any other Prepayment Event; provided that, in the case of any event described in clause (a) of the definition of the term “Prepayment Event”, if each of Holdings and the Borrower shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of its Financial Officer to the effect that the Borrower intends to cause the Net Cash Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 270 days after receipt of such Net Cash Proceeds to acquire real property, equipment or other fixed assets to be used in the business of the Borrower and its subsidiaries and certifying that 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 from such event (or the portion of such Net Cash Proceeds 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 270-day period, at which time a prepayment shall be required in an amount equal to the Net Cash Proceeds that have not been so applied; provided further that, prior to such application or prepayment, such Net Cash Proceeds (or such portion thereof, if applicable) shall be deposited into a cash proceedscollateral account with respect to which the Collateral Agent shall have received a counterpart, duly executed and delivered by the Borrower and the depositary bank with respect thereto, of a Control Agreement (an “Asset Sales Collateral Account”). (iib) On Subject to Section 2.23(a), following the date end of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Takingeach Sweep Period, the Borrower shall prepay the Notes as set forth in Section 2.3(e) Loans in an aggregate amount equal to 100(i) 100.0% (or, if the Leverage Ratio as of the last day of such net cash proceedsSweep Period shall have been less than 0.50 to 1.00, 25.0%) of Excess Cash Flow for such Sweep Period less (ii) any optional prepayment of Loans made by the Borrower pursuant to Section 2.12 during such Sweep Period; provided, so long however, that no prepayment shall be required pursuant to this paragraph with respect to Excess Cash Flow for any Sweep Period if, and only to the extent that, at the time such prepayment is required to be made pursuant to this paragraph, (A) an ABL Availability Deficit shall have occurred as no of the last day of the month most recently ended prior to such time or would result therefrom or (B) an ABL Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on (any Excess Cash Flow not applied to prepay Loans by reason of this proviso (unless subsequently so applied pursuant to the date immediately following proviso) is being referred to as the “Deferred Excess Cash Flow”); provided further, however, that, at any time the Deferred Excess Cash Flow shall be greater than zero, and so long as no ABL Availability Deficit and no ABL Event of receipt thereof or caused thereby, the Borrower Default shall have the option to apply occurred and be continuing at such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiariestime, the Borrower shall prepay the Notes as set forth in Section 2.3(e) Loans in an aggregate amount equal to 100% the amount, if any, by which (x) the Deferred Excess Cash Flow at such time exceeds (y) the ABL Availability Threshold at such time. Each prepayment pursuant to this paragraph shall be made no later than the fifth day following the date on which financial statements covering the most recent fiscal quarter of the Borrower included in such Sweep Period are first delivered pursuant to Section 5.01(a) or 5.01(b) (and in any event no later than the fifth day following the last day on which such financial statements may be delivered in compliance with such Section); provided, however, that each prepayment required to be made pursuant to the immediately preceding proviso shall be made no later than the first Business Day following the date of the satisfaction of the requirements to the making of such net cash proceedsprepayment set forth in such proviso. (ivc) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes All prepayments pursuant to this Section 2.3(b)shall be subject to Section 2.16, but shall otherwise be without premium or penalty. (d) Any prepayment pursuant to this Section shall be applied pro rata against the remaining scheduled installments of principal due in respect of the Loans under Section 2.11. (e) Notwithstanding any other provision of this Section, the Borrower may defer any mandatory prepayment of less than $250,000 that otherwise would be required to be made under this Section (other than, until and unless the Debt Service Reserve Account Requirement shall have been satisfied, any payment under paragraph (b) above that is required to be deposited into the Debt Service Reserve Account pursuant to Section 2.23(a)) until the aggregate amount of (i) all mandatory prepayments so deferred and not theretofore made and (ii) any mandatory prepayment then due shall be at least $250,000, at which time the Borrower shall make all such deferred prepayments; provided, however, that prior to the application of such deferred amounts pursuant to this Section, such amounts shall be deposited into an Asset Sales Collateral Account. (f) The Borrower shall deliver to the Agent Administrative Agent, at the time of each prepayment required under this Section, (i) a certificate signed by a Financial Officer of an authorized officer thereof demonstrating each of Holdings and the Borrower setting forth in reasonable detail the calculation of the amount of such prepayment and (ii) to the applicable proceedsextent practicable, at least five Business Days’ prior written or fax notice. In Each such notice shall specify the event that prepayment date and the Credit Parties shall subsequently determine that the actual principal amount of each Borrowing (or portion thereof) to be prepaid. Promptly following receipt of any such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash)notice, the Borrower Administrative Agent shall promptly make an additional prepayment advise the Lenders of all any notice given pursuant to this Section and of each Lender’s portion of any prepayment. Prepayments shall be accompanied by accrued interest on the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessamounts prepaid.

Mandatory Prepayments. (ia) On [Reserved]. (b) Insurance/Condemnation Proceeds. No later than the [**] following the date of receipt by any Credit Loan Party of any Net Proceeds from insurance payment or any of their Subsidiaries of any net cash proceeds condemnation, taking or other casualty event in excess of $200,000 [**] in the aggregate during in any Fiscal Year from any Asset Sales (other than Permitted Dispositions)Year, the Borrower Company shall prepay the Notes Term Loan as set forth in Section 2.3(e2.11(a) in an aggregate amount equal to 100% such Net Proceeds in excess of such net cash proceeds. (ii) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds$[**]; provided, (i) so long as no Default or Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on continuing, (ii) Company has delivered Administrative Agent prior written notice of Company’s intention to apply such Net Proceeds (the date “Reinvestment Amounts”) to the costs of research, development, manufacturing, Commercialization, license, purchase, or other acquisition or investment of or in other assets or Products used or useful in the business of the Loan Parties, including working capital, capital expenditures and Permitted Acquisitions (the “Permitted Reinvestment Purposes”), (iii) the monies are held in a Deposit Account or Securities Account in which the Administrative Agent has a perfected first-priority security interest, and (iv) the Loan Parties complete such cost payment, reinvestment or purchase within [**] after the initial receipt thereof or caused therebyof such monies, the Borrower Loan Parties shall have the option to apply such net cash proceeds, prior Reinvestment Amounts to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. any Permitted Reinvestment Purposes in an aggregate amount not to exceed (iii1) On the date of receipt by any Credit Party or any of their Subsidiaries $[**] in respect of any net cash proceeds in excess of individual event and (2) $5,000,000 [**] in the aggregate during the term of this Agreement from a capital contribution by Agreement; provided, that if any Person (other than an Elevate Credit Subsidiary) to, such Net Proceeds are no longer intended to be or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of cannot be so reinvested during the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash)[**] period, the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to any such excess (or applicable percentage thereof), and the Net Proceeds shall be applied within [**] after Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of reasonably determines that such excess.Net

Mandatory Prepayments. The Borrowers shall: (ia) On the date of promptly, and in any event within three Business Days, after receipt by any Credit Party or any of their Subsidiaries Subsidiary or Agent of any net cash proceeds in excess condemnation awards with respect to any Loss, make a mandatory prepayment of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions), the Borrower shall prepay the Notes as set forth in Section 2.3(e) Loans in an aggregate amount equal by which such condemnation award proceeds exceed the actual cost incurred by the Credit Parties or such Subsidiary to 100% repair or replace the property or asset which was the subject of the condemnation giving rise to such net cash condemnation award proceeds.; (iib) On the date of promptly, and in any event within three Business Days, after receipt by any Credit Party or any of their Subsidiaries, Subsidiary or the Agent as loss payee, of any net cash insurance proceeds with respect to any Loss resulting from any Destruction or Takinga casualty, make a mandatory prepayment of the Borrower shall prepay the Notes as set forth in Section 2.3(e) Loans in an aggregate amount equal by which such insurance proceeds exceed the actual cost incurred by the Credit Parties or such Subsidiary to 100% of such net cash proceeds; provided, so long as no Event of Default (repair or event replace the property or circumstance that, with asset which was the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes subject of the repair, restoration Loss or replacement of the applicable assets thereof.deemed Loss giving rise to such insurance proceeds; (iiic) On the date of promptly, and in any event within three Business Days, after receipt by any Credit Party or any of their Subsidiaries Subsidiary or any Agent of any net cash insurance proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement with respect to any Loss resulting from a capital contribution by any Person (other than an Elevate Credit Subsidiary) toliability, or make a mandatory prepayment of the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) Loans in an aggregate amount equal by which such insurance proceeds exceed the amount of the liability to 100% of be satisfied with such net cash proceeds.proceeds (to the extent such liability is so satisfied); (ivd) On the date of upon receipt by any Credit Party or any of their Subsidiaries Subsidiary or any Agent of any net cash proceeds from Net Disposition Proceeds, make a mandatory prepayment of the incurrence Loans in an amount equal to the percentage of such Net Disposition Proceeds, set forth in the table below, in each case based upon the Total Leverage Ratio as of the last day of the preceding fiscal quarter; PROVIDED, that this clause (d) shall not in any Indebtedness (other than with respect event be deemed a consent to Permitted Indebtedness) of any disposition by any Credit Party which is otherwise prohibited by the terms of this Agreement or of any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds.other Loan Documents; (ve) On the date of upon receipt by any Credit Party or any of their Subsidiaries Subsidiary or any Agent of any Extraordinary ReceiptsNet Securities Proceeds, make a mandatory prepayment of the Borrower shall prepay Loans in an amount equal to the Notes as percentage of such Net Securities Proceeds set forth in Section 2.3(ethe table below, in each case based upon the Total Leverage Ratio as of the last day of the preceding fiscal quarter; PROVIDED, that this clause (e) shall not in any event be deemed a consent to any issuance or sale of Stock by any Credit Party which is otherwise prohibited by the terms of this Agreement or of any of the other Loan Documents; ----------------------------- --------------------------- Total Leverage Ratio Percentage of Proceeds ----------------------------- --------------------------- less than or equal to 4.25x 75% ----------------------------- --------------------------- less than or equal to 3.25x 50% but <4.25x ----------------------------- --------------------------- <3.25x 25% ----------------------------- --------------------------- (f) concurrently with receipt by any Credit Party after the Closing Date of any Net Indebtedness Proceeds during any Fiscal Year (excluding any Indebtedness permitted to be incurred pursuant to SECTION 6.2.3), make a mandatory prepayment of the Loans, in an aggregate amount equal to 100% such Net Indebtedness Proceeds; PROVIDED that this clause (f) shall not in any event be deemed a consent to any incurrence or issuance of such Extraordinary ReceiptsIndebtedness by any Credit Party which is otherwise prohibited by the terms of this Agreement or any of the other Loan Documents; and (g) upon the occurrence of a Change of Control, make a mandatory prepayment of the entire outstanding principal amount of all Loans together with accrued and unpaid interest and all other outstanding Obligations. (vih) If at All prepayments made pursuant to this SECTION 3.3.3 shall be applied to the Loans on a pro rata basis until the Loans are repaid in full. Each such prepayment shall be accompanied by (i) the payment of all accrued and unpaid interest with respect to the principal being prepaid through the date of prepayment, (ii) the payment of any time amounts then due pursuant to SECTION 3.4.8 or SECTION 3.5.2, and (iii) other than prepayments made under SECTION 3.3.3(A) through (e), by the then outstanding principal balance payment of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excessApplicable Prepayment Premium. (viii) Concurrently with Notwithstanding the provisions of Sections 3.3.3(c) and (d) to the contrary, to the extent that any prepayment insurance proceeds or Net Disposition Proceeds arise from the Loss or disposition of Revolver Priority Collateral, the Notes pursuant to this amounts due under Section 2.3(b3.3.3(c) or (d), as the Borrower case may be, shall deliver to be reduced on a dollar for dollar basis for all mandatory prepayments made under the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Revolver Credit Parties shall subsequently determine that the actual amount Agreement out of such insurance proceeds exceeded the amount set forth in such certificate (including or Net Disposition Proceeds, as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessapplicable.

Mandatory Prepayments. (i) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions), the The Borrower shall prepay the Notes Term Loan in amounts as set forth provided below, plus the Prepayment Premium on the principal amount of the Term Loan being prepaid (calculated in accordance with Section 2.3(e3.03(a)(ii), it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), plus any accrued but unpaid interest and fees then due and owing, as follows: (i) in In the event of any Casualty Event, an aggregate amount equal to 100% of the Net Cash Proceeds received by the Obligors with respect thereto; provided, however, so long as no Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such net cash proceedsNet Cash Proceeds, the Borrower may apply the Net Cash Proceeds of any casualty policy toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) On In the date of receipt event any Obligor incurs Indebtedness other than Indebtedness that is permitted by any Credit Party or any of their SubsidiariesSection 9.01 hereof, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of the Net Cash Proceeds thereof received by such net cash proceeds; providedObligor. For the avoidance of doubt, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes made pursuant to this Section 2.3(b)3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation express consent of the amount of the applicable proceedsMajority Lenders. In the event that the Credit Parties All prepayments made pursuant to this Section 3.03(b) shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cashbe applied pursuant to Section 4.01(b), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess.

Mandatory Prepayments. Borrower shall be required to make prepayments (“Mandatory Prepayments”) in each of the following events: (a) in the event any of the Collateral is the subject of a Casualty Event, a Mandatory Prepayment equal to the amount of the Casualty Proceeds received by Borrower on account thereof (provided that no such Mandatory Prepayment shall be required to the extent that Borrower uses such Casualty Proceeds for repair or replacement for any Casualty Event if the amount of Casualty Proceeds does not exceed $25,000,000.00, or such higher amount as may be approved by the Required Lenders at their discretion, and so long as (i) On a contract for such repair or replacement is entered into within 180 days of such Casualty Event for such repairs and/or the date acquisition of receipt such replacements, (ii) such repair or replacement is effected within 360 days of such Casualty Event, and (iii) any such replacements are covered by the lien in favor of the Administrative Agent on the Collateral); (b) upon the issuance of any Credit Party or equity securities in a capital raising transaction resulting in net proceeds to Borrower of an amount in excess of $10,000,000.00, a Mandatory Prepayment equal to fifty percent (50.0%) of the net proceeds of such offering of equity securities to the extent not used, under the conditions set forth below, for acquisitions and/or capital investment within 360 days of receipt, provided that in the event Borrower desires to use any of their Subsidiaries such net proceeds to pay amounts owing under any of the Senior Unsecured Notes or Senior Subordinated Notes, and Borrower provides the Administrative Agent with ten (10) days advance written notice of its intention to make such payment or payments then, if Administrative Agent requires a Mandatory Prepayment under this clause (b), the amount of such Mandatory Prepayment required under this clause (b) shall be the Pro Rata Amount; (c) upon sale or other disposition of any non-current assets (except for sales in the ordinary course of business) which are a part of the Collateral (other than Collateral with respect to which the lien is released pursuant to the provisions of Section 9.15 hereof), a Mandatory Prepayment equal to one hundred percent (100%) of the net cash proceeds in excess of $200,000 10,000,000 received by Borrower to the extent that such excess net proceeds are not used, under the conditions set forth below, for acquisitions and/or capital investment within 360 days of receipt by Borrower, of or in assets which are covered by a first priority perfected lien in favor of the Administrative Agent subject to Permitted Encumbrances; (d) upon sale or other disposition of any non-current assets (except for sales in the aggregate during ordinary course of business) which are not part of the Collateral, if Borrower at any Fiscal Year from time subsequent to such sale desires to use (and is not required to do so under the terms of any Asset Sales secured or unsecured credit facility or indenture) any of the net proceeds thereof to pay amounts owing under any of the Senior Unsecured Notes, Borrower (other than Permitted Dispositions), i) shall provide the Borrower shall prepay the Notes as set forth in Section 2.3(eAdministrative Agent with ten (10) in an aggregate amount equal days advance written notice of its intention to 100% of make such net cash proceeds. payment and (ii) On shall, if required to do so by the date Administrative Agent, make a Mandatory Prepayment in the Pro Rata Amount; and (e) at any time that the aggregate outstanding principal balance owing under the Revolving Loan (including the Converted Loans) (i) exceeds the Available Amount or (ii) exceeds the Aggregate Commitment, as it may be reduced from time to time, a Mandatory Prepayment equal to the amount of receipt by any Credit Party or any such excess. In each case of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% offering of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess.equity

Mandatory Prepayments. (ia) On In addition to the date scheduled repayments provided for in Section 2.4 hereof, EnergySolutions shall prepay the Term Loans in an amount equal to 100% of receipt the Net Proceeds (w) from any sale or disposition by any Credit Party Holdco, Parent or any of their Subsidiaries of any net cash proceeds interest in excess of $200,000 in the aggregate during any Fiscal Year Loan Party (other than from a sale to another Loan Party), (x) except as set forth below, from any Permitted Asset Sales (other than Permitted Dispositions), the Borrower shall prepay the Notes any Excluded Asset Sales) and (y) except as set forth in Section 2.3(e5.5(e) hereof, received as a result of a casualty or condemnation. Such amount shall be applied on the third Business Day following receipt thereof by EnergySolutions or the affected Subsidiary in accordance with Section 2.6(b). EnergySolutions shall also prepay the Term Loans, with application thereto in accordance with Section 2.6(b), in respective amounts equal to the after-Tax amount of any refund, purchase price adjustment, claim or credit arising under any agreement governing or relating to any acquisition of any assets or business. Notwithstanding the foregoing, with respect to any Net Proceeds realized or received with respect to any Permitted Asset Sales (other than any Excluded Asset Sales), at the option of EnergySolutions, and so long as no Default or Event of Default shall have occurred and be continuing, EnergySolutions may reinvest all or any portion of such Net Proceeds in assets used or useful for its business within three hundred sixty-five (365) days following receipt of such Net Proceeds; provided, however, that (i) if the property subject to such asset sale constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the Administrative Agent, for the benefit of the Secured Parties and (ii) if any Net Proceeds are no longer intended to be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Proceeds shall be immediately applied to the prepayment of the Loans in accordance with Section 2.6(b). For the purposes of calculating the mandatory prepayment required by this Section 2.8(a), “Net Proceeds” shall exclude all Net Proceeds received by Duratek and its Subsidiaries; provided that “Duratek and its Subsidiaries” shall not include EnergySolutions and its Subsidiaries if EnergySolutions is a Subsidiary of Duratek. (b) In addition to the scheduled repayments provided for in Section 2.4 hereof, EnergySolutions shall prepay the Term Loans in an amount equal to one hundred percent (100%) of the Net Proceeds received after the Second Amendment Effective Date from any Indebtedness for Money Borrowed incurred by Holdco, EnergySolutions, Parent or any of their Subsidiaries, except for Indebtedness for Money Borrowed (i) permitted by Section 7.1 hereof or (ii) incurred in connection with any Permitted Investments or Permitted Acquisitions permitted under Section 7.6 hereof (including any Indebtedness assumed by EnergySolutions or the Subsidiaries in connection with any such Permitted Investment or Permitted Acquisition), to the extent that upon consummation of any such Permitted Investment or Permitted Acquisition such Net Proceeds were invested in, or used to acquire, such Permitted Investment or Permitted Acquisition. Such amount shall be applied on the third Business Day following receipt thereof by EnergySolutions, Parent or the affected Subsidiary in accordance with Section 2.6(b). For the purposes of calculating the mandatory prepayment required by this Section 2.8(b), “Net Proceeds” shall exclude all Net Proceeds received from any Indebtedness for Money Borrowed incurred by Duratek and its Subsidiaries; provided that “Duratek and its Subsidiaries” shall not include EnergySolutions and its Subsidiaries if EnergySolutions is a Subsidiary of Duratek. (c) In addition to the scheduled repayments provided for in Section 2.4 hereof, for each fiscal quarter during the term hereof (commencing with the fiscal quarter ended September 30, 2006), on or prior to the fifth Business Day following delivery of the financial statements required by Sections 6.1 and 6.2 hereof for the most recently completed fiscal quarter, (x) so long as the Leverage Ratio as of the end of the most recently completed fiscal quarter is equal to or greater than 3.0 to 1.0, EnergySolutions shall prepay the Term Loans in an amount equal to the difference between (i) fifty percent (50%) of Excess Cash Flow for the most recently completed fiscal quarter and (ii) an amount equal to the optional prepayments made pursuant to Section 2.6 in such fiscal period, (y) if the Leverage Ratio as of the end of the most recently completed fiscal quarter is less than 3.0 to 1.0 and greater than 1.0 to 1.0, EnergySolutions shall prepay the Term Loans in an amount equal to the difference between (i) twenty-five percent (25%) of Excess Cash Flow for the most recently completed fiscal quarter and (ii) an amount equal to the optional prepayments made pursuant to Section 2.6 in such fiscal period and (z) if the Leverage Ratio as of the end of the most recently completed fiscal quarter is less than or equal to 1.0 to 1.0, EnergySolutions shall not be required prepay the Term Loans. (d) On each date when the aggregate amount of all Synthetic Letter of Credit Outstandings exceeds the Synthetic Facility Available Amount, EnergySolutions shall cash collateralize all Synthetic Letter of Credit Outstandings in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (viie) Concurrently with any Any prepayment of the Notes pursuant to this Section 2.3(b), 2.8 shall be made in the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount manner set forth in such certificate (including as a result of the conversion of non-cash proceeds into cashSection 2.6(b), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess.

Mandatory Prepayments. Borrower shall make a mandatory prepayment to the Administrative Agent for the account of the Lenders in accordance with their Applicable Percentages, promptly upon receipt thereof, equal to all (i100%) On of the date of receipt Net Proceeds received by any Credit Party the Borrower or any of their its Subsidiaries or Affiliates from (1) the sale or other disposition of assets in any net cash proceeds one fiscal year in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales five percent (5%) of Borrower's Consolidated Total Assets (other than Permitted Dispositions)sales of Inventory in the ordinary course of business, the Borrower shall prepay the Notes as set forth sales of obsolete or worn-out assets and sale proceeds reinvested in Section 2.3(eassets within one hundred twenty (120) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following after receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. ); (iii2) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness for borrowed money, except for leases permitted under the terms of this Agreement; (3) insurance, condemnation and similar recoveries in excess of $100,000 other than with respect to Permitted Indebtednesssuch recoveries that are applied toward repair or replacement of the damaged property within thirty (30) of days after receipt thereof; (4) any Credit Party net payments or other net recoveries from WTC, PPI or any of their Subsidiaries, other Person under the Borrower shall prepay Merger Agreement in the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate form of an authorized officer thereof demonstrating the calculation indemnification payment or other reimbursement for breach of representations, warranties or indemnities other than the amount of such payments or recoveries which are reimbursements for costs actually incurred by Borrower or any Subsidiary or any Affiliate; and (5) the reversion of Pension Plan assets. Borrower shall give to the Administrative Agent written notice of the occurrence of an event requiring a mandatory prepayment hereunder promptly, but not later than within thirty (30) days after the occurrence of such an event. The proceeds of any mandatory prepayments paid to or for the account of the Lenders shall be applied by the Lender entitled thereto on the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash)Indebtedness hereunder first to accrued interest, the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal fees and expenses payable thereon and then to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessprincipal.

Mandatory Prepayments. (i) On Notwithstanding the date provisions of receipt by any Credit Party or any Section 6.4 hereof and subject to the terms of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions), the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; providedIntercreditor Agreement, so long as no Event of Default (exists or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have has occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof.continuing: (iiia) On Upon the date of receipt by any Credit Party Borrower or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their its Subsidiaries of any Extraordinary Receipts, the Borrower Borrowers shall immediately prepay the Notes Working Capital Debt and the Obligations as set forth in Section 2.3(e) below, in an aggregate amount equal to 100% of such Extraordinary Receipts., net of any reasonable expenses incurred in collecting such Extraordinary Receipts: (vii) If at any time if such Extraordinary Receipts are the proceeds of Inventory or Accounts, then such proceeds shall be applied, FIRST, to the outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In WC Revolving Loans, SECOND, to the event that the Credit Parties shall subsequently determine that the actual outstanding principal amount of the WC Term Loans, and THIRD, to the outstanding principal amount of the Loan; and (ii) if such Extraordinary Receipts are the proceeds of any other Collateral (other than Inventory or Accounts), then such proceeds exceeded shall be applied FIRST, to the outstanding principal amount set forth in such certificate (including as a result of the conversion WC Term Loans and, SECOND, at Borrowers' option, to either (A) the outstanding principal amount of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment Loan or (B) the outstanding principal amount of the WC Revolving Loans so long as (in the case of clause (B) only) the Working Capital Agent establishes and maintains a permanent Reserve against the aggregate Borrowing Base of all the Notes Borrowers, in an amount equal to the amount of such excess net proceeds that are so applied by Borrowers to the prepayment of principal of the WC Revolving Loans; PROVIDED, HOWEVER, that (A) so long as no Default or an Event of Default has occurred and is continuing, on the date such Person 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 Extraordinary Receipts received by the Borrowers 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 (x) the Agent for the benefit of the Lenders has a first-priority Lien (subject to the prior liens of the Working Capital Agent) on such replacement (or applicable percentage thereofrepaired or restored) property or assets, (y) the Borrowers deliver a certificate to the Agent within 10 days after the date of receipt of such Extraordinary Receipts 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 120 days 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, the Borrowers obtain the prior written consent of the Agent and (B) if all or any portion of such Extraordinary Receipts are not so used within the 120-day period, such unused Extraordinary Receipts shall be applied to prepay the Working Capital Debt and the Obligations in accordance with this Section 2.3(a). Pending such reinvestment, the Extraordinary Receipts shall be applied as a prepayment of WC Revolving Loans but not as a permanent reduction in the Revolving Loan Limit (as defined in the Working Capital Loan Agreement) and no Reserve shall be taken against the Borrowing Base. Any Extraordinary Receipts applied to repair, refurbish or replace Collateral pursuant to and in accordance with this Section 2.3(a) shall not be deemed Capital Expenditures for purposes of this Agreement. (b) 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), Borrowers shall concurrently immediately prepay the Working Capital Debt and the Obligations, in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection therewith deliver as follows: FIRST, to the outstanding principal amount of the WC Term Loans, and SECOND, at Borrower's option to either (A) the outstanding principal amount of the Loan or (B) the outstanding principal amount of the WC Revolving Loans so long as (in the case of clause (B) only) the Working Capital Agent establishes and maintains a certificate permanent Reserve against the aggregate Borrowing Base of all Borrowers in an authorized officer thereof demonstrating amount equal to the derivation amount of such excessNet Cash Proceeds that are so applied by Borrowers to the prepayment of principal of the WC Revolving Loans. The provisions of this subsection (b) 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. (c) Upon the sale or disposition of any Collateral by any Borrower or any of its Subsidiaries as permitted in Section 9.7(b)(ii) or (vi) or upon the sale or disposition of any Collateral of any Borrower or any of its Subsidiaries not otherwise permitted by the terms of this Agreement but consented to by Required Lenders, Borrowers shall immediately prepay the Working Capital Debt and the Obligations as set forth below, in an amount equal to 100% of the Net Cash Proceeds received by such Person in connection with such sale or disposition: (i) if such sale or disposition is of Inventory or Accounts, then such Net Cash Proceeds shall be applied, FIRST, to the outstanding principal amount of the WC Revolving Loans, SECOND, to the outstanding principal amount of the WC Term Loans, and third, to the outstanding principal amount of the Loan; and (ii) if such sale or disposition is of any other Collateral (other than (x) Inventory or Accounts or (y) the Real Property described in subsection (c)(iii) below), then such Net Cash Proceeds shall be applied, FIRST, to the outstanding principal amount of the WC Term Loans, and SECOND, at Borrower's option to either (A) the outstanding principal amount of the Loan or (B) the outstanding principal amount of the WC Revolving Loans so long as (in the case of this clause (B) only) the Working Capital Agent establishes and maintains a permanent Reserve against the aggregate Borrowing Base of all Borrowers in an amount equal to the amount of such Net Cash Proceeds that are so applied by Borrowers to the prepayment of principal of the WC Revolving Loans. (iii) if such sale or disposition is of any Real Property described in Section 9.7(b)(vi), then such Net Cash Proceeds shall be applied as follows: FIRST, the initial $2,000,000 of the Net Cash Proceeds from the sale or disposition of all such Real Property shall be split 50/50 between the Working Capital Loan Agreement and this Agreement, with the portion allocable to this Agreement being applied to the outstanding principal amount of the Loan and the portion allocable to the Working Capital Loan Agreement being applied, at Borrower's option, to either (A) the outstanding principal amount of the W/C Term Loans or (B) the outstanding principal amount of the WC Revolving Loans so long as (in the case of this clause (B) only) the Working Capital Agent establishes and maintains a permanent Reserve against the aggregate Borrowing Base of all Borrowers in an amount equal to the amount of such Net Cash Proceeds that are so applied by Borrowers to the prepayment of principal of the WC Revolving Loans; and

Mandatory Prepayments. (i) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions), the The Borrower shall prepay the Notes Term Loans in amounts as set forth provided below, plus the Prepayment Premium on the principal amount of the Term Loans being prepaid (calculated in accordance with Section 2.3(e3.03(a)(ii), it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), plus any accrued but unpaid interest and fees then due and owing, as follows: (i) in In the event of any Casualty Event, an aggregate amount equal to 100% of the Net Cash Proceeds received by the Obligors with respect thereto; provided, however, so long as no Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such net cash proceedsNet Cash Proceeds, the Borrower may apply the Net Cash Proceeds of any casualty policy up to $500,000 with respect to any loss, but not exceeding $750,000 in the aggregate for all losses under all casualty policies during the term of this Agreement, toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) On In the date of receipt event any Obligor incurs Indebtedness other than Indebtedness that is permitted by any Credit Party or any of their SubsidiariesSection 9.01 hereof, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of the Net Cash Proceeds thereof received by such net cash proceeds; providedObligor. For the avoidance of doubt, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes made pursuant to this Section 2.3(b)3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation express consent of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessMajority Lenders.

Mandatory Prepayments. (i) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions), the Borrower shall prepay the Notes Term Loans in amounts as set forth provided below, plus in the case of any prepayment made pursuant to Sections 3.03(b)(ii) and 3.03(b)(iii), the Prepayment Premium on the principal amount of the Term Loans being prepaid (calculated in accordance with Section 2.3(e3.03(a)(ii), it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), plus any accrued but unpaid interest and fees then due and owing, as follows: (i) in In the event of any Casualty Event, an aggregate amount equal to 100% of the Net Cash Proceeds received by Borrower or any Material Subsidiary with respect thereto; provided, however, so long as no Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such net cash proceedsNet Cash Proceeds, the Obligors may apply the Net Cash Proceeds of any casualty policy toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders or the Administrative Agent and the Lenders have been granted a security interest under the Security Documents. (ii) On In the date of receipt by any Credit Party event Borrower or any of their SubsidiariesMaterial Subsidiary incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of the Net Cash Proceeds received by Borrower or such net cash proceeds; providedMaterial Subsidiary. For the avoidance of doubt, so long as no any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default (or event or circumstance thatwhich occurs in connection therewith, it being understood that any such Event of Default may only be waived with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes express consent of the repair, restoration or replacement of the applicable assets thereofMajority Lenders. (iii) On In the date of receipt by any Credit Party event Borrower or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution Material Subsidiary consummates an Asset Sale other than an Asset Sale that is permitted by any Person Section 9.09 hereof (other than Section 9.09(i)), an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of the Net Cash Proceeds received by Borrower or such net cash proceeds. Material Subsidiary in connection with such Asset Sale; provided, #98195096v26 however, so long as no Default has occurred and is continuing, within one hundred eighty (iv180) On the date days after receipt of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiariessuch Net Cash Proceeds), the Borrower Obligors may use such Net Cash Proceeds not exceeding $1,000,000 in the aggregate for all Asset Sales during the term of this Agreement, to purchase, replace, repair or restore properties or assets used in the Obligors’ businesses; provided, further, that any such purchased, replaced, repaired or restored property shall prepay be Collateral in which the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% Administrative Agent for the benefit of such net cash proceeds. (v) On the date Lenders or the Administrative Agent and the Lenders have been granted a security interest under the Security Documents. For the avoidance of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receiptsdoubt, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes made pursuant to this Section 2.3(b3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. Notwithstanding any provision under this Section 3.03(b) to the contrary, (x) any amounts that would otherwise be required to be paid by Borrower pursuant to Section 3.03(b) shall not be required to be so prepaid to the extent of any such Net Cash Proceeds are received by a Foreign Subsidiary of Borrower not organized under the laws of Switzerland, for so long as the repatriation to the United States or Switzerland of any such amounts would be prohibited under any Requirement of Law or conflict with the fiduciary duties of such Foreign Subsidiary’s directors, or result in, or could be reasonably expected to result in, a material risk of personal or criminal liability for any officer, director, employee, manager, member of management or consultant of such Foreign Subsidiary (Borrower agrees to cause such Foreign Subsidiary to promptly take all commercially reasonable actions required by the applicable local Law to permit such repatriation), and once such repatriation of any such affected Net Cash Proceeds is permitted under the Borrower shall deliver applicable Requirement of Law and, to the Agent a certificate of an authorized officer thereof demonstrating extent applicable, would no longer conflict with the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount fiduciary duties of such proceeds exceeded director, or result in, or could reasonably be expected to result in, a material risk of personal or criminal liability for the amount set forth Persons described above, such repatriation will be promptly effected and such repatriation of Net Cash Proceeds will be promptly (and in any event not later than five (5) Business Days after such certificate repatriation) applied (including net of additional taxes payable or reserved against as a result thereof) to the repayment of the conversion Term Loans pursuant to this Section 3.03(b) to the extent provided herein and (y) if the repatriation by a Foreign Subsidiary of non-cash proceeds into cashBorrower not organized under the laws of Switzerland to the United States or Switzerland of any amount required to be paid pursuant to Section 3.03(b) would result in material adverse tax consequences to the Obligors (such amount, a “Restricted Amount”), as reasonably determined by Borrower, the amount Borrower shall promptly make an additional prepayment be required to pay pursuant to Section 3.03(b) shall be reduced by the Restricted Amount until such time as it may repatriate to the United States or Switzerland such Restricted Amount without incurring such material adverse tax liability; provided, to the extent that the repatriation of all the Notes in any Net Cash Proceeds from such Foreign Subsidiary would no longer have a material adverse tax consequence, an amount equal to such excess the Net Cash Proceeds not previously applied pursuant to preceding clauses (or applicable percentage thereof), x) and the Borrower (y) shall concurrently therewith deliver be promptly applied to the Agent a certificate repayment of an authorized officer thereof demonstrating the derivation of such excessTerm Loans pursuant to this Section 3.03(b) as otherwise required above.

Mandatory Prepayments. Borrowers shall promptly prepay the Term Loans in amounts as provided below, plus a Prepayment Premium on the principal amount of the Term Loans being prepaid pursuant to clauses (ii) and (iii) below (calculated in accordance with Section 3.03(a)(ii), it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), plus any accrued but unpaid interest and fees then due and owing, as follows: (i) On In the date of receipt by any Credit Party or any of their Subsidiaries event of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)Casualty Event, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Obligor with respect thereto; provided, however, so long as no Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such net cash proceedsNet Cash Proceeds (or if such Obligor enters into a bona fide commitment to reinvest such Net Cash Proceeds within one hundred eighty (180) days following receipt thereof, within the later of (x) one hundred eighty (180) days following receipt thereof and (y) ninety (90) days of the date of such commitment), the Obligors may use such Net Cash Proceeds not exceeding $2,500,000 in the aggregate for all losses under all casualty policies during the term of this Agreement, toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) On In the date of receipt event any Obligor incurs Indebtedness other than Indebtedness that is permitted by any Credit Party or any of their SubsidiariesSection 9.01 hereof, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of the Net Cash Proceeds thereof received by such net cash proceedsObligor. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale; provided, however, so long as no Event Default has occurred and is continuing, within one hundred eighty (180) days after receipt of Default such Net Cash Proceeds (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Defaultif such Obligor enters into a bona fide commitment to reinvest such Net Cash Proceeds within one hundred eighty (180) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes within the later of the repair, restoration or replacement (x) one hundred eighty (180) days following receipt thereof and (y) ninety (90) days of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of such commitment), the Obligors may use such Net Cash Proceeds not exceeding $5,000,000 2,500,000 in the aggregate for all Asset Sales during the term of this Agreement from Agreement, to purchase, replace, repair or restore properties or assets used in the Obligors’ businesses; provided, further, that any such purchased, replaced, repaired or restored property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a capital contribution by any Person (other than an Elevate Credit Subsidiary) tosecurity interest under the Security Documents. For the avoidance of doubt, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes made pursuant to this Section 2.3(b)3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation express consent of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessMajority Lenders.

Mandatory Prepayments. (i) On Upon the date of receipt by any Credit Party or any of their Subsidiaries occurrence of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Casualty Event or Asset Sales Sale (that is not otherwise permitted pursuant to Section 9.09) (other than Permitted Dispositionsany Casualty Event or Asset Sale the proceeds of which, when taken together with all proceeds (calculated without duplication) received (x) by the Israeli Guarantor and its Subsidiaries as a result of all other Casualty Events and Asset Sales since the Closing Date and (y) by the Parent Guarantor and its Subsidiaries as a result of all other Casualty Events and Asset Sales since the Effective Date, do not exceed $1,000,000 in the aggregate), the Borrower shall prepay make a mandatory prepayment of the Notes as set forth in Section 2.3(e) Loans in an aggregate amount equal to one hundred percent (100% %) of the Net Cash Proceeds received by the Parent Guarantor or any of its Subsidiaries with respect to such net cash proceeds. Casualty Event or Asset Sale, as the case may be, with such amount of Net Cash Proceeds being allocated to the prepayment of principal, the payment of accrued and unpaid interest on such principal amount of the Loans being prepaid and the Prepayment Premium such that the full Prepayment Price applicable to such mandatory prepayment is paid with such Net Cash Proceeds; provided that, (i) notwithstanding the foregoing, in the event of any Asset Sale of the type described in any of clauses (e), (k) or (m) of Section 9.09, to the extent proceeds of any such Asset Sale exceeds $1,000,000 individually for any such Asset Sale or in the aggregate for all such Asset Sales, such excess proceeds shall not be excluded from the mandatory prepayment requirement set forth above in this clause (b), but such excess proceeds shall be available for application as described in clauses (ii) On the date of receipt by any Credit Party or any of their Subsidiariesand (iii) below, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e(ii) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have has occurred and is continuing or would result therefrom, if, within five (5) Business Days following the occurrence of any such Casualty Event or Asset Sale, a Responsible Officer of the Borrower delivers to the Administrative Agent a notice to the effect that the Borrower or the applicable Subsidiary intends to apply the Net Cash Proceeds from such Casualty Event or Asset Sale, to repair, refurbish, restore, replace or rebuild the asset subject to such Casualty Event or Asset Sale, then such Net Cash Proceeds of such Casualty Event or Asset Sale may be continuing on applied for such purpose in lieu of such mandatory prepayment to the date extent such Net Cash Proceeds of receipt thereof such Casualty Event or caused therebyAsset Sale are actually applied for such purpose, and (iii) in the event that Net Cash Proceeds have not been so applied within one hundred and eighty (180) days following the occurrence of such Casualty Event or Asset Sale, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes make a mandatory prepayment of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) Loans in an aggregate amount equal to one hundred percent (100% %) of the unused balance of such net cash proceeds. (iv) On Net Cash Proceeds received by the date of receipt by any Credit Party Parent Guarantor or any of their its Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) such Casualty Event or Asset Sale, as the case may be, with such amount of any Credit Party or any Net Cash Proceeds being allocated to the prepayment of their Subsidiariesprincipal, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% payment of accrued and unpaid interest on such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In Loans being prepaid and the event Prepayment Premium such that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal full Prepayment Price applicable to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of mandatory prepayment is paid with such excessNet Cash Proceeds.

Mandatory Prepayments. (ia) On the If on any date of receipt by any Credit Loan Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year shall receive Net Cash Proceeds from any Asset Sales (other than Permitted Dispositions)Sale, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in pay an aggregate amount equal to 100% of such net cash proceeds. Net Cash Proceeds (iiexcluding any relevant Reinvestment Deferred Amount) On within three Business Days of the date of receipt by thereof to the Administrative Agent to be applied as a prepayment of the Obligations in accordance with Section 2.9. (b) If an Loss Event shall occur with respect to any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes single Acquired Vessel (except as set forth in Section 2.3(e2.7(c) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused therebybelow), the Borrower shall have on the option to apply such net cash proceeds, prior to date that is no later than the date that is 90 days following receipt thereofafter the date of such Loss Event, for purposes prepay the principal amount of the repairLoans in an amount equal to the greater of Stipulated Loss Value with respect to such Vessel and the Required Insurance Amount with respect to such Vessel, restoration or replacement together with all interest on the amount of such prepayment accrued and unpaid as of the applicable assets thereof. date of such prepayment (iiiprovided, that in the event that the Borrower or the Agent shall (i) On receive insurance in respect of such Loss Event or (ii) receive a Stipulated Loss payment under the Bareboat Charter in respect of such Loss Event, the entire amount of such insurance and/or Stipulated Loss payment shall be applied the Business Day following the date of receipt by any Credit Party or any of their Subsidiaries thereof to repay the Loans, to the extent of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance amount that is required to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes be paid pursuant to this Section 2.3(b2.7(b) but is then unpaid). (c) If a subsequent or simultaneous Loss Event shall occur with respect to a second Acquired Vessel (i.e., an Acquired Vessel other than one which has suffered a Loss Event that is subject to Section 2.7(b)), the Borrower shall deliver to on the Agent a certificate date that is 90 days after the date of an authorized officer thereof demonstrating such second Loss Event, repay the calculation of Obligations in full together with all interest on the amount of such prepayment accrued and unpaid as of the applicable proceeds. In date of such prepayment (provided, that in the event that the Credit Parties Borrower or the Agent shall subsequently determine that (i) receive insurance in respect of such second Loss Event or (ii) receive a Stipulated Loss payment under the actual Bareboat Charter in respect of such second Loss Event, the entire amount of such proceeds exceeded insurance and/or Stipulated Loss payment shall be applied the amount set forth in such certificate (including as a result Business Day following the date of receipt thereof to repay the conversion of non-cash proceeds into cash)Loans, the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate extent of an authorized officer thereof demonstrating any amount that is required to be paid pursuant to this Section 2.7(c) but is then unpaid). (d) Amounts to be applied in connection with prepayments pursuant to this Section 2.7 shall be applied to the derivation of such excessObligations in accordance with Section 2.9.

Mandatory Prepayments. Borrowers shall prepay the Term Loans in amounts as provided below, plus, in the case of clauses (ii) and (iii) below only, the Prepayment Premium on the principal amount of the Term Loans being prepaid (calculated in accordance with Section 3.03(a)(ii), it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), plus any accrued but unpaid interest and fees then due and owing, as follows: (i) On In the date of receipt by any Credit Party or any of their Subsidiaries event of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)Casualty Event, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of the Net Cash Proceeds received by any Obligor with respect thereto; provided, however, so long as no Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such net cash proceedsNet Cash Proceeds (or if committed to be reinvested within such 180-day period, no later than ninety (90) days after the end of such 180-day period), the Obligors may apply the Net Cash Proceeds of any casualty policy, toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. (ii) On In the date of receipt event any Obligor incurs Indebtedness other than Indebtedness that is permitted by any Credit Party or any of their SubsidiariesSection 9.01 hereof, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of the Net Cash Proceeds thereof received by such net cash proceedsObligor. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(i)), 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale; provided, however, so long as no Event Default has occurred and is continuing, within one hundred eighty (180) days after receipt of Default such Net Cash Proceeds (or event or circumstance thatif committed to be reinvested within such 180-day period, with no later than ninety (90) days after the passage end of timesuch 180-day period), the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply Obligors may use such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of Net Cash Proceeds not exceeding $5,000,000 2,500,000 in the aggregate for all Asset Sales during the term of this Agreement from Agreement, to purchase, replace, repair or restore properties or assets used in the Obligors’ businesses; provided, further, that any such purchased, replaced, repaired or restored property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a capital contribution by any Person (other than an Elevate Credit Subsidiary) tosecurity interest under the Security Documents. For the avoidance of doubt, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes made pursuant to this Section 2.3(b)3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation express consent of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessMajority Lenders.

Mandatory Prepayments. (ia) On In addition to the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds scheduled repayments provided for in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)Section 2.4 hereof, the Borrower Duratek shall prepay the Notes as set forth in Section 2.3(e) Loans in an aggregate amount equal to 100% of such net cash proceeds. the Net Proceeds (iiw) On the date of receipt from any sale or disposition by any Credit Party Duratek or any of their Subsidiaries, or the Agent as loss payee, its Subsidiaries of any net cash proceeds interest in any Loan Party (other than from a sale to another Loan Party), (x) except as set forth below, from any Destruction Permitted Asset Sales by Duratek or Taking, the Borrower shall prepay the Notes any of its Subsidiaries (other than any Excluded Asset Sales) and (y) except as set forth in Section 2.3(e5.5(e) hereof, received by Duratek or any of its Subsidiaries as a result of a casualty or condemnation; provided that if EnergySolutions is a Subsidiary of Duratek, each reference to Duratek and/or its Subsidiaries shall include Parent and/or its Subsidiaries. Such amount shall be applied on the third Business Day following receipt thereof by Duratek or the affected Subsidiary in an aggregate amount accordance with Section 2.6(b). Duratek shall also prepay the Loans, with application thereto in accordance with Section 2.6(b), in respective amounts equal to 100% the after-Tax amount of such net cash proceeds; providedany refund, purchase price adjustment, claim or credit arising under any agreement governing or relating to any acquisition of any assets or business. Notwithstanding the foregoing, with respect to any Net Proceeds realized or received with respect to any Permitted Asset Sales (other than any Excluded Asset Sales), at the option of Duratek, and so long as no Default or Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date continuing, Duratek may reinvest all or any portion of receipt thereof such Net Proceeds in assets used or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 useful for its business within three hundred sixty-five (365) days following receipt thereofof such Net Proceeds; provided, however, that (i) if the property subject to such asset sale constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the Administrative Agent, for the benefit of the Secured Parties, and (ii) if any Net Proceeds are no longer intended to be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Proceeds shall be immediately applied to the prepayment of the Loans in accordance with Section 2.6(b). For the purposes of the repairthis Section 2.8(a), restoration or replacement if EnergySolutions is a Subsidiary of the applicable assets thereofDuratek, all references to Duratek and/or its Subsidiaries (i) shall include Parent and/or its Subsidiaries but (ii) shall not include EnergySolutions and/or its Subsidiaries. (iiib) On In addition to the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds scheduled repayments provided for in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) toSection 2.4 hereof, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower Duratek shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes Loans in an amount equal to one hundred percent (100%) of the Net Proceeds received after the Original Agreement Date from any Indebtedness for Money Borrowed incurred by Duratek or any of its Subsidiaries, except for Indebtedness for Money Borrowed (i) permitted by Section 7.1 hereof or (ii) incurred in connection with any Permitted Investments or Permitted Acquisitions permitted under Section 7.6 hereof (including any Indebtedness assumed by EnergySolutions or its respective Subsidiaries in connection with any such excess (Permitted Investment or applicable percentage thereofPermitted Acquisition), and the Borrower shall concurrently therewith deliver to the Agent extent that upon consummation of any such Permitted Investment or Permitted Acquisition such Net Proceeds were invested in, or used to acquire, such Permitted Investment or Permitted Acquisition. Such amount shall be applied on the third Business Day following receipt thereof by EnergySolutions, Parent or the affected Subsidiary in accordance with Section 2.6(b). For the purposes of this Section 2.8(b), if EnergySolutions is a certificate Subsidiary of Duratek, all references to Duratek and/or its Subsidiaries (i) shall include Parent and/or its Subsidiaries but (ii) shall not include EnergySolutions and/or its Subsidiaries. (c) In addition to the scheduled repayments provided for in Section 2.4 hereof, for each fiscal quarter during the term hereof (commencing with the fiscal quarter ended September 30, 2006), on or prior to the fifth Business Day following delivery of the financial statements required by Sections 6.1 and 6.2 hereof for the most recently completed fiscal quarter, (x) so long as the Leverage Ratio as of the end of the most recently completed fiscal quarter is equal to or greater than 3.0 to 1.0, Duratek shall prepay the Loans in an authorized officer thereof demonstrating amount equal to the derivation difference between (i) fifty percent (50%) of Excess Cash Flow for the most recently completed fiscal quarter and (ii) an amount equal to the optional prepayments made pursuant to Section 2.6 in such excessfiscal period, (y) if the Leverage Ratio as of the end of the most recently completed fiscal quarter is less than 3.0 to 1.0 and greater than 1.0 to 1.0, Duratek shall prepay the Loans in an amount equal to the difference between (i) twenty-five percent (25%) of Excess Cash Flow for the most recently completed fiscal quarter and (ii) an amount equal to the optional prepayments made pursuant to Section 2.6 in such fiscal period and (z) if the Leverage Ratio as of the end of the most recently completed fiscal quarter is less than or equal to 1.0 to 1.0, Duratek shall not be required prepay the Loans. For the purposes of this Section 2.8(c), if EnergySolutions is a Subsidiary of Duratek, all references to Duratek and/or its Subsidiaries (i) shall include Parent and/or its Subsidiaries but (ii) shall not include EnergySolutions and/or its Subsidiaries. (d) Any prepayment pursuant to this Section 2.8 shall be made in the manner set forth in Section 2.6(b).

Mandatory Prepayments. (i) On No later than the third Business Day following the date of receipt by any Credit Party the Borrowers or any of their Subsidiaries of any net cash proceeds from any Asset Sales in excess of $200,000 100,000 in the aggregate during any Fiscal Year from any for all such Asset Sales (other than any Permitted DispositionsDispositions described in clause (i) of the definition thereof or clause (iv) of the definition thereof to the extent relating to Fortical product sales and Fortical royalties), the Borrower Borrowers shall prepay the Notes as set forth in Section 2.3(e2.3(d) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On No later than the third Business Day following the date of receipt by any Credit Party the Borrowers or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or TakingTaking in excess of $100,000 in the aggregate for all such Destructions or Takings (without giving regard to clauses (i) or (ii) of each such definition), the Borrower Borrowers shall prepay the Notes as set forth in Section 2.3(e2.3(d) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no default or Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower Borrowers shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On No later than the third Business Day following the date of receipt by any Credit Party the Borrowers or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party of, the Borrowers or any of their SubsidiariesSubsidiaries (other than pursuant to this Agreement and the Notes), the Borrower Borrowers shall prepay the Notes as set forth in Section 2.3(e2.3(d) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party the Borrowers or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness of the Borrowers or any of their Subsidiaries (other than with respect to Permitted Indebtedness) of any Credit Party or any of their SubsidiariesIndebtedness and Indebtedness under this Agreement and the Notes), the Borrower Borrowers shall prepay the Notes as set forth in Section 2.3(e2.3(d) in an aggregate amount equal to 100% of such net cash proceeds. (v) On No later than the third Business Day following the date of receipt by any Credit Party the Borrowers or any of their Subsidiaries of any Extraordinary ReceiptsMilestone Payments, the Borrower Borrowers shall prepay the Notes as set forth in Section 2.3(e2.3(d) with 100% of the proceeds of such Milestone Payments. (vi) No later than the third Business Day following the date of receipt by the Borrowers or any of their Subsidiaries of any Extraordinary Receipts in excess of $100,000 in the aggregate for all such Extraordinary Receipts, the Borrowers shall prepay the Notes as set forth in Section 2.3(d) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower Borrowers shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties Borrowers shall subsequently determine that the actual amount of such proceeds received exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower Borrowers shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereofin accordance with Section 2.3(d), and the Borrower Borrowers shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess.

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) On In the date of receipt by any Credit Party or any of their Subsidiaries event of any net cash proceeds in excess Casualty Event, an amount, inclusive of $200,000 in any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)amount of the principal being prepaid) and fees then due and owing, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the date of receipt Net Cash Proceeds received by any Credit Party Obligor or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceedsits Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (or event or circumstance that, with the passage 180) days after receipt of timesuch Net Cash Proceeds, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on Obligors may apply the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries Net Cash Proceeds of any net cash proceeds in excess of casualty policy up to, but not exceeding $5,000,000 4,000,000 for all losses in the aggregate during the term of this Agreement from toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a capital contribution by security interest under the Security Documents. (ii) In the event any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party Obligor or any of their Subsidiariesits Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the Borrower shall prepay amount of the Notes as set forth in Section 2.3(eprincipal being prepaid) in an aggregate amount and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such net cash proceedsPerson. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iii) In the event any Obligor or any of its Subsidiaries consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than Section 9.09(j)), an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the amount of the principal being prepaid) and fees then due and owing, equal to 100% of the Net Cash Proceeds received by such Obligor in connection with such Asset Sale; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (180) days after receipt of such Net Cash Proceeds (or if committed to be reinvested within such 180-day period, no later than ninety (90) days after the end of such 180-day period), the Obligors may use such Net Cash Proceeds up to $500,000 with respect to any Asset Sale, but not exceeding $1,000,000 for all Asset Sales in the aggregate per fiscal year, to purchase, replace, repair or restore properties or assets used in the Obligors’ businesses; provided, further, that any such purchased, replaced, repaired or restored property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a security interest under the Security Documents. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iv) On In the date of receipt by event any Credit Party Obligor or any of their its Subsidiaries of consummates an Asset Sale pursuant to Section 9.09(l), an amount (not subject to any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted IndebtednessPrepayment Premium) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of the Net Partnership Agreement Proceeds received by such net cash proceeds. (v) On the date Obligor in connection with such Asset Sale; provided, however, so long as no Default or Event of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary ReceiptsDefault has occurred and is continuing, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of Obligors may retain such Extraordinary ReceiptsNet Partnership Agreement Proceeds for working capital and general corporate purposes. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess.

Mandatory Prepayments. (a) Subject to Section 4.3 hereof, when Borrower sells or otherwise disposes of any Collateral other than Inventory in the Ordinary Course of Business, Borrower shall repay the Advances in an amount equal to the net proceeds of such sale (i.e., gross proceeds less the reasonable costs of such sales or other dispositions), such repayments to be made promptly but in no event more than one (1) Business Day following receipt of such net proceeds, and until the date of payment, such proceeds shall be held in trust for Agent; provided, that so long as (i) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions), the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default has occurred and is continuing, (ii) 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 event assets that are the subject of such sale or circumstance thatdisposition or the cost of purchase or construction of other assets useful in the business of Borrower or its Subsidiaries, with (iii) the passage of timemonies are held in a deposit account in which Agent has a perfected first-priority security interest, the giving of noticeand (iv) Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or bothconstruction within one hundred twenty (120) days after the initial receipt of such monies, would become an Event of Default) shall have occurred Borrower and be continuing on the date of receipt thereof or caused thereby, the Borrower its Subsidiaries shall have the option to apply such net cash proceeds, prior monies to the date that is 90 days following receipt thereof, for purposes costs of the repair, restoration or replacement of the assets that are the subject of such sale or disposition unless and to the extent that such applicable assets thereof. (iii) On the date of receipt by any Credit Party period shall have expired without such replacement, purchase or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, construction being made or the issuance completed. The foregoing shall not be deemed to be implied consent to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, such sale otherwise prohibited by the Borrower terms and conditions hereof. Such repayments shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver be applied to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth Advances in such certificate (including order as a result of Agent may determine, subject to Borrower’s ability to reborrow Advances in accordance with the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessterms hereof.

Mandatory Prepayments. (ia) On If the date of receipt by any Credit Party Borrower or any of its Subsidiaries receives insurance proceeds or condemnation proceeds with respect to any of their Subsidiaries Properties which are not fully applied (or contractually committed pursuant to contract(s) approved by the Agent in its reasonable discretion) toward the repair or replacement of any net cash proceeds in excess such damaged or condemned Property within 30 days of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)receipt thereof, the Borrower shall shall, on such 30th day prepay the Notes as set forth in Section 2.3(e) Loans in an aggregate amount equal to 100% the amount of such net cash proceedsproceeds not so applied. (iib) On In the date of receipt by any Credit Party event that the Borrower or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in its Subsidiaries makes an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum CommitmentOffering, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes Loans in an amount equal to 100% of the Net Proceeds of such excess (Equity Offering; provided that if such Equity Offering is the result of the exercise of an option or applicable percentage thereof), and other right to purchase beneficial or equity interests in the Borrower shall concurrently therewith deliver pursuant to the Agent a certificate 1996 Stock Incentive Plan or the 2000 Non-Qualified Stock Option Plan, each as in effect as of the Restatement Date, then such prepayment shall be in an authorized officer thereof demonstrating amount equal to 50% of the derivation Net Proceeds of such excessEquity Offering. No such prepayment shall limit or restrict the rights and remedies of the Lenders under the Loan Documents upon the occurrence and during the continuance of a Default. (c) Each prepayment of the Loans pursuant to this Section 2.4 shall be (i) applied to the outstanding Reduction Installments in inverse order of maturity and (ii) accompanied by payment in full of all accrued interest thereon to and including the date of such prepayment. The Borrower agrees to give the Agent at least five Business Days' irrevocable written notice of any prepayment under this Section 2.4. For the avoidance of doubt, no amounts prepaid under this Section 2.4 shall be available for reborrowing.

Mandatory Prepayments. (i) On Subject to the date of receipt by any Credit Party or any of their Subsidiaries proviso below, upon the occurrence of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)Casualty Event, the Borrower shall prepay make a mandatory prepayment of the Notes as set forth in Section 2.3(e) Loans in an aggregate amount equal to the sum of (x) one hundred percent (100% %) of the Net Cash Proceeds received by the Borrower or any other Obligor as a result of such net cash proceeds. Casualty Event, (iiy) On the date applicable Prepayment Premium on the principal amount of receipt by the Loans being prepaid and (z) any Credit Party accrued but unpaid interest on such principal amount of the Loans being prepaid; provided that so long as no Default or Event of Default has occurred and is continuing at the time the Borrower or any Obligor shall have received such Net Cash Proceeds, if, within five (5) Business Days following the occurrence of their any such Casualty Event, a Responsible Officer of the Borrower may deliver to the Administrative Agent a notice (each, a “Casualty Event Reinvestment Notice”) to the effect that the Borrower or applicable Subsidiary intends to apply the Net Cash Proceeds from such Casualty Event to acquire, replace or rebuild the property subject to such Casualty Event or to the cost of purchase or construction of other assets useful in the business of the Borrower or its Subsidiaries, or then such Net Cash Proceeds of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment, provided further that, in the Agent as loss payee, event that Net Cash Proceeds have not been so applied within one hundred eighty (180) days following the occurrence of any net cash proceeds from any Destruction or Takingsuch Casualty Event, the Borrower shall prepay make a mandatory prepayment of the Notes as set forth in Section 2.3(e) Loans in an aggregate amount equal to the sum of (A) one hundred percent (100% %) of the unused balance of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, Net Cash Proceeds received by the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including Obligor as a result of such Casualty Event, (B) the conversion applicable Prepayment Premium on the principal amount of non-cash proceeds into cash)the Loans being prepaid and (C) any accrued but unpaid interest on such principal amount of the Loans being prepaid, the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof)provided, and the Borrower shall concurrently therewith deliver further, that to the Agent extent that the property subject to the Casualty Event is Collateral, then any such acquired, replaced, repaired, purchased or constructed property shall be Collateral in which the Administrative Agent, for the benefit of the Lenders, has been granted a certificate of an authorized officer thereof demonstrating security interest under the derivation of such excessSecurity Documents.

Mandatory Prepayments. (ia) On the date of Within ten (10) Business Days after receipt by any Credit Party the Borrower or any of their its Restricted Subsidiaries of any net cash proceeds in excess of $200,000 in any sale or disposition by the aggregate during Borrower or any Fiscal Year from of its Restricted Subsidiaries of any Asset Sales (other than Permitted Dispositions)of its assets, the Borrower shall prepay the Notes as set forth in Section 2.3(e) make a prepayment in an aggregate amount equal to 100% all such proceeds, net of (i) commissions and other reasonable and customary transaction costs, fees and expenses (including any underwriting, brokerage or other customary selling commissions, legal, advisory and other fees and expenses (including title and recording expenses), associated therewith and sales, VAT, income, withholding, transfer and other taxes arising therefrom) properly attributable to such transaction and payable by the Borrower or any Restricted Subsidiary in connection therewith (in each case, paid to non-Affiliates), (ii) payments of unassumed liabilities relating to the assets sold, transferred or otherwise disposed of at the time of, or within 90 days after, the date of such sale, transfer or other disposition, (iii) taxes (including any tax distributions related to the foregoing or otherwise permitted under this Agreement paid or reasonably estimated to be payable as a result thereof, (iv) appropriate amounts that must be set aside as a reserve in accordance with GAAP against any indemnities, liabilities (contingent or otherwise) or purchase price adjustments, in each case associated with such sale or property loss, including liabilities that are required to be repaid as a result thereof, (v) any funded escrow established pursuant to the documents evidencing any such sale, transfer or disposition to secure any indemnification obligations or adjustments to the purchase price associated with any such sale, transfer or disposition (provided that to the extent that any amounts are released from such escrow to the Borrower or a Restricted Subsidiary, such amounts, net of any related expenses, shall constitute net cash proceedsproceeds of such sale, transfer or disposition) and (vi) any amount required to be paid or prepaid on Indebtedness (other than the Obligations (including any Incremental Commitments), any Incremental Equivalent Debt and any Credit Agreement Refinancing Indebtedness) secured by the property subject thereto (other than a Lien that ranks subordinated to the Lien securing the Obligations); provided that Borrower shall not be required to make a mandatory prepayment hereunder with respect to (x) proceeds from the sales or dispositions of inventory in the ordinary course of business, (y) proceeds from sales or disposition of assets of up to $3,000,000 during any four (4) Fiscal Quarter period and (z) proceeds from sales or disposition of assets that are reinvested in assets (other than inventory) used or usable in the business of the Borrower and its Restricted Subsidiaries within 365 days following receipt thereof or committed to be reinvested pursuant to a binding contract prior to the expiration of such 365-day period and actually reinvested within 180 days following the date of such commitment. Any such prepayment shall be applied in accordance with subsection (e) of this Section. (iib) On the date of Within five (5) Business Days after receipt by any Credit Party the Borrower or any of their Subsidiaries, or the Agent as loss payee, its Restricted Subsidiaries of any net cash proceeds from any Destruction casualty insurance policies or Takingeminent domain, condemnation or similar proceedings, the Borrower shall prepay the Notes as set forth in Section 2.3(e) make a prepayment in an aggregate amount equal to 100% all such proceeds, net of (i) costs, fees and expenses properly attributable to such event and payable by the Borrower or any Restricted Subsidiary in connection therewith (in each case, paid to non-Affiliates), (ii) taxes (including any tax distributions related to the foregoing or otherwise permitted under this Agreement paid or reasonably estimated to be payable as a result thereof, (iii) in the case of any such event regarding a non-wholly owned Restricted Subsidiary, the pro rata portion of such proceeds that is contractually required (including pursuant to the organizational documents of such Subsidiary) to be paid to third Persons holding minority interests of such Subsidiary at the time of such event (with such portion not to exceed such third Person’s proportionate share of such proceeds based on its relative holding of Capital Stock in such Subsidiary), (iv) any funded escrow established in connection with any such event (provided that to the extent that any amounts are released from such escrow to the Borrower or a Restricted Subsidiary, such amounts, net of any related expenses, shall constitute net cash proceedsproceeds of such event), (v) appropriate amounts that must be set aside as a reserve in accordance with GAAP against any indemnities or liabilities (contingent or otherwise), in each case associated with such property loss, including liabilities that are required to be repaid as a result thereof and (vi) any amount required to be paid or prepaid on Indebtedness (other than the Obligations (including any Incremental Commitments), any Incremental Equivalent Debt and any Credit Agreement Refinancing Indebtedness) secured by the property subject thereto (other than a Lien that ranks subordinated to the Lien securing the Obligations); providedprovided that Borrower shall not be required to make a prepayment hereunder with respect to (x) proceeds from casualty insurance policies or eminent domain, so long as no Event condemnation or similar proceedings of Default up to $3,000,000 during any four (4) Fiscal Quarter period and (y) proceeds from casualty insurance policies or event eminent domain, condemnation or circumstance thatsimilar proceedings that are reinvested in assets (other than inventory, with except to the passage extent inventory was the subject of time, casualty) used or usable in the giving business of notice, the Borrower and its Restricted Subsidiaries within 365 days following receipt thereof or both, would become an Event committed to be reinvested pursuant to a binding contract prior to the expiration of Default) shall have occurred such 365-day period and be continuing on actually reinvested within 180 days following the date of receipt thereof or caused thereby, the Borrower such commitment. Any such prepayment shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes be applied in accordance with subsection (e) of the repair, restoration or replacement of the applicable assets thereofthis Section. (iiic) On No later than five (5) Business Days following the date of receipt by any Credit Party the Borrower or any of their its Restricted Subsidiaries of any net cash proceeds in excess from any issuance of $5,000,000 in Indebtedness by the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party Borrower or any of their its Restricted Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any make a mandatory prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to all such excess proceeds of Indebtedness; provided that, in the case of any such issuance of Indebtedness, such mandatory prepayment shall be 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 Borrower or a Restricted Subsidiary in connection therewith (or applicable percentage thereofin each case, paid to non-Affiliates); provided, and further, that the Borrower shall concurrently therewith deliver not be required to make a mandatory prepayment with respect to proceeds of Indebtedness permitted hereunder (other than any Credit Agreement Refinancing Indebtedness). Any such prepayment shall be applied in accordance with subsection (e) of this Section. (d) Commencing with the Fiscal Year ending December 31, 2020, no later than ten (10) Business Days after the date on which the Borrower’s annual audited financial statements for such Fiscal Year are required to be delivered pursuant to Section 5.1(a), to the Agent a certificate extent that the Total Net Leverage Ratio as of an authorized officer thereof demonstrating the derivation last day of such excess.Fiscal Year is greater than 3.25:1.00, the Borrower shall make a prepayment in an amount equal to 50% (such percentage, including as it may be reduced as described below, the “Excess Cash Flow Percentage”) of Excess Cash Flow for such Fiscal Year; provided that (i) the Excess Cash Flow Percentage shall be reduced to (A) 25% if the Total Net Leverage Ratio as of the last day of such Fiscal Year is less than or equal to 3.25:1.00 but greater than 2.75:1.00 and (B) 0% if the Total Net Leverage Ratio as of the last day of such Fiscal Year is less than or equal to 2.75:100, and (ii) at the option of the Borrower, any amount required to by prepaid under this subsection (d) shall be reduced on a dollar-for-dollar basis by the sum of (x) voluntary prepayments of the Term Loans and any Pari Passu Lien Indebtedness of the Borrower or any Restricted Subsidiary permitted to be outstanding under

Mandatory Prepayments. (ia) On In addition to the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds scheduled repayments provided for in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)Section 2.4 hereof, the Borrower Duratek shall prepay the Notes as set forth in Section 2.3(e) Loans in an aggregate amount equal to 100% of such net cash proceeds. the Net Proceeds (iiw) On the date of receipt from any sale or disposition by any Credit Party Duratek or any of their Subsidiaries, or the Agent as loss payee, its Subsidiaries of any net cash proceeds interest in any Loan Party (other than from a sale to another Loan Party), (x) except as set forth below, from any Destruction Permitted Asset Sales by Duratek or Taking, the Borrower shall prepay the Notes any of its Subsidiaries (other than any Excluded Asset Sales) and (y) except as set forth in Section 2.3(e5.5(e) hereof, received by Duratek or any of its Subsidiaries as a result of a casualty or condemnation; provided that if EnergySolutions is a Subsidiary of Duratek, each reference to Duratek and/or its Subsidiaries shall include Parent and/or its Subsidiaries. Such amount shall be applied on the third Business Day following receipt thereof by Duratek or the affected Subsidiary in an aggregate amount accordance with Section 2.6(b). Duratek shall also prepay the Loans, with application thereto in accordance with Section 2.6(b), in respective amounts equal to 100% the after-Tax amount of such net cash proceeds; providedany refund, purchase price adjustment, claim or credit arising under any agreement governing or relating to any acquisition of any assets or business. Notwithstanding the foregoing, with respect to any Net Proceeds realized or received with respect to any Permitted Asset Sales (other than any Excluded Asset Sales), at the option of Duratek, and so long as no Default or Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date continuing, Duratek may reinvest all or any portion of receipt thereof such Net Proceeds in assets used or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 useful for its business within three hundred sixty-five (365) days following receipt thereofof such Net Proceeds; provided, however, that (i) if the property subject to such asset sale constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the Administrative Agent, for the benefit of the Secured Parties, and (ii) if any Net Proceeds are no longer intended to be so reinvested at any time after delivery of a notice of reinvestment election, an amount equal to any such Net Proceeds shall be immediately applied to the prepayment of the Loans in accordance with Section 2.6(b). For the purposes of the repairthis Section 2.8(a), restoration or replacement if EnergySolutions is a Subsidiary of the applicable assets thereofDuratek, all references to Duratek and/or its Subsidiaries (i) shall include Parent and/or its Subsidiaries but (ii) shall not include EnergySolutions and/or its Subsidiaries. (iiib) On In addition to the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds scheduled repayments provided for in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) toSection 2.4 hereof, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower Duratek shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes Loans in an amount equal to one hundred percent (100%) of the Net Proceeds received after the Original Agreement Date from any Indebtedness for Money Borrowed incurred by Duratek or any of its Subsidiaries, except for Indebtedness for Money Borrowed (i) permitted by Section 7.1 hereof or (ii) incurred in connection with any Permitted Investments or Permitted Acquisitions permitted under Section 7.6 hereof (including any Indebtedness assumed by EnergySolutions or its respective Subsidiaries in connection with any such excess (Permitted Investment or applicable percentage thereofPermitted Acquisition), and the Borrower shall concurrently therewith deliver to the Agent extent that upon consummation of any such Permitted Investment or Permitted Acquisition such Net Proceeds were invested in, or used to acquire, such Permitted Investment or Permitted Acquisition, other than, in the case of clauses (i) and (ii), any Additional Permitted Debt incurred pursuant to Section 7.1(w)(A) (to the extent required to be used to prepay Loans pursuant to such section). Such amount shall be applied on the third Business Day following receipt thereof by EnergySolutions, Parent or the affected Subsidiary in accordance with Section 2.6(b). For the purposes of this Section 2.8(b), if EnergySolutions is a certificate Subsidiary of Duratek, all references to Duratek and/or its Subsidiaries (i) shall include Parent and/or its Subsidiaries but (ii) shall not include EnergySolutions and/or its Subsidiaries. (c) In addition to the scheduled repayments provided for in Section 2.4 hereof, for each fiscal quarter during the term hereof (commencing with the fiscal quarter ended September 30, 2006), on or prior to the fifth Business Day following delivery of the financial statements required by Sections 6.1 and 6.2 hereof for the most recently completed fiscal quarter, (x) so long as the Leverage Ratio as of the end of the most recently completed fiscal quarter is equal to or greater than 3.0 to 1.0, Duratek shall prepay the Loans in an authorized officer thereof demonstrating amount equal to the derivation difference between (i) fifty percent (50%) of Excess Cash Flow for the most recently completed fiscal quarter and (ii) an amount equal to the optional prepayments made pursuant to Section 2.6 in such excessfiscal period, (y) if the Leverage Ratio as of the end of the most recently completed fiscal quarter is less than 3.0 to 1.0 and greater than 1.0 to 1.0, Duratek shall prepay the Loans in an amount equal to the difference between (i) twenty-five percent (25%) of Excess Cash Flow for the most recently completed fiscal quarter and (ii) an amount equal to the optional prepayments made pursuant to Section 2.6 in such fiscal period and (z) if the Leverage Ratio as of the end of the most recently completed fiscal quarter is less than or equal to 1.0 to 1.0, Duratek shall not be required prepay the Loans. For the purposes of this Section 2.8(c), if EnergySolutions is a Subsidiary of Duratek, all references to Duratek and/or its Subsidiaries (i) shall include Parent and/or its Subsidiaries but (ii) shall not include EnergySolutions and/or its Subsidiaries. (d) Any prepayment pursuant to this Section 2.8 shall be made in the manner set forth in Section 2.6(b).

Mandatory Prepayments. In the event and on each occasion that any Net Proceeds are received by or on behalf of Holdings, the Borrower or any Subsidiary in respect of any Prepayment Event, the Borrower shall, within two (i2) On Business Days after such Net Proceeds are received (or, in the case of a Prepayment Event described in clause (c) of the definition of the term “Prepayment Event,” on the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositionssuch Prepayment Event), the Borrower shall prepay the Notes as set forth in Section 2.3(e) Borrowings in an aggregate amount equal to 100% of the amount of such net cash proceeds.Net Proceeds. Notwithstanding the foregoing, (i) any Net Proceeds in respect of a Prepayment Event described in clause (a) of the definition of the term “Prepayment Event” shall not be required to be so applied to the extent that (iiA) On such Net Proceeds are deposited with the date of receipt by any Credit Party or any of their SubsidiariesL/C Issuer as cash collateral under the L/C Facility pursuant to the terms and conditions thereof, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal not to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with exceed $100,000 in the passage of time, the giving of noticeaggregate, or both, would become an Event (B) in the case of Default) shall have occurred and be continuing on the date of receipt thereof or caused therebyaggregate Net Proceeds less than $100,000, the Borrower shall have invests such Net Proceeds in new or existing properties or assets used in the option to apply such net cash proceedsLoan Parties’ business and constituting Collateral hereunder, prior to in accordance with the date that is Budget, within 90 days following receipt thereof, for purposes after such Net Proceeds are received (but in no event later than the Maturity Date); and (ii) any Net Proceeds in respect of a Prepayment Event described in clause (b) of the repair, restoration or replacement definition of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) “Prepayment Event” in an aggregate amount equal not to 100% of such net cash proceeds. (iv) On exceed $100,000 shall not be required to be so applied to the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, extent that the Borrower shall prepay invests such Net Proceeds to repair or replace the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of assets for which such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receiptsproceeds were received, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating extent constituting Collateral hereunder, in accordance with the calculation of Budget, within 90 days after such Net Proceeds are received (but in no event later than the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cashMaturity Date), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess.

Mandatory Prepayments. Subject to the terms of the Intercreditor Agreement, (i) On the date of receipt by Should any Credit Party Obligor or any of their its Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)experience or suffer a Casualty Event, the Borrower shall prepay make a mandatory prepayment of the Notes as set forth in Section 2.3(e) Loans in an aggregate amount equal to the sum of (i) one hundred percent (100% %) of the Net Cash Proceeds received with respect to such net cash proceeds. Casualty Event, (ii) On the date Prepayment Premium then in effect and payable on the principal amount of receipt by the Loans being prepaid, and (iii) any Credit Party or accrued but unpaid interest on any principal amount of their Subsidiariesthe Loans being prepaid; provided that, or if within five (5) Business Days following the Agent as loss payee, occurrence of any net cash proceeds such Casualty Event, a Responsible Officer of the Borrower delivers to the Administrative Agent a notice to the effect that the Borrower or applicable Obligor intends to apply the Net Cash Proceeds from any Destruction such Casualty Event to acquire assets used or Takinguseful in the business of such Obligor or such Subsidiary, then such Net Cash Proceeds of such Casualty Event may be applied for such purpose in lieu of such mandatory prepayment, provided further that, in the event that Net Cash Proceeds have not been so applied within one hundred eighty (180) days following the receipt of such Net Cash Proceeds (or, if such Obligor or such Subsidiary enters into a binding agreement with a non-affiliated third party within such one hundred and eighty (180) days, then within two hundred and seventy (270) days following the receipt of such Net Cash Proceeds), the Borrower shall prepay make a mandatory prepayment of the Notes as set forth in Section 2.3(e) Loans in an aggregate amount equal to the sum of (A) one hundred percent (100% %) of the unused balance of such net cash proceeds; providedNet Cash Proceeds received by the Borrower or any other Obligor as a result of such Casualty Event, so long as no Event of Default (or event or circumstance that, with B) the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing applicable Prepayment Premium on the date principal amount of receipt thereof or caused therebythe Loans being prepaid and (C) any accrued but unpaid interest on such principal amount of the Loans being prepaid. (ii) Upon the occurrence of any Non-Qualified IPO by any Obligor, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes make a mandatory prepayment of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) Loans in an aggregate amount equal to 100% the sum of (i) twenty five percent (25%) of the Net Cash Proceeds received by such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than Obligor with respect to Permitted Indebtednesssuch Non-Qualified IPO, (ii) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay Prepayment Premium then in effect and payable on the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual Loans being prepaid, and (iii) any accrued but unpaid interest on any principal amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessLoans being prepaid.

Mandatory Prepayments. Any prepayment under this Section 2.3 shall be applied first, to any expenses and/or damages to which Purchaser may be entitled, second, to accrued but unpaid interest on the principal amount being prepaid, and third, to the principal amount of the Secured Debenture, unless the Purchaser determines, in its sole discretion, to apply any such prepayment in a different order. The amount of any such mandatory prepayment may not be re-borrowed by the Borrowers. The Borrowers shall make mandatory prepayments in each of the following circumstances: (ia) On the date of receipt by If, during any Credit Fiscal Year, any Loan Party or any of their its Subsidiaries shall sell or otherwise dispose of any net cash proceeds in excess property or properties, other than (i) sales of $200,000 inventory in the ordinary course of business, or (ii) sales of other property or properties where the aggregate during any Fiscal Year from any Asset Sales Net Proceeds of such sales (other or related series of sales) is less than Permitted Dispositions)$250,000 determined on a Consolidated basis, then the Borrower Borrowers shall prepay the Notes as set forth in Section 2.3(e) Obligations in an aggregate amount equal to the lesser of: (A) 100% of the Net Proceeds of such net cash proceeds.sales or other dispositions that exceed $250,000 during such Fiscal Year; or (B) the aggregate amount of all Obligations, such prepayment to be made promptly, and in any event within five (5) Business Days, after receipt of such Net Proceeds; (iib) On Upon the date of receipt issuance or incurrence by any Credit Loan Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their its Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of ), or the sale or issuance by any Credit Loan Party or any of their Subsidiariesits Subsidiaries of any shares of its Capital Stock (other than to employees, directors or managers of one of the Loan Parties or pursuant to the exercise any stock option or warrant issued by Parent), the Borrower Borrowers shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes Obligations in an amount equal to the lesser of: (A) 100% of the Net Proceeds received by such excess Person in connection therewith; or (or applicable percentage thereof)B) the aggregate amount of all Obligations, such prepayment to be made promptly, and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation in any event within five (5) Business Days, after receipt of such excessNet Proceeds. . (c) In the event any Loan Party or any of its Subsidiaries (i) becomes a party to any acquisition, merger or consolidation not permitted under Section 8.3 or otherwise consented to by the Purchaser, or (ii) undergoes a Change in Control, the Borrowers shall prepay the Obligations in full, such prepayment to be made promptly, and in any event contemporaneously with the occurrence of such acquisition, merger, consolidation or Change of Control. The provisions of this Section 2.3 shall not be deemed to be implied consent to any transaction otherwise prohibited by the terms and conditions of this Agreement

Mandatory Prepayments. (i) On Upon acceleration of the Obligations for any reason, including but not limited to an Event of Default pursuant to Section 8.4 or Section 8.5, all amounts due hereunder, including any applicable Prepayment Premium, shall be due and payable. (ii) Subject to the Intercreditor Agreement, within three (3) Business Days of the date of receipt by any Credit Party Borrower or any of their its Subsidiaries of any net cash proceeds the Net Cash Proceeds in excess of an amount greater than $200,000 in the aggregate during any Fiscal Year 100,000 resulting from any Asset Sales voluntary or involuntary sale or disposition by Borrower or any of its Subsidiaries of assets in a single transaction or any series of related transactions (other than including, for the avoidance of doubt, any Net Cash Proceeds from any Sale Leaseback transaction and including casualty losses or condemnations but excluding sales or dispositions which qualify as Permitted Dispositions under clauses (a) through (f) and (i) through (n) of the definition of Permitted Dispositions), the Borrower shall prepay the Notes as set forth outstanding principal amount of the Obligations in accordance with Section 2.3(e2.4(f) in an aggregate amount equal to 100% of such net cash 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 or would result therefrom, (B) such Borrower shall have given Agent prior written notice of such 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 fixed assets, capital assets or assets similar to the ones being sold, in each case, useful in the business of Borrower or its Subsidiaries, (C) the monies are held in a Deposit Account in which Agent has a perfected first-priority security interest, and (D) Borrower or its Subsidiaries, as applicable, complete such replacement, purchase, or construction within 180 days (or (i) 365 days in the case of any involuntary disposition resulting from a casualty loss or condemnation or (ii) On an additional 180 days in the date case of any replacement, purchase, or construction that is made to a binding contract entered into during the initial 180-day period) after the initial receipt by of such monies, then the Loan Party whose assets were the subject of such disposition shall have the option to apply such monies to the costs of replacement, purchase or construction of the assets that are the subject of such sale or disposition unless and to the extent that such applicable period shall have expired without such replacement, purchase, or construction being made or completed, in which case, any Credit Party or amounts remaining in the Deposit Account referred to in clause (C) above shall be paid to Agent and applied in accordance with Section 2.4(f); provided, further, that neither Borrower nor any of their Subsidiariesits Subsidiaries shall have the right to use such Net Cash Proceeds (unless such Net Cash Proceeds result from casualty losses or condemnations) to make such replacements, purchases, or construction in excess of $1,000,000 in any given fiscal year; provided, further, neither Borrower nor any of its Subsidiaries shall have any reinvestment rights (unless such Net Cash Proceeds result from casualty losses or condemnations) from the Agent as loss payeeClosing Date through the first anniversary of the Closing Date; and provided, further, that if such Net Cash Proceeds result from the sale or disposition of any net cash proceeds from any Destruction assets that include ABL Priority Collateral (as such term is defined in the Intercreditor Agreement) pursuant to either clause (p) or Takingclause (q) of the definition of “Permitted Dispositions”, then the Borrower mandatory prepayment pursuant to this Section 2.4(e)(ii) shall prepay the Notes as set forth in Section 2.3(e) be in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as Net Cash Proceeds minus the amount of Net Cash Proceeds that are required to be used to prepay Indebtedness under the Revolving Credit Agreement (provided that in no Event event shall such prepayment of Default (Indebtedness under the Revolving Credit Agreement exceed the amount attributed to such ABL Priority Collateral sold or event or circumstance that, with the passage disposed of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(ethe Borrowing Base Certificate (as defined in the Revolving Credit Agreement) in an aggregate amount equal delivered to 100% the Revolving Agent immediately prior to the receipt of such net cash proceeds. (ivNet Cash Proceeds). Nothing contained in this Section 2.4(e)(ii) On the date of receipt by any Credit Party shall permit Borrower or any of their its Subsidiaries to sell or otherwise dispose of any net cash proceeds from the incurrence of any Indebtedness (assets other than in accordance with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds6.4. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess.

Mandatory Prepayments. Any prepayment under this Section 2.3 shall be applied first to accrued interest, second to any applicable Prepayment Fee, third to installments of principal in the inverse order of their maturities and fourth to any expenses and/or damages for which Purchaser may be entitled. The amount of any such mandatory prepayment may not be reborrowed by the Company. The Company shall make mandatory prepayments in each of the following circumstances: (a) In the event of any Public Offering by the Company or any of its Subsidiaries of any of the Company's or any of its Subsidiaries' debt securities, the Company shall prepay the Senior Obligations in an amount equal to the lesser of the (i) On net proceeds of any such Public Offering received by the date Company or (ii) the aggregate amount of all Senior Obligations. Any such prepayment to be made within five (5) Business Days of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions), the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower . No Prepayment Fee shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than payable with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any a mandatory prepayment of the Notes pursuant to under this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including 2.3(a) as a result of the conversion occurrence of non-cash proceeds into cash)a Public Offering or a Qualified Liquidation Event. (b) If the Company or any of its Subsidiaries shall sell or otherwise dispose of (other than as permitted by Section 6.8 or Section 7.3) any property or properties in the aggregate amount exceeding $25,000, then the Borrower Company shall promptly make an additional prepayment of all prepay the Notes Senior Obligations in an amount equal to the lesser of (i) the aggregate net cash proceeds of such excess sales or other dispositions or (or ii) the aggregate amount of all Senior Obligations (including any applicable percentage thereofPrepayment Fee), and such prepayment to be made on the Borrower date of the closing of such transaction. (c) In the event of any sale or other disposition of all or substantially all of the stock or assets of the Company or any of its Subsidiaries in a single transaction or series of transactions, the Company shall concurrently therewith deliver prepay the Senior Obligations in an amount equal to the Agent a certificate lesser of an authorized officer thereof demonstrating (i) the derivation aggregate net cash proceeds of such excesssales or dispositions or (ii) the aggregate amount of all Senior Obligations (including any applicable Prepayment Fee), any such prepayment to be made on the date of the closing of such transaction. No Prepayment Fee shall be payable with respect to a mandatory prepayment under this Section 2.3(c) as a result of the occurrence of a Qualified Liquidation Event. (d) In the event of any Change in Control, the Company shall prepay the Senior Obligations in an amount equal to the aggregate amount of all Senior Obligations, such prepayment to be made on the date of the occurrence of such Change of Control. (e) In the event the Company or any of its Subsidiaries becomes a party to any acquisition, merger or consolidation, the Company shall prepay the Senior Note in an amount equal to the aggregate amount of all Senior Obligations, such prepayment to be made within five (5) Business Days of the date of any such acquisition, merger or consolidation. (f) In the event ▇▇▇▇▇ ▇▇▇▇▇ is no longer the President or Chief Executive Officer of the Company and there is no replacement reasonably satisfactory to Purchaser within (90) days of such event (except that until a Purchaser's Senior Note has been paid in full, such replacement must be reasonably satisfactory to such Purchaser), the Company shall repay the Senior Note in an amount equal to the aggregate amount of all Senior Obligations, such prepayment to be made within five (5) Business Days of the end of such ninety (90) day period.

Mandatory Prepayments. Section 2.7(a) of the Term Loan Agreement is hereby amended by deleting such section in its entirety and substituting the following in lieu thereof: “Except for dispositions of Capital Stock of the Lingo Subsidiary in the Lingo Offering (iwhich shall be governed by Section 2.7(b)) On not less than 10 days after the date of receipt by any Credit Party the Parent or any of their its Restricted Subsidiaries of Net Cash Proceeds from any Asset Sale or receipt by the Parent or any of its Restricted Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales insurance (other than Permitted Dispositions), business interruption insurance) or condemnation proceeds the Borrower shall prepay the Notes as set forth in Section 2.3(e) Loans in an aggregate amount equal to 100(A) 80% of the Net Cash Proceeds of (x) any such net cash proceeds. Asset Sale (ii) On the date other than any disposition or issuance of receipt by any Credit Party all or any of their Subsidiariesthe Capital Stock of Parent or any Restricted Subsidiary of Parent) and (y) any such insurance or condemnation proceeds; provided that such Net Cash Proceeds shall not be required to be applied toward the prepayment of the Loans should the Borrower, at its option, deliver written notice to the Administrative Agent of the Borrower’s intention to invest such monies within 180 days of receipt in long-term assets, properties or equipment used in a business similar or related to the nature or type of the equipment, property or assets of, or the Agent as loss payee, of any net cash proceeds from any Destruction or Takingbusiness of, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing its Restricted Subsidiaries existing on the date of receipt thereof such reinvestment or caused thereby, to finance the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes costs of the repair, restoration repair or replacement of the applicable equipment, properties or assets thereof. (iii) On that are the subject of such sale, disposition, event giving rise to such insurance proceeds or condemnation or the cost of purchase or construction of other long-term assets useful in the business of the Borrower or its Restricted Subsidiaries, as such business is being conducted on, and as of, the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in such reinvestment; provided, further, that within 10 days after the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% expiration of such net cash proceeds. 180-day period (ivx) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Administrative Agent an Officer’s Certificate executed by a certificate senior officer of an authorized officer thereof demonstrating the calculation of Borrower certifying the amount of such reinvestment that has occurred and the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of binding commitments with regard to any such proceeds exceeded reinvestment and (y) any portion of such Net Cash Proceeds not reinvested or subject to binding commitments which commit Borrower and/or any of its Restricted Subsidiaries to make such reinvestment within a 90-day period after the amount set forth date of such Officer’s Certificate delivered in such certificate accordance with the immediately preceding clause (including as a result x) shall be applied toward the prepayment of the conversion Loans (and any amounts subject to such binding commitments and not actually reinvested within such 90-day period shall be required to be applied to the prepayment of non-cash proceeds into cash)the Loans) and (B) 25% of the Net Cash Proceeds from any disposition or issuance of all or any Capital Stock of Parent or any Restricted Subsidiary of Parent (excluding Net Cash Proceeds received upon exercise of stock options by employees, or directors of Parent, the Borrower shall promptly make an additional prepayment of all Borrower, or any Restricted Subsidiary; provided that such Net Cash Proceeds do not exceed $1,000,000 in the Notes aggregate in an amount equal to such excess (or applicable percentage thereofany calendar year), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess.”

Mandatory Prepayments. (ia) On The Company shall make a prepayment of the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)Term Loans, the Borrower shall prepay the Notes Special Loans and, as set forth in Section 2.3(ethe next paragraph, Revolving Loans upon the occurrence of any of the following (each a "Mandatory Prepayment Event") at the following times and in the following amounts (such applicable amounts being referred to as "Designated Proceeds"): (i) Concurrently with the receipt by the Company or any Subsidiary of any Net Cash Proceeds from any Asset Sale, in an aggregate amount equal to 100% of such net cash proceedsNet Cash Proceeds. (ii) On Concurrently with the date receipt of receipt any insurance (other than proceeds of any business interruption insurance policy) or condemnation proceeds (or other similar recoveries) by any Credit Party the Company or any of their Subsidiaries, Subsidiary or by the Administrative Agent (to the extent the Administrative Agent is holding the insurance or condemnation proceeds as loss payee, of any net cash proceeds additional Collateral) from any Destruction casualty loss incurred by the Company or Takingany Subsidiary or condemnation of property, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default insurance or condemnation proceeds (or event other similar recoveries) net of any collection expenses; provided that no such prepayment shall be required with respect to any such proceeds (i) if on or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on prior to the date of receipt thereof or caused thereby, the Borrower shall have the option to apply of such net cash proceeds, prior an authorized officer of the Company delivers to the date Administrative Agent a notice stating that is 90 days following receipt thereof, the Company or the applicable Subsidiary intends and expects to use such proceeds for purposes the financing of the repairreplacement, substitution or restoration or replacement of the assets sustaining such casualty loss or condemnation within 180 days after the date of such receipt and (ii) if and to the extent such proceeds are used by the Company or the applicable Subsidiary within 180 days after the date of receipt of such proceeds for the financing of the replacement, substitution or restoration of the assets thereofsustaining such casualty loss or condemnation. (iii) On Concurrently with the date of receipt by any Credit Party the Company or any of their Subsidiaries Subsidiary of any net cash proceeds in excess Net Cash Proceeds from any issuance of $5,000,000 in equity securities of the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party Company or any Subsidiary (excluding (x) any issuance of their Subsidiariesshares of Capital Stock of the Company, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount not to exceed 10% of the shares of Common Stock on a fully-diluted basis as of the Closing Date, pursuant to any employee or director stock option program, benefit plan or compensation program and (y) any issuance by a Subsidiary to the Company or another Subsidiary), in an amount equal to 100% of such net cash proceedsNet Cash Proceeds. (iv) On Concurrently with the date of receipt by any Credit Party the Company or any of their Subsidiaries Subsidiary of any net cash proceeds Net Cash Proceeds from the incurrence any issuance of any Indebtedness Debt of the Company or any Subsidiary (excluding Debt permitted by Section 10.7, other than with respect to Permitted Indebtedness) of any Credit Party or any of their SubsidiariesSubordinated Debt), the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceedsNet Cash Proceeds. (v) On Within 90 days after the date end of each Fiscal Year (commencing with Fiscal Year 2002), in an amount equal to 90% of Excess Cash Flow for such Fiscal Year (provided, that with respect to any such payment to be made within 90 days after the end of Fiscal Year 2002, such payment shall be in an amount equal to 90% of cumulative Excess Cash Flow for Fiscal Year 2001 and Fiscal Year 2002). (vi) Upon the receipt of any tax refund of $200,000 or more by any Credit Party the Company or any of their Subsidiaries of any Extraordinary ReceiptsSubsidiary with respect to income taxes, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. refund. Subject to the second sentence of Section 7.2, all Designated Proceeds of Mandatory Prepayment Events shall be applied to the Loans as follows: (vi1) If at as to any time Designated Proceeds comprising the then outstanding principal balance first $15,000,000 of Notes shall exceed Designated Proceeds received by the Maximum CommitmentCompany and its Subsidiaries in the aggregate after the Closing Date (all such Designated Proceeds, "Primary Proceeds"), to prepay Special Loans or Tranche A Term Loans, as the Company may elect with respect to any such Primary Proceeds pursuant to written notice delivered by the Company to the Administrative Agent, or, if the Special Loans and Tranche A Term Loans have been paid in full, to prepay Tranche B Term Loans and (2) as to all Designated Proceeds other than Primary Proceeds, first to prepay Special Loans until the Special Loans have been paid in full, second, after payment in full of the Special Loans, to prepay Tranche A Term Loans until the Tranche A Term Loans have been paid in full, and third, after payment in full of the Special Loans and Tranche A Term Loans, to prepay Tranche B Term Loans; provided that, in the case of any Mandatory Prepayment Event described in clause (i) or (ii) above, the Borrower Designated Proceeds of such Mandatory Prepayment Event shall immediately be applied first to prepay the Notes Revolving Loans to the extent necessary to eliminate any Borrowing Base Shortfall caused by such Mandatory Prepayment Event (and, after such application, applied as set forth in Section 2.3(eclauses (1) and (2) of this sentence) and, to the extent of such application to the Revolving Loans, such Designated Proceeds shall be disregarded for purposes of calculating the amount of Primary Proceeds received under clause (1) of this sentence. (b) If on any day the Revolving Outstandings exceed the Borrowing Base, the Borrowers shall immediately prepay Revolving Loans and/or Cash Collateralize the outstanding Letters of Credit, or do a combination of the foregoing, in an amount sufficient to eliminate such excess. (viic) Concurrently with If on any prepayment day on which the Revolving Commitment Amount is reduced pursuant to Section 6.1.2 any Borrowing Base Shortfall exists, the Borrowers shall immediately prepay Revolving Loans or Cash Collateralize the outstanding Letters of Credit, or do a combination of the Notes pursuant foregoing, in an amount sufficient to this Section 2.3(b)eliminate such Borrowing Base Shortfall. (d) If the Company or any Subsidiary receives any proceeds of any business interruption insurance policy, the Borrower shall deliver Company shall, forthwith upon such receipt, prepay Revolving Loans (or, to the Agent a certificate extent that no Revolving Loans are outstanding, Cash Collateralize Letters of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes Credit) in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation 100% of such excessproceeds.

Mandatory Prepayments. Any prepayment under this Section 2.3 shall be applied first to any expenses to which any Purchaser may be entitled, second to accrued interest, third to any applicable Prepayment Fee, fourth to principal installments in the inverse order of their maturities, and fifth to any damages to which any Purchaser may be entitled. The amount of any such mandatory prepayment may not be reborrowed by the Company. The Company shall make mandatory prepayments to the Holders on a pro rata basis of the original principal amount of each such Holder's Senior Subordinated Note in each of the following circumstances: (ia) On If during any fiscal year after the date of receipt by any Credit Party Senior Debt is paid in full, Parent or any of their its Subsidiaries (including without limitation the Company) shall sell or otherwise dispose of (other than as permitted by Section 6.8 or Section 7.3) any net cash proceeds property or properties in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales five percent (other than Permitted Dispositions), the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary5%) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate its total assets (including as a result of a Casualty Event (to the conversion of non-extent the net cash proceeds into cashtherefrom are not subsequently applied or committed to apply toward replacement, restoration, rebuilding or repair of the damaged property within ninety (90) days after the receipt of such net cash proceeds)), then the Borrower Company shall promptly make an additional prepayment of all prepay the Senior Subordinated Notes in an amount equal to the lesser of (i) the aggregate net cash proceeds of such excess sale or other disposition (minus the cost of any replacement assets or properties purchased within ninety (90) days either before or after such sale) or (ii) the aggregate amount of all Senior Subordinated Obligations (including any applicable percentage thereofPrepayment Fee), such prepayment and premium to be made within ten (10) Business Days of receipt of such net proceeds. (b) In the Borrower shall concurrently therewith deliver event of any sale or other disposition of all or substantially all of the stock or assets of Parent or any of its Subsidiaries (including without limitation the Company) in a single transaction or series of transactions or a Casualty Event (to the Agent a certificate extent not subsequently applied or committed to apply toward replacement, restoration, rebuilding or repair of an authorized officer thereof demonstrating the derivation damaged property within 90 days after the receipt of such excessnet cash proceeds), the Company shall, after the Senior Debt has been paid in full, prepay the Senior Subordinated Notes in an amount equal to the lesser of (i) the aggregate remaining net cash proceeds of such sales or dispositions (minus the cost of any replacement assets or properties purchased within ninety (90) days either before or after such sale) or (ii) the aggregate amount of all Senior Subordinated Obligations (including any applicable Prepayment Fee), such prepayment to be made within ten (10) Business Days of receipt of such net proceeds.

Mandatory Prepayments. (ia) On In addition to the date scheduled repayments provided for in Section 2.4 hereof, EnergySolutions shall prepay the Term Loans in an amount equal to 100% of receipt the Net Proceeds (w) from any sale or disposition by any Credit Party Holdco, Parent or any of their Subsidiaries of any net cash proceeds interest in excess of $200,000 in the aggregate during any Fiscal Year Loan Party (other than from a sale to another Loan Party), (x) except as set forth below, from any Permitted Asset Sales (other than Permitted Dispositions), the Borrower shall prepay the Notes any Excluded Asset Sales) and (y) except as set forth in Section 2.3(e5.5(e) hereof, received as a result of a casualty or condemnation. Such amount shall be applied on the third Business Day following receipt thereof by EnergySolutions or the affected Subsidiary in accordance with Section 2.6(b). EnergySolutions shall also prepay the Term Loans, with application thereto in accordance with Section 2.6(b), in respective amounts equal to the after-Tax amount of any refund, purchase price adjustment, claim or credit arising under any agreement governing or relating to any acquisition of any assets or business. Notwithstanding the foregoing, with respect to any Net Proceeds realized or received with respect to any Permitted Asset Sales (other than any Excluded Asset Sales), at the option of EnergySolutions, and so long as no (1) [Subject to confirm by Citi operations.] Default or Event of Default shall have occurred and be continuing, EnergySolutions may reinvest all or any portion of such Net Proceeds in assets used or useful for its business within three hundred sixty-five (365) days following receipt of such Net Proceeds; provided, however, that (i) if the property subject to such asset sale constituted Collateral under the Security Documents, then any capital assets purchased with the Net Proceeds thereof pursuant to this subsection shall be mortgaged or pledged, as the case may be, to the Administrative Agent, for the benefit of the Secured Parties and (ii) if any Net Proceeds are no longer intended to be so reinvested at any time after delivery of a notice of reinvestment election, an aggregate amount equal to 100% any such Net Proceeds shall be immediately applied to the prepayment of such net cash proceedsthe Loans in accordance with Section 2.6(b). For the purposes of calculating the mandatory prepayment required by this Section 2.8(a), “Net Proceeds” shall exclude all Net Proceeds received by Duratek and its Subsidiaries; provided that “Duratek and its Subsidiaries” shall not include EnergySolutions and its Subsidiaries if EnergySolutions is a Subsidiary of Duratek. (iib) On In addition to the date scheduled repayments provided for in Section 2.4 hereof, EnergySolutions shall prepay the Term Loans in an amount equal to one hundred percent (100%) of receipt the Net Proceeds received after the Second Amendment Effective Date from any Indebtedness for Money Borrowed incurred by any Credit Party Holdco, EnergySolutions, Parent or any of their Subsidiaries, except for Indebtedness for Money Borrowed (i) permitted by Section 7.1 hereof or (ii) incurred in connection with any Permitted Investments or Permitted Acquisitions permitted under Section 7.6 hereof (including any Indebtedness assumed by EnergySolutions or the Agent as loss payeeSubsidiaries in connection with any such Permitted Investment or Permitted Acquisition), to the extent that upon consummation of any net cash proceeds such Permitted Investment or Permitted Acquisition such Net Proceeds were invested in, or used to acquire, such Permitted Investment or Permitted Acquisition. Such amount shall be applied on the third Business Day following receipt thereof by EnergySolutions, Parent or the affected Subsidiary in accordance with Section 2.6(b). For the purposes of calculating the mandatory prepayment required by this Section 2.8(b), “Net Proceeds” shall exclude all Net Proceeds received from any Destruction Indebtedness for Money Borrowed incurred by Duratek and its Subsidiaries; provided that “Duratek and its Subsidiaries” shall not include EnergySolutions and its Subsidiaries if EnergySolutions is a Subsidiary of Duratek. (c) In addition to the scheduled repayments provided for in Section 2.4 hereof, for each fiscal quarter during the term hereof (commencing with the fiscal quarter ended September 30, 2006), on or Takingprior to the fifth Business Day following delivery of the financial statements required by Sections 6.1 and 6.2 hereof for the most recently completed fiscal quarter, (x) so long as the Borrower Leverage Ratio as of the end of the most recently completed fiscal quarter is equal to or greater than 3.0 to 1.0, EnergySolutions shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes Term Loans in an amount equal to such excess the difference between (or applicable percentage thereof), i) fifty percent (50%) of Excess Cash Flow for the most recently completed fiscal quarter and the Borrower shall concurrently therewith deliver (ii) an amount equal to the Agent a certificate optional prepayments made pursuant to Section 2.6 in such fiscal period, (y) if the Leverage Ratio as of the end of the most recently completed fiscal quarter is less than 3.0 to 1.0 and greater than 1.0 to 1.0, EnergySolutions shall prepay the Term Loans in an authorized officer thereof demonstrating amount equal to the derivation difference between (i) twenty-five percent (25%) of Excess Cash Flow for the most recently completed fiscal quarter and (ii) an amount equal to the optional prepayments made pursuant to Section 2.6 in such excessfiscal period and (z) if the Leverage Ratio as of the end of the most recently completed fiscal quarter is less than or equal to 1.0 to 1.0, EnergySolutions shall not be required prepay the Term Loans. (d) Any prepayment pursuant to this Section 2.8 shall be made in the manner set forth in Section 2.6(b).

Mandatory Prepayments. (i) On In the date event and on each occasion that any Net Proceeds are received by or on behalf of receipt by any Credit Party PCG or any of their its Subsidiaries in respect of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)Prepayment Event, the Borrower shall shall, within three Business Days after such Net Proceeds are received, prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes Term Loans in an amount equal to such excess Net Proceeds; provided that, in the case of any event described in clause (or applicable percentage thereof)a) of the definition of the term “Prepayment Event”, and if the Borrower shall concurrently therewith shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an authorized officer a Responsible Officer to the effect that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof demonstrating the derivation specified in such certificate) to be applied within 180 days after receipt of such excessNet Proceeds to make capital expenditures useful to the business of PCG or any of its Subsidiaries or to acquire real property, equipment or other tangible assets to be used in the business of PCG or any of its Subsidiaries and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 180-day period (or within a period of 180 days thereafter if by the end of such initial 180-day period PCG or one or more of its Subsidiaries shall have entered into an agreement with a third party to make such capital expenditures or to acquire such real property, equipment or other tangible assets with such Net Proceeds), at which time a prepayment shall be required in an amount equal to the Net Proceeds that have not been so applied; provided, further that, in the case of any event described in clause (a) of the definition of the term “Prepayment Event”, no prepayment shall be required pursuant to this paragraph unless the amount of Net Proceeds received in respect of all such events and not applied pursuant to the preceding proviso exceeds $500,000,000, at which point all such Net Proceeds that have otherwise not been applied pursuant to this Section 2.6(b) shall be used to prepay the Term Loans. (ii) To the extent practicable, the Borrower shall provide written notice of any prepayment pursuant to Section 2.6(b) no later than 12:00 Noon, New York City time, three Business Days prior thereto, in the case of Eurodollar Loans, and no later than 12:00 Noon, New York City time, one Business Day prior thereto, in the case of ABR Loans, which such notice shall include a reasonably detailed calculation of the amount of such prepayment. Upon receipt of any such notice the Administrative Agent shall promptly notify each relevant Lender thereof. With respect to each prepayment of Term Loans required to be made pursuant to Section 2.6(b)(i), the Borrower may designate the Types of Term Loans and the specific Borrowing(s) that are to be prepaid. Any such prepayment shall be made by the Borrower pro rata among the applicable Lenders of the applicable Borrowing(s).

Mandatory Prepayments. (ia) On Subject to Section 7.1(b) hereof, and the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions), the Borrower shall prepay the Notes exceptions for reinvestments as set forth in paragraph (b) below and the Intercreditor Agreement, when any Note Party either (i) sells or otherwise disposes of any Collateral (other than sales or other dispositions referred to in clauses (i), (ii), (iv), (vi), (vii), (viii) and (ix) of Section 2.3(e7.1(b)) or (ii) receives the proceeds of or payment in respect of any property or casualty insurance claims or any condemnation proceedings with respect to any Collateral (a “Recovery Event”) (for avoidance of doubt, Collateral includes, in each such case, Real Property, unless such Real Property is an Excluded Asset) and receives net cash proceeds (i.e., gross cash proceeds less the reasonable costs of such sales or other dispositions or of collecting on or settling such insurance claim or condemnation proceeding) as the result of such sales, dispositions or Recovery Events in excess of an aggregate amount of $1,000,000 in any fiscal yearFiscal Year, the Issuer shall repay the Notes in an amount equal to 100% such excess, such repayments to be made promptly but in no event more than five (5) Business Days following receipt of such net cash 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 disposition otherwise prohibited by the terms and conditions hereof. (iib) On Notwithstanding the date provisions of receipt by the foregoing Section 2.5(a), in any Credit Party case involving any sale, disposition or Recovery Event with respect to any of their SubsidiariesCollateral other than Inventory, Receivables or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; providedABL Equipment, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have has occurred and be is continuing on the date such Note Party receives the net cash proceeds of receipt thereof such sale or caused therebydisposition or Recovery Event, the Borrower net cash proceeds of such sale, disposition or Recovery Event shall have not be required to be applied as a prepayment of the option Obligations as otherwise provided in Section 2.5(a), to apply the extent that (x) promptly but in no event more than one (1) Business Day following receipt of such net cash proceeds, prior the Issuer shall (I) deliver to Agent and the Purchasers a certificate of the Chief Financial Officer or Controller of the Issuer (A) stating that no Event of Default has occurred and is continuing, (B) stating the amount of the net cash proceeds of such sale, disposition or Recovery Event eligible for reinvestment under this Section 2.5(b), (C) stating that the Note Parties wish to use such eligible net cash proceeds of such sale, disposition or Recovery Event for reinvestment as permitted under this Section 2.5(b) and (D) stating that the Note Parties shall use such eligible net cash proceeds for reinvestment within (i) 120 days or (ii) in the case of Real Property, 180 days (or such longer period as the Required Purchasers may agree in their sole discretion) (as designated in such certificate of the Chief Financial Officer or Controller of the Issuer, the “Applicable Reinvestment Period”) and (II) deposit all such net cash proceeds designated for reinvestment with Agent to be held in a segregated non-interest bearing trust account under the sole dominion and control of Agent (the “Reinvestment Account”) and (y) the Note Parties shall, within the Applicable Reinvestment Period, reinvest an amount equal to such net cash proceeds designated for reinvestment in assets of equal or greater fair market value, or otherwise replace, repair or restore any such properties or assets to be used in any Note Party’s business (and Agent shall disburse funds from the Reinvestment Account to reimburse the Note Parties for the costs and expenses of such reinvestment, replacement, repair or restoration upon submission by such Note Parties to Agent of supporting documentation reasonably acceptable to Agent), but further provided that, to the date extent that is 90 days following receipt thereofthe Note Parties shall not so reinvest net cash proceeds designated for reinvestment within the Applicable Reinvestment Period, for purposes then ten (10) Business Days after the expiration of the repairsuch Applicable Reinvestment Period, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of Agent shall apply any net cash proceeds in excess of $5,000,000 designated for reinvestment remaining in the aggregate during Reinvestment Account to the term prepayment of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes Obligations as set forth otherwise provided for in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds2.5(a). (ivc) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect Issuer shall cause to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in be prepaid an aggregate principal amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b)following the end of each fiscal yearFiscal Year, beginning with the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash)fiscal yearFiscal Year ending on or about December 31, the Borrower shall promptly make an additional prepayment of all the Notes 2015, in an amount equal to (A) the Applicable ECF Percentage of Excess Cash Flow, if any, for the Excess Cash Flow Period then ended minus (B) all optional prepayments of the Notes made pursuant to Section 2.4(a) during such excess Excess Cash Flow Period (or applicable percentage thereof), without regard to any payment made on such Notes above par) to the extent such optional prepayments were funded with Internally Generated CashFunds. Each such prepayment shall be made within five (5) Business Days following delivery of the financial statements to Agent and the Borrower shall concurrently therewith deliver Purchasers referred to the Agent a certificate of an authorized officer thereof demonstrating the derivation of in and required by Section 9.6 for such excessfiscal year.

Mandatory Prepayments. (ia) On In the date event of receipt by an Asset Disposition by, or Casualty Event with respect to, the Parent or any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)Party, the Borrower shall prepay the Notes as set forth in Section 2.3(e) Company shall, within two Business Days of such Asset Disposition or Casualty Event, terminate Secured Prepaid Forward Arrangements in an aggregate amount equal to 100% the amount of Net Proceeds therefrom and apply such Net Proceeds thereunder; provided that, this clause (a) shall not apply to (x) any Net Proceeds received by the Parent in connection with any Asset Disposition of, or Casualty Event with respect to, any assets, rights, property that do not constitute FAD Property Collateral; and (y) other than with respect to any Asset Disposition of, or Casualty Event relating to, any FAD Property Collateral, that portion of such net cash proceedsNet Proceeds which, when aggregated with the Net Proceeds from any other Asset Disposition made or Casualty Event experienced in the same Fiscal Year in respect of which payment has not been made pursuant to this clause (a), is less than U.S.$ [Redacted – commercially sensitive information]. (b) The Company shall, within two Business Days of: (i) any sale or issuance of any Equity Securities by the Parent or the Company; (ii) On the date issuance or incurrence of receipt any Indebtedness by the Parent or the Company; (iii) the grant of any Credit Party or any of their Subsidiariesroyalty, or the Agent as loss payee, entry into of any net cash proceeds from any Destruction Prepaid Forward Arrangement (other than a Secured Prepaid Forward Arrangement), by the Parent or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(ea Credit Party, (iv) terminate Secured Prepaid Forward Arrangements in an aggregate amount equal to 100% the amount of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred Net Proceeds therefrom and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereofproceeds thereunder. (iiic) On The Company shall provide to the date Bank immediate written notice of receipt by event described in (a) or (b) above; provided that any Credit Party or any failure to do so shall not relieve the Company of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes its obligations pursuant to this Section 2.3(b)2.1. (i) The Company covenants and agrees to obtain from the Parent, by way of a purchase or other acquisition by the Borrower shall deliver Parent of Equity Securities of the Company or by making a capital contribution to the Agent a certificate Company: (A) all Net Proceeds that are received by the Parent and which are required to be applied by the Company upon the termination of an authorized officer thereof demonstrating Secured Prepaid Forward Arrangements pursuant to this Section 2.1 so as to permit the calculation Company to make all payments required by this Section 2.1 within the timeframes set forth herein; and (B) such other amounts as may be necessary for the Company to make all other payments to the Bank from time to time required pursuant to the terms of the amount of the applicable proceeds. In the event Secured Prepaid Forward Arrangements. (ii) The Company represents and warrants that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as Parent is not a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof)party to, and the Borrower Company covenants and agrees that it shall concurrently therewith deliver cause the Parent to not become a party to, any indenture, agreement or other instrument that: (A) requires that any Net Proceeds received by the Parent, the Company or any other Credit Party from any event described in clauses (a) or (b) of this Section 2.1 be applied in repayment of any obligations, liabilities or indebtedness outstanding under any such indenture, agreement or other Supplementary Terms Agreement – Paycore Minerals Inc. instrument, other than Net Proceeds received by the Parent in connection with any Asset Disposition of, or Casualty Event with respect to, any assets, rights, property that do not constitute FAD Property Collateral; or (B) prohibits or otherwise restricts the Parent from making the investments in the Company required pursuant to Section 2.1(d)(i), other than those prohibitions and restrictions contained in indentures, agreements or other instruments in respect of which (I) the Company has delivered to the Agent Bank, on or prior to the Closing Date, a certificate of an authorized officer thereof demonstrating consent from each counterparty to such indentures, agreements or other instruments consenting to the derivation of Parent making such excessinvestments in the Company required pursuant to Section 2.1(d)(i); or (II) the Parent is able to satisfy the conditions with respect thereto contained in such indentures, agreements or other instruments.

Mandatory Prepayments. (ia) On the date of receipt If any Indebtedness shall be incurred or issued by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in Group Member after the aggregate during any Fiscal Year from any Asset Sales Closing Date (other than Permitted DispositionsExcluded Indebtedness), the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the Net Cash Proceeds thereof shall be applied on the date of receipt by any Credit Party such incurrence or any issuance toward the prepayment of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes Term Loans as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof4.2(c). (iii1) On the If on any date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds Group Member shall receive Net Cash Proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement in any fiscal year from Asset Sales and Recovery Events then, unless a capital contribution by any Person (other than Reinvestment Notice shall be delivered in respect thereof, an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceedsNet Cash Proceeds shall be applied on such date toward the prepayment of the Term Loans as set forth in Section 4.2(c); 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 as set forth in Section 4.2(c). (iv2) Notwithstanding the foregoing, to the extent that (and for so long as) any of or all of the Net Cash Proceeds of any Asset Sale or any Recovery Event by a Foreign Subsidiary giving rise to mandatory prepayment pursuant to Section 4.2(b)(1) (each such Asset Sale and Recovery Event, a “Specified Asset Sale”) are prohibited or delayed by applicable local Requirements of Law from being repatriated to the jurisdiction of organization of the Borrower, the calculation of Net Cash Proceeds shall be reduced by the amount so prohibited or delayed; provided, that once such repatriation of any such affected Net Cash Proceeds is permitted under the applicable local Requirements of Law, the Group Members shall be treated as having received Net Cash Proceeds equal to the amount of such reduction. (c) Amounts to be applied in connection with prepayments made pursuant to this Section 4.2 shall be applied to the prepayment of the Term Loans in accordance with Section 4.8 and first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Term Loans under this Section 4.2 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid. (d) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from that is thirty (30) days after the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their SubsidiariesClosing Date, the Borrower shall prepay the Notes Term Loans as set forth in Section 2.3(e4.2(c) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to $150,000,000 minus the aggregate amount of the ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ made during such excess period, such prepayment amount not to exceed $100,000,000; provided that no prepayment under this clause (or applicable percentage thereof), and the Borrower d) shall concurrently therewith deliver be required to the Agent a certificate of an authorized officer extent that the amount thereof demonstrating the derivation of such excesswould not exceed $100,000.

Mandatory Prepayments. (ia) On Following the consummation of any Asset Sale by the Company or any of its Restricted Subsidiaries, in the case of cash proceeds, 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 of such Asset Sale shall be applied by the Company on the date of receipt thereof to the prepayment of the Term Loans, provided that 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 not constitute Net Proceeds if (x) within 360 days of receipt of such proceeds, such proceeds are applied (or are committed to be applied) to replace or restore any properties in respect of which such proceeds are paid to the Company and its Restricted Subsidiaries or such proceeds have been reinvested in productive assets of a kind then used or usable in the business of the Company and its Restricted Subsidiaries or contractually committed to be so applied(and if so committed to be applied, so long as such reinvestment is actually completed within 180 days after the end of the initial 360 day period following receipt thereof) or (y) such proceeds do not exceed (I) $5 million in any single transaction or (II) $25 million in any fiscal year; (b) following the issuance of any Indebtedness (other than any issuance of Indebtedness permitted under Section 9.2) by any Credit Party the Company or any of their its Restricted Subsidiaries, 100% of the Net Proceeds received by the Company or its Restricted Subsidiaries from the issuance of such Indebtedness shall be applied by the Company on the date of receipt thereof to the prepayment of the Term Loans; (c) following the occurrence of any net cash Casualty or condemnation event with respect to any property of the Company or any Restricted Subsidiary, 100% of all Casualty and condemnation proceeds in excess of $200,000 amounts applied within 360 days of receipt of such proceeds to replace or restore any properties in respect of which such proceeds are paid to the Company and its Restricted Subsidiaries (or contractually committed to be so applied (and if so committed to be applied, so long as such application is actually completed within 180 days thereafter)) shall be applied by the Company on the date of receipt thereof to the prepayment of the Term Loans; (d) If, for any fiscal year of the Company commencing with the fiscal year ending December 31, 2015, there shall be Excess Cash Flow, the Company shall, on the relevant Excess Cash Flow Application Date, apply the ECF Percentage of such Excess Cash Flow to the prepayment of the Term Loans less the aggregate amount equal to the sum of (i) the principal amount of all optional prepayments of Term Loans and Incremental Term Loans made pursuant to Section 5.5(a) and (ii) the principal amount of the Revolving Credit Loans repaid during such period to the extent such repayment was accompanied by a permanent reduction of the Revolving Credit Commitments in at least a like amount, in each case made (x) during such fiscal year (without duplication of amounts subtracted pursuant to the following clause (y) with respect to the prior fiscal year) and (y) during the period between the end of such fiscal year and the date on which the Company is required to make the applicable prepayment pursuant to this Section 5.6(d). Each such prepayment shall be made on a date (an Excess Cash Flow Application Date) no later than ten Business Days after the earlier of (i) the date on which the financial statements of the Company referred to in Section 8.1, for the fiscal year with respect to which such prepayment is made, are required to be delivered to the Lenders and (ii) the date such financial statements are actually delivered. (e) Payments in respect of the 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 which are not Refunded Swing Line Loans, second, shall be applied ratably to repay outstanding Revolving Credit Loans, and third, shall be used to Cash Collateralize all undrawn Letters of Credit then outstanding. (f) [Reserved.] (g) In the event and on such occasion that, other than by reason of currency fluctuations, the Aggregate Revolving Credit Extensions of Credit and Swing Line Loans exceed the aggregate Revolving Credit Commitments (including after giving effect to any reductions in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted DispositionsRevolving Credit Commitments pursuant to Section 5.4(a)), the Borrower 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 Notes as set forth in Section 2.3(eAdministrative Agent on terms reasonably satisfactory to the Administrative Agent) in an aggregate amount equal to 100such excess. If the Aggregate Revolving Credit Extensions of Credit and Swing Line Loans on the last Business Day of any week, solely by reason of currency fluctuations, shall exceed 105% of such net cash proceeds. the total Revolving Credit Commitments (ii) On the date of receipt by including after giving effect to any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 reductions in the aggregate during Revolving Credit Commitments pursuant to Section 5.4(a)), then the term of this Agreement from a capital contribution by any Person (other Company shall, not later than an Elevate the next Business Day, prepay Revolving Credit Subsidiary) to, or Loans and Swing Line Loans in the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient necessary to eliminate such excess. (viih) Concurrently with any prepayment of The Company shall give the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Administrative Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower which shall promptly make an additional notify each Lender) notice as specified in Section 5.5 of each prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess.pursuant to

Mandatory Prepayments. The Loans shall be prepaid in the amounts and under the circumstances set forth below, all such prepayments and/or reductions to be applied as set forth below or as more specifically provided in subsection 2.4B(iv): (ia) On Prepayments from Net Asset Sale Proceeds. No later than the date of receipt by any Credit Party Company or any of their its Subsidiaries of any net cash proceeds Net Asset Sale Proceeds in excess respect of $200,000 in the aggregate during any Fiscal Year from any Asset Sales Sale, Company shall either (other than Permitted Dispositions), the Borrower shall 1) prepay the Notes as set forth in Section 2.3(e) Term Loans in an aggregate amount equal to 100% of such net cash proceedsNet Asset Sale Proceeds; or (2), so long as no Potential Event of Default or Event of Default shall have occurred and be continuing and to the extent that aggregate Net Asset Sale Proceeds from any Asset Sale or any series of related Asset Sales do not exceed $20,000,000, deliver to Administrative Agent an Officer's Certificate setting forth (A) that portion of such Net Asset Sale Proceeds that Company or such Subsidiary intends to (x) reinvest in equipment or other productive assets of the general type used or useful in the business of, or reasonably similar or related to the nature or type of property and assets of, Company and its Subsidiaries or (y) invest in a Person having property or assets of a similar nature or type as, or engaged in a similar business as, Company and its Subsidiaries within 270 days of such date of receipt and (B) the proposed use of such portion of the Net Asset Sale Proceeds and such other information with respect to such reinvestment as Administrative Agent may reasonably request, and Company shall, or shall cause one or more of its Subsidiaries to, promptly and diligently apply such portion to such reinvestment purposes; provided, however, that, pending such reinvestment, such portion of the Net Asset Sale Proceeds shall be applied to prepay outstanding Revolving Loans (without a reduction in Revolving Loan Commitments) to the full extent thereof. In addition, Company shall, no later than 270 days after receipt of such Net Asset Sale Proceeds that have not theretofore been applied to the Obligations or that have not been so reinvested as provided above, make an additional prepayment of the Loans in the full amount of all such Net Asset Sale Proceeds. Nothing contained in this clause (2) shall be construed to permit any sale of assets prohibited by subsection 7.7. (iib) On Prepayments and Reductions from Net Insurance/Condemnation Proceeds. No later than the first Business Day following the date of receipt by any Credit Party Administrative Agent or by Company or any of their Subsidiaries, or the Agent as loss payee, its Subsidiaries of any net cash proceeds from any Destruction or TakingNet Insurance/Condemnation Proceeds that are required to be applied to prepay the Loans pursuant to the provisions of subsection 6.4C, the Borrower Company shall prepay the Notes as set forth in Section 2.3(e) Term Loans in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessNet Insurance/Condemnation Proceeds.

Mandatory Prepayments. (i) On The Parent shall, on the date of receipt by any Credit Party the Parent or any of their its Subsidiaries of any net cash proceeds in excess of $200,000 in (i) the aggregate during any Fiscal Year Net Cash Proceeds from (A) any Asset Sales Sale or (other than Permitted Dispositions), the Borrower shall prepay the Notes as set forth in Section 2.3(eB) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any additional Indebtedness (other than with respect to Permitted IndebtednessIndebtedness permitted by clause (F) of Section 5.02(a)(i)) or equity (excluding the issuance of Capital Stock to any Credit Party Management Investor) of the Parent or its Subsidiaries and (ii) any Extraordinary Receipt received by or paid to or for the account of any Borrower or any of their Subsidiariesits Subsidiaries and not included in clause (i) above, the Borrower shall cause one or more Borrowers to prepay the Notes as set forth in Section 2.3(e) in an aggregate principal amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment Advances comprising part of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes same Borrowings in an amount equal to the amount of such excess Net Cash Proceeds or Extraordinary Receipts, as the case may be, together with accrued interest to the date of such prepayment on the principal amount prepaid; PROVIDED that in the event that such Borrower is able to meet the conditions precedent set forth in Section 3.03 hereof on the date of such prepayment, such prepayment may, at the election of such Borrower by notice to the Administrative Agent on the date of such prepayment confirming its ability to meet such conditions precedent, be made net of any amount that such Borrower would be entitled to borrow hereunder on the date of such prepayment (or applicable percentage thereofsuch lesser amount as may be specified in such notice). In the event that, as of any Business Day, the aggregate principal amount of the Advances exceeds, as a result of fluctuations in the exchange rate (determined as provided in the definition of "Equivalent") of the Euro to the Dollar, 105% of the aggregate amount of the Commitments as of such Business Day, the Parent shall within three Business Days cause one or more Borrowers to prepay an aggregate principal amount of the Advances equal to the difference between the amount of the Advances as so calculated and the Borrower shall concurrently therewith deliver to aggregate amount of the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessCommitments.

Mandatory Prepayments. The Borrower shall make the following mandatory prepayments: (ia) On the date of receipt by Promptly and in any Credit Party event within 3 Business Days after CMS Energy's or any of their Subsidiaries its Subsidiaries' receipt of any net cash proceeds Net Proceeds from the sale, assignment or other disposition of (but not the lease or license of) any property, including, without limitation, any sale of capital stock or other equity interest in any of CMS Energy's direct or indirect Subsidiaries, in an amount, when combined with the Net Proceeds of all other such transactions since the Closing Date that have not been applied to the prepayment of the Obligations in accordance herewith, in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)5,000,000, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal make or cause to 100% of such net cash proceeds. (ii) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from made a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any mandatory prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes Obligations in an amount equal to one hundred percent (100%) of such excess aggregate Net Proceeds, provided that such amount shall exclude Net Proceeds arising from (A) any sale, assignment or applicable percentage thereof)other disposition of property by Consumers or any Subsidiary of Consumers and (B) any sale or other disposition by CMS Energy or any of its Subsidiaries in the ordinary course of business consistent with past practice; and (b) Promptly and in any event within 3 Business Days after CMS Energy's or any of its Subsidiaries' receipt of any Net Proceeds from the sale or issuance of equity securities or incurrence of Debt For Borrowed Money, and other than securities issued by or Debt incurred by Consumers or any Subsidiary of Consumers, the Borrower shall concurrently therewith deliver make or cause to be made a mandatory prepayment of the Agent a certificate of Obligations in an authorized officer thereof demonstrating the derivation amount equal to one hundred percent (100%) of such excessNet Proceeds.

Mandatory Prepayments. If, at any time, or from time to time, after the date hereof: (i) On the Borrower or any of its Subsidiaries shall receive any Net Cash Proceeds in respect of (a) any conveyance, sale, lease, assignment, transfer or other disposition (including any such transaction effected by way of merger or consolidation) (any such transaction, a "DISPOSITION"), by the Borrower, of any asset subject to the Lien of the First Mortgage Indenture (other than any Disposition of any asset released from the Lien of the First Mortgage Indenture as described in clause (i) or (iii) of SECTION 6.16), or (b) receipt by the Borrower or any of its Subsidiaries of any proceeds of insurance, condemnation awards (or payments in lieu thereof) or indemnity payments payable by reason of theft, loss, physical destruction or damage, taking or similar event with respect to any equipment, fixed asset, real property or other asset subject to the Lien of the First Mortgage Indenture (other than as permitted in clause (iii) of SECTION 6.16) (any such foregoing event, an "INDENTURE COLLATERAL EVENT"); provided that the Borrower shall not be obligated to apply the first $10,000,000, in the aggregate, of Net Cash Proceeds of Indenture Collateral Events to the mandatory prepayment of the Facilities; provided further that for purposes of this clause (i), Net Cash Proceeds shall not include any cash proceeds to the extent such cash proceeds are (and remain) subject to the Lien of the First Mortgage Indenture and are retained by the Indenture Trustee; (ii) the Borrower, Aquila Canada Holdings, Inc. or ANCFC shall receive (a) any cash dividend on or other distribution with respect to the Capital Stock of either Canadian Parent or ANCMC (other than dividends declared and made during any fiscal year based upon (and not in excess of) current consolidated earnings of such Canadian Parent or ANCMC or the repayment of Investments made after the date hereof pursuant to SECTION 6.8(i), (j) or (k)), (b) any Net Cash Proceeds in respect of receipt by any Credit Party Disposition of any Pledged Equity Interest (as such term is defined in the Canada Pledge Agreement or the ANCMC Canadian Pledge Agreement) or Disposition of assets of any of either Canadian Parent's Subsidiaries in excess of $10,000,000 in the aggregate or (c) any Net Cash Proceeds from the issuance of any Capital Stock of either Canadian Parent, ANCMC or any of their respective Subsidiaries of pursuant to SECTION 6.15(b)(i) (any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositionssuch foregoing event, a "CANADIAN COLLATERAL EVENT"), the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof.or (iii) On (a) UtilCo Group, Inc. or any of its Subsidiaries shall receive (1) any Net Cash Proceeds from the issuance of any Capital Stock by UtilCo Group, Inc. or any of its Subsidiaries pursuant to SECTION 6.15(c)(i) or (2) any cash dividend on or other distribution with respect to its equity or other ownership interests in any Independent Power Project (other than (y) dividends or other distributions declared and made during any fiscal year based upon (and not in excess of) current consolidated earnings of such Independent Power Project and (z) the repayment of Investments made in Onondaga Cogeneration Limited Partnership or Topsham Hydroelectric Generating Facility Trust No. 2 after the date hereof pursuant to SECTION 6.8 (j) or (k)), (b) Aquila Merchant Services, Inc. shall have received any Net Cash Proceeds in respect of any Disposition of any Pledged Equity Interest (as such term is defined in the IPP Pledge Agreement), or (c) the Borrower or any of its Subsidiaries shall have received any Net Cash Proceeds in respect of any Disposition by the Borrower or any of its Subsidiaries any direct or indirect equity or other ownership interests in any Independent Power Project (including without limitation any Disposition of any equity or other ownership interest in any intermediate holding company Subsidiary) (any such foregoing event, an "IPP COLLATERAL EVENT"); then, on or before the second Business Day immediately succeeding the date of receipt by any Credit Party such receipt, such Net Cash Proceeds, dividends or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 other distributions (or, in the aggregate during the term case of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary which is not a Wholly-Owned Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower Borrower's pro rata beneficial interest therein) shall prepay be applied, FIRST, to the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% mandatory prepayment of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the Loans then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess Net Cash Proceeds, dividends or other distributions (or applicable percentage pro rata portion thereof, if applicable), and the Borrower shall concurrently therewith deliver SECOND, to the Agent permanent reduction of up to that portion of the Total Credit-Linked Deposits in excess of the then aggregate LC Exposure and, THIRD, as a certificate deposit into the Cash Collateral Account (up to an aggregate amount equal to the aggregate undrawn face amount of an authorized officer thereof demonstrating the derivation all outstanding Letters of Credit) as provided in Section 2.5(j)(ii); PROVIDED that no Make-Whole Premium shall be due as a result of such excess.mandatory prepayment, reduction or deposit; PROVIDED FURTHER that

Mandatory Prepayments. The Borrowers shall prepay the Term Loans in amounts as provided below, it being agreed that the relevant payment date shall be deemed to be the “Redemption Date” for purposes of such calculation), as follows: (i) On In the date of receipt by any Credit Party or any of their Subsidiaries event of any net cash proceeds in excess Casualty Event, an amount, inclusive of $200,000 in any Prepayment Premium, any accrued but unpaid interest (including interest on the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)amount of the principal being prepaid) and fees then due and owing, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the date of receipt Net Cash Proceeds received by any Credit Party Obligor or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceedsits Subsidiaries with respect thereto; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (or event or circumstance that, with the passage 180) days after receipt of timesuch Net Cash Proceeds, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on Obligors may apply the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries Net Cash Proceeds of any net cash proceeds in excess of casualty policy up to, but not exceeding $5,000,000 4,000,000 for all losses in the aggregate during the term of this Agreement from toward the replacement or repair of destroyed or damaged property; provided, further, that any such replaced or repaired property shall be Collateral in which the Administrative Agent for the benefit of the Lenders has been granted a capital contribution by security interest under the Security Documents. (ii) In the event any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party Obligor or any of their Subsidiariesits Subsidiaries incurs Indebtedness other than Indebtedness that is permitted by Section 9.01 hereof, an amount, inclusive of any Prepayment Premium, any accrued but unpaid interest (including interest on the Borrower shall prepay amount of the Notes as set forth in Section 2.3(eprincipal being prepaid) in an aggregate amount and fees then due and owing, equal to 100% of the Net Cash Proceeds thereof received by such net cash proceedsPerson. For the avoidance of doubt, any prepayment made pursuant to this Section 3.03(b)(ii) shall not be deemed to be a consent to any such incurrence of Indebtedness or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the express consent of the Majority Lenders. (iviii) On In the date of receipt by event any Credit Party Obligor or any of their its Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness consummates an Asset Sale other than an Asset Sale that is permitted by Section 9.09 hereof (other than with respect to Permitted Indebtedness) Section 9.09(j)), an amount, inclusive of any Credit Party or Prepayment Premium any accrued but unpaid interest (including interest on the amount of their Subsidiariesthe principal being prepaid) and fees then due and owing, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of the Net Cash Proceeds received by such net cash proceeds. Obligor in connection with such Asset Sale; provided, however, so long as no Default or Event of Default has occurred and is continuing, within one hundred eighty (v180) On days after receipt of such Net Cash Proceeds (or if committed to be reinvested within such 180-day period, no later than ninety (90) days after the date end of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receiptssuch 180-day period), the Borrower Obligors may use such Net Cash Proceeds up to $500,000 with respect to any Asset Sale, but not exceeding $1,000,000 for all Asset Sales in the aggregate per fiscal year, to purchase, replace, repair or restore properties or assets used in the Obligors’ businesses; provided, further, that any such purchased, replaced, repaired or restored property shall prepay be Collateral in which the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% Administrative Agent for the benefit of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance Lenders has been granted a security interest under the Security Documents. For the avoidance of Notes shall exceed the Maximum Commitmentdoubt, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes made pursuant to this Section 2.3(b)3.03(b)(iii) shall not be deemed to be a consent to any Asset Sale or a cure or waiver of any Event of Default which occurs in connection therewith, it being understood that any such Event of Default may only be waived with the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation express consent of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessMajority Lenders.

Mandatory Prepayments. (ia) On the date of receipt If any Indebtedness shall be incurred by any Credit Loan Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted DispositionsIndebtedness permitted under Section 7.03), the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the Net Cash Proceeds thereof shall be applied on the date of receipt by any Credit Party such issuance, incurrence or any contribution toward the prepayment of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes Loans as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof2.08(c). (iiib) On the If on any date of receipt by any Credit Loan Party or shall receive Net Cash Proceeds from any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person Disposition (other than an Elevate Credit SubsidiaryDispositions permitted under Section 7.05) toor Recovery Event, or such Net Cash Proceeds shall be applied on the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) next Business Day following such date toward the prepayment of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes Loans as set forth in Section 2.3(e2.08(c); provided that if the Borrower and the Subsidiaries apply the Net Cash Proceeds from such event (or a portion thereof) in an aggregate amount equal to 100% within 360 days after receipt of such net cash proceeds. Net Cash Proceeds and at a time when no Default has occurred and is continuing, to acquire real property, equipment or other tangible assets to be used in the business of the Borrower and the Subsidiaries (iv) On provided that the Borrower has delivered to the Administrative Agent on the next Business Day following the date such Net Proceeds are received a certificate of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect a financial officer stating its intention to Permitted Indebtedness) of any Credit Party or any of their Subsidiariesdo so and certifying that no Default has occurred and is continuing), the Borrower then no prepayment shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes be required pursuant to this Section 2.3(b)paragraph in respect of the Net Cash Proceeds in respect of such event (or the portion of such Net Cash Proceeds specified in such certificate, the Borrower shall deliver if applicable) except to the Agent a certificate extent of an authorized officer thereof demonstrating any such Net Cash Proceeds therefrom that have not been so applied by the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount end of such proceeds exceeded the amount set forth in such certificate (including as 360-day period, at which time a result of the conversion of non-cash proceeds into cash), the Borrower prepayment shall promptly make an additional prepayment of all the Notes be required in an amount equal to such excess Net Cash Proceeds that have not been so applied. (or applicable percentage c) Amounts to be applied in connection with prepayments made pursuant to Section 2.08 shall be applied to the prepayment of the Loans. Any such prepayment of the Loans shall be accompanied by a reduction of the Commitments; provided that if the aggregate principal amount of Loans then outstanding is less than the amount of the then outstanding Commitments (because L/C Obligations constitute a portion thereof), and the Borrower shall concurrently therewith deliver shall, to the Agent a certificate extent of an authorized officer thereof demonstrating the derivation balance of such excess, replace outstanding Letters of Credit and/or deposit an amount in cash in a cash collateral account established with the Administrative Agent for the benefit of the Lenders on terms and conditions satisfactory to the Administrative Agent. The application of any prepayment pursuant to Section 2.08 shall be made, first, to Base Rate Loans and, second, to Eurodollar Loans. Each prepayment of the Loans under Section 2.08 (except in the case of Committed Loans that are Base Rate Loans) shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.

Mandatory Prepayments. (a) In the event and on each occasion that, after the making of the Loan hereunder on the Closing Date, any Net Proceeds are received by or on behalf of the Borrower or any of its Subsidiaries (as applicable) in respect of any Commitment Reduction/Prepayment Event, (i) On the date Borrower shall, within three Business Days following the day of receipt by any Credit Party or any such receipt, deliver to the Administrative Agent a notice thereof setting forth the nature of their Subsidiaries such Commitment Reduction/Prepayment Event and the amount of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales such Net Proceeds (other than Permitted Dispositions)together with a reasonably detailed calculation thereof) and (ii) within three Business Days after such Net Proceeds are received, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes Loan in an amount equal to such excess Net Proceeds (or, if less, an amount equal to the aggregate amount of the Loan then outstanding); provided that in the case of any Commitment Reduction/Prepayment Event described in clause (C) of the definition of such term, (x) (A) no proceeds realized in a single transaction or series of related transactions shall constitute Net Proceeds unless such proceeds shall exceed $100,000,000 and (B) no proceeds shall constitute Net Proceeds until the aggregate amount of all such proceeds since the Signing Date shall exceed $250,000,000, (y) if the Borrower shall, in such notice to the Administrative Agent, state that the Borrower intends to cause such Net Proceeds from such Commitment Reduction/Prepayment Event (or a portion thereof specified in such notice) to be applied, or committed to be applied, within 365 days after receipt of such Net Proceeds to acquire, construct, improve, upgrade or repair assets (other than cash or cash equivalents) to be used in the business of the Borrower and its Subsidiaries, or to consummate any business acquisition by the Borrower or any of its Subsidiaries, then the amount of the prepayment required to be made under this Section 3.10(a) on account of such Commitment Reduction/Prepayment Event shall be reduced by the amount of the Net Proceeds specified by the Borrower in such notice as intended to be so reinvested, and (z) to the extent that any proceeds from a Commitment Reduction/Prepayment Event described in clause (C) of the definition of such term attributable to a Subsidiary of the Borrower that would be required to be prepaid under this Section 3.10(a) would be prohibited or restricted under applicable percentage thereofLaw or any third-party agreement from being distributed or dividended to the Borrower (or the applicable Subsidiary’s parent company), then such proceeds shall not constitute Net Proceeds. (b) Upon receipt of a notice of prepayment pursuant to this Section 3.10, the Administrative Agent shall promptly notify each Lender of the contents thereof and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess▇▇▇▇▇▇’s ratable share of such prepayment, and such notice shall not thereafter be revocable by the Borrower.

Mandatory Prepayments. (i) On If a Change of Control occurs that has not been consented to in writing by Agent prior to the consummation thereof, on or prior to the first Business Day following the date of receipt by any Credit Party or any such Change of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions)Control, the Borrower shall prepay the Notes as set forth in Section 2.3(eLoan and all other Obligations (other than, indemnity obligations that are not then due and payable or with respect to which no claim has been made) in full in cash together with accrued interest thereon to the date of such prepayment and all other amounts owing to Agent and Lenders under the Loan Documents and the Revolving Advance Prepayment Additional Interest and Term Loan Prepayment Additional Interest that would be payable on such date, and whereupon the Revolving Loan Commitments shall be terminated; provided, that if such event occurs on or prior to May 14, 2021, Borrower shall also pay Agent, for the benefit of the Lenders, an aggregate amount equal to the sum of the Revolving Commitment Lockout Period Additional Interest and the Term Loan Lockout Period Additional Interest; provided further that any such prepayment shall be in compliance with Section 6.16 hereof. In addition to and without limiting any provision of any Loan Document, if Borrower, in any transaction or series of related transactions, (a) sells any Pledged Lease or other material assets or other properties, (b) sells or issues any equity or debt securities, Equity Interests or other ownership interests other than, in each case, to Holdings or (c) incurs any Indebtedness except for Permitted Indebtedness, then it shall deposit 100% (or such lesser amount as is required to indefeasibly pay in cash in full the Obligations (other than indemnity obligations that are not then due and payable or with respect to which no claim has been made)) of the cash proceeds thereof (net of reasonable transaction costs and expenses and taxes) to the Collateral Account, and the Revolving Advance Prepayment Additional Interest provided for in clause (i) of the definition thereof, provided, that if such net cash proceeds. event occurs on or prior to May 14, 2021, Borrower shall also pay Agent, for the benefit of the Lenders, an amount equal to the amount of interest that would have accrued on the sum of the principal balance of the Loan plus projected further utilization of the Loan hereunder (as determined by Agent in its Permitted Discretion), from such date of prepayment to May 14, 2021, at a per annum rate equal to the Calculated Rate. In no event shall the sum of the aggregate outstanding principal balance of the Revolving Loan Advances exceed the lesser of (i) the Borrowing Base and (ii) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) Maximum Revolving Loan Amount. If at any time and for any reason, the outstanding unpaid principal balance of the Revolving Loan Advances exceed the Maximum Revolving Loan Amount, Borrower shall promptly, and in any event within five (5) Business Days, without the necessity of any notice or demand, whether or not a Default or Event of Default has occurred or is continuing, prepay the principal balance of the Loan in an amount equal to the difference between the then aggregate outstanding principal balance of the Revolving Loan Advances and the Maximum Revolving Loan Amount. If at any time and for any reason, the outstanding unpaid principal balance of the Loan exceeds the Borrowing Base (including due to any Eligible Lease thereafter failing to meet the eligibility criteria and becoming an Ineligible Lease; provided, however, that if such Lease is an Ineligible Lease solely as a result of a Regulatory Trigger Event described in clause (xxx) of the definition of “Eligible Leases” Borrower shall have forty five (45) calendar days after the earlier of its discovery or receipt of notice thereof to comply with this clause(c) of Section 2.6), then Borrower shall without the necessity of any notice or demand, whether or not a Default or Event of Default has occurred or is continuing, either (x) prepay the principal balance of the Loan in an amount equal to the difference between the then aggregate outstanding principal balance of the Loan and the Borrowing Base or (y) increase the aggregate principal balance of Eligible Leases pledged to Agent in accordance with this Agreement so that the Borrowing Base is equal to or exceeds the then outstanding principal balance of Notes the Loan. The pledge and delivery to Agent of additional Eligible Leases shall exceed comply with the Maximum Commitment, the Borrower shall immediately prepay the Notes as document delivery requirements set forth in Sections 2.9 and 4.2 of this Agreement, as applicable, and shall be accompanied by a certification from Borrower that demonstrates that after giving effect to the pledge to Agent of such additional Eligible Leases, the outstanding unpaid principal balance of the Loan is equal to or less than the Borrowing Base. Should any amount required to be paid under any Loan Document be unpaid beyond any applicable cure period, such amount may be paid by Agent, for the account of Lenders, which payment shall be deemed a request for an Advance under the Loan as of the date such payment is due, and Borrower irrevocably authorizes disbursement of any such funds to Agent, for the benefit of itself and the Lenders, by way of direct payment of the relevant amount, interest or Obligations in accordance with Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with 2.4 without necessity of any demand whether or not a Default or Event of Default has occurred or is continuing. No payment or prepayment of the Notes pursuant any amount by Agent, Lenders or any other Person shall entitle any Person to this Section 2.3(b), the Borrower shall deliver be subrogated to the rights of Agent a certificate of an authorized officer thereof demonstrating and/or Lenders under any Loan Document unless and until the calculation of Obligations are repaid in full and the amount of Loan Agreement and the applicable proceedsother Loan Documents have been terminated. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including Any sums expended or amounts paid by Agent and/or Lenders as a result of Borrower’s failure to pay, perform or comply with any Loan Document or any of its Obligations may be charged to Borrower’s account as an Advance under the conversion Loan and added to the Obligations. Notwithstanding any provision of non-cash proceeds into cashany Loan Document, Agent, in its sole discretion, shall have the right, but not any obligation, at any time that Borrower fails to do so, and from time to time, without prior notice, to: (i) discharge (at the Borrower’s expense) taxes or Liens affecting any of the Collateral that have not been paid in violation of any Loan Document or that jeopardize the Agent’s Lien priority in the Collateral, including any underlying collateral securing any Lease; or (ii) make any other payment (at the Borrower’s expense) for the administration, servicing, maintenance, preservation or protection of the Collateral, or any underlying collateral securing any Lease (each such advance or payment set forth in clauses (i) and (ii), a “Protective Advance”). Agent shall be reimbursed for all Protective Advances pursuant to Section 2.4 and any Protective Advances shall bear interest at the Borrower Applicable Rate plus the Default Rate from the date the Protective Advance is paid by Agent until it is repaid. No Protective Advance by Agent shall promptly make an additional prepayment be construed as a waiver by Agent, or any Lender of all any Default, Event of Default, Default Trigger Event, First Payment Default Trigger Event or any of the Notes in an amount equal to such excess (rights or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the remedies of Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessor any Lender.

Mandatory Prepayments. (i) On If, at any time, the aggregate principal amount of the Revolving Loans outstanding plus the Letter of Credit Usage exceeds the lesser of the Borrowing Base or the Revolving Loan Limit, then a Borrower shall promptly, but in any event, within one Business Day prepay the Obligations in an aggregate amount equal to the amount of such excess (or after the prepayment of all Revolving Loans, upon Lender’s demand, immediately provide cash collateral up to 105% of the Letter of Credit Usage as required to address such excess, even if amounts greater than such excess are required as a result of the amount of any Letters of Credit then outstanding). (ii) Within one Business Day of the date of receipt by any Credit Loan Party or any of their Subsidiaries the cash proceeds of any net cash proceeds in excess voluntary or involuntary sale or other disposition of $200,000 in assets of any Loan Party permitted under clauses (d), (g), (h) or (l) of the aggregate during any Fiscal Year from any Asset Sales (other than definition of the term Permitted Dispositions), the Borrower Borrowers shall prepay the Notes as set forth in Section 2.3(e) outstanding principal amount of the Obligations in an aggregate amount equal to 100% of such net cash proceeds received by such Person in connection with such sales or other disposition cash proceeds. (ii) On , net of Indebtedness secured by a Permitted Lien on the date of receipt by any Credit Party asset sold or any of their Subsidiariesotherwise disposed of, fees and expenses related to such sale, and taxes paid or the Agent as loss payeepayable in connection therewith; provided, of that with respect to any net cash proceeds from of a disposition arising as a result of any Destruction condemnation or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; providedcasualty loss, so long as (A) no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be is continuing on or would result therefrom, (B) Borrower Representative shall have given Lender prior written notice of Borrowers’ intention to apply such monies to the date costs of repair or replacement of the properties or assets that are the subject of such disposition, (C) the monies are held in a deposit account in which Lender has a perfected first-priority security interest, and (D) such Loan Party or its Subsidiary, as applicable, completes such repair, replacement, purchase, or construction within 180 days after the initial receipt thereof of such monies (or caused therebysuch longer period of time as Lender shall agree in writing), then the Borrower Loan Party or such Loan Party’s Subsidiary whose assets were the subject of such disposition shall have the option to apply such net cash proceeds, prior monies to the date that is 90 days following receipt thereof, for purposes costs of the repair, restoration or repair and/or replacement of the applicable assets thereofthat are the subject of such disposition. All such net cash proceeds received in connection with any such sale or disposition (including any unused net cash proceeds remaining after such 180 day period in clause (D) above (or such longer period of time as Lender shall agree in writing) expires without such repair, replacement, purchase, or construction being made or completed) shall be paid to Lender and applied (i) in the case of any such sale or disposition of Eligible Real Property, to the Revolving Loans with a permanent reduction in the Real Property Subline Amount equal to the greater of (x) 60% of the appraised fair market value of the Eligible Real Property so sold or disposed and (y) the net cash proceeds of the Eligible Real Property so sold or disposed until the Real Property Subline Amount is reduced to zero (whereupon any such remaining proceeds will be applied to the Revolving Loans without any further reduction in availability) and (ii) in the case of any such sale or disposition of any other assets, to the Term Loan in the inverse order of maturity (including for this purpose the amount due and payable on the Maturity Date as an installment) until paid in full and thereafter to the Revolving Loans; provided, that no Loan Party nor any of its Subsidiaries shall have the right to use such net cash proceeds of such sale or disposition to make such repairs, replacements, purchases, or construction in excess of $1,000,000 in any given fiscal year without the prior written consent of Lender. Nothing contained in this Section 2.4(d)(ii) shall permit any Loan Party or any of its Subsidiaries to sell or otherwise dispose of any assets other than in accordance with Section 6.4. (iii) On If Lender obtains an appraisal of the date Eligible Equipment at any time as permitted under this Agreement, and such appraisal shows the aggregate unpaid principal amount of receipt by any Credit Party or any the Term Loan to exceed 85% of their Subsidiaries the Net Orderly Liquidation Value of any net cash proceeds in excess Eligible Equipment, then Lender may (1) require Borrowers to immediately prepay the unpaid principal of $5,000,000 the Term Loan in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds.excess or (2) establish and maintain a Reserve in the amount of such excess (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment Each of the Notes pursuant to mandatory prepayments described in this Section 2.3(b), 2.4(d) shall be made without premium or penalty and shall not result in a permanent reduction in the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessRevolving Loan Limit.

Mandatory Prepayments. certain proceeds (ia) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions), the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of all insurance proceeds payable with respect to any Collateral (the Insurance Proceeds); provided that the Obligor receiving such net cash proceeds. (ii) On Insurance Proceeds may retain the date of receipt by any Credit Party or any of their Subsidiaries, or same to the extent that the Borrower has notified the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, in writing that the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option Obligor intends to apply such net cash proceeds, prior Insurance Proceeds to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. affected property (iii) On it being understood that to the extent any Insurance Proceeds intended to be applied to such repair, restoration or replacement are not in fact applied within sixty days after the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) tosuch Insurance Proceeds, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, then the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes Loan in an amount equal to such excess unapplied portion of the Insurance Proceeds); (b) in connection with the sale of shares or applicable percentage thereofany other Equity Interest in any Acquired Subsidiary, the principal outstanding amount of the Advance made under the Loan to partially finance the acquisition of such Acquired Subsidiary (which in the case of Gupta shall be Advance A) or, in the case of any of Advance that related to the financing of more than one Acquired Subsidiary, the portion of such Advance which is attributable to the Acquired Subsidiary being sold (as set forth in the relevant Request or, if not set forth in the relevant request, as determined by the Agent); provided, that, if a Default has occurred and is continuing, 100% of the Net Cash Proceeds related to any Disposition shall be applied to repayment of the Loan under this Clause 7.2(b); and provided, further, that, so long as no Default has occurred and is continuing, the sale of the Warp Solutions/Spider Cache Business will not trigger a mandatory prepayment under this clause; and (c) an amount equal to 85% of the aggregate of all Excess Cash Flows for each member of the Group (calculated for each period commencing on the later of the Closing Date or the date on which a prepayment under this subclause (c) was last previously made and ending on the date immediately prior to a payment under this subclause (c)); provided that no repayment shall be required under this subclause (c) unless prior to the date which is 9 months after the Closing Date (i) no Advances have been made under Tranche B and (ii) the Company has not acquired (after the Closing Date and without the incurrence of any Indebtedness) 100% of the Equity Interests of any new subsidiary which at the time of acquisition had a twelve month trailing EBITDA of greater than $1,000,000; provided further that, in the event prepayments are required to be made under this subclause (c) (assuming Excess Cash Flow is a positive amount) then Borrower must prepay the loan in full no later than the date which is 21 months after the Closing Date. Mandatory prepayments required under Clause 7.2(a) shall be made within one Business Day of receipt of Insurance Proceeds (except as provided above), and mandatory prepayments required under Clause 7.2(b) shall be made on the Borrower same day that Net Cash Proceeds are received, mandatory prepayments required under Clause 7.2(c), if any, shall concurrently therewith deliver to be made quarterly commencing on the Agent a certificate of an authorized officer thereof demonstrating date which is 9 months after the derivation of such excessClosing Date.

Mandatory Prepayments. (a) The Borrower shall be required to make mandatory prepayments of the DOE-Guaranteed Loans upon the occurrence of any of the following and in amounts set forth in this Section 3.4.3, minus such amounts as may be required to be deposited (i) On in the date of Debt Service Reserve Account such that the amount on deposit in the Debt Service Reserve Account equals the Debt Service Reserve Requirement and (ii) in the Maintenance Reserve Account such that the amount on deposit in the Maintenance Reserve Account equals the MRA Required Amount: (i) the receipt by any Credit Party or any the Borrower of their Subsidiaries of any net cash proceeds delay damages in excess of $200,000 the amounts needed, as determined by the Loan Servicer in consultation with the aggregate during any Fiscal Year Lender’s Engineer (as appropriate) to pay financing and operating costs payable resulting from any Asset Sales (other than Permitted Dispositions), the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds.delay; (ii) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) of Loss Proceeds in an aggregate amount equal to 100% that exceeds the amount of such net cash proceeds; provided, so long as no Event of Default (Loss Proceeds used or event to be used to repair or circumstance that, with restore the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof.Project Facility; (iii) On the date of receipt by any Credit Party or any of their Subsidiaries payment of any net cash proceeds amounts to the Borrower in respect of the termination or repudiation of any Project Document or in respect of any damages paid to the Borrower as a result of a breach of any such Project Document (in the case of damages in excess of $5,000,000 the amount applied in remedying the aggregate during the term relevant breach), in each case, after deduction of this Agreement from a capital contribution by any Person all costs and expenses (other than an Elevate Credit Subsidiaryincluding reasonable attorneys’ fees) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth incurred in Section 2.3(e) in an aggregate amount equal to 100% of collecting such net cash proceeds.amounts; (iv) On the date of receipt by any Credit Party or any of their Subsidiaries sales of any net cash proceeds from assets no longer used or useful in the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment operation of the Notes pursuant to this Section 2.3(b)Project Facility in excess of [*****] in a single transaction or a series of related transactions, the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to the proceeds of such excess sales, after deduction of all costs and expenses (including reasonable attorneys’ fees) incurred in connection with such sales, unless applied or applicable percentage thereofto be applied to the acquisition of replacement assets; and (v) to the extent any Restricted Payments or any other payments are made from the Distribution Suspense Account in accordance with Section A.14 of Appendix A to this Agreement, then the Borrower shall, at the same time that such payments are made, apply an amount equal to [*****] of the amount of such payment to the prepayment of the DOE-Guaranteed Loan (the “Prepayment Amount”), and the Borrower shall concurrently therewith deliver with such Prepayment Amount allocated to the Agent a certificate prepayment of principal in the maximum possible amount when taken together with any associated make-whole premiums or discounts (it being understood that (x) if there is an authorized officer thereof demonstrating associated premium, the derivation principal amount prepaid would be less than the Prepayment Amount, and (y) if there is an associated discount, the principal amount prepaid would be greater than the Prepayment Amount). (b) Any mandatory prepayments of such excessthe DOE-Guaranteed Loans shall be made no later than on the next Payment Date in accordance with the DOE Credit Facility Documents, shall be applied, and shall be subject to the terms and conditions, as set forth in the DOE Credit Facility Documents.

Mandatory Prepayments. (i) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in the aggregate during any US_142815097 Fiscal Year from any Asset Sales (other than Permitted Dispositions), the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (ii) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable US_142815097 percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excess.

Mandatory Prepayments. (i) On In the event and on each occasion that any Net Proceeds are received by or on behalf of the Borrower or any Restricted Subsidiary in respect of any Prepayment Event following the Closing Date, the Borrower shall, on the day such Net Proceeds are received (or, in the case of a Prepayment Event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” within three Business Days after such Net Proceeds are received), prepay Term Loans in an amount equal to 100.0% of such Net Proceeds; provided that, in the case of any event described in clauses (a) or (b) of the definition of the term “Prepayment Event,” if the Borrower shall, prior to the date of the required prepayment, deliver to the Administrative Agent a certificate of an Authorized Officer of the Borrower to the effect that the Borrower intends to cause the Net Proceeds from such event (or a portion thereof specified in such certificate) to be applied within 365 days after receipt of such Net Proceeds to acquire real property, equipment or other tangible assets to be used in the business of the Borrower or the Restricted Subsidiaries, or to consummate any Permitted Acquisition (or any other acquisition of all or substantially all the assets of (or all or substantially all the assets constituting a business unit, division, product line or line of business of) any Person) permitted hereunder, and certifying that no Default has occurred and is continuing, then no prepayment shall be required pursuant to this paragraph in respect of the Net Proceeds from such event (or the portion of such Net Proceeds specified in such certificate, if applicable) except to the extent of any such Net Proceeds that have not been so applied by the end of such 365-day period (or within a period of 180 days thereafter if by the end of such initial 365-day period the Borrower or one or more Restricted Subsidiaries shall have entered into an agreement with a third party to acquire such real property, equipment or other tangible assets, or to consummate such Permitted Acquisition or other acquisition, with such Net Proceeds), at which time a prepayment shall be required in an amount equal to the Net Proceeds that have not been so applied (and no prepayment shall be required to the extent the aggregate amount of such Net Proceeds that are not reinvested in accordance with this Section does not exceed $5,000,000 in any fiscal year); provided, further that to the extent any such Net Proceeds shall be received in respect of assets owned by a Loan Party, such Net Proceeds may be reinvested only in assets owned by a Loan Party or, in the case of a Permitted Acquisition or other acquisition, by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 in Person that shall become a Subsidiary Guarantor upon the aggregate during any Fiscal Year from any Asset Sales consummation thereof (other than Permitted Dispositionsthan, in each case, Equity Interests in Foreign Subsidiaries, except to the extent such Net Proceeds shall have resulted from the sale of Equity Interests in one or more Foreign Subsidiaries). (i) In the event that the Borrower has Excess Cash Flow for any fiscal year of the Borrower, commencing with the fiscal year ending December 31, 2019, the Borrower shall shall, not later than ninety (90) days following the end of such fiscal year, prepay the Notes as set forth in Section 2.3(e) Term Loans in an aggregate amount equal to 100% the excess of (x) an amount equal to the ECF Percentage multiplied by Excess Cash Flow for such net cash proceedsfiscal year over (y) the amount of prepayments of (A) Term Loans pursuant to ‎Section 2.04(a)(i) during such fiscal year and (B) to the extent accompanied by a permanent reduction in the Aggregate Revolving Loan Commitment, Revolving Loans (in each case, other than any such prepayment made with the proceeds of Indebtedness). (ii) On Prior to any optional or mandatory prepayment of Term Loans under this Section, the date Borrower shall, subject to the next sentence, specify the Term Loans or Term Loans to be prepaid in the notice of receipt by any Credit Party or any of their Subsidiaries, or such prepayment. In the Agent as loss payee, event of any net cash proceeds mandatory prepayment of Term Loans from any Destruction a Prepayment Event under clauses (a) or Taking(b) of the definition thereof made at a time when Term Loans of more than one Class remain outstanding, the Borrower shall prepay select Term Loans to be prepaid so that the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with prepayment is allocated among the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing Term Loans pro rata based on the date aggregate principal amounts of receipt thereof or caused thereby, the Borrower shall have the option to apply outstanding Term Loans of each such net cash proceeds, prior Class; provided that to the date that is 90 days following receipt thereofextent provided in the relevant Incremental Term Loan Amendment or Extension Agreement, for purposes any Class of Incremental Term Loans or Extended Term Loans may be paid on a pro rata basis or less than pro rata basis with any other Class of Term Loans. Any prepayment of Loans from a Prepayment Event described in clause (c) of the repair, restoration definition of “Prepayment Event” shall be applied to the Class or replacement Classes of Loans selected by the applicable assets thereofBorrower. (iii) On Notwithstanding the date of receipt foregoing, any Term Lender may elect, by any Credit Party notice to the Administrative Agent by telephone (confirmed by hand delivery or facsimile) at least one Business Day (or such shorter period as may be established by the Administrative Agent) prior to the required prepayment date, to decline all or any of their Subsidiaries portion of any net cash proceeds in excess prepayment of $5,000,000 in the aggregate during the term of its Term Loans pursuant to this Agreement from a capital contribution by any Person Section 2.04 (other than an Elevate Credit Subsidiary) to, or the issuance optional prepayment pursuant to any Person paragraph (other than a Credit Party or an Elevate Credit Subsidiarya) of any Equity Interests this Section or a prepayment pursuant to clause (c) of any Credit Party or any the definition of their Subsidiaries“Prepayment Event,” which may not be declined), in which case the aggregate amount of the payment that would have been applied to prepay Loans but was so declined may be retained by the Borrower and shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceedsconstitute “Declined Proceeds.” (iv) On The Borrower shall notify the Administrative Agent by telephone (confirmed by hand delivery or facsimile) of any optional prepayment and, to the extent practicable, any mandatory prepayment hereunder (A) in the case of prepayment of a Eurodollar Rate Loan, not later than 11:00 a.m., New York City time, three Business Days before the date of receipt by any Credit Party prepayment or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(eB) in the case of prepayment of an aggregate amount equal to 100% of such net cash proceeds. (v) On ABR Loan, not later than 11:00 a.m., New York City time, on the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receiptsprepayment. Each such notice shall be irrevocable and shall specify the prepayment date, the Borrower shall prepay principal amount of each Advance or portion thereof to be prepaid and, in the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% case of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitmenta mandatory prepayment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the reasonably detailed calculation of the amount of such prepayment; provided that a notice of prepayment of Advances pursuant to paragraph (a) of this Section may state that such notice is conditioned upon the occurrence of one or more events specified therein, in which case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified date of prepayment) if such condition is not satisfied. Promptly following receipt of any such notice, the Administrative Agent shall advise the Lenders of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result Class of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional contents thereof. Each partial prepayment of all the Notes any Advance shall be in an amount equal to such excess (or applicable percentage thereofthat would be permitted in the case of an advance of an Advance of the same Type as provided in ‎Section 2.04(a), and except as necessary to apply fully the Borrower required amount of a mandatory prepayment. Each prepayment of an Advance shall concurrently therewith deliver be applied ratably to the Agent Loans included in the prepaid Advance. Prepayments shall be accompanied by accrued interest as required by ‎Section 2.11. In no event (except pursuant to Section 2.05 below) shall a certificate repayment or a prepayment of an authorized officer thereof demonstrating a Revolving Loan result in a reduction of the derivation of such excessAggregate Revolving Loan Commitment.

Mandatory Prepayments. (ia) On The Borrower may (and shall provide notice thereof to the Administrative Agent not later than 10:00 a.m. (New York City time) on the date of receipt by termination or reduction, and the Administrative Agent shall promptly distribute copies thereof to the Lenders) terminate in whole or reduce ratably in part the unused portions of the Facility A Revolving Commitments; provided that any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $200,000 such partial reduction shall be in the aggregate during amount of $5,000,000 or an integral multiple of $1,000,000 in excess thereof. (b) Upon the occurrence of a Change of Control the Commitments shall be reduced to zero and the principal amount outstanding hereunder, all interest thereon and all other amounts payable under this Agreement and the other Loan Documents shall become and be forthwith due and payable, without presentment, demand, protest or further notice of any Fiscal Year from any Asset Sales kind, all of which are hereby expressly waived by the Borrower. (other than Permitted Dispositions)c) From and after the date that all of the obligations under the Enterprises 2003 Credit Agreement shall have been paid in full in cash and the Enterprises 2003 Credit Agreement shall have been terminated, the Borrower shall prepay make the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds.following mandatory prepayments: (iii) On Promptly and in any event within 3 Business Days after the date of receipt by any Credit Party Borrower's or any of their its Subsidiaries, or the Agent as loss payee, ' receipt of any net cash proceeds Net Proceeds from any Destruction the sale or Takingissuance of equity securities, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal make or cause to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from made a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any mandatory prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes Obligations in an amount equal to one hundred percent (100%) of such excess Net Proceeds; (ii) Promptly and in any event within 3 Business Days after the Borrower's or applicable percentage thereof)any of its Subsidiaries' receipt of any Net Proceeds from the incurrence of Debt For Borrowed Money, and other than Debt incurred by Consumers or any Subsidiary of Consumers, the Borrower shall concurrently therewith deliver make or cause to be made a mandatory prepayment of the Obligations in an amount equal to one hundred percent (100%) of such Net Proceeds; and (iii) Promptly and in any event within 3 Business Days after the Borrower's or any of its Subsidiaries' receipt of any Net Proceeds from the sale, assignment or other disposition of (but not the lease or license of) any property, including, without limitation, any sale of capital stock or other equity interest in any of the Borrower's direct or indirect Subsidiaries, in an amount, when combined with the Net Proceeds of all other such transactions since the Closing Date that have not been applied to the Agent prepayment of the Obligations in accordance with this clause (iii), in excess of $10,000,000, the Borrower shall make or cause to be made a certificate mandatory prepayment of the Obligations in an authorized officer thereof demonstrating the derivation amount equal to one hundred percent (100%) of such excessaggregate Net Proceeds, provided that such amount shall exclude Net Proceeds arising from (A) any sale, assignment or other disposition of property by Consumers or any Subsidiary of Consumers (other than the capital stock of Consumers), (B) the sale of all or substantially all of the electrical power book of MS&T and (C) any sale or other disposition by the Borrower or any of its Subsidiaries in the ordinary course of business consistent with past practice, provided, further that any Designated Prepayment under this clause (iii) shall be made without regard to whether the obligations under the Enterprises 2003 Credit Agreement shall have been paid in full in cash and terminated if an "Event of Default" under (and as defined in) the AIG Pledge Agreement arising from the non-compliance with the terms of Section 4.5 of the AIG Pledge Agreement has occurred and is continuing, or would result from the transaction giving rise to such Designated Prepayment.

Mandatory Prepayments. If (i) On the date Borrower sells all or any part of its property and assets with an aggregate value of over one hundred million (100,000,000) Yen (excluding (x) sales of inventory in the ordinary course of business and (y) dispositions of assets, the proceeds from which are within three (3) months re-invested in assets which are comparable or superior as to type, value and quality), (ii) the Borrower, subject to the terms and conditions of the Insurance Claims Pledge Agreement, receives any Extraordinary Receipts (excluding (a) such receipts in value less than three hundred million (300,000,000) Yen which are reinvested in the businesses normally conducted by the Borrower and within three (3) months of receipt by any Credit Party of the same, and (b) receipt of repayment from the Guarantor of all or any part of their Subsidiaries of the Parent On-Loans), or (iii) the Borrower issues or incurs after the Closing Date any additional Indebtedness, except as may be otherwise permitted under this Loan Agreement, then the Borrower must promptly inform the Administrative Agent thereof and forward all the net cash proceeds in excess of $200,000 in (i.e., the aggregate during any Fiscal Year from any Asset Sales amount of cash received after deducting therefrom only (without duplication) (a) reasonable and customary brokerage commissions, underwriting fees and discounts, legal fees, finder’s fees and other than Permitted Dispositions)similar fees and commissions, (b) the Borrower shall prepay the Notes amount of taxes payable in connection with or as set forth in Section 2.3(e) in an aggregate amount equal to 100% a result of such net cash proceeds. transaction and (iic) On the date of receipt by any Credit Party or any of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or Taking, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness that, by the terms of the agreement or instrument governing such Indebtedness, is required to be repaid upon such disposition) realized as a result thereof no later the five (other than with respect 5) Business Days after the occurrence thereof to Permitted Indebtedness) the Administrative Agent’s Designated Account for the account of any Credit Party the Lenders as prepayment of all or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment part of the Notes pursuant Advances and interest accrued thereon. The Administrative Agent shall promptly notify each Lender of its receipt of each such notice, and of the amount each Lender shall be entitled to receive therefrom, which shall be the product of the total prepayment amount and each such Lender’s Pro Rata Participation Factor. The Administrative Agent shall distribute such payments to each Lender entitled thereto in accordance with the terms of this Section 2.3(b), the Borrower Loan Agreement. Each such prepayment shall deliver be applied to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including Loan outstanding, as a result of the conversion date of nonthe prepayment, in accordance with each Lender’s Pro Rata Participation Factor. Amounts prepaid under this Section 2.8. shall be applied on a pro-cash proceeds into cash), rata basis in reduction of the Borrower shall promptly make an additional prepayment of all repayment installments referred to in the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessAmortization Schedule.

Mandatory Prepayments. (i) On Upon the closing of the Business Combination under the Business Combination Agreement and if the PIPE closes in connection therewith, the Company shall repay the Note in its entirety by the payment to the Holder in immediately available Dollars an amount equal to the Mandatory Prepayment Amount. If this Note has not otherwise been paid off in full in accordance with the preceding sentence or otherwise, so long as a majority of the original aggregate principal amount of the Notes remains outstanding on the date of receipt by any Credit Party Subsequent Offering (as defined below), on the 10th day following the Company consummating any public or private offering of any Capital Stock or any of their Subsidiaries other issuance of any net cash proceeds in excess Capital Stock or of $200,000 in the aggregate during any Fiscal Year from other Securities or any Asset Sales other financing, including any debt financing, or capital-raising transaction (each a “Subsequent Offering”) on any date other than Permitted Dispositionsthe Maturity Date, in which the Company receives or is otherwise entitled to receive (except for the Company directing that such proceeds be paid to other Persons), the Borrower shall prepay Company shall, subject to the Notes as Holder’s conversion rights set forth herein, pay to the Holder in Section 2.3(e) in immediately available Dollars an aggregate amount equal to 100% the Mandatory Prepayment Amount. The Company shall provide notice to the Holder of the closing of such net cash proceedsSubsequent Offering, including the expected gross proceeds thereof, not later than the 10th day preceding the date of consummation of such Subsequent Offering, which notice shall be irrevocable and constitute an agreement to pay the Mandatory Prepayment Amount on the date of consummation of such Subsequent Offering. This Section 2(b) is merely a requirement to redeem this Note and not an authorization to consummate any Subsequent Offering. (ii) On Upon the date closing of receipt by any Credit Party a Fundamental Transaction or any a Change of their Subsidiaries, or the Agent as loss payee, of any net cash proceeds from any Destruction or TakingControl Transaction, the Borrower Company shall prepay repay the Notes as set forth Note in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds; provided, so long as no Event of Default (or event or circumstance that, with its entirety by the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior payment to the date that is 90 days following receipt thereof, for purposes of the repair, restoration or replacement of the applicable assets thereof. (iii) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds Holder in excess of $5,000,000 in the aggregate during the term of this Agreement from a capital contribution by any Person (other than an Elevate Credit Subsidiary) to, or the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (iv) On the date of receipt by any Credit Party or any of their Subsidiaries of any net cash proceeds from the incurrence of any Indebtedness (other than with respect to Permitted Indebtedness) of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds. (v) On the date of receipt by any Credit Party or any of their Subsidiaries of any Extraordinary Receipts, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such Extraordinary Receipts. (vi) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes pursuant to this Section 2.3(b), the Borrower shall deliver to the Agent a certificate of an authorized officer thereof demonstrating the calculation of the amount of the applicable proceeds. In the event that the Credit Parties shall subsequently determine that the actual amount of such proceeds exceeded the amount set forth in such certificate (including as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in available Dollars an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessMandatory Prepayment Amount.

Mandatory Prepayments. The Borrowers shall: (ia) On the date of promptly, and in any event within three Business Days, after receipt by any Credit Party or any of their Subsidiaries Subsidiary or Agent of any net cash proceeds in excess condemnation awards with respect to any Loss, make a mandatory prepayment of $200,000 in the aggregate during any Fiscal Year from any Asset Sales (other than Permitted Dispositions), the Borrower shall prepay the Notes as set forth in Section 2.3(e) Loans in an aggregate amount equal by which such condemnation award proceeds exceed the actual cost incurred by the Credit Parties or such Subsidiary to 100% repair or replace the property or asset which was the subject of the condemnation giving rise to such net cash condemnation award proceeds.; (iib) On the date of promptly, and in any event within three Business Days, after receipt by any Credit Party or any of their Subsidiaries, Subsidiary or the Agent as loss payee, of any net cash insurance proceeds with respect to any Loss resulting from any Destruction or Takinga casualty, make a mandatory prepayment of the Borrower shall prepay the Notes as set forth in Section 2.3(e) Loans in an aggregate amount equal by which such insurance proceeds exceed the actual cost incurred by the Credit Parties or such Subsidiary to 100% of such net cash proceeds; provided, so long as no Event of Default (repair or event replace the property or circumstance that, with asset which was the passage of time, the giving of notice, or both, would become an Event of Default) shall have occurred and be continuing on the date of receipt thereof or caused thereby, the Borrower shall have the option to apply such net cash proceeds, prior to the date that is 90 days following receipt thereof, for purposes subject of the repair, restoration Loss or replacement of the applicable assets thereof.deemed Loss giving rise to such insurance proceeds; (iiic) On the date of promptly, and in any event within three Business Days, after receipt by any Credit Party or any of their Subsidiaries Subsidiary or any Agent of any net cash insurance proceeds in excess of $5,000,000 in the aggregate during the term of this Agreement with respect to any Loss resulting from a capital contribution by any Person (other than an Elevate Credit Subsidiary) toliability, or make a mandatory prepayment of the issuance to any Person (other than a Credit Party or an Elevate Credit Subsidiary) of any Equity Interests of any Credit Party or any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) Loans in an aggregate amount equal by which such insurance proceeds exceed the amount of the liability to 100% of be satisfied with such net cash proceeds.proceeds (to the extent such liability is so satisfied); (ivd) On the date of upon receipt by any Credit Party or any of their Subsidiaries Subsidiary or any Agent of any net cash proceeds from Net Disposition Proceeds, make a mandatory prepayment of the incurrence Loans in an amount equal to the percentage of such Net Disposition Proceeds, set forth in the table below, in each case based upon the Total Leverage Ratio as of the last day of the preceding fiscal quarter; provided, that this clause (d) shall not in any Indebtedness (other than with respect event be deemed a consent to Permitted Indebtedness) of any disposition by any Credit Party which is otherwise prohibited by the terms of this Agreement or of any of their Subsidiaries, the Borrower shall prepay the Notes as set forth in Section 2.3(e) in an aggregate amount equal to 100% of such net cash proceeds.other Loan Documents; (ve) On the date of upon receipt by any Credit Party or any of their Subsidiaries Subsidiary or any Agent of any Extraordinary ReceiptsNet Securities Proceeds, make a mandatory prepayment of the Borrower shall prepay Loans in an amount equal to the Notes as percentage of such Net Securities Proceeds set forth in the table below, in each case based upon the Total Leverage Ratio as of the last day of the preceding fiscal quarter; provided, that this clause (e) shall not in any event be deemed a consent to any issuance or sale of Stock by any Credit Party which is otherwise prohibited by the terms of this Agreement or of any of the other Loan Documents; Total Leverage Ratio Percentage of Proceeds ----------------------------- --------------------------- >4.25x 75% - ----------------------------- --------------------------- >3.25x but <4.25x 50% - ----------------------------- --------------------------- <3.25x 25% ----------------------------- --------------------------- (f) concurrently with receipt by any Credit Party after the Closing Date of any Net Indebtedness Proceeds during any Fiscal Year (excluding any Indebtedness permitted to be incurred pursuant to Section 2.3(e) 6.2.3), make a mandatory prepayment of the Loans, in an aggregate amount equal to 100% such Net Indebtedness Proceeds; provided that this clause (f) shall not in any event be deemed a consent to any incurrence or issuance of such Extraordinary ReceiptsIndebtedness by any Credit Party which is otherwise prohibited by the terms of this Agreement or any of the other Loan Documents; and (g) upon the occurrence of a Change of Control, make a mandatory prepayment of the entire outstanding principal amount of all Loans together with accrued and unpaid interest and all other outstanding Obligations. (vih) If at any time the then outstanding principal balance of Notes shall exceed the Maximum Commitment, the Borrower shall immediately prepay the Notes as set forth in Section 2.3(e) in an amount sufficient to eliminate such excess. (vii) Concurrently with any prepayment of the Notes All prepayments made pursuant to this Section 2.3(b3.3.3 shall be applied to the Loans on a pro rata basis until the Loans are repaid in full. Each such prepayment shall be accompanied by (i) the payment of all accrued and unpaid interest with respect to the principal being prepaid through the date of prepayment, (ii) the payment of any amounts then due pursuant to Section 3.4.8 or Section 3.5.2, and (iii) other than prepayments made under Section 3.3.3(a) through (e), by the Borrower shall deliver payment of the Applicable Prepayment Premium. (i) Notwithstanding the provisions of Sections 3.3.3(c) and (d) to the Agent contrary, to the extent that any insurance proceeds or Net Disposition Proceeds arise from the Loss or disposition of Revolver Priority Collateral, the amounts due under Section 3.3.3(c) or (d), as the case may be, shall be reduced on a certificate of an authorized officer thereof demonstrating dollar for dollar basis for all mandatory prepayments made under the calculation of the amount of the applicable proceeds. In the event that the Revolver Credit Parties shall subsequently determine that the actual amount Agreement out of such insurance proceeds exceeded the amount set forth in such certificate (including or Net Disposition Proceeds, as a result of the conversion of non-cash proceeds into cash), the Borrower shall promptly make an additional prepayment of all the Notes in an amount equal to such excess (or applicable percentage thereof), and the Borrower shall concurrently therewith deliver to the Agent a certificate of an authorized officer thereof demonstrating the derivation of such excessapplicable.